FTC Solar, Inc. 8-K

What Happened

• On March 23, 2026, FTC Solar, Inc. announced a Second Amendment and Limited Waiver to its Credit Agreement with Acquiom Agency Services LLC acting for the lenders. The lenders waived the Company’s breach of a purchase order-related covenant for the quarter ended December 31, 2025 and agreed that the purchase order covenant will not apply until the quarter ending March 31, 2027.
• Because of the waiver and amendments, the Company reversed the reclassification of its $19.9 million term loan from long-term back to long-term for the period ended December 31, 2025, except for amounts corresponding to required near-term prepayments (the “ECF Repayment Amounts”).

Key Details

• Repayment schedule (ECF Repayment Amounts): $2.5M repaid March 23, 2026; $2.5M due May 22, 2026; $5.0M due September 30, 2026. Missing any required prepayment is an event of default.
• Unrestricted cash covenant: at least the greater of $15.0M or $20.0M minus ECF repayments as of June 30, 2026 (Company expects to need at least $15.0M); thereafter at least the greater of $10.0M or $20.0M minus ECF repayments (Company expects at least $10.0M from Sept. 30, 2026 onward).
• Quarterly revenue targets: ≥ $25.0M (Q2 2026), ≥ $50.0M (Q3 2026), and ≥ $75.0M (Q4 2026 and each quarter thereafter). Revenue covenant does not apply to Q1 2026.
• EBITDA targets: consolidated EBITDA ≥ $10.0M for the 12 months ending Dec. 31, 2026; ≥ $25.0M for the 12 months ending Dec. 31, 2027 and each fiscal year thereafter. Additional requirements include direct tracker margin thresholds starting Q1 2026 and purchase-order-related thresholds beginning Q1 2027.

Why It Matters

• The amendment removes an immediate covenant default and restores most of the term loan’s long-term classification, reducing short-term solvency pressure in reported results.
• However, the company now faces specific near-term cash, revenue and EBITDA targets and mandatory principal prepayments; failing those conditions or required prepayments would trigger a default. Investors should watch upcoming quarterly revenue, cash balances (especially around June and September 2026), and the Company’s ability to meet the scheduled prepayments.