FTC Solar (6YK0) Risk Analysis

Our stock price and trading volume are heavily influenced by the way analysts and investors interpret our financial information and other disclosures. If securities or industry analysts do not publish research or reports about our business, delay publishing reports about our business, or publish negative reports about our business, regardless of accuracy, our common stock price and trading volume could decline. The trading market for our common stock depends, in part, on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts. Currently, a limited number of analysts cover our company. If the number of analysts that cover us declines, demand for our common stock could decrease and our common stock price and trading volume may decline. Even if our common stock is actively covered by analysts, we do not have any control over the analysts or the measures that analysts or investors may rely upon to forecast our future results. Over-reliance by analysts or investors on any particular metric to forecast our future results may result in forecasts that differ significantly from our own.

Our stock price has fluctuated in the past and may continue to be volatile and subject to significant fluctuations in the future. The price of our common stock may change in response to fluctuations in our results of operations in future periods and also may change in response to other factors, including factors specific to companies in our industry. As a result, our share price may experience significant volatility and may not necessarily reflect the value of our expected performance. Among other factors that could affect our stock price are: - defaults on our obligations under the Credit Agreement, including, without limitation, any resulting reclassification of the term loan balances under the Credit Agreement from long-term debt to current and the impacts of the Lenders' exercise of their rights under the Credit Agreement following a default or event of default;- changes in laws or regulations applicable to our industry or offerings;- speculation about our business in the press or investment community;- price and volume fluctuations in the overall stock market;- volatility in the market price and trading volume of companies in our industry or companies that investors consider comparable;- share price and volume fluctuations attributable to inconsistent trading levels of our common stock;- our ability to protect our intellectual property and other proprietary rights and to avoid infringement, misappropriation or violation of the intellectual property and other proprietary rights of third parties or claims by third parties of such infringement, misappropriation or violation;- sales of our common stock by us or our principal stockholders, officers and directors;- the sustainability of an active trading market for our common stock;- success of competitive products or services;- the public's response to press releases or other public announcements by us or others, including our filings with the SEC, announcements relating to litigation or significant changes in our key personnel;- the effectiveness of our internal controls over financial reporting;- changes in our capital structure, such as future issuances of debt or equity securities, including future issuances under the ATM program;- our entry into new markets;- tax and tariff developments in the U.S. or other markets, including issuance of new tariffs;- strategic actions by us or our competitors, such as acquisitions or restructurings; and - changes in accounting principles. Further, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. In addition, the stock prices of many renewable energy companies have experienced wide fluctuations that have often been unrelated to the operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political and market conditions such as inflation, recessions, interest rate changes or international currency fluctuations, may cause the market price of our common stock to decline. As a result, you may not be able to resell any of your shares of our common stock at or above the price paid.

We have an existing program that allows for the sale of newly issued shares of our common stock in "At the Market" transactions. Sales during 2025 of newly issued shares of our common stock under the ATM program were as follows: Year ended December 31, 2025       Number of shares     Value ($000's)   Sales of newly issued shares of common stock     452,838     $ 4,710   Less: fees incurred     -       (122 ) Net proceeds received     452,838     $ 4,588 We had no sales under our ATM program during 2024. At December 31, 2025, approximately $9.0 million remained available for sale under an existing sale agreement with H.C. Wainwright & Co. LLC, as sales agent, and the offering prospectus relating to the ATM program. There can be no assurance regarding the price at which we will be able to sell such shares in the future, and any sales of our common stock under the ATM program or other securities offerings may be at prices that result in additional dilution to our existing stockholders and may adversely affect the market price of our common stock.

Certain provisions of the New Warrants could discourage a third party from acquiring us. In the event of a "change of control" of the Company, a holder of New Warrants may, at its option, elect to exercise its New Warrants or exercise a repurchase option that requires the Company to repurchase its New Warrants upon the consummation of the change of control transaction for a cash amount equal to the Black Scholes Value (as defined in the New Warrants). These and other provisions of the New Warrants offered by this prospectus could discourage a third party from acquiring us even where the acquisition could be beneficial to you.

We do not intend to apply for any listing of the New Warrants on Nasdaq or any other securities exchange or nationally recognized trading system, and we do not expect a market to develop for the New Warrants. Without an active market, the liquidity of the New Warrants will be limited. Further, the existence of the New Warrants may act to reduce both the trading volume and the trading price of our common stock.

New Warrants exercisable for up to 6,836,237 shares of our common stock were issued to the Lenders in connection with the transactions relating to the Credit Agreement, which would equal approximately 30.5% of our outstanding shares (based on 15,585,198 shares of our common stock outstanding as of March 20, 2026 and assuming the full exercise of the New Warrants). As a result, the ownership interest of our existing stockholders would be correspondingly reduced upon the exercise of the New Warrants. The issuance of shares of our common stock upon the exercise of the New Warrants could also have a dilutive effect on our book value per share and future earnings per share. In addition, the sale and any future sales of a substantial number of shares of our common stock in the public market, or the perception that such sales may occur, could adversely affect the price of our common stock. We cannot predict the effect, if any, that market sales of those shares of common stock or the availability of those shares of common stock for sale will have on the market price of our common stock.

We are an "emerging growth company," as defined in the JOBS Act. Additionally, we meet the definition of a "smaller reporting company" pursuant to regulations promulgated by the U.S. Securities and Exchange Commission. As such, we are not required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, we have reduced disclosure obligations regarding certain financial information and executive compensation in our periodic reports and proxy statements and we are exempt from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Additionally, as an emerging growth company, we have elected to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As such, our consolidated financial statements may not be comparable to companies that comply with public company effective dates. Investors may find our shares of common stock less attractive because we rely on these provisions. If some investors find our shares of common stock less attractive as a result of the foregoing, there may be a less active trading market for our shares, and our share price may be more volatile.

Our amended and restated certificate of incorporation provides that, unless we consent to the selection of an alternative forum, the Delaware Court of Chancery is the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a breach of fiduciary duty owed by any of our directors, officers or other employees to us or to our stockholders, (iii) any action asserting a claim against us arising pursuant to the DGCL, our certificate of incorporation or our bylaws, (iv) any action to interpret, apply, enforce or determine the validity of our amended and restated certificate of incorporation or our amended and restated bylaws, (v) any action asserting a claim against us that is governed by the internal affairs doctrine or (vi) any action asserting an "internal corporate claim" as defined in Section 115 of the DGCL; provided, however, that the exclusive forum provisions will not apply to suits brought to enforce any liability or duty created by the Exchange Act or to any claim for which the federal courts have exclusive jurisdiction. Our certificate of incorporation further provides that, unless we consent in writing to the selection of an alternative forum, the federal district courts are the sole and exclusive forum for the resolution of any complaint asserting a right under the Securities Act of 1933, as amended (the "Securities Act"), subject to a final adjudication in the State of Delaware of the enforceability of such exclusive forum provision. We note that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. The choice of forum provisions may limit a stockholder's ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and other employees. Alternatively, if a court were to find the choice of forum provisions contained in our certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations.

Our certificate of incorporation, bylaws and Delaware law contain provisions that could have the effect of rendering more difficult, delaying or preventing an acquisition deemed undesirable by our board of directors. Among others, our amended and restated certificate of incorporation and amended and restated bylaws include the following provisions: - a staggered board, which means that our board of directors is classified into three classes of directors with staggered three-year terms;- limitations on convening special stockholder meetings, which could make it difficult for our stockholders to adopt desired governance changes;- advance notice procedures, which apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders;- a prohibition on stockholder action by written consent, which means that our stockholders will only be able to take action at a meeting of stockholders;- a forum selection clause, which means certain litigation against us can only be brought in Delaware;- no authorization of cumulative voting, which limits the ability of minority stockholders to elect director candidates;- directors will only be able to be removed for cause;- certain amendments to our certificate of incorporation will require the approval of two-thirds of the then outstanding voting power of our capital stock;- the affirmative vote of two-thirds of the then outstanding voting power of our capital stock, voting as a single class, is required for stockholders to amend or adopt any provision of our bylaws; and - the authorization of undesignated or "blank check" preferred stock, the terms of which may be established and shares of which may be issued without further action by our stockholders. In addition, we are governed by the provisions of Section 203 of the Delaware General Corporation Law ("DGCL"), which generally prohibits a Delaware corporation from engaging in a broad range of business combinations with any "interested" stockholder for a period of three years following the date on which the stockholder becomes an "interested" stockholder. Any provision of our amended and restated certificate of incorporation, amended and restated bylaws or Delaware law that has the effect of delaying, preventing or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock and could also affect the price that some investors are willing to pay for our common stock.