الإحصائيات الأساسية
CIK | 1831651 |
SEC Filings
SEC Filings (Chronological Order)
August 5, 2025 |
Offer Letter, dated May 13, 2025, by and between Bobbie King and Shoals Technologies Group, Inc. Exhibit 10.19 May 13, 2025 Dear Bobbie, Shoals Technologies Group, Inc., a Delaware corporation (the “Company”) is pleased to offer you the position of Chief Legal Officer and Corporate Secretary of the Company, reporting to the Chief Executive Officer (the “CEO”), on the terms and subject to the conditions set forth in this letter agreement. 1. Duties and Responsibilities. Your duties and respons |
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August 5, 2025 |
Exhibit 99.1 Shoals Technologies Group, Inc. Reports Financial Results for Second Quarter 2025 –Quarterly Revenue of $110.8 million, an increase of 11.7% year over year – –Gross Margin of 37.2% – –Operating Profit of $16.0 million – –Adjusted EBITDA1 of $24.5 million – –Backlog and Awarded Orders at Record Level of $671.3 million – –Provides Third Quarter and Increases Full Year 2025 Revenue Outlo |
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August 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 —————————— FORM 8-K —————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 5, 2025 —————————— Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) —————————— Delaware 001-39942 85-3774438 (State o |
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August 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39942 Shoals Technologies G |
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May 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Shoals Technologies Group, Inc. (Exact name of the registrant as specified in its charter) Delaware 001-39942 85-3774438 (State or other jurisdiction of incorporation) (Commission file number) (I.R.S. Employer Identification No.) 1400 Shoals Way, Portland, TN 37148 (Address of principal ex |
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May 30, 2025 |
Conflict Minerals Report for the year ended December 31, Exhibit 1.01 Shoals Technologies Group, Inc. Conflict Minerals Report For the Year Ended December 31, 2024 The information in this Specialized Disclosure Report on Form SD (this “Report”) includes the activities of Shoals Technologies Group, Inc. (“we,” “us,” “our,” “Shoals,” or the “Company”) and its subsidiaries. Rule 13p-1 under the Securities Exchange Act of 1934, as amended, and Form SD, are |
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May 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 —————————— FORM 8-K —————————— CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 1, 2025 —————————— Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) —————————— Delaware 001-39942 85-3774438 (State or o |
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May 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39942 Shoals Technologies |
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May 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 —————————— FORM 8-K —————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 2, 2025 —————————— Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) —————————— Delaware 001-39942 85-3774438 (State or o |
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May 6, 2025 |
Form of RSU Grant Notice and Award Agreement 2025 Exhibit 10.1 SHOALS TECHNOLOGIES GROUP, INC. 2021 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Shoals Technologies Group, Inc. 2021 Long-Term Incentive Plan, as amended from time to time (the “Plan”), Shoals Technologies Group, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Partici |
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May 6, 2025 |
Exhibit 99.1 Shoals Technologies Group, Inc. Reports Financial Results for First Quarter 2025 –Quarterly Revenue of $80.4 million – –Gross Margin of 35.0% – –Net Loss of $(0.3) million – –Adjusted EBITDA1 of $12.8 million – –Backlog and Awarded Orders Increased 5% Year-Over-Year to $645.1 million – –Provides Second Quarter and Full Year 2025 Outlook – PORTLAND, TN. – May 6, 2025 (GLOBE NEWSWIRE) – |
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May 6, 2025 |
Form of PSU Grant Notice and Award Agreement 2025 Exhibit 10.2 SHOALS TECHNOLOGIES GROUP, INC. 2021 LONG-TERM INCENTIVE PLAN PERFORMANCE SHARE UNIT GRANT NOTICE Pursuant to the terms and conditions of the Shoals Technologies Group, Inc. 2021 Long-Term Incentive Plan, as amended from time to time (the “Plan”), Shoals Technologies Group, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Partic |
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March 20, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission Only ( |
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March 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission Only (as permitted by Rule |
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March 12, 2025 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 —————————— FORM 8-K —————————— CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) March 11, 2025 —————————— Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) —————————— Delaware 001-39942 85-3774438 (State o |
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March 12, 2025 |
Letter from BDO USA, LLP to the Securities and Exchange Commission, dated March 11, 2025 Exhibit 16.1 March 11, 2025 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on March 11, 2025, to be filed by our former client, Shoals Technologies Group, Inc. We agree with the statements made in response to that Item insofar as they relate to our Firm. Very truly y |
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February 25, 2025 |
Exhibit 99.1 Shoals Technologies Group, Inc. Reports Financial Results for Fourth Quarter 2024 –Quarterly Revenue of $107.0 million – –Adjusted Gross Profit Percentage1of 37.6% – –Quarterly Net Income of $7.8 million – –Adjusted EBITDA1 of $26.4 million – –Ending Backlog and Awarded Orders of $634.7 million – –Provides First Quarter and Full Year 2025 Outlook – PORTLAND, TN. – February 25, 2025 (G |
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February 25, 2025 |
Shoals Technologies Group, Inc. Insider Trading Policy Exhibit 19.1 INSIDER TRADING POLICY SHOALS TECHNOLOGIES GROUP, INC. PURPOSE This Insider Trading Policy (the “Policy”) provides guidelines with respect to transactions in the securities of Shoals Technologies Group, Inc. (the “Company”) and the handling of confidential information about the Company and the companies with which the Company does business. The Company’s Board of Directors (the “Board |
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February 25, 2025 |
Description of Registered Securities Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Shoals Technologies Group, Inc. (the “Company”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our Class A common stock, $0.00001 par value per share. In this Exhibit 4.1, when we refer to “ |
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February 25, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 —————————— FORM 8-K —————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 25, 2025 —————————— Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) —————————— Delaware 001-39942 85-3774438 (Stat |
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February 25, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39942 Shoals |
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February 25, 2025 |
Second Amended and Restated Bylaws of Shoals Technologies Group, Inc., dated February 20, 2025 Exhibit 3.3 SECOND AMENDED AND RESTATED BYLAWS OF SHOALS TECHNOLOGIES GROUP, INC. ARTICLE I OFFICES Section 1.01 Registered Office. The address of the registered office of Shoals Technologies Group, Inc. (the “Company”) in the State of Delaware is 251 Little Falls Drive, in the City of Wilmington, County of New Castle, Delaware 19808. The name of the Company’s registered agent at such address is C |
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February 25, 2025 |
Offer Letter, dated March 1, 2024, by and between Inez Lund and Shoals Technologies Group, Inc. Exhibit 10.18 March 1, 2024 Dear Inez, Shoals Technologies Group, Inc (the “Company”) is pleased to offer you the position of Chief Accounting Officer (“CAO”) of the Company, reporting to the Chief Financial Officer (the “CFO”), on the terms and subject to the conditions set forth in this letter agreement. 1.Duties and Responsibilities. Your duties and responsibilities as CAO of the Company will i |
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February 25, 2025 |
Subsidiaries of the Registrant Exhibit 21.1 Subsidiaries of the Registrant Company Name Jurisdiction of Organization Shoals Intermediate Parent, Inc. Delaware Shoals Technologies Group, LLC Tennessee Shoals International, LLC Delaware Shoals Energy Spain, S.L. Spain Shoals Energy Australia Pty Ltd Australia |
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November 12, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 —————————— FORM 8-K —————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 12, 2024 —————————— Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) —————————— Delaware 001-39942 85-3774438 (Stat |
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November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39942 Shoals Technolog |
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November 12, 2024 |
Exhibit 99.1 Shoals Technologies Group, Inc. Reports Financial Results for Third Quarter 2024 –Secures Favorable Initial Ruling in ITC Case Against Voltage, LLC – –Quarterly Revenue of $102.2 million – –Gross Profit Percentage of 24.8% and Adjusted Gross Profit Percentage of 37.9% – –Net Loss of $0.3 million – –Adjusted EBITDA of $24.5 million – –Raises Midpoint of Full-Year Revenue Outlook – PORT |
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October 21, 2024 |
SC 13G 1 p24-3025sc13g.htm SHOALS TECHNOLOGIES GROUP, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Shoals Technologies Group, Inc. (Name of Issuer) Class A Common Stock, par value $0.00001 per share (Title of Class of Securities) 82489W107 (CUSIP Number) October 18, 2024 (Date of Event Which Requires Filing |
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October 21, 2024 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) EX-99.1 2 p24-3025exhibit991.htm JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing |
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September 25, 2024 |
SHLS / Shoals Technologies Group, Inc. / JOHO CAPITAL LLC Passive Investment SC 13G/A 1 joho-shls083124a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Shoals Technologies Group, Inc. (Name of Issuer) Class A Common Stock, $0.00001 Par Value (Title of Class of Securities) 82489W107 (CUSIP Number) September 20, 2024 (Date of Event Which Requires Filing of this Statement) |
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September 3, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 —————————— FORM 8-K —————————— CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) September 3, 2024 —————————— Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) —————————— Delaware 001-39942 85-3774438 (Stat |
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September 3, 2024 |
Exhibit 99.1 Shoals Press Statements in Response to ITC Case Against Voltage Shoals Technologies Group Secures Favorable Initial Ruling in ITC Case Against Voltage, LLC Ruling Represents Big Win for U.S. Solar Manufacturing Industry and American Jobs PORTLAND, Tenn. - September 3, 2024 - Shoals Technologies Group, Inc. (“Shoals”) (Nasdaq: SHLS), a global leader in electrical balance of system (“EB |
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August 19, 2024 |
Shoals Technologies Group, Inc. 1400 Shoals Way Portland, TN 37148 August 19, 2024 Shoals Technologies Group, Inc. 1400 Shoals Way Portland, TN 37148 August 19, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C. 20549 Attention: Heather Clark Claire Erlanger Re: Shoals Technologies Group, Inc. Form 10-K for the Year Ended December 31, 2023 Filed February 28, 2024 File No. 001-3 |
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August 12, 2024 |
Shoals Technologies Group Appoints Niharika Taskar Ramdev to Its Board of Directors Exhibit 99.1 Shoals Technologies Group Appoints Niharika Taskar Ramdev to Its Board of Directors PORTLAND, Tenn., August 12, 2024 - Shoals Technologies Group, Inc. (Nasdaq: SHLS), a global leader in electrical balance of systems (EBOS) solutions for the energy transition market, today announced that its Board of Directors has appointed Niharika Taskar Ramdev to the Board, effective August 9, 2024. |
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August 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 —————————— FORM 8-K —————————— CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) August 7, 2024 —————————— Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) —————————— Delaware 001-39942 85-3774438 (State o |
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August 6, 2024 |
Exhibit 3.2 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SHOALS TECHNOLOGIES GROUP, INC. (a Delaware corporation) * * * * Adopted in accordance with the provisions of §242 of the General Corporation Law of the State of Delaware * * * * Shoals Technologies Group, Inc., a corporation duly organized and existing under and by virtue of the General Corporation La |
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August 6, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 —————————— FORM 8-K —————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 6, 2024 —————————— Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) —————————— Delaware 001-39942 85-3774438 (State o |
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August 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39942 Shoals Technologies G |
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August 6, 2024 |
Exhibit 99.1 Shoals Technologies Group, Inc. Reports Financial Results for Second Quarter 2024 –Quarterly Revenue of $99.2 million – –Gross Margin of 40.3% – –Net Income of $11.8 million – –Adjusted EBITDA of $27.7 million – –Backlog and Awarded Orders Increased 18% Year-Over-Year to $642.3 million – –Provides Third Quarter and Full Year 2024 Outlook – PORTLAND, TN. – August 6, 2024 (GLOBE NEWSWIR |
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August 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 —————————— FORM 8-K —————————— CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) July 28, 2024 —————————— Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) —————————— Delaware 001-39942 85-3774438 (State or |
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June 11, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 —————————— FORM 8-K —————————— CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) June 10, 2024 —————————— Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) —————————— Delaware 001-39942 85-3774438 (State or |
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June 11, 2024 |
Exhibit 99.1 Shoals Technologies Group, Inc. Announces $150 Million Share Repurchase Program and Entry Into $25 Million Accelerated Share Repurchase Agreement PORTLAND, Tenn., June 11, 2024 (GLOBE NEWSWIRE) - Shoals Technologies Group, Inc. (“Shoals” or the “Company”) (Nasdaq: SHLS), a leading provider of electrical balance of system solutions for the energy transition market, today announced that |
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May 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Shoals Technologies Group, Inc. (Exact name of the registrant as specified in its charter) Delaware 001-39942 (State or other jurisdiction of incorporation) (Commission file number) 1400 Shoals Way, Portland, TN 37148 (Address of principal executive offices) (Zip code) Dominic Bardos Chief |
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May 31, 2024 |
Conflict Minerals Report for the year ended December 31, 2023 Exhibit 1.01 Shoals Technologies Group, Inc. Conflict Minerals Report For the Year Ended December 31, 2023 The information in this Specialized Disclosure Report on Form SD (this “Report”) includes the activities of Shoals Technologies Group, Inc. (“we,” “us,” “our,” “Shoals,” or the “Company”) and its subsidiaries. Rule 13p-1 under the Securities Exchange Act of 1934, as amended, and Form SD, are |
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May 17, 2024 |
SHLS / Shoals Technologies Group, Inc. / JOHO CAPITAL LLC Passive Investment SC 13G 1 joho-shls051624.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Shoals Technologies Group, Inc. (Name of Issuer) Class A Common Stock, $0.00001 Par Value (Title of Class of Securities) 82489W107 (CUSIP Number) May 16, 2024 (Date of Event Which Requires Filing of this Statement) Check the app |
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May 7, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 —————————— FORM 8-K —————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 7, 2024 —————————— Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) —————————— Delaware 001-39942 85-3774438 (State or o |
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May 7, 2024 |
Exhibit 99.1 Shoals Technologies Group, Inc. Reports Financial Results for First Quarter 2024 –Quarterly Revenue of $90.8 million – –Gross Margin of 40.2% – –Net Income of $4.8 million – –Adjusted EBITDA of $20.5 million – –Backlog and Awarded Orders Increased 17% Year-Over-Year to $615.2 million – –Provides Second Quarter and Full Year 2024 Outlook – PORTLAND, TN. – May 7, 2024 (GLOBE NEWSWIRE) – |
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May 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39942 Shoals Technologies |
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May 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 —————————— FORM 8-K —————————— CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 2, 2024 —————————— Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) —————————— Delaware 001-39942 85-3774438 (State or o |
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March 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 —————————— FORM 8-K —————————— CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) March 19, 2024 —————————— Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) —————————— Delaware 001-39942 85-3774438 (State o |
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March 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Stat |
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March 22, 2024 |
Exhibit 10.1 Execution Version [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601 (b)(10) Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. AMENDMENT NO. 6 AMENDMENT NO. 6, dated as of March 19, 2024 (this “Amendment”), to the Credit Agreement dated as of November 25, 2020, by an |
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March 22, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D |
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March 12, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ D |
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February 28, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 —————————— FORM 8-K —————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 28, 2024 —————————— Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) —————————— Delaware 001-39942 85-3774438 (Stat |
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February 28, 2024 |
Form of RSU Grant Notice and Award Agreement 2024 Exhibit 10.12 SHOALS TECHNOLOGIES GROUP, INC. 2021 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Shoals Technologies Group, Inc. 2021 Long-Term Incentive Plan, as amended from time to time (the “Plan”), Shoals Technologies Group, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Partic |
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February 28, 2024 |
Subsidiaries of the Registrant Exhibit 21.1 Subsidiaries of the Registrant Active subsidiaries as of December 31, 2023: Company Name Jurisdiction of Organization Shoals Intermediate Parent, Inc. Delaware Shoals Technologies Group, LLC Tennessee Shoals International, LLC Delaware Shoals Energy Spain, S.L. Spain |
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February 28, 2024 |
Form of PSU Grant Notice and Award Agreement 2024 Exhibit 10.13 SHOALS TECHNOLOGIES GROUP, INC. 2021 LONG-TERM INCENTIVE PLAN PERFORMANCE SHARE UNIT GRANT NOTICE Pursuant to the terms and conditions of the Shoals Technologies Group, Inc. 2021 Long-Term Incentive Plan, as amended from time to time (the “Plan”), Shoals Technologies Group, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Parti |
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February 28, 2024 |
Exhibit 10.24 December 12, 2022 Jeffery Tolnar 4407 Westlawn Dr. Nashville, TN 37209 Re : Formal Employment Offer Dear Jeff, On behalf of Shoals Technologies Group, I am pleased to present you with the following summary of the terms of your formal employment offer. Neither you nor the Company shall be bound by the terms set forth in this letter until this letter is fully executed. Your position wi |
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February 28, 2024 |
Shoals Technologies Group, Inc. Clawback and Recoupment Policy Exhibit 97.1 SHOALS TECHNOLOGIES GROUP, INC. CLAWBACK AND RECOUPMENT POLICY PURPOSE Shoals Technologies Group, Inc., a Delaware corporation (the “Company”), believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Comp |
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February 28, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39942 Shoals |
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February 28, 2024 |
Exhibit 99.1 Shoals Technologies Group, Inc. Reports Financial Results for Fourth Quarter 2023 –Quarterly Revenue of $130.4 million, up 38% Year-Over-Year – –Gross Margin of 42.5% – –Net Income of $16.6 million – –Adjusted EBITDA of $39.1 million – –Backlog and Awarded Orders Increased 47% Year-Over-Year to $631.3 million – –Provides First Quarter and Full Year 2024 Outlook – PORTLAND, TN. – Febru |
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February 13, 2024 |
SHLS / Shoals Technologies Group, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv01912-shoalstechnologiesgr.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Shoals Technologies Group, Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 82489W107 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the ap |
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February 9, 2024 |
SHLS / Shoals Technologies Group, Inc. / Clearbridge Investments, LLC Passive Investment SC 13G 1 shoa23in.htm CUSIP NO. 82489W107 13G Page 1 of 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Shoals Technologies Group, Inc. (Name of Issuer) Class A Common Stock, $0.00001 Par Value (Title of Class of Securities) 82489W107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Fil |
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February 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Shoals Technologies Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 82489W107 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi |
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January 23, 2024 |
SHLS / Shoals Technologies Group, Inc. / BlackRock Inc. Passive Investment us82489w1071012324.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 6) Shoals Technologies Group, Inc. - (Name of Issuer) Class A Common Stock - (Title of Class of Securities) 82489W107 - (CUSIP Number) December 31, 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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November 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39942 Shoals Technolog |
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November 7, 2023 |
Exhibit 99.1 Shoals Technologies Group, Inc. Reports Financial Results for Third Quarter 2023 –Record Quarterly Revenue of $134.2 million, up 48% Year-Over-Year – –Gross Margin of 10.5% Significantly Impacted by $50.2 million Wire Insulation Shrinkback Expenses – –Net Loss of $(9.8) million – –Adjusted EBITDA of $48.0 million, up 81% Year-Over-Year – –Backlog and Awarded Orders Increased 34% Year- |
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November 7, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 —————————— FORM 8-K —————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 7, 2023 —————————— Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) —————————— Delaware 001-39942 85-3774438 (State |
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August 1, 2023 |
Shoals Technologies Group, Inc. 2Q23 Earnings Conference Call Script August 1, 2023 Exhibit 99.2 Shoals Technologies Group, Inc. 2Q23 Earnings Conference Call Script August 1, 2023 Operator Good afternoon, and welcome to Shoals Technologies Group Second Quarter 2023 Earnings Conference Call. Today's call is being recorded, and we have allocated one hour for prepared remarks and Q&A. At this time, I would like to turn the conference over to Mehgan Peetz, Chief Legal Officer for Sh |
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August 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39942 Shoals Technologies G |
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August 1, 2023 |
Exhibit 99.1 Shoals Technologies Group, Inc. Reports Financial Results for Second Quarter 2023 –Record Quarterly Revenue of $119.2 million, up 62% Year-Over-Year – –System Solutions Revenue Grew 80% Year-Over-Year to $102.1 million, Representing 86% of Second Quarter Revenue – –Gross Margin Expanded 350 bps Year-Over-Year to 42.4% – –Signed Landmark 10 Gigawatt Master Supply Agreement with Blattne |
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August 1, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 —————————— FORM 8-K —————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 1, 2023 —————————— Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) —————————— Delaware 001-39942 85-3774438 (State o |
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June 14, 2023 |
EX-10.1 Exhibit 10.1 1400 Shoals Way Portland TN. 37148 +1 615.451.1400 [email protected] www.shoals.com June 11, 2023 Dear Brandon, Shoals Technologies Group, Inc., a Delaware corporation (the “Company”) is pleased to offer you the position of Chief Executive Officer of the Company, reporting to the Board of Directors of the Company (the “Board”), on the terms and subject to the conditions set for |
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June 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) June 14, 2023 Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39942 85-3774438 (State or other jurisdiction of incorporation) (Commi |
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June 14, 2023 |
EX-99.1 Exhibit 99.1 SHOALS TECHNOLOGIES GROUP, INC. APPOINTS BRANDON MOSS AS CHIEF EXECUTIVE OFFICER – Mr. Moss Brings a Proven Track Record of Driving Growth and Value Creation to Shoals – PORTLAND, TN. – June 14, 2023 (GLOBE NEWSWIRE) – Shoals Technologies Group, Inc. (“Shoals” or the “Company”) (Nasdaq: SHLS), a leading provider of electrical balance of system (“EBOS”) solutions for solar, bat |
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May 8, 2023 |
Exhibit 99.1 Shoals Technologies Group, Inc. Reports Financial Results for First Quarter 2023 –Revenue of $105.1 million, up 55% Compared to the Prior Year Period and a Quarterly Record – –System Solutions Revenue of $91.3 million, Nearly Double the Prior Year Period and Representing 87% of First Quarter Revenue – –Gross Margin of 45.9%, Expanding 720 bps Over the Prior Year Period – –Backlog and |
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May 8, 2023 |
Shoals Technologies Group, Inc. 1Q23 Earnings Conference Call Script May 8, 2023 Exhibit 99.2 Shoals Technologies Group, Inc. 1Q23 Earnings Conference Call Script May 8, 2023 Operator Good afternoon, and welcome to Shoals Technologies Group First Quarter 2023 Earnings Conference Call. Today's call is being recorded, and we have allocated one hour for prepared remarks and Q&A. At this time, I would like to turn the conference over to Mehgan Peetz, Chief Legal Officer for Shoals |
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May 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39942 Shoals Technologies |
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May 8, 2023 |
Form of PSU Grant Notice and Award Agreement Exhibit 10.4 SHOALS TECHNOLOGIES GROUP, INC. 2021 LONG-TERM INCENTIVE PLAN PERFORMANCE SHARE UNIT GRANT NOTICE Pursuant to the terms and conditions of the Shoals Technologies Group, Inc. 2021 Long-Term Incentive Plan, as amended from time to time (the “Plan”), Shoals Technologies Group, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Partic |
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May 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 —————————— FORM 8-K —————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 8, 2023 —————————— Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) —————————— Delaware 001-39942 85-3774438 (State or o |
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May 8, 2023 |
Form of RSU Grant Notice and Award Agreement Exhibit 10.3 SHOALS TECHNOLOGIES GROUP, INC. 2021 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Shoals Technologies Group, Inc. 2021 Long-Term Incentive Plan, as amended from time to time (the “Plan”), Shoals Technologies Group, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Partici |
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May 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 —————————— FORM 8-K —————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 4, 2023 —————————— Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) —————————— Delaware 001-39942 85-3774438 (State or o |
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May 4, 2023 |
Shoals Technologies Group Files Patent Infringement Complaint with ITC Against Hikam and Voltage Shoals seeks to prohibit the alleged infringing products from importation into the United States PORTLAND, TN, May 4, 2023 – Shoals Technologies Group, Inc. |
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May 4, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 —————————— FORM 8-K —————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 4, 2023 —————————— Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) —————————— Delaware 001-39942 85-3774438 (State or o |
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March 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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March 22, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D |
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March 10, 2023 |
EX-99.5 3 d474512dex995.htm EX-99.5 Exhibit 99.5 Shoals Technologies Group, Inc. Lock-Up Agreement March 7, 2023 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Re: Shoals Technologies Group, Inc.—Lock-Up Agreement Ladies and Gentlemen: The undersigned understands that you, as underwriters (the “Underwriters”), propose to enter into an Underwriting Agreement (the “Underwriting Agre |
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March 10, 2023 |
Exhibit 1.1 Shoals Technologies Group, Inc. 24,501,650 Shares of Class A Common Stock Underwriting Agreement March 7, 2023 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Ladies and Gentlemen: The stockholders of Shoals Technologies Group, Inc., a Delaware corporation (the “Company”), named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditi |
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March 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2023 (March 7, 2023) SHOALS TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-39942 85-3774438 (State or other jurisdiction of inc |
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March 10, 2023 |
EX-99.6 Exhibit 99.6 Shoals Technologies Group, Inc. Lock-Up Agreement March 7, 2023 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Re: Shoals Technologies Group, Inc.—Lock-Up Agreement Ladies and Gentlemen: The undersigned understands that you, as underwriters (the “Underwriters”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”), with Shoals Technol |
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March 10, 2023 |
SHLS / Shoals Technologies Group Inc - Class A / Solon Dean - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) Shoals Technologies Group, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 82489W107 (CUSIP Number) David Cox Legal Representative 150 Third Avenue South, Suite 2800 Nashville, TN 37201 (615) 742-6299 (Name, Address and |
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March 10, 2023 |
Shoals Technologies Group, Inc. Lock-Up Agreement March 7, 2023 EX-99.4 Exhibit 99.4 Shoals Technologies Group, Inc. Lock-Up Agreement March 7, 2023 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Re: Shoals Technologies Group, Inc.—Lock-Up Agreement Ladies and Gentlemen: The undersigned understands that you, as underwriters (the “Underwriters”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”), with Shoals Technol |
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March 9, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) SHOALS TECHNOLOGIES GROUP, INC. |
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March 9, 2023 |
24,501,650 Shares Shoals Technologies Group, Inc. Class A Common Stock 424B5 Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-268610 PROSPECTUS SUPPLEMENT (To Prospectus dated November 30, 2022) 24,501,650 Shares Shoals Technologies Group, Inc. Class A Common Stock The selling stockholders identified herein are offering 24,501,650 shares of Class A common stock. We will not receive any of the proceeds from the sale of shares by the selling stoc |
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March 7, 2023 |
FWP Free Writing Prospectus dated March 7, 2023 Relating to Prospectus dated November 30, 2022 Filed Pursuant to Rule 433 under the Securities Act of 1933 Registration Statement No. |
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March 7, 2023 |
SUBJECT TO COMPLETION, DATED MARCH 7, 2023 424B5 Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-268610 THE INFORMATION IN THIS PRELIMINARY PROSPECTUS SUPPLEMENT IS NOT COMPLETE AND MAY BE CHANGED. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BECOME EFFECTIVE BY RULE OF THE SECURITIES AND EXCHANGE COMMISSION. THIS PRELIMINARY PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS ARE NOT AN OFFER TO SELL |
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February 28, 2023 |
Exhibit 99.1 Shoals Technologies Group, Inc. Reports Financial Results for Fourth Quarter 2022 – Revenue Nearly Doubled Year-Over-Year to $94.7 million – – System Solutions Revenue Increased 150% Year-Over-Year – – Gross Margin Expanded More Than 950 bps Year-Over-Year – – Backlog and Awarded Orders Up 43% Year-Over-Year to $428.6 million – – Provides 2023 Outlook for Continued Strong Growth – POR |
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February 28, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39942 Shoals |
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February 28, 2023 |
Subsidiaries of the Registrant Exhibit 21.1 Subsidiaries of the Registrant Active subsidiaries as of December 31, 2022: Company Name Jurisdiction of Organization Shoals Parent LLC Delaware Shoals Intermediate Holdings LLC Delaware Shoals Holdings LLC Delaware Shoals Technologies, LLC Alabama Shoals Technologies Group, LLC Tennessee Solon, LLC Tennessee Shoals Connect LLC Delaware Shoals International LLC Delaware Shoals Energy |
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February 28, 2023 |
Shoals Technologies Group, Inc. 4Q22 Earnings Conference Call Script February 28, 2023 Exhibit 99.2 Shoals Technologies Group, Inc. 4Q22 Earnings Conference Call Script February 28, 2023 Operator Good afternoon, and welcome to Shoals Technologies Group Fourth Quarter 2022 Earnings Conference Call. Today's call is being recorded, and we have allocated one hour for prepared remarks and Q&A. At this time, I would like to turn the conference over to Mehgan Peetz, Chief Legal Officer for |
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February 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 —————————— FORM 8-K —————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 28, 2023 —————————— Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) —————————— Delaware 001-39942 85-3774438 (Stat |
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February 27, 2023 |
Shoals Technologies Group, Inc. Executive Severance Plan EX-10.2 Exhibit 10.2 Final SHOALS TECHNOLOGIES GROUP, INC. EXECUTIVE SEVERANCE PLAN 1. Purpose. Shoals Technologies Group, Inc., a Delaware corporation (the “Company”), has adopted the Shoals Technologies Group, Inc. Executive Severance Plan (the “Plan”) to provide severance pay and benefits to eligible officers and management employees who are Eligible Executives (as defined below) and whose empl |
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February 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) February 23, 2023 Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39942 85-3774438 (State or other jurisdiction of incorporation) (C |
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February 27, 2023 |
EX-99.1 Exhibit 99.1 SHOALS TECHNOLOGIES GROUP, INC. APPOINTS JEFFERY TOLNAR AS INTERIM CHIEF EXECUTIVE OFFICER – Mr. Tolnar, President, to Serve in Interim Role Until New Chief Executive Officer is Appointed – PORTLAND, TN. – February 27, 2023 (GLOBE NEWSWIRE) – Shoals Technologies Group, Inc. (“Shoals” or the “Company”) (Nasdaq: SHLS), a leading provider of electrical balance of system (“EBOS”) |
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February 27, 2023 |
EX-10.1 Exhibit 10.1 EXECUTION VERSION SEPARATION AGREEMENT THIS SEPARATION AGREEMENT (this “Agreement”) is made and entered into as of February 24, 2023, by and between Shoals Technologies Group, Inc., a Delaware corporation (the “Company”), and Jason Whitaker (“Employee”, and together with the Company, the “Parties”). W I T N E S E T H WHEREAS, Employee and Shoals Technologies Group, LLC, a subs |
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February 13, 2023 |
SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Shoals Technologies Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 82489W107 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the approp |
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February 10, 2023 |
SHLS / Shoals Technologies Group, Inc. Class A / Clearbridge Investments, LLC Passive Investment shoa22a1.htm - Generated by SEC Publisher for SEC Filing CUSIP NO. 82489W107 13G Page 1 of 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Shoals Technologies Group, Inc. (Name of Issuer) Class A Common Stock, $0.00001 Par Value (Title of Class of Securities) 82489W107 (CUSIP Number) December 31, 20 |
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February 9, 2023 |
SC 13G/A 1 tv01885-shoalstechnologiesgr.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Shoals Technologies Group Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 82489W107 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the app |
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February 8, 2023 |
SHLS / Shoals Technologies Group, Inc. Class A / Invesco Ltd. - SEC SCHEDULE 13G Passive Investment SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Shoals Technologies Group Inc (Name of Issuer) Common Stock (Title of Class of Securities) 82489W107 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropri |
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December 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 13, 2022 Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39942 85-3774438 (State or other jurisdiction of incorporation) (C |
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December 13, 2022 |
EX-99.1 2 d412435dex991.htm EX-99.1 Exhibit 99.1 SHOALS TECHNOLOGIES GROUP, INC. ANNOUNCES KEY EXECUTIVE APPOINTMENTS – Promotions Demonstrate Depth of Leadership Experience – – Appointments Strengthen Executive Team – PORTLAND, TN. – December 13, 2022 (GLOBE NEWSWIRE) – Shoals Technologies Group, Inc. (“Shoals” or the “Company”) (Nasdaq: SHLS), a leading provider of electrical balance of system ( |
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December 9, 2022 |
SHLS / Shoals Technologies Group, Inc. Class A / Solon Dean - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Shoals Technologies Group, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 82489W107 (CUSIP Number) David Cox Legal Representative 150 Third Avenue South, Suite 2800 Nashville, TN 37201 (615) 742-6299 (Name, Address and |
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December 9, 2022 |
Shoals Technologies Group, Inc. Lock-Up Agreement December 1, 2022 Exhibit 4 Exhibit 4 Shoals Technologies Group, Inc. Lock-Up Agreement December 1, 2022 J.P. Morgan Securities LLC Guggenheim Securities, LLC c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Guggenheim Securities, LLC 330 Madison Avenue, New York, New York 10017 Re: Shoals Technologies Group, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned understands th |
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December 9, 2022 |
Exhibit 6 Exhibit 6 Shoals Technologies Group, Inc. Lock-Up Agreement December 1, 2022 J.P. Morgan Securities LLC Guggenheim Securities, LLC c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Guggenheim Securities, LLC 330 Madison Avenue, New York, New York 10017 Re: Shoals Technologies Group, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned understands th |
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December 9, 2022 |
Exhibit 5 Exhibit 5 Shoals Technologies Group, Inc. Lock-Up Agreement December 1, 2022 J.P. Morgan Securities LLC Guggenheim Securities, LLC c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Guggenheim Securities, LLC 330 Madison Avenue, New York, New York 10017 Re: Shoals Technologies Group, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned understands th |
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December 6, 2022 |
Exhibit 1.1 Execution Version Shoals Technologies Group, Inc. 26,000,000 Shares of Class A Common Stock Underwriting Agreement December 1, 2022 J.P. Morgan Securities LLC and Guggenheim Securities, LLC As representatives (the ?Representatives?) of the several Underwriters named in Schedule I hereto, c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Guggenheim Securitie |
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December 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2022 SHOALS TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-39942 85-3774438 (State or other jurisdiction of incorporation or |
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December 6, 2022 |
Exhibit 10.1 AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SHOALS PARENT LLC This Amendment No. 1 (this ?Amendment?) to the Third Amended and Restated Limited Liability Company Agreement, dated January 29, 2021 (the ?LLC Agreement?), of Shoals Parent LLC, a Delaware limited liability company (the ?Company?), is entered into effective as of December 6, 2022, b |
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December 5, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) SHOALS TECHNOLOGIES GROUP, INC. |
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December 5, 2022 |
26,000,000 Shares Shoals Technologies Group, Inc. Class A Common Stock Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-268610 PROSPECTUS SUPPLEMENT (To Prospectus dated November 30, 2022) 26,000,000 Shares Shoals Technologies Group, Inc. Class A Common Stock We are offering 2,000,000 shares of our Class A common stock. The selling stockholders identified herein are offering 24,000,000 shares of Class A common stock. We will not receive any of |
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November 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2022 (November 29, 2022) SHOALS TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-39942 85-3774438 (State or other jurisdiction |
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November 30, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) SHOALS TECHNOLOGIES GROUP, INC. |
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November 30, 2022 |
Shoals Technologies Group, Inc. Announces CEO Succession Plan Exhibit 99.1 Shoals Technologies Group, Inc. Announces CEO Succession Plan PORTLAND, TN. ? November 30, 2022 (GLOBE NEWSWIRE) ? Shoals Technologies Group, Inc. (?Shoals? or the ?Company?) (Nasdaq: SHLS), a leading provider of electrical balance of system (?EBOS?) solutions for solar, battery storage and electric vehicle charging infrastructure, today announced that its Chief Executive Officer, Jas |
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November 30, 2022 |
SUBJECT TO COMPLETION, DATED NOVEMBER 30, 2022 Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-268610 THE INFORMATION IN THIS PRELIMINARY PROSPECTUS SUPPLEMENT IS NOT COMPLETE AND MAY BE CHANGED. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BECOME EFFECTIVE BY RULE OF THE SECURITIES AND EXCHANGE COMMISSION. THIS PRELIMINARY PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS ARE NOT AN OFFER TO SELL THESE |
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November 30, 2022 |
Exhibit 10.1 Execution Version TAX RECEIVABLE AGREEMENT AMENDMENT This TAX RECEIVABLE AGREEMENT AMENDMENT (this ?Amendment?) is entered into as of November 29, 2022, by and among Shoals Technologies Group, Inc., a Delaware corporation (the ?Corporation,? and together with any other members of the U.S. federal income tax affiliated group filing a consolidated federal income tax return with the Corp |
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November 30, 2022 |
As filed with the Securities and Exchange Commission on November 30, 2022 S-3ASR Table of Contents As filed with the Securities and Exchange Commission on November 30, 2022 Registration Statement No. |
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November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39942 Shoals Technolog |
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November 14, 2022 |
Exhibit 99.1 Shoals Technologies Group, Inc. Reports Financial Results for Third Quarter 2022 ?Reports Record Quarterly Revenue, Gross Profit, Adjusted EBITDA and Adjusted Net Income ? ?Revenue Grew 52% Year-Over-Year to $90.8 million in the Third Quarter ? ?System Solutions Revenue Grew 80% Year-Over-Year to $69.5 million, Representing 77% of Revenue in the Third Quarter ? ?Third Quarter Gross Ma |
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November 14, 2022 |
EXECUTION VERSION EMPLOYMENT AGREEMENT This Employment Agreement (?Agreement?) is made and entered into as of 8/11/2022, by and between Shoals Technologies Group, Inc. |
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November 14, 2022 |
Shoals Technologies Group, Inc. 3Q22 Earnings Conference Call Script November 14, 2022 Exhibit 99.2 Shoals Technologies Group, Inc. 3Q22 Earnings Conference Call Script November 14, 2022 Operator Good afternoon, and welcome to Shoals Technologies Group Third Quarter 2022 Earnings Conference Call. Today's call is being recorded, and we have allocated one hour for prepared remarks and Q&A. At this time, I would like to turn the conference over to Mehgan Peetz, General Counsel for Shoa |
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November 14, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ?????????? FORM 8-K ?????????? CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 14, 2022 ?????????? Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) ?????????? Delaware 001-39942 85-3774438 (Stat |
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August 16, 2022 |
Shoals Technologies Group, Inc. 2Q22 Earnings Conference Call Script August 15, 2022 Exhibit 99.2 Shoals Technologies Group, Inc. 2Q22 Earnings Conference Call Script August 15, 2022 Operator Good afternoon, and welcome to Shoals Technologies Group Second Quarter 2022 Earnings Conference Call. Today's call is being recorded, and we have allocated one hour for prepared remarks and Q&A. At this time, I would like to turn the conference over to Mehgan Peetz, General Counsel for Shoal |
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August 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39942 Shoals Technologies G |
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August 16, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ?????????? FORM 8-K ?????????? CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 15, 2022 ?????????? Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) ?????????? Delaware 001-39942 85-3774438 (State |
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August 16, 2022 |
Exhibit 99.1 Shoals Technologies Group, Inc. Reports Financial Results for Second Quarter 2022 ?Revenue Grew 23% Year-Over-Year to Record $73.5 million in the Second Quarter ? ?Record Gross Profit of $28.6 million ? ?Backlog and Awarded Orders Up 63% Year-Over-Year to a Record $327.2 million ? ?System Solutions Represented 77% of Revenue in the Second Quarter ? ?Reaffirms 2022 Outlook ? PORTLAND, |
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August 16, 2022 |
NT 10-Q 1 shls-nt10xqforq222.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING 001-39942 SEC FILE NUMBER (Check One): Form 10-K Form 20-F Form 11-K Form 10-Q Form 10-D Form N-CEN Form N-CSR For Period Ended: June 30, 2022 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition |
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August 15, 2022 |
EXECUTION VERSION EMPLOYMENT AGREEMENT This Employment Agreement (?Agreement?) is made and entered into as of , by and between Shoals Technologies Group, Inc. |
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August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ?????????? FORM 8-K ?????????? CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) August 11, 2022 ?????????? Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) ?????????? Delaware 001-39942 85-3774438 (State |
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August 15, 2022 |
Shoals Technologies Group Further Strengthens Executive Management Team With Appointment of New Chief Financial Officer ?Appoints Dominic Bardos to Chief Financial Officer ? PORTLAND, TN, August 15, 2022 ? Shoals Technologies Group, Inc. |
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August 15, 2022 |
Shoals Technologies Group Announces Appointments of Jeannette Mills and Robert Julian to Board of Directors PORTLAND, TN, August 15, 2022 ? Shoals Technologies Group, Inc. |
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August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ?????????? FORM 8-K ?????????? CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) August 15, 2022 ?????????? Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) ?????????? Delaware 001-39942 85-3774438 (State |
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June 10, 2022 |
June 10, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing Attention: Heather Clark and Jean Yu 100 F Street, NE Washington, D. |
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May 17, 2022 |
Exhibit 99.1 Shoals Technologies Group, Inc. Reports Financial Results for First Quarter 2022 ? First Quarter Revenue Increased 49% Year-Over-Year to Record $68.0 million ? ? System Solutions Revenue Grew 40% Year-Over-Year ? ? Gross Margin Expanded More Than 550 bps Sequentially to 38.7% ? ? Backlog and Awarded Orders Up 67% Year-Over-Year to a Record $302.3 million ? ? Reaffirms Low End of Reven |
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May 17, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 —————————— FORM 8-K —————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 16, 2022 —————————— Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) —————————— Delaware 001-39942 85-3774438 (State or |
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May 17, 2022 |
Shoals Technologies Group, Inc. 1Q22 Earnings Conference Call Script May 16, 2022 Exhibit 99.2 Shoals Technologies Group, Inc. 1Q22 Earnings Conference Call Script May 16, 2022 Operator Good afternoon, and welcome to Shoals Technologies Group First Quarter 2022 Earnings Conference Call. Today's call is being recorded, and we have allocated one hour for prepared remarks and Q&A. At this time, I would like to turn the conference over to Mehgan Peetz, General Counsel for Shoals Te |
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May 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39942 Shoals Technologies |
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May 10, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 —————————— FORM 8-K —————————— CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 5, 2022 —————————— Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) —————————— Delaware 001-39942 85-3774438 (State or o |
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May 5, 2022 |
Shoals Technologies Group, Inc. Increases Revolving Credit Facility to $150 Million Exhibit 99.1 Shoals Technologies Group, Inc. Increases Revolving Credit Facility to $150 Million PORTLAND, TN. ? May [4], 2022 (GLOBE NEWSWIRE) ? Shoals Technologies Group, Inc. (?Shoals? or the ?Company?) (Nasdaq: SHLS), a leading provider of electrical balance of system (?EBOS?) solutions for solar, battery storage and electric vehicle charging infrastructure, today announced that it has increas |
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May 5, 2022 |
Exhibit 10.1 Execution Version Error! Unknown document property name. [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. AMENDMENT NO. 5 AMENDMENT NO. 5, dated as of May 2, 2022 (this ?Amendment?), to the Credit Agreement |
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May 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ?????????? FORM 8-K ?????????? CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 2, 2022 ?????????? Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) ?????????? Delaware 001-39942 85-3774438 (State or o |
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April 8, 2022 |
Exhibit 99.1 Shoals Technologies Group, Inc. Announces Management Transition and First Quarter Earnings Release Date ? Appoints Interim Chief Financial Officer ? ? First Quarter Earnings Call to be Held May 16, 2022 ? PORTLAND, TN. ? April 8, 2022 (GLOBE NEWSWIRE) ? Shoals Technologies Group, Inc. (?Shoals? or the ?Company?) (Nasdaq: SHLS), a leading provider of electrical balance of system (?EBOS |
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April 8, 2022 |
Engagement Letter, dated as of April 7, 2022, between Shoals Exhibit 10.1 April 7, 2022 Mr. Jason Whitaker President & CEO Shoals Technologies Group, Inc. 1400 Shoals Way Portland, TN 37148 Re: Statement of Work ? Related to Agreement of Consulting Services and Terms and Conditions Dated April 7, 2022 Dear Jason: This Statement of Work (?SOW?) for consulting services, along with the letter dated April 7, 2022 and accompanying Terms and Conditions (which are |
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April 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ?????????? FORM 8-K ?????????? CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 8, 2022 ?????????? Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) ?????????? Delaware 001-39942 85-3774438 (State or |
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March 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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March 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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March 22, 2022 |
DEF 14A 1 ny20002113x1def14a.htm DEF 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission On |
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March 11, 2022 |
Shoals Technologies Group, Inc. 4Q21 Earnings Conference Call Script March 10, 2022 Exhibit 99.2 Shoals Technologies Group, Inc. 4Q21 Earnings Conference Call Script March 10, 2022 Operator Good afternoon, and welcome to Shoals Technologies Group Fourth Quarter 2021 Earnings Conference Call. Today's call is being recorded, and we have allocated one hour for prepared remarks and Q&A. At this time, I would like to turn the conference over to Mehgan Peetz, General Counsel for Shoals |
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March 11, 2022 |
Exhibit 99.1 Shoals Technologies Group, Inc. Reports Financial Results for Fourth Quarter 2021 – Record Revenue and Gross Profit for Full Year 2021 – – System Solutions Revenue Increased 29% Year-Over-Year in the Fourth Quarter – – Gross Margin of 38.8% for the Full Year 2021 – – Backlog and Awarded Orders Nearly Doubled Year-Over-Year to a Record $299.0 million – – Revenue Growth Expected to Acce |
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March 11, 2022 |
Description of Registered Securities Exhibit 4.1 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Shoals Technologies Group, Inc. (the ?Company?) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, our Class A common stock, $0.00001 par value per share. In this Exhibit 4.1, when we refer to ?Shoals Technologies Group, Inc.,? |
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March 11, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39942 Shoals |
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March 11, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ?????????? FORM 8-K ?????????? CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 10, 2022 ?????????? Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) ?????????? Delaware 001-39942 85-3774438 (State o |
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March 11, 2022 |
Exhibit 21.1 Subsidiaries of the Registrant Active subsidiaries as of December 31, 2021: Company Name Jurisdiction of Organization Shoals Parent LLC DE Shoals Intermediate Holdings LLC DE Shoals Holdings LLC DE Shoals Technologies, LLC AL Shoals Technologies Group, LLC TN Solon, LLC TN Shoals Structures, LLC TN Shoals Connect LLC DE Shoals International LLC DE |
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February 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ?????????? FORM 8-K ?????????? CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 21, 2022 ?????????? Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) ?????????? Delaware 001-39942 85-3774438 (Stat |
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February 14, 2022 |
JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) (l) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of the attached Schedule 13G, and any and all amendments thereto, and expressly authorize Invesco Ltd. |
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February 14, 2022 |
SHLS / Shoals Technologies Group, Inc. Class A / Invesco Ltd. - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Shoals Technologies Group Inc (Name of Issuer) Common Stock (Title of Class of Securities) 82489W107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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February 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Shoals Technologies Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 82489W107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi |
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February 10, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Shoals Technologies Group Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 82489W107 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ?? |
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February 10, 2022 |
SHLS / Shoals Technologies Group, Inc. Class A / Clearbridge Investments, LLC Passive Investment CUSIP NO. 82489W107 13G Page 1 of 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Shoals Technologies Group, Inc. (Name of Issuer) Class A Common Stock, $0.00001 Par Value (Title of Class of Securities) 82489W107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) |
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November 10, 2021 |
EX-99.1 2 exhibit991pressrelease2021.htm EX-99.1 Shoals Technologies Group, Inc. Reports Financial Results for Third Quarter 2021 – Revenue Increased 14% Year-Over-Year to a Record $59.8 million – – System Solutions Revenue Increased 5% Year-Over-Year to $38.6 million – – Gross Margin of 36.4% reflecting higher mix of Components sales and Acquisition Impacts– – Backlog and Awarded Orders Up 101% Y |
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November 10, 2021 |
EX-10.1 2 exhibit101thirdamendmentto.htm EX-10.1 Execution Version AMENDMENT NO. 3 AMENDMENT NO. 3, dated as of August 26, 2021 (this “Amendment”), to the Credit Agreement, dated as of November 25, 2020, by and among Shoals Holdings LLC, a Delaware limited liability company (the “Company”), Shoals Intermediate Holdings LLC, a Delaware limited liability company (“Holdings”), Wilmington Trust, Natio |
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November 10, 2021 |
Shoals Technologies Group, Inc. 3Q21 Earnings Conference Call Script November 9, 2021 EX-99.2 3 exhibit992earningsreleaset.htm EX-99.2 Shoals Technologies Group, Inc. 3Q21 Earnings Conference Call Script November 9, 2021 Operator Good afternoon, and welcome to Shoals Technologies Group Third Quarter 2021 Earnings Conference Call. Today's call is being recorded, and we have allocated one hour for prepared remarks and Q&A. At this time, I would like to turn the conference over to Meh |
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November 10, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 —————————— FORM 8-K —————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 9, 2021 —————————— Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) —————————— Delaware 001-39942 85-3774438 (State |
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November 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39942 Shoals Technolog |
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August 11, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39942 Shoals Technologies G |
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August 11, 2021 |
Exhibit 99.1 Shoals Technologies Group, Inc. Reports Financial Results for Second Quarter 2021 ? Reports Record Second Quarter Revenue Increased 38% Year-Over-Year to $59.7 million ? ? System Solutions Revenue Increased 62% to $51.2 million ? ? Second Quarter Gross Profit Margin Expands More Than 500 bps Year-Over-Year ? ? Backlog and Awarded Orders at June 30, 2021 Up 63% Versus Last Year ? ? Rea |
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August 11, 2021 |
Shoals Technologies Group, Inc. Q2 2021 Earnings Conference Call Script August 10, 2021 EX-99.2 3 exhibit992earningsreleaset.htm EX-99.2 Exhibit 99.2 Shoals Technologies Group, Inc. Q2 2021 Earnings Conference Call Script August 10, 2021 Operator ————————————————————————————————————————————————— Good afternoon, and welcome to Shoals Technologies Group Second Quarter 2021 Earnings Conference Call. Today's call is being recorded, and we have allocated one hour for prepared remarks and |
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August 11, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ?????????? FORM 8-K ?????????? CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 10, 2021 ?????????? Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) ?????????? Delaware 001-39942 85-3774438 (State |
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July 27, 2021 |
SHLS / Shoals Technologies Group, Inc. Class A / Solon Dean - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Shoals Technologies Group, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 82489W107 (CUSIP Number) David Cox Legal Representative 150 Third Avenue South, Suite 2800 Nashville, TN 37201 (615) 742-6299 (Name, Address and Telephone |
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July 21, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Shoals Technologies Group, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 82489W107 (CUSIP Number) Todd E. Molz General Counsel, Chief Administrative Officer & Managing Director Oaktree Capital Group Holdings GP, LLC 333 South G |
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July 21, 2021 |
EX-99.9 3 d154221dex999.htm EX-99.9 Exhibit 9 Shoals Technologies Group, Inc. Lock-Up Agreement July 14, 2021 Goldman Sachs & Co. LLC J.P. Morgan Securities LLC Guggenheim Securities, LLC c/o Goldman Sachs & Co. LLC 200 West Street New York, NY 10282-2198 c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Guggenheim Securities, LLC 330 Madison Avenue, New York, New York |
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July 21, 2021 |
SHLS / Shoals Technologies Group, Inc. Class A / Solon Dean - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Shoals Technologies Group, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 82489W107 (CUSIP Number) David Cox Legal Representative 150 Third Avenue South, Suite 2800 Nashville, TN 37201 (615) 742-6299 (Name, Address and Telephone |
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July 21, 2021 |
EX-99.8 2 d154221dex998.htm EX-99.8 Exhibit 8 Shoals Technologies Group, Inc. Lock-Up Agreement July 14, 2021 Goldman Sachs & Co. LLC J.P. Morgan Securities LLC Guggenheim Securities, LLC c/o Goldman Sachs & Co. LLC 200 West Street New York, NY 10282-2198 c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Guggenheim Securities, LLC 330 Madison Avenue, New York, New York |
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July 21, 2021 |
Exhibit 10 Shoals Technologies Group, Inc. Lock-Up Agreement July 14, 2021 Goldman Sachs & Co. LLC J.P. Morgan Securities LLC Guggenheim Securities, LLC c/o Goldman Sachs & Co. LLC 200 West Street New York, NY 10282-2198 c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Guggenheim Securities, LLC 330 Madison Avenue, New York, New York 10017 Re: Shoals Technologies Grou |
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July 21, 2021 |
Exhibit 5 Shoals Technologies Group, Inc. Lock-Up Agreement July 14, 2021 Goldman Sachs & Co. LLC J.P. Morgan Securities LLC Guggenheim Securities, LLC c/o Goldman Sachs & Co. LLC 200 West Street New York, NY 10282-2198 c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Guggenheim Securities, LLC 330 Madison Avenue, New York, New York 10017 Re: Shoals Technologies Group |
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July 19, 2021 |
8-K 1 d139749d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2021 SHOALS TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-39942 85-3774438 (State or other jurisdictio |
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July 19, 2021 |
Shoals Technologies Group, Inc. Announces Changes to its Board of Directors EX-99.1 2 d139749dex991.htm EX-99.1 Exhibit 99.1 Shoals Technologies Group, Inc. Announces Changes to its Board of Directors PORTLAND, TN, July 19, 2021 – Shoals Technologies Group, Inc. (“Shoals” or the “Company”) (Nasdaq: SHLS), a leading provider of electrical balance of systems (“EBOS”) solutions for solar, storage, and electric vehicle charging infrastructure, today announced the resignation |
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July 16, 2021 |
13,384,155 Shares Shoals Technologies Group, Inc. Class A Common Stock Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-257856 13,384,155 Shares Shoals Technologies Group, Inc. Class A Common Stock We are offering 8,394,463 shares of Class A common stock. The selling stockholders are offering 4,989,692 shares of Class A common stock. We will not receive any of the proceeds from the sale of shares by the selling stockholders. Our Class A common |
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July 13, 2021 |
EX-99.1 2 d199175dex991.htm EX-99.1 Exhibit 99.1 Shoals Technologies Group, Inc. Announces Launch of Offering of 13,384,155 Shares of Class A Common Stock PORTLAND, TN – 12 July 2021 – (GLOBE NEWSWIRE) – Shoals Technologies Group, Inc. (Nasdaq: SHLS) (the “Company”) today announced the launch of an underwritten public offering of an aggregate of 13,384,155 shares of the Company’s Class A common st |
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July 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 12, 2021 SHOALS TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-39942 85-3774438 (State or other jurisdiction of incorporation or org |
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July 12, 2021 |
Form of Underwriting Agreement EX-1.1 2 d138534dex11.htm EX-1.1 Exhibit 1.1 Shoals Technologies Group, Inc. [ ] Shares of Class A Common Stock Underwriting Agreement [ ], 2021 Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC As representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto, c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 c/o J.P. Morgan Securities LLC 3 |
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July 12, 2021 |
Shoals Technologies Group, Inc. 1400 Shoals Way Portland, Tennessee 37148 July 12, 2021 Shoals Technologies Group, Inc. 1400 Shoals Way Portland, Tennessee 37148 July 12, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Anne McConnell Re: Shoals Technologies Group, Inc. Registration Statement on Form S-1 Filed July 12, 2021 File No. 333-257856 Ladies and Gentlemen: Shoals Technologies Group, Inc. (t |
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July 12, 2021 |
As filed with the Securities and Exchange Commission on July 12, 2021. Table of Contents As filed with the Securities and Exchange Commission on July 12, 2021. |
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July 12, 2021 |
[Signature Page to Underwriters’ Acceleration Request] Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-7010 Attn: Anne McConnell July 12, 2021 Re: Shoals Technologies Group, Inc. Registration Statement on Form S-1 Registration File No. 333-257856 Ladies and |
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May 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39942 Shoals Technologies |
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March 19, 2021 |
DRS 1 filename1.htm Table of Contents As confidentially submitted to the Securities and Exchange Commission on March 19, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEM |
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March 16, 2021 |
Description of Registered Securities EX-4.1 2 exhibit41202010-k.htm EX-4.1 Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Shoals Technologies Group, Inc. (the “Company”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, our Class A common stock, $0.00001 par value per share. In this Exhibit 4.1, when we refer |
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March 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 15, 2021 Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39942 85-3774438 (State or other jurisdiction of incorporation or org |
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March 16, 2021 |
EX-99.1 2 exhibit991pressrelease0320.htm EX-99.1 Exhibit 99.1 Shoals Technologies Group, Inc. Reports Financial Results for Fourth Quarter and Full-Year 2020 03/15/2021 – Reports Record Revenue and Earnings for 2020 – – Fourth Quarter Gross Margin Expands More Than 530 bps Year-Over-Year – – Backlog at December 31, 2020 up 46% Versus Last Year – – Provides 2021 Outlook for Continued Strong Growth |
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March 16, 2021 |
Shoals Technologies Group, Inc. 4Q20 Earnings Conference Call Script March 15, 2021 EX-99.2 3 exhibit992earningsreleaset.htm EX-99.2 Exhibit 99.2 Shoals Technologies Group, Inc. 4Q20 Earnings Conference Call Script March 15, 2021 Operator ———————————————————————————————————————————————— Good afternoon, and welcome to Shoals Technologies Group Fourth Quarter 2020 Earnings Conference Call. Today's call is being recorded, and we have allocated one hour for prepared remarks and Q&A. |
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March 16, 2021 |
List of Subsidiaries of the Registrant Exhibit 21.1 Subsidiaries of the Registrant Active subsidiaries as of December 31, 2020: Company Name Jurisdiction of Organization Shoals Parent LLC DE Shoals Intermediate Holdings LLC DE Shoals Holdings LLC DE Shoals Technologies, LLC AL Shoals Technologies Group, LLC TN Solon, LLC TN Shoals Structures, LLC TN |
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March 16, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39942 Shoals |
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February 5, 2021 |
Joint Filing Agreement, dated February 5, 2021 EX-99.1 2 d111548dex991.htm EX-99.1 Exhibit 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing |
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February 5, 2021 |
Joint Filing Agreement, dated February 5, 2021 EX-99.1 Exhibit 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned |
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February 5, 2021 |
EX-99.6 5 d111898dex996.htm EX-99.6 Exhibit 6 Shoals Technologies Group, Inc. Lock-Up Agreement January 26, 2021 Goldman Sachs & Co. LLC J.P. Morgan Securities LLC c/o Goldman Sachs & Co. LLC 200 West Street New York, NY 10282-2198 c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Re: Shoals Technologies Group, Inc.—Lock-Up Agreement Ladies and Gentlemen: The undersigned u |
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February 5, 2021 |
SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Shoals Technologies Group, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 82489W107 (CUSIP Number) David Cox Legal Representative 150 Third Avenue South, Suite 2800 Nashville, TN 37201 (615) 742-6299 (Name, Address and Telephone Number of |
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February 5, 2021 |
EX-99.4 3 d111898dex994.htm EX-99.4 Exhibit 4 Shoals Technologies Group, Inc. Lock-Up Agreement January 26, 2021 Goldman Sachs & Co. LLC J.P. Morgan Securities LLC c/o Goldman Sachs & Co. LLC 200 West Street New York, NY 10282-2198 c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Re: Shoals Technologies Group, Inc.—Lock-Up Agreement Ladies and Gentlemen: The undersigned u |
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February 5, 2021 |
EX-99.5 4 d111898dex995.htm EX-99.5 Exhibit 5 Shoals Technologies Group, Inc. Lock-Up Agreement January 26, 2021 Goldman Sachs & Co. LLC J.P. Morgan Securities LLC c/o Goldman Sachs & Co. LLC 200 West Street New York, NY 10282-2198 c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Re: Shoals Technologies Group, Inc.—Lock-Up Agreement Ladies and Gentlemen: The undersigned u |
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February 5, 2021 |
EX-99.4 Exhibit 4 Shoals Technologies Group, Inc. Lock-Up Agreement January 26, 2021 Goldman Sachs & Co. LLC J.P. Morgan Securities LLC c/o Goldman Sachs & Co. LLC 200 West Street New York, NY 10282-2198 c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Re: Shoals Technologies Group, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned understands that you, as re |
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February 5, 2021 |
SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Shoals Technologies Group, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 82489W107 (CUSIP Number) Todd E. Molz General Counsel, Chief Administrative Officer & Managing Director Oaktree Capital Group Holdings GP, LLC 333 South Grand Avenue |
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January 29, 2021 |
Shoals Technologies Group, Inc. Announces Closing of Initial Public Offering EX-99.2 Exhibit 99.2 Shoals Technologies Group, Inc. Announces Closing of Initial Public Offering PORTLAND, TN, January 29, 2021 (GLOBAL NEWSWIRE) – Shoals Technologies Group, Inc. (the “Company”) today announced the closing of its upsized initial public offering of 88,550,000 shares of Class A common stock. The offering consisted of 11,550,000 shares of Class A common stock issued and sold by the |
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January 29, 2021 |
SHOALS TECHNOLOGIES GROUP, INC. ANNOUNCES PRICING OF UPSIZED INITIAL PUBLIC OFFERING EX-99.1 Exhibit 99.1 SHOALS TECHNOLOGIES GROUP, INC. ANNOUNCES PRICING OF UPSIZED INITIAL PUBLIC OFFERING PORTLAND, TN, January 26, 2021 (GLOBAL NEWSWIRE) – Shoals Technologies Group, Inc. (the “Company”) today announced the pricing of its upsized initial public offering of 77,000,000 shares of its Class A common stock at a price to the public of $25.00 per share. The offering consists of 9,000,00 |
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January 29, 2021 |
Amended and Restated Bylaws of Shoals Technologies Group, Inc., dated January 28, 2021 EX-3.2 3 d78730dex32.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF SHOALS TECHNOLOGIES GROUP, INC. ARTICLE I OFFICES Section 1.01 Registered Office. The address of the registered office of Shoals Technologies Group, Inc. (the “Company”) in the State of Delaware is 251 Little Falls Drive, in the City of Wilmington, County of New Castle, Delaware 19808. The name of the Company’s registered a |
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January 29, 2021 |
EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SHOALS TECHNOLOGIES GROUP, INC. Shoals Technologies Group, Inc. (the “Company”), a corporation organized and existing under the General Corporation Law of the State of Delaware (“DGCL”), does hereby certify as follows: 1. The original Certificate of Incorporation of the Company was filed with the office of the Secretary of Sta |
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January 29, 2021 |
Form of RSU Grant Notice and Award Agreement (Directors) Exhibit 10.3 SHOALS TECHNOLOGIES GROUP, INC. 2021 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Shoals Technologies Group, Inc. 2021 Long-Term Incentive Plan, as amended from time to time (the “Plan”), Shoals Technologies Group, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Partici |
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January 29, 2021 |
Exhibit 10.1 TAX RECEIVABLE AGREEMENT by and among SHOALS TECHNOLOGIES GROUP, INC., CERTAIN OTHER PERSONS NAMED HEREIN, and THE AGENT DATED AS OF JANUARY 29, 2021 TABLE OF CONTENTS Page RECITALS 1 ARTICLE I DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Other Definitional and Interpretative Provisions 10 ARTICLE II DETERMINATION OF CERTAIN REALIZED TAX BENEFITS 10 Section 2.1 Exchange Schedul |
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January 29, 2021 |
EX-10.2 6 d78730dex102.htm EX-10.2 Exhibit 10.2 EXECUTION VERSION SHOALS TECHNOLOGIES GROUP, INC. STOCKHOLDERS AGREEMENT Dated January 29, 2021 TABLE OF CONTENTS Page 1. Definitions 2 2. Board 4 (a) Nomination of Directors 4 (b) Vacancies of Directors 5 (c) Nomination of Slate 5 (d) Voting at Meetings of Stockholders 5 (e) Committees 5 (f) Reimbursement of Expenses 6 (g) No Liability for Election |
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January 29, 2021 |
Exhibit 10.3 SHOALS PARENT LLC THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of January 29, 2021 THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH LIMITED LIABILITY |
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January 29, 2021 |
EX-4.1 4 d78730dex41.htm EX-4.1 Exhibit 4.1 EXECUTION VERSION SHOALS TECHNOLOGIES GROUP, INC. REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of January 29, 2021 among Shoals Technologies Group, Inc., a Delaware corporation (the “Company”), each of the investors listed on the signature pages hereto under the caption “Sponsor Investors” (collectively, |
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January 29, 2021 |
As filed with the Securities and Exchange Commission on January 29, 2021 Registration No. |
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January 29, 2021 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 29, 2021 (January 26, 2021) SHOALS TECHNOLOGIES GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39942 85-3774438 (State or other jurisdictio |
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January 29, 2021 |
Form of RSU Grant Notice and Award Agreement (Employees) EX-10.2 Exhibit 10.2 SHOALS TECHNOLOGIES GROUP, INC. 2021 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Shoals Technologies Group, Inc. 2021 Long-Term Incentive Plan, as amended from time to time (the “Plan”), Shoals Technologies Group, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the |
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January 29, 2021 |
Shoals Technologies Group, Inc. 2021 Long-Term Incentive Plan Exhibit 10.1 SHOALS TECHNOLOGIES GROUP, INC. 2021 LONG-TERM INCENTIVE PLAN ARTICLE I PURPOSE The purpose of this Shoals Technologies Group, Inc. 2021 Long-Term Incentive Plan is to promote the success of the Company’s business for the benefit of its stockholders by enabling the Company to offer Eligible Individuals cash and stock-based incentives in order to attract, retain, and reward such indivi |
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January 28, 2021 |
77,000,000 Shares Shoals Technologies Group, Inc. Class A Common Stock 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-251830 77,000,000 Shares Shoals Technologies Group, Inc. Class A Common Stock This is an initial public offering of shares of Class A common stock of Shoals Technologies Group, Inc. We are offering 9,000,000 shares of Class A common stock. The selling stockholder is offering 68,000,000 shares of Class A common stock. We |
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January 26, 2021 |
8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 SHOALS TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 85-3774438 (State of incorporation or organization) (I.R.S. Employer Identification No.) 140 |
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January 26, 2021 |
S-1MEF As filed with the Securities and Exchange Commission on January 26, 2021 No. |
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January 25, 2021 |
EX-10.11 5 d801436dex1011.htm EX-10.11 Exhibit 10.11 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made and entered into by and between Shoals Technologies Group, LLC, a Tennessee limited liability company (the “Company”), and Mehgan Peetz (“Employee”) effective as of December 31, 2020 (the “Effective Date”). 1. Employment. During the Employment Period (as defined in Section 4), |
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January 25, 2021 |
EX-10.10 4 d801436dex1010.htm EX-10.10 Exhibit 10.10 EXECUTION VERSION EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made and entered into by and between Shoals Technologies Group, LLC, a Tennessee limited liability company (the “Company”), and Dr. Philip Garton (“Employee”) effective as of December 18, 2020 (the “Effective Date”). 1. Employment. During the Employment Period (as |
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January 25, 2021 |
S-1/A Table of Contents As filed with the Securities and Exchange Commission on January 25, 2021. |
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January 25, 2021 |
EX-10.9 3 d801436dex109.htm EX-10.9 Exhibit 10.9 EXECUTION VERSION EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made and entered into by and between Shoals Technologies Group, LLC, a Tennessee limited liability company (the “Company”), and Jason Whitaker (“Employee”) effective as of December 18, 2020 (the “Effective Date”). 1. Employment. During the Employment Period (as defined |
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January 22, 2021 |
Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-7010 Attn: Erin Purnell and Jay Ingram Re: Shoals Technologies Group, Inc. Registration Statement on Form S-1 Registration File No. 333-251830 January 22, |
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January 22, 2021 |
Shoals Technologies Group, Inc. 1400 Shoals Way Portland, Tennessee 37148 January 22, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Erin M. Purnell and Jay Ingram Re: Shoals Technologies Group, Inc. Registration Statement on Form S-1 Filed December 30, 2020 File No. 333-251830 Ladies and Gentlemen: Shoals Tech |
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January 19, 2021 |
Form of Amended and Restated Certificate of Incorporation EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SHOALS TECHNOLOGIES GROUP, INC. Shoals Technologies Group, Inc. (the “Company”), a corporation organized and existing under the General Corporation Law of the State of Delaware (“DGCL”), does hereby certify as follows: 1. The original Certificate of Incorporation of the Company was filed with the office of the Secretary of Sta |
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January 19, 2021 |
Form of Amended and Restated Bylaws Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF SHOALS TECHNOLOGIES GROUP, INC. ARTICLE I OFFICES Section 1.01 Registered Office. The address of the registered office of Shoals Technologies Group, Inc. (the “Company”) in the State of Delaware is 251 Little Falls Drive, in the City of Wilmington, County of New Castle, Delaware 19808. The name of the Company’s registered agent at such address is Corporat |
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January 19, 2021 |
Power of Attorney (included in signature page) S-1/A Table of Contents As filed with the Securities and Exchange Commission on January 19, 2021. |
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January 14, 2021 |
Joshua Korff, P.C. To Call Writer Directly: +1 212 446 4943 [email protected] 601 Lexington Avenue New York, NY 10022 United States +1 212 446 4800 www.kirkland.com Facsimile: +1 212 446 4900 January 14, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Erin M. Purnell and Jay Ingram Re: Shoals Technologies |
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January 14, 2021 |
Form of Underwriting Agreement Exhibit 1.1 Shoals Technologies Group, Inc. [•] Shares of Class A Common Stock Underwriting Agreement [•], 2021 Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC As representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto, c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New Y |
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January 14, 2021 |
S-1/A Table of Contents As filed with the Securities and Exchange Commission on January 14, 2021. |
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January 14, 2021 |
Consent of Peter Wilver to be named as a director nominee EX-99.7 7 d801436dex997.htm EX-99.7 Exhibit 99.7 Consent of Director Nominee Shoal Technologies Group, Inc. is filing a Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the initial public offering of shares of its common stock. In connection therewith, I hereby consent, pursuant to |
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January 14, 2021 |
Form of Third Amended and Restated Limited Liability Company Agreement of Shoals Parent LLC Exhibit 10.6 SHOALS PARENT LLC THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of January [●], 2021 THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH LIMITED LIABILIT |
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December 30, 2020 |
CORRESP 1 filename1.htm 601 Lexington Avenue New York, NY 10022 United States +1 212 446 4800 www.kirkland.com December 30, 2020 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Edward M. Kelly and Erin M. Purnell Re: Shoals Technologies Group, Inc. Draft Registration Statement on Form S-1 Submitted December 11, 2020 CI |
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December 30, 2020 |
List of Subsidiaries of the Registrant EX-21.1 10 d801436dex211.htm EX-21.1 Exhibit 21.1 List of Subsidiaries of the Registrant The following sets forth a simplified list of our corporate structure as of September 30, 2020, giving effect to the consummation of this offering. 1. Shoals Parent LLC 2. Shoals Intermediate Holdings LLC 3. Shoals Holdings LLC 4. Shoals Technologies, LLC 5. Shoals Technologies Group, LLC 6. Solon, LLC 7. Shoa |
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December 30, 2020 |
Consent of Dean Solon to be named as a director nominee EX-99.6 19 d801436dex996.htm EX-99.6 Exhibit 99.6 Consent of Director Nominee Shoal Technologies Group, Inc. is filing a Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the initial public offering of shares of its common stock. In connection therewith, I hereby consent, pursuant t |
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December 30, 2020 |
Consent of Brad Forth to be named as a director nominee EX-99.2 Exhibit 99.2 Consent of Director Nominee Shoal Technologies Group, Inc. is filing a Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the initial public offering of shares of its common stock. In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities |
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December 30, 2020 |
Consent of Peter Jonna to be named as a director nominee EX-99.3 16 d801436dex993.htm EX-99.3 Exhibit 99.3 Consent of Director Nominee Shoal Technologies Group, Inc. is filing a Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the initial public offering of shares of its common stock. In connection therewith, I hereby consent, pursuant t |
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December 30, 2020 |
Consent of Frank Cannova to be named as a director nominee EX-99.1 14 d801436dex991.htm EX-99.1 Exhibit 99.1 Consent of Director Nominee Shoal Technologies Group, Inc. is filing a Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the initial public offering of shares of its common stock. In connection therewith, I hereby consent, pursuant t |
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December 30, 2020 |
Form of Stockholders Agreement EX-10.7 8 d801436dex107.htm EX-10.7 Exhibit 10.7 SHOALS TECHNOLOGIES GROUP, INC. STOCKHOLDERS AGREEMENT Dated January [], 2021 TABLE OF CONTENTS Page 1. Definitions 1 2. Board 4 (a) Nomination of Directors 4 (b) Vacancies of Directors 5 (c) Nomination of Slate 5 (d) Voting at Meetings of Stockholders 5 (e) Committees 5 (f) Reimbursement of Expenses 6 (g) No Liability for Election of Recommended Di |
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December 30, 2020 |
EX-10.8 9 d801436dex108.htm EX-10.8 Exhibit 10.8 EXECUTION VERSION EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made and entered into by and between Shoals Technologies Group, LLC, a Tennessee limited liability company (the “Company”), and Dean Solon (“Employee”) effective as of December 18, 2020 (the “Effective Date”). 1. Employment. During the Employment Period (as defined in |
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December 30, 2020 |
EX-10.1 Exhibit 10.1 Execution Version [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. AMENDMENT NO. 2 AMENDMENT NO. 2, dated as of December 30, 2020 (this “Amendment”), to the Credit Agreement dated as of November 25, |
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December 30, 2020 |
Consent of Jason Lee to be named as a director nominee EX-99.4 Exhibit 99.4 Consent of Director Nominee Shoal Technologies Group, Inc. is filing a Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the initial public offering of shares of its common stock. In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities |