First Solar (FSLR) 10-K risk factor changes: FY2025 vs FY2024

If our competitors [removed: reduce] [added: maintain] module pricing [removed: to] [added: at] levels near or below their manufacturing costs, or are able to operate at minimal or negative operating margins for sustained periods of time, or if global demand for PV modules decreases relative to installed production capacity, our business, financial condition, and results of operations could be adversely affected.

- The modification, reduction, elimination, or expiration of government subsidies, economic incentives, tax incentives, renewable energy targets, and other support for on-grid solar electricity applications, or [added: the impact of] other public [removed: policies could] [added: policies, such as tariffs or other trade remedies imposed on solar cells and modules or related raw materials or equipment, have, and in the future could,] negatively impact demand and/or price levels for our solar [removed: modules.][added: modules and limit our growth or lead to a reduction in our net sales or increase our costs, thereby adversely impacting our operating results.]

- The loss of any of our large customers, or the inability of our customers and counterparties to perform under their contracts with us, [added: including through terminations by customers of any contract in part or in full, has reduced and, in the future,] could significantly reduce our net sales and negatively impact our results of operations.

- Our failure to effectively manage module manufacturing [removed: production] and [removed: selling] [added: related] costs, including costs related to raw materials and logistics services, could render our solar modules uncompetitive and reduce our net sales, profitability, and/or market share.

- We have received and expect to continue to receive certain financial benefits as a result of tax incentives [removed: provided] [added: enacted] by the Inflation Reduction Act of [removed: 2022.][added: 2022 and amended by the One Big Beautiful Bill Act of 2025.]

For example, we estimate that in [removed: 2024] [added: 2025] approximately [removed: 270] [added: 105] GW of capacity was added by solar module manufacturers, primarily in China.

The modification, reduction, elimination, or expiration of government subsidies, economic incentives, [added: eligibility limitations,] tax incentives, renewable energy targets, and other support for on-grid solar electricity applications, or the impact of other public policies, such as tariffs or other trade remedies imposed on solar cells and modules or related raw materials or equipment, [removed: could] [added: have, and in the future could,] negatively impact demand and/or price levels for our solar modules and limit our growth or lead to a reduction in our net sales or increase our costs, thereby adversely impacting our operating results.

Federal, state, and local governmental bodies in many countries have provided subsidies in the form of [added: feed-in-tariff structures, rebates, tax incentives, and other incentives to end users, distributors, system integrators, and manufacturers of PV solar products.]

[removed: “Business – Incentive Programs.”] To the extent [removed: these] [added: government] incentive programs are reduced earlier than previously expected, are changed retroactively, or are not renewed, such changes [added: have and] could negatively impact demand and/or price levels for our solar modules, lead to a reduction in our net sales, and adversely impact our operating results.

Current regulatory policies, or any future changes or threatened changes to such policies, [removed: including those changes as a result of the new presidential administration and control of the U.S. Congress,] may subject us to significant risks, including the following:

- a reduction or removal of [removed: clean] [added: certain] energy programs and initiatives and the incentives they provide may diminish the market for future solar energy off-take agreements, slow the retirement of aging fossil fuel plants, including the retirements of coal generation plants, and reduce the ability for solar project developers to compete for off-take agreements, which may reduce PV solar module sales;

- any limitations on the value or availability to manufacturers or potential investors of tax incentives that benefit solar energy production, sales, or projects, such as the Section 45X advanced manufacturing production credit, ITC, and PTC, [added: as seen in the accelerated termination of certain energy tax credits under the “One Big Beautiful Bill” the U.S. President signed into law on July 4, 2025,] could result in reducing such manufacturers’ or investors’ economic returns and could cause a reduction in the availability of financing, thereby reducing demand for PV solar modules;

- any incentives contingent upon domestic production of modules, such as tax incentives set forth under the IRA, could limit our ability to sell modules manufactured in certain foreign jurisdictions, which may adversely impact our module average selling prices and could require us to record significant charges to earnings should we determine that the manufacturing [added: facilities and] equipment in such foreign jurisdictions [removed: is] [added: are] impaired; and

In some instances, the application of trade laws is currently beneficial to [removed: the Company,] [added: us,] and changes in their application could have an adverse impact.

- *United States — [removed: Tariffs] [added: Antidumping and Countervailing Duties] on Certain Imported Crystalline Silicon PV Cells and [removed: Modules*.][added: Modules.* The United States currently imposes AD/CVDs on certain imported crystalline silicon PV cells and modules from China and Taiwan.]

[added: Such AD/CVDs can] change over time pursuant to annual administrative reviews conducted by the U.S. Department of Commerce (“USDOC”), and a decline in duty rates or USDOC failure to fully enforce U.S. AD/CVD laws could have an adverse impact on our operating results.

Our operating results could be adversely impacted [removed: if pending litigation challenges result in a modification] [added: by revocation] of the [removed: rulings.][added: IEEPA tariffs on China.]

- *United States — Antidumping and Countervailing Duties on Certain Traded Solar Products.* In April 2024, the American Alliance for Solar Manufacturing Trade Committee, which includes First Solar, filed a set of AD/CVD petitions with the USDOC and the [removed: USITC] [added: U.S. International Trade Commission (“USITC”)] to impose duties on certain unfairly traded solar products from Cambodia, Malaysia, Thailand, and Vietnam.

In [removed: June 2024,] [added: August 2025,] the USITC issued affirmative preliminary determinations.

[removed: In February 2025, the] [added: The] U.S. President [removed: announced] [added: imposed] an additional 10% tariff on all imports from China, [removed: which is] related to the national security threat posed by China’s trade in fentanyl and other illegal [removed: narcotics.][added: narcotics and a 10% reciprocal tariff on China, effective until November 10, 2026, under IEEPA.]

- *United States — Tariffs on Certain Foreign-imported [removed: Aluminum] [added: Aluminum, Steel, Copper, Timber] and [removed: Steel.* The United States currently imposes] [added: Lumber.* Effective June 4, 2025, the U.S. President increased] tariffs [removed: of 25%] on imported aluminum and steel articles under Section 232 of the Trade Expansion Act of [removed: 1962.][added: 1962 (“Section 232”) from 25% to 50%.]

The ALMM is approved by the [removed: MNRE,] [added: Ministry of New] and [added: Renewable Energy (“MNRE”), and] any modifications to the ALMM and its application may affect future investments in solar module manufacturing in India.

In December 2024, the ALMM was amended to require nearly all solar development projects to use PV modules that contain domestically manufactured solar cells, which is expected to be effective for such projects completed on or after June [removed: 2026.][added: 2026; in August 2025, the relevant list of qualifying entities was released, which included First Solar as an approved manufacturer.]

Our operating results could [added: also] be adversely impacted if the ALMM requirements are significantly relaxed to allow modules, solar cells, or certain other key module components to be imported from other countries.

However, in February 2025, the Indian government began imposing import duty tariffs of 20% each on solar modules and cells and levied additional tax on certain commercial agricultural production, which [removed: tax] included [added: a tax] of 20% on solar modules and 7.5% on solar cells.

While the expected potential of the markets we are targeting is significant, policy promulgation and market development are especially vulnerable to governmental inertia, political instability, [added: changing government policy and priorities,] the imposition or lowering of trade remedies and other trade barriers, geopolitical risk, fossil fuel subsidization, potentially stringent localization requirements, and limited available infrastructure.

The loss of any of our large customers, or the inability of our customers and counterparties to perform under their contracts with us, [added: including through terminations by customers of any contract in part or in full, has reduced and, in the future,] could significantly reduce our net sales and negatively impact our results of operations.

The loss of any of our large customers, their inability to perform under their contracts, or their default in payment [added: has reduced and, in the future,] could significantly reduce our net sales and/or adversely impact our operating results.

While our contracts with customers typically have certain firm purchase commitments and may [removed: include provisions for the payment of amounts] [added: require our customers] to [added: make payments to] us [added: if a contract is terminated] in certain [removed: events of] [added: circumstances, those] contract [removed: termination, these contracts] [added: terms have in the past and] may [added: in the future] be [removed: subject to amendments made by us or requested] [added: breached] by our [removed: customers.][added: customers or subject to renegotiation.]

These contract [removed: terminations or amendments] [added: breaches and renegotiations have and] may [added: continue to] reduce the volume of modules [removed: to be] sold under the [removed: contract, adjust] [added: relevant contracts, postpone] delivery schedules, and/or otherwise decrease the [removed: expected] revenue [added: we realize] under these contracts [removed: and could significantly reduce our net sales and] [added: and, correspondingly,] negatively [removed: impact] [added: impact, potentially significantly,] our results of operations.

For additional information, see the Risk Factor entitled, “The modification, reduction, elimination, or expiration of government subsidies, economic incentives, [added: eligibility limitations,] tax incentives, renewable energy targets, and other support for on-grid solar electricity applications, or the impact of other public policies, such as tariffs or other trade remedies imposed on solar cells and modules or related raw materials or equipment, [removed: could] [added: have, and in the future could,] negatively impact demand and/or price levels for our solar modules and limit our growth or lead to a reduction in our net sales or increase our costs, thereby adversely impacting our operating results.” In addition, we believe that a significant percentage of our customers install systems as an investment, funding the initial capital expenditure through a combination of equity and debt.

Refer also to the Risk Factors entitled, “Our substantial international operations subject us to a number of risks, including unfavorable political, regulatory, labor, and tax conditions in the United States and/or foreign countries,” “The modification, reduction, elimination, or expiration of government subsidies, economic incentives, [added: eligibility limitations,] tax incentives, renewable energy targets, and other support for on-grid solar electricity applications, or the impact of other public policies, such as tariffs or other trade remedies imposed on solar cells and modules or related raw materials or equipment, [removed: could] [added: have, and in the future could,] negatively impact demand and/or price levels for our solar modules and limit our growth or lead to a reduction in our net sales or increase our costs, thereby adversely impacting our operating results,” and “We may be unable to generate sufficient cash flows or have access to the sources of external financing necessary to fund planned capital investments in manufacturing capacity and product development.”

For example, while conventional solar modules are monofacial, meaning their ability to produce energy is a function of direct and diffuse irradiance on their front side, most module [removed: manufacturers offer bifacial modules that also capture diffuse irradiance on the back side of a module.]

[added: Such] technology can improve the overall energy production of a module relative to nameplate [removed: efficiency] [added: power] when applied in certain applications, which could potentially lower the overall LCOE of a system when compared to systems using conventional solar modules, including the modules we currently produce.

Additionally, certain module manufacturers have introduced n-type mono-crystalline modules, such as tunnel oxide passivated contact (“TOPCon”) modules, which [removed: are expected to] [added: may] provide certain improvements to module efficiency, temperature coefficient, and bifacial performance, and claim to provide certain degradation advantages compared to other mono-crystalline modules.

While the transition to such larger wafers would increase nameplate [removed: wattage,] [added: power,] we believe the associated production cost would not improve significantly.

Our competitors [added: have decided, and in the future] could [removed: decide] [added: decide,] to reduce their sales prices in response to competition, even below their manufacturing costs, in order to generate sales, and may do so for a sustained period.

[removed: Based on currently available information and certain assumptions and estimates, we believe a reasonable estimate of] the aggregate [added: remaining] losses related to these manufacturing issues will range from approximately [removed: $56] [added: $35] million to [removed: $100] [added: $75] million.

If any of the [removed: other] assumptions used in estimating our module warranties prove incorrect, we may also be required to accrue additional expenses, which could adversely impact our financial position, operating results, and cash flows.

For example, we commenced a limited commercial production run of modules employing our [removed: copper replacement (“CuRe”)] [added: CuRe] technology in late [removed: 2024] [added: 2024,] and [added: beginning in the first quarter of 2026, we] intend to [removed: begin] [added: permanently convert one of our Ohio facilities to CuRe, followed by] a phased replication of the technology across [added: certain manufacturing facilities within] our [removed: fleet in the first quarter of 2026.][added: fleet.]

- Our failure to protect or successfully commercialize our intellectual property rights may undermine our competitive position, and litigation to protect our intellectual property rights or defend against third-party allegations of infringement may be costly.

*General Risk Factors*

- Cybersecurity incidents or information or security breaches, or those of third parties with which we do business, could have a material adverse effect on our business, financial condition, and results of operations.

Module average selling prices in many global markets have declined.

However, recent module pricing in the United States, our primary market, has remained stable due, in part, to the rising demand for domestically manufactured modules as a result of the IRA, energy tax credit eligibility restrictions (including foreign-entity-related limitations) as amended by the OBBBA, and tariffs on modules imported into the United States.

If our competitors maintain module pricing at levels near or below their manufacturing costs, or are able to operate at minimal or negative operating margins for sustained periods of time, or if global demand for PV modules decreases relative to installed production capacity, our business, financial condition, and results of operations could be adversely affected.

Application of trade laws may also adversely impact, either directly or indirectly, our operating results; for example, by impacting our customers’ project costs, profitability, and their demand for our modules; or by impacting our own costs or disrupting our manufacturing or supply chains, and consequently negatively impacting demand and/or price levels for our solar modules, reducing our net sales, or affecting potential profitability of fulfilling customer contracts.

We are therefore potentially subject to various risks, which include the following:

- any tariffs that reduce the profitability of contracts, whereby the cost of tariffs exceeds the amount able to be, or willing to be, absorbed by either us or the customer under the provisions of the contract and may lead to us or the customer cancelling such contract, potentially resulting in the reduction of future revenue, the loss of the contractual right to a termination payment from the customer, and potentially the required return of a previously received customer down payment;

- any reciprocal or other tariffs may place burdens on our customers’ supply chains exclusive of module import costs, including through increased costs of trackers, inverters, transformers, and other imported equipment, which are often heavily dependent on Chinese supply chains.

These and other costs could result in an inability for certain projects to generate profitable returns, and may lead to the delay or abandonment of such projects, thereby reducing or removing demand for currently contracted PV module sales; and

- any reduction in our ability to profitably import modules from our international manufacturing locations as a result of tariffs or other trade laws could lead to us significantly reducing capacity utilization at certain international manufacturing facilities.

Such underutilization may lead to potential impairment of certain international equipment and facilities and may also increase our selling costs and reduce our competitiveness in the market, thereby reducing demand for our modules.

The overall impact of trade laws on our business depends on multiple factors, including their duration, their scope and potential expansion thereof, enforcement, retaliatory measures by impacted exporting countries, inflationary effects and broader macroeconomic responses, changes to consumer purchasing behavior, and the effectiveness of our responses in managing these impacts.

- *United States — IEEPA Tariffs*.

In 2025, the U.S. President imposed a series of tariffs on nearly all U.S. trading partners pursuant to the International Emergency Economic Powers Act of 1977 (“IEEPA”).

As it pertains to the countries where we manufacture solar modules, IEEPA tariffs applied to Vietnam (20%), India (25%), and Malaysia (19%).

In August 2025, the U.S. President had imposed an additional 25% tariff

on India over its purchases of Russian oil, resulting in an overall rate of 50%.

On February 20, 2026, the U.S. Supreme Court ruled the IEEPA tariffs unlawful.

President Trump responded immediately by revoking the IEEPA tariff actions and imposing new global tariffs pursuant to Section 122 of the Trade Act of 1974 (“Section 122”), which provides for tariffs up to 15% for a period of no more than 150 days.

The additional, higher tariffs on imports from these countries has increased the costs of our solar modules manufactured in these countries with respect to our U.S. market.

Further, such circumstances have and may continue to impact our ability to sell certain modules into the United States and therefore have and may continue to also impact the operational status of certain of our international manufacturing facilities.

As a result, our operating results have and may continue to be adversely impacted by these tariffs.

On February 20, 2026, the U.S. Supreme Court ruled the IEEPA tariffs unlawful, and President Trump immediately revoked the IEEPA tariff actions, including the additional tariffs on China, and replaced them with a new global tariff pursuant to Section 122.

- *United States — Port Fees on Certain Chinese Vessel Operators and Chinese Vessel Owners.* On April 17, 2025, the Office of the U.S. Trade Representative published a notice of final action based on an investigation under Section 301 of the Trade Act of 1974 into China’s targeting of the maritime, logistics, and shipbuilding sectors for dominance.

The action imposes new port fees on Chinese vessel operators and/or Chinese vessel owners as well as on non-Chinese operators of Chinese-origin vessels beginning on October 14, 2025.

The level of fees is on a sliding scale per net ton or, in the case of non-Chinese operators, the higher of a net ton or container-based fee.

Effective November 10, 2025, however, the United States suspended implementation of such action for one year.

Once implemented, such fees may impact our logistics services and consequently impact our profitability and results of operations.

Effective August 1, 2025, the U.S. President imposed tariffs of 50% on copper under Section 232.

Effective October 14, 2025, the U.S. President imposed tariffs of 10% on imported softwood timber and lumber products under Section 232.

- *United States — Potential Tariffs on Processed Critical Minerals and Derivative Products, Polysilicon, Robotics and Industrial Machinery.* On April 22, 2025, the U.S. Secretary of Commerce initiated an investigation to determine the effects on the national security of imports of processed critical minerals, as well as their derivative products, under Section 232; on July 1, 2025, the U.S. Secretary of Commerce initiated a Section 232 investigation to determine whether imports of polysilicon and its derivatives impair U.S. national security; and on September 2, 2025, the U.S. Secretary of Commerce initiated an investigation to determine the effects on the national security of imports of robotics and industrial machinery under Section 232.

The scope of these investigations is potentially broad and may cover materials and equipment used in solar module manufacturing.

These investigations may result in the imposition of tariffs or import restrictions, or may remove barriers on the imports of competitor products and materials, all of which could negatively impact demand and/or price levels for our solar modules and limit our growth, lead to a reduction in our net sales, or increase our costs, thereby adversely impacting our operating results.

On April 21, 2025, the USDOC announced final determinations in the AD/CVD investigations.

Final AD/CVD rates ranged from de minimis to over 3,400%, depending on the particular foreign producer.

On June 9, 2025, the USITC notified USDOC of its final affirmative determinations in the AD/CVD investigations.

AD/CVD orders, including the assessment of AD/CVDs and suspension of liquidation of such products, were issued on June 9, 2025.

On July 17, 2025, the Alliance for American Solar Manufacturing and Trade filed another set of AD/CVD petitions with the USDOC and the USITC to impose duties on unfairly traded crystalline silicon solar products from India, Indonesia, and Laos.

The imposition of tariffs on our products or their related raw materials and components could materially increase our costs to perform under our contracts with customers, which could adversely affect our results of operations.

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Although module average selling prices in many global markets continue to decline, recent module pricing in the United States, our primary market, has been relatively stable due, in part, to the demand for domestically manufactured modules as a result of the IRA.

feed-in-tariff structures, rebates, tax incentives, and other incentives to end users, distributors, system integrators, and manufacturers of PV solar products.

A summary of certain recent developments in the major government incentive programs that may impact our business appears under Item 1.

Application of trade laws may also impact, either directly or indirectly, our operating results.

The United States currently imposes different types of tariffs and/or other trade remedies on certain imported crystalline silicon PV cells and modules from various countries.

In February 2022, the previous U.S. President proclaimed a four-year extension of a global safeguard measure imposed pursuant to Section 201 of the Trade Act of 1974 that provides for tariffs on imported crystalline silicon solar modules and a tariff-rate quota on imported crystalline silicon solar cells.

Thin film solar cell products, such as our CdTe technology, are specifically excluded from the tariffs.

The extension measure’s tariff rate was originally set at 14.75%, with annual reductions of 0.25 percentage points over the remainder of its four-year term.

The current rate is 14.25%.

The extension measure also provides an annual tariff-rate quota, whereby tariffs apply to imported crystalline silicon solar cells above the first 5.0 GW of imports.

- *United States — Antidumping and Countervailing Duties on Certain Imported Crystalline Silicon PV Cells and Modules.* The United States currently imposes antidumping and countervailing duties (“AD/CVDs”) on certain imported crystalline silicon PV cells and modules from China and Taiwan.

Such AD/CVDs can

- *United States — Antidumping and Countervailing Duties on Certain Imported Aluminum Extrusions.* In October 2023, a coalition of U.S. aluminum extruders and a labor union filed AD/CVD petitions with the USDOC and the U.S. International Trade Commission (“USITC”) related to aluminum extrusions from 15 countries.

We import certain items that are within the scope of the investigations.

The USDOC issued preliminary and final antidumping determinations in May and September 2024, respectively, both of which found that our Malaysian supplier of aluminum extrusions was not dumping.

The USITC issued a negative preliminary determination on the Dominican Republic in November 2023 and negative final determinations on the remaining 14 countries in October 2024, terminating the investigations with no application of AD/CVD.

The Petitioners appealed the USITC’s negative determinations.

The investigations could potentially lead to the imposition of AD/CVD orders on such solar products.

In October 2024, the USDOC announced preliminary affirmative determinations in the CVD investigations, finding that silicon solar cells and panels from Cambodia, Malaysia, Thailand, and Vietnam are unfairly subsidized at rates ranging from de minimis to nearly 300%, depending on the particular foreign producer.

The USDOC has imposed provisional CVDs accordingly.

In November 2024, the USDOC announced preliminary affirmative determinations in the AD investigations, providing for certain preliminary dumping rates applicable to solar cells from Cambodia, Malaysia, Thailand, and Vietnam ranging from de minimis to approximately 270%, depending on the particular foreign producer.

The USDOC is expected to announce final determinations in June 2025.

This 10% tariff applies in addition to the 25% tariffs under Section 301 and ordinary customs duties and AD/CVDs.

Our operating results could be adversely impacted if these tariffs were to be terminated or reduced.

Such

At this time, no individual amount within that

range is a better estimate than any other amount.

Accordingly, we increased our product warranty liability by the low end of the range.

The estimated range set forth above was based on our evaluation of the currently available information, including select samples of module performance data from several locations, the estimated number of affected modules, and projections of probable costs to remediate the issues.

In addition, the failure of our equipment manufacturers to supply

We continue to evaluate the extent of benefits available to us, which we expect will favorably impact our results of operations in future periods.

Furthermore, the potential policies of the new U.S. presidential administration and Congress have raised some uncertainty as to the continued availability of financial benefits available to us and others as a result of tax incentives provided by the IRA.

products will not occur.

The next revision of the RoHS Directive is expected in 2025.

Specifically, regulatory bodies around the globe continue to develop ESG reporting requirements, many of which will be subject to independent audits.

For example, certain government agencies and regulators are considering rules requiring the disclosure of certain ESG matters, and California enacted new environmental disclosure laws in October 2023 that will generally require additional disclosure and reporting by 2026.

We expect we will be subject to these new laws, which impose extensive reporting obligations about greenhouse gas emissions and climate-related financial risks.

We also expect certain of our subsidiaries may be subject to the EU Corporate Sustainability Reporting Directive, which requires companies meeting certain criteria to disclose information about various ESG matters.

This discussion and analysis does not address certain items in respect of the year ended December 31, [removed: 2022.][added: 2023.]

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, [removed: 2023] [added: 2024] for comparative discussions of our results of operations and liquidity and capital resources for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

The only U.S.-headquartered company among the world’s largest solar manufacturers, First Solar is focused on competitively and reliably enabling power generation needs with our advanced, [added: uniquely American] thin film PV technology.

Developed at R&D labs in California and Ohio, [removed: the Company’s] [added: our] technology [removed: represents the next generation of solar power generation, providing] [added: provides] a competitive, high-performance, and responsibly produced alternative to conventional crystalline silicon PV solar modules.

We [removed: recently commenced operations at our fourth manufacturing facility in the United States and] are in the process of [added: further] expanding our [added: domestic] manufacturing capacity, including the construction of our [removed: fifth] [added: sixth U.S.] manufacturing facility [removed: in the United States,] [added: to onshore final production processes for modules initiated by our international fleet,] which is expected to commence operations in the second half of [removed: 2025.][added: 2026.]

[removed: With a] [added: Our] global [added: manufacturing] footprint [removed: that] spans the United States, India, Malaysia, and [removed: Vietnam, we expect to have an annual manufacturing capacity of over 25 GW by 2026.][added: Vietnam.]

Certain of our financial results and other key operational developments for the year ended December 31, [removed: 2024] [added: 2025] include the following:

- Net sales for [removed: 2024] [added: 2025] increased by [removed: 27%] [added: 24%] to [removed: $4.2] [added: $5.2] billion compared to [removed: $3.3] [added: $4.2] billion in [removed: 2023.][added: 2024.]

- Gross profit as a percentage of net sales [removed: increased 5.0] [added: decreased 3.6] percentage points to [removed: 44.2%] [added: 40.6%] in [removed: 2024] [added: 2025] from [removed: 39.2%] [added: 44.2%] in [removed: 2023.][added: 2024.]

During [removed: 2024,] [added: 2025,] we produced [removed: 15.5] [added: 16.1] GW and sold [removed: 14.1] [added: 17.5] GW of solar modules.

[removed: -] In [removed: December 2024,] [added: June 2025 and July 2025,] we entered into two agreements [removed: with Visa Inc. (“Visa”)] for the sale of [removed: $857.2] [added: $701.9] million of Section 45X tax credits we generated during [removed: 2024] [added: 2025] for aggregate cash proceeds of [removed: $818.6 million and received initial cash proceeds of $616.0] [added: $668.1] million.

We [added: received initial cash proceeds of $573.0 million during the year ended December 31, 2025, and] expect to receive the remaining cash proceeds [added: of $95.2 million] during the first quarter of [removed: 2025.][added: 2026.]

Solar energy is one of the fastest growing forms of renewable energy with numerous benefits, including economic [added: benefits] and speed of deployment, [removed: that] [added: which] make it an attractive complement to or substitute for traditional forms of energy generation.

In recent years, the cost of [removed: producing] electricity from PV solar power systems has [removed: decreased to levels that are] [added: generally been] competitive with or below [removed: the wholesale price] [added: other forms] of [removed: electricity in many markets.][added: generation.]

Other technological developments in the renewable energy industry, such as the advancement of energy storage capabilities, have further enhanced the prospects of solar energy as an [removed: alternative] [added: attractive complement] to traditional forms of energy generation.

Government incentive [removed: programs, such as the IRA discussed previously,] [added: programs] have contributed to this momentum by providing solar module manufacturers, project developers, and project owners with various incentives to accelerate the deployment of solar power generation.

[removed: *Supply and Demand.* As a result of the market opportunities described above, we recently commenced production of Series 7 modules at our first manufacturing facility in Alabama and] [added: We] are in the process of [added: further] expanding our [added: domestic] manufacturing capacity, including the construction of our [removed: fifth] [added: sixth] U.S. manufacturing [removed: facility,] [added: facility to onshore final production processes for modules initiated by our international fleet,] which is expected to commence operations in the second half of [removed: 2025.][added: 2026.]

[removed: We believe] manufacturers of solar cells and modules, particularly those in China, have significant installed production capacity, relative to global demand, and the ability for additional capacity expansion.

Notwithstanding these considerations, utility and corporate demand for [removed: clean energy,] [added: energy] and overall electric load growth, especially as a result of AI-driven data center demand, continue to increase.

[added: Given the] combination of (i) a European [removed: Union] market captured by Chinese solar modules, [removed: which] [added: where] pricing is at levels near or below manufacturing costs, (ii) an [removed: India] [added: Indian] market effectively closed to Southeast Asian [removed: finished goods,] [added: products,] (iii) [removed: the uncertain U.S. policy environment following the 2024 U.S. elections, and (iv)] a [added: general] supply and demand imbalance for Southeast Asian [removed: product,] [added: products, and (iv) certain tariffs on modules imported into the United States,] we have [removed: decided to reduce] [added: reduced] production [removed: output] of [removed: our] Series 6 modules at our [added: international] manufacturing [removed: facilities in Malaysia and Vietnam by a combined total of 1 GW in 2025.][added: facilities.]

In light of [removed: such] [added: these] market realities, we continue to advocate for industrial and trade policies that provide a level playing field for [removed: domestic] manufacturers of solar cells and modules.

We also continue to focus on our strategies and points of differentiation, which include our [added: proprietary] advanced module technology, our manufacturing process and distributed manufacturing presence, our [added: localized supply chain, our] R&D capabilities, our commitment to responsible solar, and our financial stability.

[removed: *Pricing Competition.*] The solar industry [removed: has been] [added: continues to be] characterized by intense pricing competition, both at the module and system levels.

[removed: *Diverse Offerings.*] We face intense competition from manufacturers of crystalline silicon solar modules and other emerging technologies.

Sales price per watt may also be influenced by warranty terms, customer payment terms, and/or module [removed: content] attributes.

Such technologies include the development of bifacial modules, the implementation of our CuRe program, and [added: the] ongoing [removed: research and development] [added: R&D] of [removed: multi-junction solar modules.][added: a viable and commercially scalable perovskite product.]

Bifaciality compromises nameplate [removed: efficiency,] [added: power,] but by converting both front and [removed: rear] [added: back] side irradiance, such technology may improve the overall energy production of a module relative to nameplate [removed: efficiency] [added: power] when applied in certain applications, which could lower the overall LCOE of a system when compared to systems using monofacial solar modules.

As a result of these performance improvements, our PV solar modules are expected to produce more energy in [removed: real-][added: real-world operating conditions over their estimated useful lives than crystalline silicon modules with the same nameplate power.]

[removed: world] [added: As a result, our solar modules can produce more energy in real-world] operating conditions [removed: over their estimated useful lives] than [added: conventional] crystalline silicon modules with the same nameplate [removed: capacity.][added: power.]

[removed: We] [added: In late 2024, we] commenced a limited commercial production run of modules employing our CuRe [removed: technology in late 2024] [added: technology,] and [removed: intend to begin a phased replication of the technology across our fleet in] [added: during] the first [removed: quarter] [added: half] of [removed: 2026.][added: 2025, we sold our first CuRe modules to customers.]

[removed: *Product Efficiencies.*] The efficiencies gained from the vertical integration of our manufacturing model and our cost management initiatives allow us to compete favorably in markets where pricing for modules and systems is highly competitive.

[removed: *Energy Performance.*] In many [removed: climates] [added: climates,] our solar modules provide certain energy production advantages relative to competing crystalline silicon solar modules.

“Business – Business Strategy.” Additionally, we [added: generally] warrant that our solar modules will produce at least 98% of their labeled power output rating during the first year, with the warranty coverage [removed: reducing by a degradation factor that is generally between 0.3% and 0.5%, depending on the module series, every year thereafter throughout the limited power output warranty period of up to 30 years.]

While our modules are generally competitive in cost, reliability, and performance attributes, there can be no guarantee such competitiveness will continue to exist in the future to the same [removed: extent] [added: extent,] or at all.

Any declines in the competitiveness of our products could result in [removed: further] declines in the average selling prices of our modules and additional margin compression.

Our business is evolving worldwide and is shaped by the varying ways in which our offerings can be compelling and economically viable solutions to energy needs in [removed: various] [added: our key] markets.

In addressing electricity demands, we are focused on providing utility-scale module offerings in [removed: key geographic] markets that we believe have a significant need for mass-scale PV solar electricity, including markets [removed: throughout] [added: primarily in] the United States and India.

When deployed in utility-scale applications, our modules provide energy at a lower LCOE compared to traditional forms of energy [removed: generation, making them an attractive alternative to or replacement for aging fossil fuel-based][added: generation.]

Demand for our PV solar [removed: module offerings] [added: modules] depends, in part, on [removed: market] [added: certain] factors outside our control.

- *United States.* In August 2022, the previous U.S. President signed the IRA into law, which was intended to accelerate the country’s [removed: energy transition.][added: ongoing transition to clean energy.]

The increase in net sales was primarily driven by an increase in the volume of modules sold to third parties.

The decrease was primarily driven by higher costs related to a sales mix that included more U.S.-produced modules, higher warehousing costs, additional duties and tariff costs, and higher logistics charges, partially offset by the recognition of higher advanced manufacturing production credits under Section 45X of the IRC.

- During 2025, we commenced production of Series 7 modules at our new manufacturing facility in Louisiana.

- In June 2025 and July 2025, we entered into two separate agreements for the sale of $701.9 million of Section 45X tax credits we generated during 2025 for aggregate cash proceeds of $668.1 million.

- During 2025, we terminated various master supply agreements with BP Solar Holding LLC and its affiliate Lightsource Renewable Energy Trading, LLC due to the customers’ failure to cure several breaches of their contractual obligations.

These terminations triggered certain contractual termination payment provisions amounting to $384.6 million, of which we recognized $61.0 million as revenue for advance payments previously received from the customer.

In September 2025, we filed a complaint with the Supreme Court of the State of New York seeking relief and demanding payment from these customers for the remaining termination payments along with certain other receivables for solar modules previously delivered.

“Business – Incentive Programs.” Although we compete in markets that do not require solar-specific government incentive programs, our net sales and profits remain subject to variability based on the availability and size of these programs, including tax and production incentives, renewable portfolio standards, and other incentive programs intended to stimulate economies, achieve decarbonization initiatives, and/or establish greater energy independence.

Such programs continue to influence the demand for PV solar energy around the world.

Supply and Demand

As a result of the market opportunities described above, we recently commenced operations at our fourth and fifth manufacturing facilities in the United States and completed the expansion of our manufacturing footprint at our existing facilities in Ohio.

We believe

Further, even on an unsubsidized basis, utility-scale PV solar is cost competitive with conventional forms of energy generation, including natural gas and nuclear, and is significantly faster to deploy than a five-year natural gas project development timeline or a much longer nuclear project timeline.

Pricing Competition

Module average selling prices in many global markets have declined.

However, recent module pricing in the United States, our primary market, has remained stable due, in part, to the rising demand for domestically manufactured modules as a result of the IRA, energy tax credit eligibility restrictions (including foreign-entity-related limitations) as amended by the OBBBA, and tariffs on modules imported into the United States.

Diverse Offerings

Beginning in the first quarter of 2026, we intend to permanently convert one of our Ohio facilities to CuRe, followed by a phased replication of the technology across certain manufacturing facilities within our fleet.

*•Perovskite*.

We continue to research and develop our thin-film semiconductor technology, with a focus on the use of perovskite thin films.

Perovskites have the potential to significantly increase the efficiency and reduce the cost of PV solar modules either through single-junction or potentially multi-junction devices.

Supported by the associates at our California and European Technology Centers, we continue to advance our work on improving both the efficiency and stability of this technology in developing a commercially scalable perovskite product.

Our investment in this technology also includes the construction of a dedicated perovskite development line at our Ohio facility.

Product Efficiencies

Energy Performance

reducing by a degradation factor every year thereafter throughout the limited power output warranty period of up to 30 years.

Further, on July 4, 2025, the U.S. President signed H.R.1 into law, commonly referred to as the “One Big Beautiful Bill,” which significantly curtails the availability of certain energy tax credits.

H.R.1 includes accelerating the termination of the clean electricity ITC and PTC in relation to solar and restricting tax credits if a taxpayer employs certain products and components produced by a supplier with ties to a FEOC.

H.R.1 also severely limits Section 45X tax credit eligibility for products manufactured by, or with material assistance from, a FEOC.

*•United States*.

In April 2025, the U.S. President imposed a 10% “baseline” reciprocal tariff on nearly all U.S. trading partners, and additional, higher reciprocal tariffs on certain countries.

Effective May 14, 2025, the United States entered into an agreement with China to lower the reciprocal tariff rate to 10% for 90 days.

This agreement has since been extended until November 10, 2026.

As it pertains to the countries where we manufacture solar modules, IEEPA tariffs applied to Vietnam (20%), India (25%), and Malaysia (19%).

In August 2025, the U.S. President had imposed an additional 25% tariff on India over its purchases of Russian oil, resulting in an overall rate of 50%.

On February 20, 2026, the U.S. Supreme Court ruled the IEEPA tariffs unlawful.

President Trump responded immediately by revoking the IEEPA tariff actions and imposing new global tariffs pursuant to Section 122 of the Trade Act of 1974 (“Section 122”), which provides for tariffs up to 15% for a period of no more than 150 days.

*•United States.* Effective June 4, 2025, the U.S. President increased tariffs on imported aluminum and steel articles under Section 232 from 25% to 50%.

Effective August 1, 2025, the U.S. President imposed tariffs of 50% on copper under Section 232.

Effective October 14, 2025, the U.S. President imposed tariffs of 10% on imported softwood timber and lumber products under Section 232.

The increase in net sales was primarily driven by an increase in the volume of modules sold to third parties and an increase in termination payments associated with certain customer contract terminations in the U.S., India, and Europe, partially offset by a reduction in revenue related to manufacturing issues affecting certain Series 7 modules manufactured in 2023 and 2024.

We currently believe the primary causes of the issues have been identified and we have taken actions to address such issues.

The increase was primarily driven by a higher sales mix of modules qualifying for the advanced manufacturing production credit under Section 45X of the IRC, termination payments associated with certain customer contract terminations in the U.S., India, and Europe, and an increase in the volume of modules sold to third parties, partially offset by higher module storage costs and a reduction in revenue related to manufacturing issues affecting certain Series 7 modules manufactured in 2023 and 2024.

- During 2024, we commenced production of Series 7 modules at our first manufacturing facility in Alabama, bringing our total installed nameplate production capacity across all our facilities to approximately 21 GW.

During 2025, we expect to produce between 18 GW and 19 GW and sell between 18 GW and 20 GW.

- In May 2024, we achieved a new world record CdTe research cell conversion efficiency of 23.1%, which was certified by the U.S. Department of Energy’s National Renewable Energy Laboratory.

- In July 2024, our dedicated R&D innovation center in Ohio was formally commissioned.

This R&D facility features a high-volume manufacturing scale production pilot line, which is expected to enable the production of full-sized prototypes of thin film and tandem PV modules, supporting the implementation of our technology roadmap.

“Business – Incentive Programs.”

We continue to evaluate opportunities for future expansion worldwide.

For example, certain large oil and gas and energy companies have experienced investor pressure to pursue returns commensurate with those currently associated with fossil fuel projects, where returns have become easier as fossil fuel prices have rebounded since the COVID-19 pandemic.

Internationally, given the

Although module average selling prices in many global markets continue to decline, recent module pricing in the United States, our primary market, has been relatively stable due, in part, to the demand for domestically manufactured modules as a result of the IRA.

We recently began commercial production of bifacial solar modules at certain of our manufacturing facilities and delivered our first bifacial modules to customers.

Our bifacial module features an innovative transparent back contact which, in addition to converting both front and rear side irradiance, allows infrared light to pass through rather than be absorbed as heat.

This design lowers the operational temperature of the module, resulting in a higher energy yield.

In May 2024, we achieved a new world record CdTe research cell conversion efficiency of 23.1%, which was based on our CuRe program and certified by the U.S. Department of Energy’s National Renewable Energy Laboratory.

- *Multi-junction*.

We continue to evaluate opportunities to develop and leverage other solar cell technologies in multi-junction applications that combine our thin film PV technology with another high efficiency PV semiconductor, with each layer optimized for a different range of the solar spectrum.

We believe such applications, which are expected to utilize at least one thin-film semiconductor, have the potential to significantly increase the efficiency of PV modules beyond the limits of traditional single-junction devices.

Our acquisition of Evolar is expected to accelerate the development of high efficiency multi-junction devices by integrating Evolar’s expertise with First Solar’s existing R&D capabilities.

As a result, our solar modules can produce more annual energy in real-world operating conditions than conventional crystalline silicon modules with the same nameplate capacity.

generation resources.

Accordingly, future retirements of aging energy generation resources represent a significant increase in the potential market for solar energy.

Accordingly, the demand for these solar modules is expected to increase domestic manufacturing in the near term, which may result in localized supply chain constraints and periods of inflationary pricing for certain of our key raw materials.

The financial incentives provided by the IRA have also increased demand for solar modules in general due to the incremental tax credit available for the qualified production of clean hydrogen that is powered by renewable resources.

Given the complexities of the IRA, we continue to evaluate the extent of benefits available to us, which we expect will favorably impact our results of operations in future periods.

“Government Grants” and Note 18.

“Income Taxes” to our consolidated financial statements for discussion of our expectation of the financial benefits available to us under the IRA and developments to technical guidance and regulations, respectively.

- *India.* In March 2023, the government of India allocated financial incentives under the PLI scheme to certain PV module manufacturers, including First Solar.

The PLI scheme is expected to provide aggregate funding of INR 185 billion ($2.2 billion), of which INR 11.8 billion ($138 million) was allocated to First Solar, to promote the manufacturing of high efficiency solar modules in India and to reduce India’s dependency on foreign imports of solar modules.

Under the PLI scheme, manufacturers were selected through a competitive bid process and may be entitled to receive certain cash incentives over a five-year period following the commissioning of their manufacturing facilities.

Among other things, such incentives are subject to attaining certain minimum thresholds for module efficiency and temperature coefficient and require that a certain proportion of raw materials be sourced from the domestic market.

Such conditions will be evaluated on a quarterly basis from 2026 through 2031.

At this time, it is uncertain to what extent we may qualify for such incentives.

*•United States.* In October 2023, a coalition of U.S. aluminum extruders and a labor union filed AD/CVD petitions with the USDOC and the USITC related to aluminum extrusions from 15 countries.

We import certain items that are within the scope of the investigations.

The USDOC issued preliminary and final antidumping determinations in May and September 2024, respectively, both of which found that our Malaysian supplier of aluminum extrusions was not dumping.

The remediation of any identified issues in our manufacturing process may result in increased costs as we resolve the identified issues.

We continue to increase the nameplate production capacity of our existing manufacturing facilities by improving our production throughput, increasing module wattage, and reducing manufacturing yield losses.

These foreign exchange forward contracts [added: may] qualify for accounting as cash flow hedges in accordance with Accounting Standards Codification (“ASC”) 815 and we [added: may] designate them as such.

We report unrealized gains or losses on such [added: designated] contracts in “Accumulated other comprehensive loss” and subsequently reclassify applicable amounts into earnings when the hedged transaction occurs and impacts earnings.

For additional details on our derivative hedging instruments and activities, see Note [removed: 10.][added: 9.]

For additional details on our economic hedging instruments and activities, see Note [removed: 10.][added: 9.]

As of December 31, [removed: 2024,] [added: 2025,] a 10% change in the U.S. dollar relative to our primary foreign currency exposures would have resulted in [removed: an $8.8] [added: a $3.5] million change to our net foreign currency income or loss, including the effect of our hedging activities.

See Note [removed: 13.][added: 12.]

For the year ended December 31, [removed: 2024,] [added: 2025,] a 100 basis point change in such variable interest rates would not have had a significant impact to our interest expense.

*Marketable Securities and Restricted Marketable Securities Exposure.* We invest in various debt securities, which [removed: exposes] [added: expose] us to interest rate risk.

For the year ended December 31, [removed: 2024,] [added: 2025,] our marketable securities earned a return of 5%, including the impact of fluctuations in the price of the underlying securities, and had a weighted-average maturity of 1 month as of the end of the period.

Based on our investment positions as of December 31, [removed: 2024,] [added: 2025,] a hypothetical 100 basis point change in interest rates would not have had a significant impact on the market value of our marketable securities investment portfolio.

For the year ended December 31, [removed: 2024,] [added: 2025,] our restricted marketable securities [removed: incurred] [added: earned] a [removed: loss] [added: return] of [removed: less than 1%,] [added: 10%,] including the impact of fluctuations in the price of the underlying securities, and had a weighted-average maturity of approximately [removed: 10] [added: 9] years as of the end of the period.

Based on our restricted marketable securities positions as of December 31, [removed: 2024,] [added: 2025,] a hypothetical 100 basis point change in interest rates would have resulted in a [removed: $15.4] [added: $15.9] million change in the market value of our restricted marketable securities portfolio.

We are America’s leading [removed: photovoltaic (“PV”)] [added: PV] solar technology and manufacturing company.

The only U.S.-headquartered company among the world’s largest solar manufacturers, First Solar is focused on competitively and reliably enabling power generation needs with our advanced, [added: uniquely American] thin film PV technology.

Developed at [removed: research and development (“R&D”)] [added: R&D] labs in California and Ohio, [removed: the Company’s] [added: our] technology [removed: represents the next generation of solar power generation, providing] [added: provides] a competitive, high-performance, and responsibly produced alternative to conventional crystalline silicon PV solar modules.

With [removed: approximately] [added: over] $2 billion in cumulative R&D investments in the last 20 years, we have a demonstrated history of innovation and continuous improvement.

Our current module semiconductor structure is a single-junction polycrystalline thin film that uses [removed: Cadmium Telluride (“CdTe”)] [added: CdTe] as the absorption layer.

CdTe has absorption properties that are well matched to the solar spectrum and can deliver competitive [removed: wattage] [added: performance] using approximately 2% to 3% of the amount of semiconductor material used to manufacture conventional crystalline silicon modules.

In addition to these technological advantages, we also [added: typically] warrant that our solar modules will produce at least 98% of their labeled power output rating during the first year, with the warranty coverage reducing by a degradation factor [removed: that is generally between 0.3% and 0.5%, depending on the module series,] every year thereafter throughout the limited power output warranty period of up to 30 years.

As a result of these and other factors, our solar modules can produce more annual energy in real-world operating conditions than conventional crystalline silicon modules with the same nameplate [removed: capacity.][added: power.]

With more than [removed: 75] [added: 93] GW of modules sold worldwide, we have a demonstrated history of manufacturing success and innovation.

During [removed: 2024,] [added: 2024 and 2025,] we commenced production of Series 7 modules at our [removed: first] manufacturing [removed: facility in Alabama, bringing our total installed nameplate production capacity across all our] facilities [removed: to approximately 21 GW.][added: in Alabama and Louisiana, respectively.]

Additionally, we are in the process of expanding our [added: domestic] manufacturing capacity [removed: by approximately 4 GW, including] [added: through] the construction of our [removed: fifth] [added: sixth] U.S. manufacturing [removed: facility,] [added: facility to onshore final production processes for modules initiated by our international fleet,] which is expected to commence operations in the second half of [removed: 2025.][added: 2026.]

At the outset of our module production, a sheet of glass enters the production line and [removed: in a matter of hours] is transformed into a completed module ready for [removed: shipment.][added: shipment within a few hours.]

We continue to invest significant financial resources in such [removed: initiatives, including] [added: initiatives as] the construction [added: and operation] of a dedicated perovskite development line and a dedicated [added: thin film] R&D innovation center in [removed: Ohio, which was formally commissioned during 2024.][added: Ohio.]

This R&D innovation center, which features a [removed: high-][added: manufacturing scale production pilot]

[removed: volume manufacturing scale production pilot] line, [removed: is expected to enable] [added: enables] the production of full-sized prototypes of thin film [added: single-junction] and tandem PV modules, supporting the implementation of our technology roadmap.

We [added: continue to evaluate opportunities to develop and leverage thin film tandem technologies and] believe such [removed: multi-junction] [added: tandem] applications have the potential to significantly increase the efficiency of PV modules beyond the limits of traditional single-junction devices.

[removed: Our] [added: In addition to not relying on Chinese crystalline silicon supply chains, our] thin film module technology has the fastest energy payback time, smallest carbon footprint, and lowest water use of any commercially available PV solar technology, measured on a lifecycle basis that accounts for the energy, raw materials, water usage, and transportation across the supply chain, manufacturing process, and end-of-life module recycling.

In [removed: just] [added: less than] two [removed: months under high irradiation conditions, our] [added: months, First Solar] Series 7 [added: PV] modules [added: can] produce more energy than was required to [removed: create] [added: manufacture] them.

This corresponds to [removed: a 180-fold] [added: an approximately 190-fold] energy return on investment over a 30-year project lifetime, providing an abundant net energy gain to the electricity grid.

Our recycling process recovers more than 90% of module materials for reuse, providing high quality secondary resources for new solar modules and other glass, rubber, [added: steel,] and aluminum products.

First Solar has a unique and long-standing leadership position in PV recycling, having established the industry’s first global recycling program in 2005 and recycled [removed: approximately] [added: more than] 400,000 metric tons of PV modules to date.

[added: Our] financial stability provides strategic optionality as we evaluate how to invest in our business and generate returns for our shareholders.

Our financial stability also enables us to offer meaningful warranties, which provide us with a [removed: competitive advantage relative to many of our peers in the solar industry.]

Solar energy is one of the fastest growing forms of renewable energy with numerous benefits, including economic [added: benefits] and speed of deployment, [removed: that] [added: which] make it an attractive complement to or substitute for traditional forms of energy generation.

In recent years, the cost of [removed: producing] electricity from PV solar power systems has [removed: decreased to levels that are] [added: generally been] competitive with or below [removed: the wholesale price] [added: other forms] of [removed: electricity in many markets.][added: generation.]

Other technological developments in the renewable energy industry, such as the advancement of energy storage capabilities, have further enhanced the prospects of solar energy as an [removed: alternative] [added: attractive complement] to traditional forms of energy generation.

Government incentive programs, such as [added: those enacted under] the Inflation Reduction Act of 2022 (the [removed: “IRA”),] [added: “IRA”) as amended by the One Big Beautiful Bill Act of 2025 (“OBBBA”),] have contributed to this momentum by providing solar module manufacturers, project developers, and project owners with various incentives to accelerate the deployment of solar power generation.

In light of such regulatory developments, we have recently commenced or completed certain manufacturing expansion activities in the United [removed: States and India] [added: States,] and [added: we] continue to evaluate opportunities for future expansion worldwide, as described below under “Global Markets.” For more information about certain risks associated with the IRA, see Item 1A.

“Risk Factors – We have received and expect to continue to receive certain financial benefits as a result of tax incentives [removed: provided] [added: enacted] by the Inflation Reduction Act of [removed: 2022.][added: 2022 and amended by the One Big Beautiful Bill Act of 2025.]

[removed: Internationally, given] [added: Given] the combination of (i) a European [removed: Union] market captured by Chinese solar modules, [removed: which] [added: where] pricing is at levels near or below manufacturing costs, (ii) an [removed: India] [added: Indian] market effectively closed to Southeast Asian [removed: finished goods,] [added: products,] (iii) [removed: the uncertain U.S. policy environment following the 2024 U.S. elections, and (iv)] a [added: general] supply and demand imbalance for Southeast Asian [removed: product,] [added: products, and (iv) certain tariffs on modules imported into the United States,] we have [removed: decided to reduce] [added: reduced] production [removed: output] of [removed: our] Series 6 modules at our [added: international] manufacturing [removed: facilities in Malaysia and Vietnam by a combined total of 1 GW in 2025.][added: facilities.]

In light of [removed: such] [added: these] market realities, we continue to advocate for industrial and trade policies that provide a level playing field for [removed: domestic] manufacturers of solar cells and modules.

We also continue to focus on our strategies and points of differentiation, which include our [added: proprietary] advanced module technology, our manufacturing process and distributed manufacturing presence, our [added: localized supply chain, our] R&D capabilities, our commitment to responsible solar, and our financial stability.

We are currently focusing on markets, including those listed below, in which our CdTe solar modules provide certain advantages over conventional crystalline silicon solar modules, including (i) high insolation climates in which our modules provide a superior temperature coefficient, (ii) [added: humid environments in which our modules provide a superior spectral response, (iii) markets that value responsible]

[removed: humid environments in which our modules provide a superior spectral response, (iii) markets that value responsible] sourcing through transparent supply chain reporting and ethical business practices, and (iv) markets that promote renewable energy investments through supportive policy environments.

*United States.* Multiple markets within the United States, which accounted for [removed: 93%] [added: 96%] of our [removed: 2024] [added: 2025] net sales, exemplify favorable characteristics for a solar market, including (i) sizeable and growing electricity needs, driven largely by data center [removed: demand;] [added: demand and other demand growth across a large number of utility service territories;] (ii) strong demand for renewable energy generation; (iii) abundant solar resources; and (iv) demand for domestically manufactured modules.

The market penetration of PV solar is also impacted by certain federal and state incentive programs described below under “Incentive Programs.” The U.S. currently has an installed solar generation capacity of approximately [removed: 220] [added: 266] GW, and, in [removed: 2024] [added: 2025] alone, the U.S. installed [removed: an estimated 32] [added: over 30] GW of utility-scale solar capacity.

Following the 2024 U.S. elections, the [removed: new] [added: current] U.S. Presidential administration has committed to an economic mandate focused on growth, reducing inflation, reshoring manufacturing and jobs, and championing innovation, including AI.

The U.S. is expected to need [removed: approximately 128 GW of] [added: significant] new power generation capacity [removed: by 2029] [added: as domestic power demand is expected] to [removed: meet high summer peak demand, the majority] [added: increase up to 3.5% annually through 2040, a significant portion] of which is expected to be driven by data center growth.

As a result of such market opportunities, we are in the process of expanding our U.S. manufacturing capacity, including the construction of our [removed: fifth] [added: sixth] U.S. manufacturing [removed: facility,] [added: facility to onshore final production processes for modules initiated by our international fleet,] which is expected to commence operations in the second half of [removed: 2025.][added: 2026.]

*India.* India [removed: continues to represent one of] [added: represents] the [added: third] largest [removed: and fastest growing markets] [added: global market] for PV solar energy with an installed solar generation capacity of approximately [removed: 98] [added: 132] GW.

First Solar’s approach to responsible solar is interwoven into every aspect of our business and product life cycle, from raw materials sourcing and manufacturing to end-of-life recycling.

As part of our commitment to responsible sourcing and zero tolerance for forced labor, First Solar ensures that no module components are sourced from Xinjiang, China, and that no suppliers are connected to entities on the Uyghur Forced Labor Prevention Act entity list.

competitive advantage relative to many of our peers in the solar industry.

Module average selling prices in many global markets have declined.

However, recent module pricing in the United States, our primary market, has remained stable due, in part, to the rising demand for domestically manufactured modules as a result of the IRA, energy tax credit eligibility restrictions (including foreign-entity-related limitations) as amended by the OBBBA, and tariffs on modules imported into the United States.

“Risk Factors – We have received and expect to continue to receive certain financial benefits as a result of tax incentives enacted by the Inflation Reduction Act of 2022 and amended by the One Big Beautiful Bill Act of 2025.

Subsequent legislation, including the OBBBA enacted in July 2025, has introduced additional eligibility restrictions (including foreign-entity-related limitations) to the advanced manufacturing product credits which may impact both the demand and supply of domestically manufactured solar module components.

“Risk Factors – We have received and expect to continue to receive certain financial benefits as a result of tax incentives enacted by the Inflation Reduction Act of 2022 and amended by the One Big Beautiful Bill Act of 2025.

The current federal tax regime for utility-scale solar is primarily governed by the technology-neutral clean electricity investment tax credit (“ITC”) under Section 48E and the clean electricity production tax credit (“PTC”) under Section 45Y, which were enacted as part of the IRA.

These credits require projects to satisfy certain wage and apprenticeship requirements and to meet specified beginning-of-construction standards, which may be achieved by certain qualifying procurement activities or physical work activities.

Although the IRA originally provided for long‑term availability of the 45Y and 48E credits subject to an emissions‑based phase‑down beginning no earlier than 2032, the OBBBA amended the availability of these credits for wind and solar energy projects by imposing an accelerated termination framework in addition to certain foreign-entity-related limitations.

Under the OBBBA and related U.S. Treasury and IRS guidance, utility‑scale solar projects generally must begin construction by early July 2026 to remain eligible for the 45Y or 48E credits, with projects that satisfy applicable beginning‑of‑construction and continuity requirements potentially eligible to be placed in service through 2030.

As a result, the availability and value of federal tax credits for utility‑scale solar have become more dependent on development timelines, interconnection progress, and procurement and construction sequencing.

equipment, have, and in the future could, negatively impact demand and/or price levels for our solar modules and limit our growth or lead to a reduction in our net sales or increase our costs, thereby adversely impacting our operating results.”

Regulated utilities continue to invest in utility‑scale solar to meet growing electricity demand, replace retiring generation assets, manage long‑term power costs, and support system reliability, often through utility‑owned projects or long‑term power purchase agreements.

Corporate buyers—particularly technology, data infrastructure, manufacturing, and logistics companies with significant electricity requirements—are increasingly active participants in the market, primarily through long‑term offtake arrangements designed to secure large volumes of electricity from utility‑scale solar projects.

Independent power producers and infrastructure‑oriented investors play a central role in developing, owning, and financing these projects, typically supported by contracted revenues with creditworthy counterparties.

Additionally, the unprecedented expansion of data centers, AI workloads, electrification of industrial processes, and broader economic growth has increased demand for new generation capacity and has expanded the number of potential buyers of our modules, as utility-scale solar offers low-cost, rapidly deployable new generation.

Long‑term power solar purchase agreements provide customers with price certainty and protection from fuel and wholesale

power price volatility, thereby mitigating their long-term ownership risks when partnering with stable companies that can provide affordable, fast-to-market generation.

Competition within our primary markets is influenced, in part, by evolving federal policies that affect equipment sourcing, project economics, and market access.

For example, in India solar procurement is shaped, in part, by domestic content requirements and approved-vendor regimes that condition eligibility on certain government-backed procurement.

Such policies favor Indian manufacturers and developers with compliant supply chains while increasing barriers for foreign suppliers, including Chinese manufacturers, thereby altering relative cost structures and competitive positioning.

In the United States, competition is influenced primarily through incentive‑based domestic content requirements and restrictions related to foreign entities of concern (“FEOC”), which affect eligibility for certain federal tax credits rather than imposing absolute sourcing mandates.

Such U.S. policies incentivize the use of U.S.‑manufactured or non‑Chinese equipment and can advantage competitors with established domestic supply relationships, vertically integrated operations, or access to compliant suppliers.

As a result, competition in both markets increasingly reflects not only price, scale, and execution capability, but also the ability to navigate regulatory requirements, secure compliant equipment, and manage supply‑chain and financing risk associated with changing trade and industrial policies.

For additional information, see Item 1A.

“Risk Factors – The modification, reduction, elimination, or expiration of government subsidies, economic incentives, eligibility limitations, tax incentives, renewable energy targets, and other support for on-grid solar electricity applications, or the impact of other public policies, such as tariffs or other trade remedies imposed on solar cells and modules or

related raw materials or equipment, have, and in the future could, negatively impact demand and/or price levels for our solar modules and limit our growth or lead to a reduction in our net sales or increase our costs, thereby adversely impacting our operating results.”

| Samantha Sloan | | | | | | 48 | | | | | | Executive Vice President - Corporate Affairs | | |

He serves as a member of the board of directors of Sandisk Corporation.

Prior to joining First Solar, Mr. Buehler held

Samantha Sloan joined First Solar in August 2009 and was appointed Executive Vice President of Corporate Affairs in April 2025.

Ms. Sloan drives the Company’s global policy and public affairs, corporate social responsibility, and corporate marketing efforts.

In her role, Ms. Sloan primarily works to advocate for domestic energy technology innovation, R&D, manufacturing, and trade policy.

She also oversees First Solar’s global marketing and media relations activities, as well as research, disclosure, and reporting related to the Company’s commitment to Responsible Solar.

Before joining First Solar, Ms. Sloan served as the head of global strategic marketing of the semiconductor segment at Applied Materials, the world’s leading materials engineering solutions company.

Ms. Sloan holds a Bachelor of Science in Materials Science and Engineering from the University of California, Berkeley.

[Table of Co](#iee0ff370e6ef442e9957f7fce8c9704d_7)[n](#iee0ff370e6ef442e9957f7fce8c9704d_7)[tents](#iee0ff370e6ef442e9957f7fce8c9704d_7)

We continue to evaluate opportunities to develop and leverage other solar cell technologies in multi-junction applications consisting of CdTe, or other materials, including thin film technologies.

For example, during 2023, we acquired Evolar AB (“Evolar”), a European developer of perovskite technology.

This acquisition is expected to accelerate the development of high efficiency multi-junction devices by integrating Evolar’s expertise with First Solar’s existing R&D capabilities.

We are committed to enhancing the social and economic benefits of our products and reducing our carbon footprint.

Our Series 7 module is our most eco-efficient product to date, with a carbon and water footprint that is approximately four times lower than conventional crystalline silicon modules manufactured in China and an energy payback time that is approximately five times faster.

Our

Although module average selling prices in many global markets continue to decline, recent module pricing in the United States, our primary market, has been relatively stable due, in part, to the demand for domestically manufactured modules as a result of the IRA.

significantly reduce demand for our modules.” For more information about pending and ongoing developments related to the IRA, see Item 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations – Certain Trends and Uncertainties.”

The current federal energy investment tax credit (“ITC”) for solar energy property requires projects to meet certain wage and apprenticeship requirements and to have commenced construction by a certain date, which may be achieved by certain qualifying procurement activities.

In 2022, the U.S. Congress reinstated the 30% ITC as part of the IRA discussed above.

Similarly, the IRA extended the renewable electricity PTC, which provides a tax credit for electricity generated by solar and other qualifying technologies for the first 10 years of a system’s operations.

Both the ITC and PTC are available until a four-year phase down is triggered, which occurs at the later of 2032 or the year in which power-sector emissions are 25% of 2022 levels.

The ITC and PTC have been important economic drivers of solar installations and qualifying procurement activities in the United States.

- *R&D Grants*.

The U.S. Department of Energy, though its Solar Energy Technologies Office (“SETO”), funds various solar energy R&D projects, including PV, system integration, and manufacturing initiatives, among others.

In September 2023, SETO announced the Advancing U.S. Thin-Film Solar Photovoltaics Funding Opportunity, which provides incentives for qualifying solar R&D projects related to CdTe development and the manufacturing of perovskite tandem PV products.

In May 2024, SETO announced the award recipients for this funding opportunity, which included First Solar.

These grants are intended to accelerate and expand domestic solar R&D to strengthen U.S. solar manufacturing and contribute to renewable energy targets.

*India.* In India, incentives at both the federal and state levels have contributed to growth in domestic PV solar module manufacturing and solar energy installations.

Such incentives include the following:

- *Production Linked Incentive.* In March 2023, the government of India allocated financial incentives under the Production Linked Incentive (“PLI”) scheme to certain PV module manufacturers, including First Solar.

The PLI scheme is expected to provide aggregate funding of INR 185 billion ($2.2 billion), which is

intended to promote the manufacturing of high efficiency solar modules in India and to reduce India’s dependency on foreign imports of solar modules.

The wholesale commercial and industrial market continues to represent a promising opportunity for the widespread adoption of PV solar technology as corporations undertake certain sustainability commitments.

The demand for corporate

renewables continues to accelerate, with corporations worldwide committing to the RE100 campaign.

We believe we also have a competitive advantage in the commercial and industrial market due to many customers’ sensitivity to the sustainability, experience, and financial stability of their suppliers and geographically diverse operating locations.

With our financial strength, global footprint, and commitment to responsible solar, we are well positioned to meet these needs.

Additionally, the increase of utility-owned generation and overall electric load growth, especially as a result of AI-driven data center demand, have expanded the number of potential buyers of our modules as such utility and data center customers benefit from a potentially low cost of capital available through rate-based utility investments.

Given their long-term ownership profiles, these customers typically seek to partner with stable companies that can provide low-cost alternatives to, or replacements for, aging fossil fuel-based generation resources, including reliable PV solar technology, thereby mitigating their long-term ownership risks.

warranty period of up to 30 years.

These agreements address intellectual property protection issues and require our associates, to

He earned a Bachelor of

*JinkoSolar*

On February 25, 2025, First Solar filed suit in the district court for the District of Delaware asserting that JinkoSolar Holding Co., Ltd.; Jinko Solar Co., Ltd.; Jinko Solar (Vietnam) Industries Co. Ltd.; Jinko Solar Technology Sdn.

Bhd.; Zhejiang Jinko Solar Co., Ltd.; JinkoSolar (U.S.) Holding Inc.; JinkoSolar (U.S.) Inc.; Jinko Solar (U.S.) Manufacturing Inc.; and Jinko Solar (U.S.) Industries Inc. (collectively, “JinkoSolar”) directly and indirectly infringe a First Solar patent through JinkoSolar’s manufacture, import, use, sale, and offering for sale of certain tunnel oxide passivated contact (“TOPCon”) solar products.

First Solar alleges that the JinkoSolar TOPCon products contain solar cells manufactured using a method claimed in the patent.

First Solar seeks both monetary damages and injunctive relief.

On June 27, 2025, JinkoSolar filed an answer to the complaint and counterclaims asserting that the patent-in-suit is not valid and that it is not infringed by JinkoSolar.

On July 18, 2025, First Solar filed an answer to the counterclaims.

On July 18, 2025, JinkoSolar Co. Ltd. filed an *inter partes* review before the U.S. Patent and Trademark Office (the “USPTO”) alleging First Solar’s patent asserted in the District of Delaware litigation (the “’074 Patent”) is invalid over certain prior art.

On September 29, 2025, First Solar filed a brief requesting that the *inter partes* review be discretionarily denied.

On November 20, 2025, the U.S. Patent Trial and Appeal Board declined the petition, ending the proceeding.

On December 15, 2025, JinkoSolar filed a petition for an *ex parte* reexamination of First Solar’s ‘074 patent.

First Solar is evaluating the petition and preparing its response.

The USPTO decision on whether to issue an order granting or denying the reexamination is due on March 15, 2026.

*Mundra*

On April 15, 2025, Mundra Solar PV Limited (“Mundra”) filed suit in the district court of the District of Delaware seeking declaratory judgment that it does not infringe two of First Solar’s patents (the ’074 Patent and the ’732 Patent) through its manufacture, import, use, sale, and offering for sale of certain TOPCon solar products.

On August 1, 2025, First Solar filed an answer to the compliant and pleaded counterclaims alleging that Mundra as well as its affiliates Mundra Solar Energy Ltd., Adani Solar USA Inc., Adani Solar USA LLC, and Adani Solar infringe the two First Solar patents.

On September 22, 2025, Mundra filed an answer to First Solar’s counterclaims and added counterclaims asserting that the First Solar patents are invalid.

On October 3, 2025, Adani Solar USA Inc. and Adani Solar USA LLC (collectively, “Adani Solar USA”) filed a motion to dismiss First Solar’s counterclaims with respect to Adani Solar USA.

On October 8, 2025, First Solar filed an answer to Mundra’s counterclaims.

First Solar filed an opposition to the motion to dismiss on October 17, 2025, and Adani Solar USA filed a reply brief on October 24, 2025.

On August 15, 2025, Mundra filed an *inter partes* review before the USPTO alleging that First Solar’s ’732 Patent is invalid over certain prior art.

On October 17, 2025, First Solar filed a brief requesting that the *inter partes* review be discretionarily denied.

On December 11, 2025, the U.S. Patent Trial and Appeal Board declined the petition, ending the proceeding.

On December 19, 2025, Mundra filed a petition for an *ex parte* reexamination of First Solar’s ‘074 patent.

First Solar is evaluating the petition and preparing its response.

The USPTO decision on whether to issue an order granting or denying the reexamination is due on March 19, 2026.

*Canadian Solar*

On May 9, 2025, First Solar filed suit in the district court for the District of Delaware asserting that Canadian Solar Inc.; CSI Solar Co., Ltd.; Canadian Solar Manufacturing (Thailand) Co., Ltd.; Canadian Solar International Limited; Canadian Solar (USA) Inc.; and Canadian Solar US Module Manufacturing Corporation (collectively, “Canadian Solar”) directly and indirectly infringe a First Solar patent through Canadian Solar’s manufacture, import, use, sale, and offering for sale of certain TOPCon solar products.

First Solar alleges that the Canadian Solar TOPCon products contain solar cells manufactured using a method claimed in the patent.

First Solar seeks both monetary damages and injunctive relief.

On August 11, 2025, Canadian Solar filed an answer to the complaint.

On August 22, 2025, Canadian Solar (USA) Inc. filed an *inter partes* review before the USPTO alleging that First Solar’s ’074 Patent is invalid over certain prior art.

On October 24, 2025, First Solar filed a brief requesting that the *inter partes* review be discretionarily denied.

On December 18, 2025, the U.S. Patent Trial and Appeal Board declined the petition, ending the proceeding.

*USITC Proceeding*

On February 24, 2026, First Solar filed a petition with the USITC asserting that entities affiliated with Axitec Solar, Canadian Solar, JA Solar, JinkoSolar, Mundra, Philadelphia Solar, Hanwha QCells, Runergy, Trina Solar, and VSUN (collectively, the “Respondents”) directly and indirectly infringe a First Solar patent through the importation and sale of certain TOPCon solar products.

First Solar alleges that the Respondents’ TOPCon solar products contain solar cells manufactured using a method claimed in the patent.

First Solar seeks a general exclusion order preventing the importation of infringing TOPCon solar products made by any foreign entity or, in the alternative seeks a limited exclusion order preventing the importation of infringing TOPCon products by the Respondents.

In addition, First Solar seeks a cease-and-desist order preventing the sale of infringing TOPCon products that were previously imported.

*Customer Contract Dispute*

For the fiscal year ended December 31, [removed: 2024][added: 2025]

[removed: ][added: ]

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of June 30, [removed: 2024,] [added: 2025,] the last business day of the registrant’s most recently completed second fiscal quarter, was approximately [removed: $24.0] [added: $17.7] billion (based on the closing price of the registrant’s common stock on that date).

As of February [removed: 21, 2025, 107,062,105] [added: 20, 2026, 107,310,994] shares of the registrant’s common stock, $0.001 par value per share, were outstanding.

The information required by Part III of this Form 10-K, to the extent not set forth herein, is incorporated by reference from the registrant’s definitive proxy statement relating to the Annual Meeting of Shareholders to be held in [removed: 2025,] [added: 2026,] which will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this Form 10-K relates.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, [removed: 2024][added: 2025]

| Item 1. | | | [removed: [Business](#iee0ff370e6ef442e9957f7fce8c9704d_16)] [added: [Business](#ia0cedd6bb447480eab21ba7a60cf2bc0_16)] | | | [removed: [3](#iee0ff370e6ef442e9957f7fce8c9704d_16)] [added: [3](#ia0cedd6bb447480eab21ba7a60cf2bc0_16)] | | |

| | | | [Information about Our Executive [removed: Officers](#iee0ff370e6ef442e9957f7fce8c9704d_49)] [added: Officers](#ia0cedd6bb447480eab21ba7a60cf2bc0_49)] | | | [removed: [14](#iee0ff370e6ef442e9957f7fce8c9704d_49)] [added: [14](#ia0cedd6bb447480eab21ba7a60cf2bc0_49)] | | |

| Item 1A. | | | [Risk [removed: Factors](#iee0ff370e6ef442e9957f7fce8c9704d_52)] [added: Factors](#ia0cedd6bb447480eab21ba7a60cf2bc0_52)] | | | [removed: [17](#iee0ff370e6ef442e9957f7fce8c9704d_52)] [added: [17](#ia0cedd6bb447480eab21ba7a60cf2bc0_52)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#iee0ff370e6ef442e9957f7fce8c9704d_55)] [added: Comments](#ia0cedd6bb447480eab21ba7a60cf2bc0_70)] | | | [removed: [43](#iee0ff370e6ef442e9957f7fce8c9704d_55)] [added: [45](#ia0cedd6bb447480eab21ba7a60cf2bc0_70)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#iee0ff370e6ef442e9957f7fce8c9704d_58)] [added: [Cybersecurity](#ia0cedd6bb447480eab21ba7a60cf2bc0_73)] | | | [removed: [43](#iee0ff370e6ef442e9957f7fce8c9704d_58)] [added: [45](#ia0cedd6bb447480eab21ba7a60cf2bc0_73)] | | |

| Item 2. | | | [removed: [Properties](#iee0ff370e6ef442e9957f7fce8c9704d_61)] [added: [Properties](#ia0cedd6bb447480eab21ba7a60cf2bc0_76)] | | | [removed: [45](#iee0ff370e6ef442e9957f7fce8c9704d_61)] [added: [46](#ia0cedd6bb447480eab21ba7a60cf2bc0_76)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#iee0ff370e6ef442e9957f7fce8c9704d_64)] [added: Proceedings](#ia0cedd6bb447480eab21ba7a60cf2bc0_79)] | | | [removed: [45](#iee0ff370e6ef442e9957f7fce8c9704d_64)] [added: [47](#ia0cedd6bb447480eab21ba7a60cf2bc0_79)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#iee0ff370e6ef442e9957f7fce8c9704d_67)] [added: Disclosures](#ia0cedd6bb447480eab21ba7a60cf2bc0_82)] | | | [removed: [45](#iee0ff370e6ef442e9957f7fce8c9704d_67)] [added: [49](#ia0cedd6bb447480eab21ba7a60cf2bc0_82)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#iee0ff370e6ef442e9957f7fce8c9704d_73)] [added: Securities](#ia0cedd6bb447480eab21ba7a60cf2bc0_88)] | | | [removed: [46](#iee0ff370e6ef442e9957f7fce8c9704d_73)] [added: [50](#ia0cedd6bb447480eab21ba7a60cf2bc0_88)] | | |

| Item 6. | | | [removed: [Reserved](#iee0ff370e6ef442e9957f7fce8c9704d_76)] [added: [Reserved](#ia0cedd6bb447480eab21ba7a60cf2bc0_91)] | | | [removed: [47](#iee0ff370e6ef442e9957f7fce8c9704d_76)] [added: [51](#ia0cedd6bb447480eab21ba7a60cf2bc0_91)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#iee0ff370e6ef442e9957f7fce8c9704d_79)] [added: Operations](#ia0cedd6bb447480eab21ba7a60cf2bc0_94)] | | | [removed: [47](#iee0ff370e6ef442e9957f7fce8c9704d_79)] [added: [51](#ia0cedd6bb447480eab21ba7a60cf2bc0_94)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#iee0ff370e6ef442e9957f7fce8c9704d_106)] [added: Risk](#ia0cedd6bb447480eab21ba7a60cf2bc0_121)] | | | [removed: [66](#iee0ff370e6ef442e9957f7fce8c9704d_106)] [added: [70](#ia0cedd6bb447480eab21ba7a60cf2bc0_121)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#iee0ff370e6ef442e9957f7fce8c9704d_109)] [added: Data](#ia0cedd6bb447480eab21ba7a60cf2bc0_124)] | | | [removed: [68](#iee0ff370e6ef442e9957f7fce8c9704d_109)] [added: [72](#ia0cedd6bb447480eab21ba7a60cf2bc0_124)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#iee0ff370e6ef442e9957f7fce8c9704d_112)] [added: Disclosure](#ia0cedd6bb447480eab21ba7a60cf2bc0_127)] | | | [removed: [68](#iee0ff370e6ef442e9957f7fce8c9704d_112)] [added: [72](#ia0cedd6bb447480eab21ba7a60cf2bc0_127)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#iee0ff370e6ef442e9957f7fce8c9704d_115)] [added: Procedures](#ia0cedd6bb447480eab21ba7a60cf2bc0_130)] | | | [removed: [68](#iee0ff370e6ef442e9957f7fce8c9704d_115)] [added: [72](#ia0cedd6bb447480eab21ba7a60cf2bc0_130)] | | |

| Item 9B. | | | [Other [removed: Information](#iee0ff370e6ef442e9957f7fce8c9704d_118)] [added: Information](#ia0cedd6bb447480eab21ba7a60cf2bc0_133)] | | | [removed: [69](#iee0ff370e6ef442e9957f7fce8c9704d_118)] [added: [73](#ia0cedd6bb447480eab21ba7a60cf2bc0_133)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#iee0ff370e6ef442e9957f7fce8c9704d_121)] [added: Inspections](#ia0cedd6bb447480eab21ba7a60cf2bc0_136)] | | | [removed: [69](#iee0ff370e6ef442e9957f7fce8c9704d_121)] [added: [73](#ia0cedd6bb447480eab21ba7a60cf2bc0_136)] | | |

| Item 10. | | | [Directors, Executive Officers, and Corporate [removed: Governance](#iee0ff370e6ef442e9957f7fce8c9704d_127)] [added: Governance](#ia0cedd6bb447480eab21ba7a60cf2bc0_142)] | | | [removed: [70](#iee0ff370e6ef442e9957f7fce8c9704d_127)] [added: [74](#ia0cedd6bb447480eab21ba7a60cf2bc0_142)] | | |

| Item 11. | | | [Executive [removed: Compensation](#iee0ff370e6ef442e9957f7fce8c9704d_130)] [added: Compensation](#ia0cedd6bb447480eab21ba7a60cf2bc0_145)] | | | [removed: [70](#iee0ff370e6ef442e9957f7fce8c9704d_130)] [added: [74](#ia0cedd6bb447480eab21ba7a60cf2bc0_145)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#iee0ff370e6ef442e9957f7fce8c9704d_133)] [added: Matters](#ia0cedd6bb447480eab21ba7a60cf2bc0_148)] | | | [removed: [70](#iee0ff370e6ef442e9957f7fce8c9704d_133)] [added: [74](#ia0cedd6bb447480eab21ba7a60cf2bc0_148)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#iee0ff370e6ef442e9957f7fce8c9704d_136)] [added: Independence](#ia0cedd6bb447480eab21ba7a60cf2bc0_151)] | | | [removed: [71](#iee0ff370e6ef442e9957f7fce8c9704d_136)] [added: [75](#ia0cedd6bb447480eab21ba7a60cf2bc0_151)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#iee0ff370e6ef442e9957f7fce8c9704d_139)] [added: Services](#ia0cedd6bb447480eab21ba7a60cf2bc0_154)] | | | [removed: [71](#iee0ff370e6ef442e9957f7fce8c9704d_139)] [added: [75](#ia0cedd6bb447480eab21ba7a60cf2bc0_154)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#iee0ff370e6ef442e9957f7fce8c9704d_145)] [added: Schedules](#ia0cedd6bb447480eab21ba7a60cf2bc0_160)] | | | [removed: [72](#iee0ff370e6ef442e9957f7fce8c9704d_145)] [added: [76](#ia0cedd6bb447480eab21ba7a60cf2bc0_160)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#iee0ff370e6ef442e9957f7fce8c9704d_253)] [added: Summary](#ia0cedd6bb447480eab21ba7a60cf2bc0_268)] | | | [removed: [128](#iee0ff370e6ef442e9957f7fce8c9704d_253)] [added: [128](#ia0cedd6bb447480eab21ba7a60cf2bc0_268)] | | |

The forward-looking statements include statements, among other things, concerning: effects resulting from certain module manufacturing changes; our business strategy, including anticipated trends and developments in and management plans for our business and the markets in which we operate; future financial results, operating results, module volumes produced, module volumes sold, revenues, gross margin, operating expenses, products, projected costs (including estimated future module collection and recycling costs), warranties and anticipated claims thereunder, solar module technology and cost reduction roadmaps, product reliability, investments, and capital expenditures; our ability to [removed: successfully integrate an acquired business; our ability to] continue to reduce the cost per watt of our solar modules; the impact of public [removed: policies;] [added: policies, such as tariffs, export controls, or other trade remedies;] the potential impact of legislation intended to encourage renewable energy investments through tax credits; our ability to expand manufacturing capacity worldwide, including the construction of new manufacturing facilities in the United States and related increases in manufacturing capacity; the impact of supply chain disruptions, which may affect the procurement of raw materials used in our manufacturing process and the distribution of our modules; research and development [added: (“R&D”)] programs and our ability to improve the wattage of our solar modules; [removed: sales and marketing initiatives;] our ability to enforce our intellectual property rights; and competition.

- structural imbalances in global supply and demand for photovoltaic [added: (“PV”)] solar modules;

- the [added: modification,] reduction, elimination, or expiration of government subsidies, [removed: policies, and incentive programs for solar] [added: economic incentives, tax incentives, renewable] energy [removed: projects] [added: targets,] and other [removed: renewable energy projects;][added: support for on-grid solar electricity applications;]

- the impact of public policies, such as tariffs, export controls, or other trade remedies imposed on solar cells and [removed: modules;][added: modules or related raw materials or equipment;]

- our ability to incorporate technology improvements into our manufacturing process, including the implementation of our copper replacement [added: (“CuRe”)] program;

- our ability to avoid manufacturing interruptions, including during the ramp of [removed: our Series 7 modules] [added: new] manufacturing facilities;

- the loss of any of our large customers, or the [removed: ability] [added: inability] of our customers and counterparties to perform under their contracts with [removed: us;][added: us, including through terminations by customers of any contract in part or in full;]

- the severity and duration of public health [removed: threats, including the potential impact on the Company’s business, financial condition, and results of operations;][added: threats;]

- environmental responsibility, including with respect to [removed: Cadmium Telluride] [added: CdTe] and other semiconductor materials;

- future collection and recycling costs for solar modules covered by our module collection and recycling program, or otherwise as required by external laws and [removed: regulation;][added: regulations;]

4300 E Camelback Road, Suite 220

Phoenix, Arizona 85018

| [Signatures](#ia0cedd6bb447480eab21ba7a60cf2bc0_271) | | | | | | [129](#ia0cedd6bb447480eab21ba7a60cf2bc0_271) | | |

- our continued investments in R&D;

350 West Washington Street, Suite 600

Tempe, Arizona 85288

| [Signatures](#iee0ff370e6ef442e9957f7fce8c9704d_256) | | | | | | [129](#iee0ff370e6ef442e9957f7fce8c9704d_256) | | |

- the passage of legislation intended to encourage renewable energy investments through tax credits, such as the Inflation Reduction Act of 2022;

- our continued investment in research and development;

The Head of [removed: Information] [added: Cyber] Security oversees the [removed: Information Security] [added: cybersecurity] team, which assesses and manages cybersecurity risks at First Solar as part of our information security program.

The Head of [removed: Information] [added: Cyber] Security and our [removed: Information Security] [added: cybersecurity] team members collectively hold certifications in cyber-risk oversight from the National Association of Corporate Directors, Certified Systems Security Officer and Certified Information Systems Manager credentials, and Certified Information Systems Security Professional and Systems Security Certified Practitioner credentials.

Our Chief Information Officer has [removed: 25] [added: 26] years of information technology experience, including [removed: 18] [added: 19] years in leadership roles at First Solar.

An Information Security Steering Committee, which is comprised of [removed: senior management from various departments,] [added: executive leadership,] serves in an advisory capacity regarding the implementation, support, and management of the information security program and compliance with applicable state and federal laws and regulations.

The [removed: Information Security] [added: cybersecurity] team actively manages cybersecurity threats and incidents through comprehensive technical tooling, reporting, partnerships, and processes.

Intrusion prevention, detection, and response systems, access management systems, and incident and vulnerability management systems are all examples of technical tools employed by First Solar’s [removed: Information Security] [added: cybersecurity] team to protect our information [added: and operational] technology environment.

Further, at least annually, certain key members from our [removed: Information Security] [added: cybersecurity] team engage in cybersecurity tabletop exercises alongside certain members of both our executive team and board of directors, which are designed to simulate a cybersecurity threat or incident to test First Solar’s incident response plan.

The Head of Cyber Security, who has over 20 years of information security experience, reports to the Chief Information Officer.

They regularly brief the executive leadership team and, at least quarterly, brief the audit committee of the board of directors on cybersecurity matters.

The Head of Information Security, who has over 20 years of information technology experience, including over 10 years in leadership roles at First Solar, reports to the Chief Information Officer and regularly briefs the Chief Financial Officer and, at least quarterly, briefs the audit committee of the board of directors on cybersecurity matters.

Effective March 16, 2025, our Head of Information Security will be departing the Company and, as a result, our Chief Information Officer will act as our interim Head of Information Security while we conduct a search for a permanent replacement.

As of December 31, [removed: 2024,] [added: 2025,] our principal [removed: properties, which pertain to our modules business,] [added: properties] consisted of the following:

| Corporate headquarters | | | | | | [removed: Tempe,] [added: Phoenix,] Arizona, United States | | | | | | Lease | | |

| Manufacturing plant [removed: (1)] | | | | | | Iberia Parish, Louisiana, United States | | | | | | Lease land, own buildings | | |

(1)Manufacturing plant currently under construction; operations are expected to commence in the second half of [removed: 2025.][added: 2026.]

| Manufacturing plant (1) | | | | | | Gaffney, South Carolina, United States | | | | | | Lease | | |

As of February [removed: 21, 2025,] [added: 20, 2026,] there were [removed: 41] [added: 39] record holders of our common stock, which does not reflect beneficial owners of our shares.

For purposes of the graph, an investment of $100 (with reinvestment of all dividends) is assumed to have been made in our common stock, the S&P 500 Index, and the Invesco Solar ETF on December 31, [removed: 2019,] [added: 2020,] and its relative performance is tracked through December 31, [removed: 2024.][added: 2025.]

[removed: ][added: ]

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of December 31, [removed: 2024] [added: 2025] our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

We also carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] based on the criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on such evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] has also been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report, which appears herein.

We also carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of our “internal control over financial reporting” to determine whether any changes in our internal control over financial reporting occurred during the quarter ended December 31, [removed: 2024] [added: 2025] that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Based on that evaluation, there were no such changes in our internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2024.][added: 2025.]

During the three months ended December 31, [removed: 2024,] [added: 2025,] none of our officers or directors terminated Rule 10b5-1 trading arrangements or adopted or terminated non-Rule 10b5-1 trading arrangements.

| Alexander R. Bradley | | | | | | Chief Financial Officer | | | | | | Adoption | | | | | | November [removed: 13, 2024] [added: 6, 2025] | | | | | | September 30, [removed: 2025] [added: 2026] | | | | | | [removed: 15,129] [added: 19,646] | | |

| Kuntal Kumar Verma | | | | | | Chief Manufacturing Officer | | | | | | Adoption | | | | | | November [removed: 14, 2024] [added: 26, 2025] | | | | | | [removed: March 31, 2025] [added: November 10, 2026] | | | | | | [removed: 7,710] [added: 11,896] | | |

| Mark R. Widmar | | | | | | Chief Executive Officer | | | | | | Adoption | | | | | | November 6, 2025 | | | | | | November 10, 2026 | | | | | | 39,951 | | |

| Markus Gloeckler | | | | | | Chief Technology Officer | | | | | | Adoption | | | | | | November 10, 2025 | | | | | | April 20, 2026 | | | | | | 12,698 | | |

| Michael Koralewski | | | | | | Chief Supply Chain Officer | | | | | | Adoption | | | | | | November 12, 2025 | | | | | | April 30, 2026 | | | | | | 6,000 | | |

| Jason Dymbort | | | | | | General Counsel & Secretary | | | | | | Adoption | | | | | | November 13, 2025 | | | | | | September 30, 2026 | | | | | | 11,573 | | |

“Business – Information about Our Executive Officers.” Information concerning our board of directors and audit committee of our board of directors will appear in our [removed: 2025] [added: 2026] Proxy Statement, under the sections “Directors” and “Corporate Governance,” and information concerning Section 16(a) beneficial ownership reporting compliance will appear in our [removed: 2025] [added: 2026] Proxy Statement under the section “Delinquent Section 16(a) Reports.” We have adopted an Insider Trading Compliance Policy governing the purchase, sale, and other dispositions of our securities by directors, officers, and employees, or First Solar itself, that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable listing standards.

Information concerning this code will appear in our [removed: 2025] [added: 2026] Proxy Statement under the section “Corporate Governance.” The information in such sections of the Proxy Statement is incorporated by reference into this Annual Report on Form 10-K.

Information concerning executive compensation and related information will appear in our [removed: 2025] [added: 2026] Proxy Statement under the section “Executive Compensation,” and information concerning the compensation committee of our board of directors (the “compensation committee”) will appear under the sections “Corporate Governance” and “Compensation Committee Report.” The information in such sections of the [removed: 2025] [added: 2026] Proxy Statement is incorporated by reference into this Annual Report on Form 10-K.

Information concerning the security ownership of certain beneficial owners and management and related stockholder matters, including certain information regarding our equity compensation plans, will appear in our [removed: 2025] [added: 2026] Proxy Statement under the section “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.” The information in such section of the Proxy Statement is incorporated by reference into this Annual Report on Form 10-K.

The following table sets forth certain information as of December 31, [removed: 2024] [added: 2025] concerning securities authorized for issuance under our equity compensation plans:

(1)Includes [removed: 814,338] [added: 631,021] shares issuable upon vesting of restricted stock units granted under our 2020 Omnibus Incentive Compensation Plan (“2020 Omnibus Plan”).

| Equity compensation plans approved by stockholders | | | | | | 631,021 | | | | | | $ | — | | | | | 6,241,836 | | |

| Total | | | | | | 631,021 | | | | | | $ | — | | | | | 6,241,836 | | |

| Equity compensation plans approved by stockholders | | | | | | 814,338 | | | | | | $ | — | | | | | 6,408,178 | | |

| Total | | | | | | 814,338 | | | | | | $ | — | | | | | 6,408,178 | | |

Information concerning certain relationships and related party transactions will appear in our [removed: 2025] [added: 2026] Proxy Statement under the section “Certain Relationships and Related Party Transactions,” and information concerning director independence will appear in our [removed: 2025] [added: 2026] Proxy Statement under the section “Corporate Governance.” The information in such sections of the Proxy Statement is incorporated by reference into this Annual Report on Form 10-K.

Information concerning principal accounting fees and services and the audit committee of our board of directors’ pre-approval policies and procedures for these items will appear in our [removed: 2025] [added: 2026] Proxy Statement under the section “Principal Accountant Fees and Services.” The information in such section of the Proxy Statement is incorporated by reference into this Annual Report on Form 10-K.

We have audited the accompanying consolidated balance sheets of First Solar, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of operations, of comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control – Integrated Framework* *(2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the COSO.

*Revenue [removed: Recognition - Modules Segment*][added: Recognition*]

As [removed: described] [added: disclosed] in [removed: Note 21 to] the consolidated [removed: financial statements,] [added: statements of operations,] the Company's [removed: modules segment] net sales were [removed: $4.2] [added: $5.2] billion for the year ended December 31, [removed: 2024.][added: 2025.]

The principal consideration for our determination that performing procedures relating to revenue recognition [removed: for the modules segment] is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s revenue recognition.

These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over the recording of revenue [removed: for the modules segment] at the transaction price once control transfers to the customer.

These procedures also included, among others (i) testing revenue recognized for a sample of revenue transactions by obtaining and inspecting source documents, such as contracts, purchase orders, invoices, and proof of transfer of control; (ii) confirming a sample of outstanding customer invoices balances as of December 31, [removed: 2024] [added: 2025] and, for confirmations not returned, obtaining and inspecting source documents, such as invoices, proof of transfer of control, and subsequent cash receipts; and (iii) testing the timing of revenue recognition for a sample of revenue transactions that occurred near December 31, [removed: 2024] [added: 2025] (before and after) by obtaining and inspecting source documents, such as contracts, invoices, and proof of transfer of control.

| | | | | | | 2024 | | | | | | [added: | | | | | |] 2023 | | | [added: | | | | | |]

| Cash and cash equivalents | | | | | | $ | [removed: 1,621,376] [added: 2,803,514] | | | | | $ | [removed: 1,946,994] [added: 1,621,376] | |

| Marketable securities | | | | | | [removed: 171,583] [added: 51,849] | | | | | | [removed: 155,495] [added: 171,583] | | |

| Accounts receivable trade, net | | | | | | [removed: 1,261,049] [added: 1,294,040] | | | | | | [removed: 660,776] [added: 1,261,049] | | |

| Government grants receivable, net | | | | | | [removed: 403,759] [added: 499,592] | | | | | | [removed: 659,745] [added: 403,759] | | |

| Inventories | | | | | | [removed: 1,084,384] [added: 736,734] | | | | | | [removed: 819,899] [added: 1,084,384] | | |

| Other current assets | | | | | | [removed: 546,882] [added: 643,103] | | | | | | [removed: 391,900] [added: 546,882] | | |

| Total current assets | | | | | | [removed: 5,089,033] [added: 6,028,832] | | | | | | [removed: 4,634,809] [added: 5,089,033] | | |

| Property, plant and equipment, net | | | | | | [removed: 5,413,683] [added: 5,675,794] | | | | | | [removed: 4,397,285] [added: 5,413,683] | | |

| Deferred tax assets, net | | | | | | [removed: 208,808] [added: 194,672] | | | | | | [removed: 142,819] [added: 208,808] | | |

| Restricted marketable securities | | | | | | [removed: 199,136] [added: 217,172] | | | | | | [removed: 198,310] [added: 199,136] | | |

| Government grants receivable | | | | | | [removed: 157,570] [added: 125,607] | | | | | | [removed: 152,208] [added: 157,570] | | |

| Goodwill | | | | | | [removed: 28,335] [added: 31,095] | | | | | | [removed: 29,687] [added: 28,335] | | |

| Intangible assets, net | | | | | | [removed: 54,654] [added: 51,007] | | | | | | [removed: 64,511] [added: 54,654] | | |

| Inventories | | | | | | [removed: 275,372] [added: 237,462] | | | | | | [removed: 266,899] [added: 275,372] | | |

| Other assets | | | | | | [removed: 697,770] [added: 759,669] | | | | | | [removed: 478,604] [added: 697,770] | | |

| Total assets | | | | | | $ | [removed: 12,124,361] [added: 13,321,310] | | | | | $ | [removed: 10,365,132] [added: 12,124,361] | |

| Accounts payable | | | | | | $ | [removed: 482,190] [added: 405,775] | | | | | $ | [removed: 207,178] [added: 482,190] | |

| Income taxes payable | | | | | | [removed: 77,363] [added: 7,490] | | | | | | [removed: 22,134] [added: 77,363] | | |

| Accrued expenses | | | | | | [removed: 508,581] [added: 519,414] | | | | | | [removed: 524,829] [added: 508,581] | | |

| Current portion of debt | | | | | | [removed: 236,424] [added: 215,979] | | | | | | [removed: 96,238] [added: 236,424] | | |

| Deferred revenue | | | | | | [removed: 712,000] [added: 1,014,386] | | | | | | [removed: 413,579] [added: 712,000] | | |

| Other current liabilities | | | | | | [removed: 60,884] [added: 91,058] | | | | | | [removed: 42,200] [added: 60,884] | | |

| Total current liabilities | | | | | | [removed: 2,077,442] [added: 2,254,102] | | | | | | [removed: 1,306,158] [added: 2,077,442] | | |

| Accrued solar module collection and recycling liability | | | | | | [removed: 134,394] [added: 146,017] | | | | | | [removed: 135,123] [added: 134,394] | | |

| Long-term debt | | | | | | [removed: 373,354] [added: 282,593] | | | | | | [removed: 464,068] [added: 373,354] | | |

| Deferred revenue | | | | | | [removed: 1,327,825] [added: 805,018] | | | | | | [removed: 1,591,604] [added: 1,327,825] | | |

| Other liabilities | | | | | | [removed: 233,769] [added: 295,587] | | | | | | [removed: 180,710] [added: 233,769] | | |

| Total liabilities | | | | | | [removed: 4,146,784] [added: 3,783,317] | | | | | | [removed: 3,677,663] [added: 4,146,784] | | |

| Common stock, $0.001 par value per share; 500,000,000 shares authorized; [removed: 107,060,281] [added: 107,309,794] and [removed: 106,847,475] [added: 107,060,281] shares issued and outstanding at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively | | | | | | 107 | | | | | | 107 | | |

| Additional paid-in capital | | | | | | [removed: 2,898,418] [added: 2,902,013] | | | | | | [removed: 2,890,427] [added: 2,898,418] | | |

February 24, 2026

| | | | | | | 2025 | | | | | | 2024 | | |

| Net income | | | | | | $ | 1,528,229 | | | | | $ | 1,292,044 | | | | | $ | 830,777 | |

| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,528,229 | | | | | | — | | | | | | 1,528,229 | | |

| Other comprehensive income | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 28,592 | | | | | | 28,592 | | |

| Balance at December 31, 2025 | | | | | | 107,310 | | | | | | $ | 107 | | | | | $ | 2,902,013 | | | | | $ | 6,791,339 | | | | | $ | (155,466) | | | | | $ | 9,537,993 | |

| Net income | | | | | | $ | 1,528,229 | | | | | $ | 1,292,044 | | | | | $ | 830,777 | |

| Other, net | | | | | | 44,233 | | | | | | 13,342 | | | | | | 23,630 | | |

| Proceeds from other borrowings | | | | | | 487,323 | | | | | | — | | | | | | — | | |

| Repayment of other borrowings | | | | | | (487,323) | | | | | | — | | | | | | — | | |

We may sell trade accounts receivable to financial institutions under non-recourse or full recourse factoring arrangements.

Under non‑recourse factoring arrangements, which qualify for sale accounting, the transferred receivables are derecognized from the consolidated balance sheets and proceeds are recorded as operating cash flows when control transfers to the financial institution.

Any related fees or discounts are recorded in “Selling, general and administrative” expense.

Under full‑recourse factoring arrangements, we retain the credit risk associated with the factored receivables and account for the transactions as secured borrowings, with proceeds recorded under “Other current liabilities” and related costs recognized as interest expense.

comply with the grant’s conditions and that the grant will be received.

These events and changes in circumstances may include a significant decrease in the market

Significant

*Supplier Finance Program*.

We participate in a supplier finance program.

Under such program, certain suppliers may, at their sole discretion, elect to sell one or more of their receivables from us to a financial institution.

Our payment obligations to the financial institution are not accelerated and remain subject to the original contractual terms agreed with the supplier; consequently, amounts payable under the program are included in “Accounts payable,” and payments made under the program are reported as operating cash flows.

We do not provide guarantees or collateral in connection with these arrangements.

Gains and losses arising from the

| Gross amount | | | | | | $ | 421,700 | | | | | $ | — | | | | | $ | 2,760 | | | | | $ | 424,460 | |

| Total | | | | | | $ | 28,335 | | | | | $ | — | | | | | $ | 2,760 | | | | | $ | 31,095 | |

| | | | | | | December 31, 2025 | | | | | | | | | | | | | | |

| Patents | | | | | | 10,500 | | | | | | (7,964) | | | | | | 2,536 | | |

| Total | | | | | | $ | 151,304 | | | | | $ | (100,297) | | | | | $ | 51,007 | |

| 2026 | | | | | | $ | 2,739 | |

| 2027 | | | | | | 2,639 | | |

| 2028 | | | | | | 920 | | |

| 2029 | | | | | | 536 | | |

| 2030 | | | | | | 279 | | |

| Thereafter | | | | | | 735 | | |

| | | | | | | 2025 | | | | | | 2024 | | |

We sold no securities during the year ended December 31, 2025.

| | | | | | | As of December 31, 2025 | | | | | | | | | | | | | | | | | | | | |

| U.S. debt | | | | | | 10,000 | | | | | | — | | | | | | 713 | | | | | | 9,287 | | |

| Total | | | | | | $ | 52,562 | | | | | $ | — | | | | | $ | 713 | | | | | $ | 51,849 | |

| | | | | | | Amortized Cost | | | | | | Unrealized Gains | | | | | | Unrealized Losses | | | | | | Fair Value | | |

February 25, 2025

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance at December 31, 2021 | | | | | | 106,332 | | | | | | $ | 106 | | | | | $ | 2,871,352 | | | | | $ | 3,184,455 | | | | | $ | (96,362) | | | | | $ | 5,959,551 | |

| Net loss | | | | | | — | | | | | | — | | | | | | — | | | | | | (44,166) | | | | | | — | | | | | | (44,166) | | |

| Impairments and net losses on disposal of long-lived assets | | | | | | 1,360 | | | | | | 1,568 | | | | | | 63,338 | | |

| Liabilities assumed by customers for the sale of systems | | | | | | — | | | | | | — | | | | | | (145,281) | | |

| Gain on debt forgiveness | | | | | | — | | | | | | — | | | | | | (30,201) | | |

| Other, net | | | | | | 11,982 | | | | | | 22,062 | | | | | | (1,029) | | |

Proceeds received from asset-based

We capitalize costs related to computer software obtained or developed for internal use, which generally includes enterprise-level business and finance software that we may customize to meet our specific operational requirements.

expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life.

We only recognize tax

Sales of Businesses

Sale of Japan Project Development Business

In May 2022, we entered into various agreements with certain subsidiaries of PAG, a private investment firm, for the sale of our Japan project development business.

The transaction included our approximately 293 MW utility-scale solar project development platform, which comprised the business of developing, contracting for the construction of, and selling utility-scale PV solar power systems.

In June 2022, we completed the sale of our Japan project development business for an aggregate purchase price of ¥66.4 billion ($490.8 million) and transferred cash and restricted cash of ¥8.4 billion ($61.9 million) to PAG.

As a result of this transaction, we recognized a gain of $245.2 million, net of transaction costs, during the year ended December 31, 2022, which was included in “Gain on sales of businesses, net” in our consolidated statements of operations.

During the year ended December 31, 2023, we recognized certain post-closing adjustments and earnouts associated with the prior sale of our Japan project development business, which were included in “Gain on sales of businesses, net” in our consolidated statements of operations.

Sales of North American and International O&M Operations

In January 2022, we completed the sale of our Chilean O&M operations to a subsidiary of Clairvest and received total consideration of $1.9 million.

As a result of this transaction, we recognized a gain of $1.6 million, net of transaction costs and post-closing adjustments, during the year ended December 31, 2022, which was included in “Gain on sales of businesses, net” in our consolidated statements of operations.

In September 2022, we completed the sale of our Australian O&M operations to a separate subsidiary of Clairvest for consideration of $6.0 million.

As a result of this transaction, we recognized a gain of $4.4 million, net of transaction costs and post-closing adjustments, during the year ended December 31, 2022, which was included in “Gain on sales of businesses, net” in our consolidated statements of operations.

In September 2022, we also completed the sale of our Japanese O&M operations to a subsidiary of PAG for consideration of ¥692.7 million ($4.8 million).

As a result of this transaction, we recognized a gain of $1.4 million, net of transaction costs and post-closing adjustments, during the year ended December 31, 2022, which was included in “Gain on sales of businesses, net” in our consolidated statements of operations.

During the years ended December 31, 2023 and 2024, we recognized certain post-closing adjustments associated with the prior sale of our O&M operations in a foreign jurisdiction, which was included in “Gain on sales of businesses, net” in our consolidated statements of operations.

| Gross amount (1) | | | | | | $ | 407,827 | | | | | $ | 14,952 | | | | | $ | 273 | | | | | $ | 423,052 | |

| Total | | | | | | $ | 14,462 | | | | | $ | 14,952 | | | | | $ | 273 | | | | | $ | 29,687 | |

——————————

ASC 350-20 allows companies to perform a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying value to determine whether it is necessary to perform a quantitative goodwill impairment test.

Such qualitative assessment considers various factors, including macroeconomic conditions, industry and market considerations, cost factors, the overall financial performance of a reporting unit, and any other relevant events affecting our company or a reporting unit.

| Patents | | | | | | 9,438 | | | | | | (7,072) | | | | | | 2,366 | | |

| Total | | | | | | $ | 150,242 | | | | | $ | (85,731) | | | | | $ | 64,511 | |

| 2025 | | | | | | $ | 4,079 | |

| 2026 | | | | | | 2,696 | | |

| 2027 | | | | | | 2,596 | | |

| Date: February [removed: 25, 2025] [added: 24, 2026] | | | By: | | | | | | /s/ NATHAN THEURER | | |

| /s/ MARK R. WIDMAR | | | | | | Chief Executive Officer and Director | | | | | | February [removed: 25, 2025] [added: 24, 2026] | | |

| /s/ ALEXANDER R. BRADLEY | | | | | | Chief Financial Officer | | | | | | February [removed: 25, 2025] [added: 24, 2026] | | |

| /s/ MICHAEL J. AHEARN | | | | | | Chair of the Board of Directors | | | | | | February [removed: 25, 2025] [added: 24, 2026] | | |

| /s/ LISA A. KRO | | | | | | Director | | | | | | February [removed: 25, 2025] [added: 24, 2026] | | |

| /s/ WILLIAM J. POST | | | | | | Director | | | | | | February [removed: 25, 2025] [added: 24, 2026] | | |

| /s/ VENKATA RENDUCHINTALA | | | | | | Director | | | | | | February [removed: 25, 2025] [added: 24, 2026] | | |

| /s/ PAUL H. STEBBINS | | | | | | Director | | | | | | February [removed: 25, 2025] [added: 24, 2026] | | |

| /s/ MICHAEL SWEENEY | | | | | | Director | | | | | | February [removed: 25, 2025] [added: 24, 2026] | | |

| /s/ NORMAN L. WRIGHT | | | | | | Director | | | | | | February [removed: 25, 2025] [added: 24, 2026] | | |

| /s/ ANITA MARANGOLY GEORGE | | | | | | Director | | | | | | February 24, 2026 | | |

| Anita Marangoly George | | | | | | | | | | | | | | |

| /s/ MOLLY E. JOSEPH | | | | | | Director | | | | | | February 25, 2025 | | |

| Molly E. Joseph | | | | | | | | | | | | | | |