Form 8-K

8-K — Shoals Technologies Group, Inc.

Accession: 0001831651-26-000080

Filed: 2026-05-05

Period: 2026-05-05

CIK: 0001831651

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — shls-20260505.htm (Primary)

EX-99.1 (exhibit991earningsrelease2.htm)

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8-K

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 5, 2026

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Shoals Technologies Group, Inc.

(Exact name of registrant as specified in its charter)

——————————

Delaware 001-39942 85-3774438

(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

1500 Shoals Way Portland Tennessee 37148

(Address of principal executive offices) (Zip Code)

(615) 451-1400

(Registrant’s telephone number, including area code)

——————————

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Class A Common Stock, $0.00001 Par Value SHLS Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On May 5, 2026, Shoals Technologies Group, Inc. (the “Company”) issued a press release announcing its financial results for the three months ended March 31, 2026. In the press release, the Company also announced that it would be holding a conference call on May 5, 2026 to discuss its financial results for the three months ended March 31, 2026. The full text of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information set forth in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1

Press Release issued by Shoals Technologies Group, Inc. dated May 5, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Shoals Technologies Group, Inc.

By: /s/ Dominic Bardos

Name: Dominic Bardos

Title: Chief Financial Officer

Date: May 5, 2026

EX-99.1

Filename: exhibit991earningsrelease2.htm · Sequence: 2

Document

Exhibit 99.1

Shoals Technologies Group, Inc. Reports Financial Results for First Quarter 2026

–Quarterly Revenue of $140.6 million –

–Income from Operations of $7.7 million –

–Net Loss of $0.3 million –

–Adjusted EBITDA1 of $21.1 million –

–Record Backlog and Awarded Orders of $758.0 million –

–Provides Second Quarter and Raises Full-year Outlook –

PORTLAND, TN. – May 5, 2026 (GLOBE NEWSWIRE) – Shoals Technologies Group, Inc. (“Shoals” or the “Company”) (Nasdaq: SHLS), a global leader in electrical infrastructure solutions for the energy transition market, today announced results for its first quarter ended March 31, 2026.

“We began the year on very solid footing, with revenue above our expected range and growing at approximately 75% from the prior-year period. The underlying demand environment remains extremely strong as evidenced by our record backlog and awarded orders of $758 million. We are executing our strategic plan of accelerating growth within our core domestic utility scale solar market and expanding our offering into attractive high growth markets,” said Brandon Moss, CEO of Shoals.

“The underlying strength of the markets in which we operate, combined with our leading competitive position, a broad and innovative product portfolio, and our new state of the art production facility, positions us exceptionally well to drive profitable growth in 2026 and beyond. We’re very excited about what we see ahead, and are pleased to increase both our revenue and adjusted EBITDA guidance for the current year,” added Mr. Moss.

First Quarter 2026 Financial Results

Revenue increased 74.9%, to $140.6 million, compared to $80.4 million for the prior-year period, driven by strong underlying demand of products, the impact of market share capture initiatives, and an increase in volume of projects in the current year.

1Non-GAAP financial measures referenced in this release are used by management to assist investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Reconciliations of non-GAAP operating measures to the most directly comparable GAAP financial measures are included in the non-GAAP reconciliation in this release. Non-GAAP measures should not be used as a substitute for the closest comparable GAAP measures.

Gross profit was $41.0 million, compared to $28.1 million in the prior-year period. Gross profit as a percentage of revenue was 29.2% compared to 35.0% in the prior-year period. The decrease in margin is attributable to $3.8 million in additional tariffs paid in comparison to the prior-year quarter, an increase of $1.4 million in right-of-use asset amortization arising from the opening of our consolidated operations facility, along with an increase in material costs.

General and administrative expenses were $31.0 million, compared to $21.7 million during the same period in the prior year. The increase in general and administrative expenses was primarily the result of a $6.2 million increase in legal expenses for ongoing matters related to wire insulation shrinkback, intellectual property, and shareholder litigation matters along with $1.6 million in increased cash and share-based incentive compensation expense due to increased headcount in comparison to the prior-year period.

Income from operations was $7.7 million, compared to $4.3 million during the prior-year period.

The Company has recorded a litigation settlement expense, net of recoveries of $5.3 million for the three months ended March 31, 2026. This is due to the accrual for the expected settlement amount, net of insurance recoveries related to the Company’s securities litigation as disclosed in Form 10-Q.

Net loss was $0.3 million compared to $0.3 million during the prior-year period. Loss per share was $0.00 in the current and prior-year period.

Adjusted EBITDA1 was $21.1 million, compared to $13.5 million in the prior-year period.

Adjusted Net Income1 was $12.1 million compared to $5.7 million during the prior-year period. Adjusted diluted earnings per share1 was $0.07 compared to $0.03 in the prior-year period.

Backlog and Awarded Orders

The Company’s backlog and awarded orders as of March 31, 2026, were $758.0 million, representing a 17.5% increase compared to the prior-year period and a 1.4% sequential increase from December 31, 2025. The increase in backlog and awarded orders as compared to the prior-year period reflects consistent demand for the Company’s innovative products, with growth in international and emerging battery energy storage markets.

Backlog represents signed purchase orders or contractual minimum purchase commitments with take-or-pay provisions and awarded orders are orders we are in the process of documenting with a contract but for which a contract has not yet been signed.

Second Quarter 2026 Outlook

At this time, the Company is providing an outlook for the second quarter. Based on current business conditions, business trends and other factors, for the quarter ending June 30, 2026, the Company expects:

•Revenue in the range of $150 million to $170 million

•Adjusted EBITDA1 in the range of $28 million to $33 million

Full Year 2026 Outlook

Based on current business conditions, business trends and other factors, for the full year 2026, the Company expects:

•Revenue in the range of $600 million to $640 million

•Adjusted EBITDA1 in the range of $118 million to $132 million

•Cash flow from operations in the range of $65 million to $85 million

•Capital expenditures in the range of $20 million to $30 million

•Interest expense in the range of $8 million to $12 million

A reconciliation of Adjusted EBITDA1 guidance, which is a forward-looking measure that is a non-GAAP measure, to the most closely comparable GAAP measure is not provided because we are unable to provide such reconciliation without unreasonable effort. The inability to provide a quantitative reconciliation is due to the uncertainty and inherent difficulty in predicting the occurrence, the financial impact and the periods in which the components of the applicable GAAP measures and non-GAAP adjustments may be recognized. The GAAP measure may include the impact of such items as non-cash share-based compensation, amortization of intangible assets and the tax effect of such items, in addition to other items we have historically excluded from Adjusted EBITDA and Adjusted Net Income. We expect to continue to exclude these items in future disclosures of these non-GAAP measures and may also exclude other similar items that may arise in the future.

Webcast and Conference Call Information

Company management will host a webcast and conference call on May 5, 2026, at 8:00 a.m. Eastern Time, to discuss the Company’s financial results.

Interested investors and other parties can listen to a webcast of the live conference call by logging onto the Investor Relations section of the Company’s website at https://investors.shoals.com.

About Shoals Technologies Group, Inc.

Shoals Technologies Group is a leading manufacturer of advanced electrical infrastructure solutions for mission-critical applications across utility scale solar, battery storage, and data center power systems. Since its founding in 1996, the Company has designed innovative technologies and systems solutions that allow its customers to substantially increase installation efficiency and safety while improving system performance and reliability at scale.

Shoals Technologies Group is a recognized leader in the energy transition industry. For additional information, please visit: https://www.shoals.com.

Investor Relations Contact

Shoals Technologies Group, Inc.

Email: investors@shoals.com

Forward-Looking Statements

This report contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include information concerning our possible or assumed future results of operations; expectations regarding the utility-scale solar market; project delays; regulatory environment, including changes or potential changes to such environment; the effects of strategic pricing actions, volume discounts and customer mix in our key markets; pipeline and orders; business strategies, plans and expectations, including sales and marketing goals; technology developments; financing and investment plans; warranty and liability accruals and estimates of loss or gains; estimates of potential loss related to the wire insulation shrinkback matter discussed in our public filings; litigation strategy and expected benefits or results from the current intellectual property and wire insulation shrinkback litigation; potential growth opportunities, including opportunities associated with our entry into new markets; production and capacity at our plants; and potential share repurchases under the Company’s Share Repurchase Program discussed in our public filings. Forward-looking statements include statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” “would” or similar expressions and the negatives of those terms.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

Some of the key factors and scenarios that could cause actual results to differ from our expectations include, among others, if demand for solar energy projects diminishes, we may not be able to grow; if we fail to accurately estimate the potential losses related to the wire insulation shrinkback matter, or fail to recover the costs and expenses incurred by us from the supplier; the interruption of the flow of raw materials from international vendors has disrupted our supply chain, including as a result of the imposition of additional duties, tariffs, and other charges on imports and exports; the imposition of trade restrictions, import tariffs, anti-dumping, and countervailing duties; we have modified, and in the future may modify, our business strategy to abandon lines of business or implement new lines of business, and modifying our business strategy could have an adverse effect on our business and financial results; amounts included in our backlog and awarded orders may not result in actual revenue or translate into profits; defects or performance problems in our products or their parts,

whether due to manufacturing, installation, or use, including those related to the wire insulation shrinkback matter, have a high consequence of failure and can lead to equipment and systems failure, physical injury or death; we have experienced, and may experience in the future, delays, disruptions, quality control, or reputational problems in our manufacturing operations in part due to our vendor concentration; if we fail to retain our key personnel and attract additional qualified personnel; our products are primarily manufactured and shipped from our production facilities in Tennessee, and any damage or disruption at these facilities may harm our business; we may face difficulties with respect to the planned consolidation and relocation of our Tennessee-based manufacturing and distribution operations, and may not realize the benefits thereof; safety issues may subject us to penalties, negatively impact customer relationships, result in higher operating costs, and negatively impact employee morale and turnover; the market for our products is competitive, and we face increased competition as new and existing competitors introduce EBOS system solutions and components; macroeconomic conditions, including high inflation, high interest rates, and geopolitical instability, impact our business and financial results; we are subject to risks associated with the patent infringement complaints that we filed with the U.S. International Trade Commission (“ITC”) and District Courts; if we fail to, or incur significant costs in order to obtain, maintain, protect, defend, or enforce our intellectual property portfolio and other proprietary rights, including the patents we are asserting in ongoing patent infringement litigation; acquisitions, joint ventures, and/or investments and the failure to integrate acquired businesses could disrupt our business; a loss of one or more of our significant customers, their inability to perform under their contracts, or their default in payment could harm our business; a significant drop in the price of electricity may harm our business; the unauthorized access to our information technology systems or the disclosure of personal or sensitive data or confidential information, whether through a breach of our computer system or otherwise, could severely disrupt our business; failure of our information technology systems, including those managed by third parties, whether intentional or inadvertent, could lead to delays in our business operations and, if significant or extreme, affect our results of operations; our expansion outside the U.S. could subject us to additional business, financial, regulatory, and competitive risks; our indebtedness could adversely affect our financial flexibility, restrict our current and future operations, and our competitive position; existing electric utility industry, federal, state, and municipal renewable energy and solar energy policies and regulations, including zoning and siting laws, and any subsequent changes, present technical, regulatory, and economic barriers to the purchase and use of solar energy systems that may significantly reduce demand for our products or harm our ability to compete; changes in tax laws or regulations that are applied adversely to us, or our customers could materially adversely affect our business, financial condition, results of operations, and prospects; and the market price of our Class A common stock may decline and may continue to be subject to significant volatility.

These and other important risk factors are described more fully in the Company’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and other documents filed with the Securities and Exchange Commission and could cause actual results to vary from expectations. Given these uncertainties, you should not place undue reliance on forward-looking statements. Also, forward-looking statements represent our management’s

beliefs and assumptions only as of the date of this report. You should read this report with the understanding that our actual future results may be materially different from what we expect.

Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

Non-GAAP Financial Measures

Adjusted Gross Profit, Adjusted Gross Profit Percentage, Adjusted EBITDA, Adjusted Net Income, and Adjusted Diluted Earnings per Share (“EPS”)

We define Adjusted Gross Profit as gross profit plus plant optimization expenses. We define Adjusted Gross Profit Percentage as Adjusted Gross Profit divided by revenue. We define Adjusted EBITDA as net loss plus/(minus) (i) interest expense, (ii) interest income, (iii) income tax expense/(benefit), (iv) depreciation expense, (v) amortization of intangibles, (vi) equity-based compensation, (vii) gain (loss) on sale of asset (viii) wire insulation shrinkback litigation expenses, (ix) plant optimization expenses, (x) shareholder litigation expenses, and (xi) litigation settlement expense, net of insurance recoveries. We define Adjusted Net Income as net income plus (i) amortization of intangibles, (ii) amortization / write-off of deferred financing costs, (iii) equity-based compensation, (iv) gain (loss) on sale of asset (v) wire insulation shrinkback litigation expenses, (vi) plant optimization expenses, (vii) shareholder litigation expenses, and (viii) litigation settlement expenses, net of insurance recoveries, all net of applicable income taxes. We define Adjusted Diluted EPS as Adjusted Net Income divided by the diluted weighted average shares of Class A common stock outstanding for the applicable period.

Beginning with the three months ended March 31, 2026, we revised our definition of Adjusted EBITDA to exclude shareholder litigation costs, which are reflected in General and Administrative expenses on our consolidated statements of operations. Comparative amounts for prior periods have been recast to conform to the current period presentation. Management believes this revised definition provides a more meaningful representation of the Company’s ongoing operating performance as the costs are not reflective of our core operations.

Adjusted Gross Profit, Adjusted Gross Profit Percentage, Adjusted EBITDA, Adjusted Net Income, and Adjusted Diluted EPS are intended as supplemental measures of performance that are neither required by, nor presented in accordance with, GAAP. We present Adjusted Gross Profit, Adjusted Gross Profit Percentage, Adjusted EBITDA, Adjusted Net Income, and Adjusted Diluted EPS because we believe they assist investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we use Adjusted Gross Profit, Adjusted Gross Profit Percentage, Adjusted EBITDA, Adjusted Net Income, and Adjusted Diluted EPS: (i) as factors in evaluating management’s performance when determining incentive compensation, as applicable; (ii) to evaluate the effectiveness of our business strategies; and

(iii) because our credit agreement uses measures similar to Adjusted EBITDA, Adjusted Net Income and Adjusted Diluted EPS to measure our compliance with certain covenants.

Among other limitations, Adjusted Gross Profit, Adjusted Gross Profit Percentage, Adjusted EBITDA, Adjusted Net Income, and Adjusted Diluted EPS do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments; do not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations; and may be calculated by other companies in our industry differently than we do or not at all, which may limit their usefulness as comparative measures.

Because of these limitations, Adjusted Gross Profit, Adjusted Gross Profit Percentage, Adjusted EBITDA, Adjusted Net Income, and Adjusted Diluted EPS should not be considered in isolation or as substitutes for performance measures calculated in accordance with GAAP. You should review the reconciliation of gross profit to Adjusted Gross Profit and Adjusted Gross Profit Percentage, net income Adjusted EBITDA, and net income to Adjusted Net Income and Adjusted Diluted EPS below and not rely on any single financial measure to evaluate our business.

Shoals Technologies Group, Inc.

Condensed Consolidated Balance Sheets (Unaudited)

(in thousands, except shares and par value)

March 31,

2026 December 31, 2025

Assets

Current Assets

Cash and cash equivalents $ 1,877 $ 7,320

Accounts receivable, net 129,205 128,793

Unbilled receivables 15,144 22,133

Inventory 158,993 89,878

Insurance receivable 64,750 —

Other current assets 12,572 9,762

Total Current Assets 382,541 257,886

Property, plant and equipment, net 59,072 53,302

Goodwill 69,941 69,941

Other intangible assets, net 31,603 33,499

Deferred tax assets 438,116 438,027

Right-of-use operating lease assets 45,000 46,044

Other assets 4,622 5,402

Total Assets $ 1,030,895 $ 904,101

Liabilities and Stockholders’ Equity

Current Liabilities

Accounts payable $ 80,425 $ 64,875

Accrued expenses and other 26,305 22,215

Litigation settlement liability 70,000 —

Warranty liability—current portion 1,232 3,202

Deferred revenue 30,343 37,031

Total Current Liabilities 208,305 127,323

Revolving line of credit 181,750 136,750

Right-of-use operating lease liabilities 37,800 38,661

Warranty liability, less current portion 403 403

Other long-term liabilities 991 991

Total Liabilities 429,249 304,128

Commitments and Contingencies

Stockholders’ Equity

Preferred stock, $0.00001 par value - 5,000,000 shares authorized; none issued and outstanding as of March 31, 2026 and December 31, 2025 — —

Class A common stock, $0.00001 par value - 1,000,000,000 shares authorized; 171,680,204 and 171,358,711 shares issued; 167,771,817 and 167,450,324 outstanding as of March 31, 2026 and December 31, 2025, respectively 2 2

Additional paid-in capital 495,060 493,090

Treasury stock, at cost, 3,908,387 shares as of March 31, 2026 and December 31, 2025, respectively (25,272) (25,272)

Retained earnings 131,856 132,153

Total Stockholders' Equity 601,646 599,973

Total Liabilities and Stockholders’ Equity $ 1,030,895 $ 904,101

Shoals Technologies Group, Inc.

Condensed Consolidated Statements of Operations (Unaudited)

(in thousands, except per share amounts)

Three Months Ended March 31,

2026 2025

Revenue $ 140,557 $ 80,361

Cost of revenue 99,547 52,221

Gross profit 41,010 28,140

Operating expenses

General and administrative expenses 31,014 21,693

Depreciation and amortization 2,278 2,135

Total operating expenses 33,292 23,828

Income from operations 7,718 4,312

Interest expense (2,903) (2,415)

Interest income 59 118

Litigation settlement expense, net of recoveries (5,250) —

Gain (loss) on sale of assets (2) —

Foreign currency gain (loss) (8) —

Income (loss) before income taxes (386) 2,015

Income tax benefit (expense) 89 (2,297)

Net loss $ (297) $ (282)

Loss per share of Class A common stock:

Basic $ (0.00) $ (0.00)

Diluted $ (0.00) $ (0.00)

Weighted average shares of Class A common stock outstanding:

Basic 167,555 166,960

Diluted 167,555 166,960

Shoals Technologies Group, Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in thousands)

Three Months Ended March 31,

2026 2025

Cash Flows from Operating Activities

Net loss $ (297) $ (282)

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization 4,101 3,287

Amortization/write off of deferred financing costs 156 156

Equity-based compensation 3,317 2,661

Provision for obsolete or slow-moving inventory 518 252

Provision for warranty expense 527 257

Deferred taxes (89) 2,288

Other 1,765 —

Changes in assets and liabilities:

Accounts receivable (412) 10,477

Unbilled receivables 6,989 10,425

Inventory (69,633) (5,448)

Other assets (2,186) (1,471)

Accounts payable 15,221 6,682

Accrued expenses and other 2,510 (347)

Warranty liability (2,497) (9,837)

Litigation receivable and settlement liabilities 5,250 —

Deferred revenue (6,688) (3,542)

Net Cash Provided by (Used in) Operating Activities (41,448) 15,558

Cash Flows from Investing Activities

Purchases of property, plant and equipment (7,648) (3,209)

Net Cash Used in Investing Activities (7,648) (3,209)

Cash Flows from Financing Activities

Employee withholding taxes related to net settled equity awards (1,347) (251)

Proceeds from revolving credit facility 45,000 20,000

Repayments of revolving credit facility — (20,000)

Net Cash Provided by (Used in) Financing Activities 43,653 (251)

Net Increase (Decrease) in Cash and Cash Equivalents (5,443) 12,098

Cash and Cash Equivalents—Beginning of Period 7,320 23,511

Cash and Cash Equivalents—End of Period $ 1,877 $ 35,609

Shoals Technologies Group, Inc.

Adjusted Gross Profit, Adjusted Gross Profit Percentage, Adjusted EBITDA, Adjusted Net Income and Adjusted Diluted Earnings per Share (“EPS”) (Unaudited)

Reconciliation of Gross Profit to Adjusted Gross Profit and Adjusted Gross Profit Percentage (in thousands):

Three Months Ended March 31,

2026 2025

Revenue $ 140,557 $ 80,361

Cost of revenue 99,547 52,221

Gross profit $ 41,010 $ 28,140

Gross profit percentage 29.2 % 35.0 %

Plant optimization expense $ 621 $ —

Adjusted gross profit $ 41,631 $ 28,140

Adjusted gross profit percentage 29.6 % 35.0 %

Reconciliation of Net Income to Adjusted EBITDA (in thousands):

Three Months Ended March 31,

2026 2025

Net loss $ (297) $ (282)

Interest expense 2,903 2,415

Interest income (59) (118)

Income tax expense (benefit) (89) 2,297

Depreciation expense 2,199 1,391

Amortization of intangibles 1,902 1,896

Equity-based compensation 3,317 2,661

(Gain) loss on sale of asset 2 —

Wire insulation shrinkback litigation expenses (a)

3,707 2,529

Plant optimization expenses (b)

621 —

Shareholder litigation expenses (c)

1,656 716

Litigation settlement expense (c)

5,250 —

Adjusted EBITDA $ 21,112 $ 13,505

Reconciliation of Net Income to Adjusted Net Income (in thousands):

Three Months Ended March 31,

2026 2025

Net loss $ (297) $ (282)

Amortization of intangibles 1,902 1,896

Amortization / write-off of deferred financing costs 156 156

Equity-based compensation 3,317 2,661

(Gain) loss on sale of asset 2 —

Wire insulation shrinkback litigation expenses (a)

3,707 2,529

Plant optimization expenses (b)

621 —

Shareholder litigation expenses (c)

1,656 716

Shoals Technologies Group, Inc.

Adjusted Gross Profit, Adjusted Gross Profit Percentage, Adjusted EBITDA, Adjusted Net Income and Adjusted Diluted Earnings per Share (“EPS”) (Unaudited)

Three Months Ended March 31,

2026 2025

Litigation settlement expense (c)

5,250 —

Tax impact of adjustments (d)

(4,169) (1,942)

Adjusted Net Income $ 12,145 $ 5,734

(a) For the three months ended March 31, 2026 and 2025, represents $3.7 million and $2.5 million, respectively, of expenses incurred in connection with the lawsuit initiated by the Company against the supplier of the defective wire. We consider this litigation distinct from ordinary course legal matters given the expected magnitude of the expenses, the nature of the allegations in the Company’s complaint, the amount of damages sought, and the impact of the matter underlying the litigation on the Company’s financial results. In the future, we also intend to exclude from our non-GAAP measures the benefit of recovery, if any. We believe excluding expenses from these discrete litigation events provides investors with a better view of the operating performance of our business and allows for comparability through periods.

(b) For the three months ended March 31, 2026 and 2025, represents $0.6 million and zero of expenses incurred in connection with actions taken to consolidate our operations into a newly constructed facility, including items such as professional fees, relocation, facility set-up and other costs. We believe excluding expenses from these events provides investors with a better view of the operating performance of our business and allows for comparability through periods.

(c) For the three months ended March 31, 2026, represents $1.6 million of expenses incurred in connection with the Company’s defense of certain derivative and class action litigation and $5.3 million in settlement expenses associated with this litigation. For the three months ended March 31, 2025, represents $0.7 million of expenses incurred in connection with the Company’s defense of certain derivative and class action litigation. We consider expenses incurred in connection with these legal matters distinct from normal matters and expenses within the operation of our business.

(d) Shoals Technologies Group, Inc. is subject to U.S. Federal income taxes, in addition to state and local taxes. Represents the estimated tax impact of all Adjusted Net Income add-backs, excluding those which represent permanent differences between book versus tax. The adjustment to the provision for income tax reflects the effective tax rates below.

Three Months Ended March 31,

2026 2025

Statutory U.S. Federal income tax rate 21.0 % 21.0 %

Permanent adjustments 1.7 % 0.6 %

State and local taxes (net of federal benefit) 2.4 % 2.8 %

Effective income tax rate for Adjusted Net Income 25.1 % 24.4 %

Shoals Technologies Group, Inc.

Adjusted Gross Profit, Adjusted Gross Profit Percentage, Adjusted EBITDA, Adjusted Net Income and Adjusted Diluted Earnings per Share (“EPS”) (Unaudited)

Calculation of Adjusted Diluted Earnings per Share (in thousands, except per share amounts):

Three Months Ended March 31,

2026 2025

Diluted weighted average shares outstanding 167,555 166,960

Adjusted Net Income $ 12,145 $ 5,734

Adjusted Diluted EPS $ 0.07 $ 0.03

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Cover

May 05, 2026

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Entity Central Index Key

0001831651

Document Type

8-K

Document Period End Date

May 05, 2026

Entity Registrant Name

Shoals Technologies Group, Inc.

Entity Incorporation, State or Country Code

Entity File Number

001-39942

Entity Tax Identification Number

85-3774438

Entity Address, Address Line One

1500 Shoals Way

Entity Address, City or Town

Portland

Entity Address, State or Province

Entity Address, Postal Zip Code

37148

City Area Code

(615)

Local Phone Number

451-1400

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Soliciting Material

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Pre-commencement Tender Offer

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Pre-commencement Issuer Tender Offer

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Title of 12(b) Security

Class A Common Stock, $0.00001 Par Value

Trading Symbol

SHLS

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

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Data Type:

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- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

Balance Type:

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- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

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Data Type:

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- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

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- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

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- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

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Data Type:

dei:stateOrProvinceItemType

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duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

dei_EntityCentralIndexKey

Namespace Prefix:

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Data Type:

dei:centralIndexKeyItemType

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- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

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Data Type:

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

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Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

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Data Type:

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Balance Type:

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

dei_EntityTaxIdentificationNumber

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Data Type:

dei:employerIdItemType

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- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Name:

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Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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Name:

dei_Security12bTitle

Namespace Prefix:

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Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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Data Type:

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Balance Type:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

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Data Type:

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Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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