FTC Solar Inc 2025年度报告

(Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2025OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THETRANSITION PERIOD FROMTOCommission File Number 001-40350FTC SOLAR, INC.(Exact name of registrant as specified in its charter)Delaware81-4816270(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.)10900 Stonelake Blvd, Suite 100,Quarry Oaks II Building,Austin, Texas78759(Address of principal executive offices)(Zip Code)Registrant’s telephone number, including area code: (512) 481-4271 Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES☐NO☑ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES☑NO☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES☑NO☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the ExchangeAct. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financialreporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES☐NO☑ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the closing price of the shares of common stock onThe number of shares of registrant’s common stock outstanding as of March 20, 2026, was 15,585,198. TABLE OF CONTENTS PageCautionary Statement Regarding Forward-Looking Statements1Summary of Risk Factors2 Item 1.Business4Item 1A.Risk Factors15Item 1B.Unresolved Staff Comments39Item 1C.Cybersecurity40Item 2.Properties41Item 3.Legal Proceedings42Item 4.Mine Safety Disclosures43 Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities44Item 6.[Reserved]45Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations46Item 7A.Quantitative and Qualitative Disclosures About Market Risk63Item 8.Financial Statements and Supplementary Data65Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure104Item 9A.Controls and Procedures104Item 9B.Other Information106Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections106 Item 10.Directors, Executive Officers and Corporate Governance107Item 11.Executive Compensation107Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters107Item 13.Certain Relationships and Related Transactions, and Director Independence107Item 14.Principal Accountant Fees and Services107 Item 15.Exhibit and Financial Statement Schedules108Item 16.Form 10-K Summary110 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (“Annual Report”) contains forward-looking statements. All statements other thanstatements of historical or current facts contained in this Annual Report may be forward-looking statements. Stat