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): ~~January 20~~February 3, 2026

________________________________________________

ENPHASE ENERGY, INC.

(Exact name of registrant as specified in its charter)

________________________________________________

Delaware

001-35480

20-4645388

(State or other jurisdiction of Incorporation)

(Commission File No.)

(IRS Employer Identification No.)

(State or other jurisdiction of incorporation)

(Commission File No.)

(IRS Employer Identification No.)

47281 Bayside Parkway

Fremont, CA 94538

(Address of principal executive offices, including zip code)

(707) 774-7000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.00001 par value per share

ENPH

Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 72.0102. ~~Regulation~~Results FDof ~~Disclosure~~Operations and Financial Condition.

On orFebruary ~~around January 20~~3, 2026, Enphase Energy, Inc. (the ~~"Company" or "Enphase") notified employees of actions being taken (the~~ “~~Plan~~Company”) ~~designed~~issued toa ~~better~~press ~~align~~release ~~its~~announcing ~~workforce and cost structure with~~ the Company’s ~~business~~financial ~~needs,~~results ~~strategic~~for ~~priorities~~the ~~and~~fourth ~~ongoing~~quarter ~~commitment~~ended toDecember 31, ~~profitable growth~~2025. ~~The~~A ~~Company~~copy ~~will~~of bethe ~~reducing~~press ~~headcount~~release ~~and~~is ~~moving~~furnished ~~certain~~as ~~functions~~Exhibit 99.1 to ~~cost-efficient~~this ~~regions, affecting less than 6% of its workforce or approximately 160 employees~~report. InInformation ~~addition,~~on the Company’s ~~will~~website ~~increase~~is ~~its~~not, ~~operational efficiencies~~ and ~~reduce~~will ~~operating~~not ~~costs~~be ~~by (1) leveraging distribution-led sales coverage in certain smaller markets~~deemed, ~~supported~~a bypart ~~adjacent~~of ~~regional~~this ~~teams~~report toor ~~maintain~~incorporated ~~strong~~into ~~customer~~this ~~engagement~~or ~~and~~any ~~service;~~other ~~(2)~~filings ~~prioritizing~~that ~~R&D~~the ~~investment~~Company inmakes ~~core~~with ~~products and software; and (3) scaling productivity through~~ the ~~use~~Securities ~~of AI~~ and ~~automation~~Exchange Commission.

The ~~Company~~information ~~estimates~~in ~~that~~Item it2.02 ~~will~~of ~~incur~~this ~~approximately~~Form $48-K and Exhibit 99.~~6 million~~1 inattached ~~restructuring~~hereto ~~and~~shall ~~asset~~not ~~impairment~~be ~~charges,~~deemed “filed” for purposes of ~~which~~Section ~~approximately~~18 ~~$4.2 million~~of ~~will~~the beSecurities ~~expected~~Exchange toAct beof ~~incurred~~1934, inas amended (the ~~first~~“Exchange ~~quarter~~Act”), ofor ~~2026~~subject ~~and~~to ~~approximately~~the ~~$3.7 million~~liabilities ~~will~~of bethat ~~total~~Section ~~cash~~or ~~expenditures.~~Sections ~~The~~11 ~~estimated~~and ~~impact~~12(a)(2) of ~~charges~~the ~~related~~Securities toAct of 1933, as amended (the ~~Plan~~“Securities isAct”), ~~expected~~and toshall not be ~~approximately~~incorporated ~~$3.8 million~~by reference in ~~employee~~any ~~severance~~registration ~~and~~statement ~~benefits~~or other document filed under the Securities Act or the Exchange Act, ~~$0.7 million~~whether made before or after the date hereof, regardless of any general incorporation language in ~~asset~~such ~~impairment~~filings, ~~charges~~except ~~and~~as ~~$0.1 million~~shall ~~related~~be toexpressly ~~office~~set ~~closures~~forth by specific reference in such a filing.

The Company expects to reduce its non-GAAP operating expenses to be in the range of $70-$75 million a quarter starting from the third quarter of 2026.

The actions associated with employee restructuring under the Plan are expected to be substantially complete within the first half of 2026, subject to local laws.

The Company published a Message from the CEO to Enphase employees on its website about the implementation of the Plan. A copy of this Message from the CEO is attached as Exhibit 99.1 to this report. Information on the Company’s website is not, and will not be deemed, a part of this report or incorporated into this or any other filings that the Company makes with the Securities and Exchange Commission.

The information in this Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and shall not be incorporated by reference in any registration statement or other document filed under the Securities Act or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filings, except as shall be expressly set forth by specific reference in such a filing.

Non-GAAP Financial Measures

The Company reports its financial results in accordance with GAAP; however, the Company presents forward-looking non-GAAP operating expenses in this Current Report on Form 8-K. Non-GAAP financial measures are financial measures that are derived from the consolidated financial statements, but that are not presented in accordance with GAAP. The Company uses these non-GAAP financial measures to analyze its operating performance and future prospects, develop internal budgets and financial goals and to facilitate period-to-period comparisons. The Company believes that these non-GAAP financial measures reflect an additional way of viewing aspects of its operations that, when viewed with its GAAP results, provide a more complete understanding of factors and trends affecting its business. Investors should consider these non-GAAP financial measures in addition to, and not as a substitute for, its financial measures prepared in accordance with GAAP.

With respect to non-GAAP operating expenses, the Company is not able to provide a reconciliation of forward-looking measures to the comparable GAAP operating expenses since the quantification of certain excluded items reflected in the measures cannot be calculated or predicted at this time without unreasonable efforts. In this case, the reconciling information that is unavailable includes a forward-looking range of financial performance measures beyond the Company’s control, such as stock-based compensation. For the same reasons, the Company is unable to address the probable significance of the unavailable information, which could have a potentially unpredictable and potentially significant impact on its future GAAP operating expenses. Forward-looking non-GAAP financial measures may vary materially from the corresponding GAAP financial measures.

Forward-looking Statements

This Form 8-K contains forward-looking statements, including, but not limited to, statements related to the expected costs and charges associated with the Plan; the Company’s plans to better align its workforce and cost structure with the Company’s business needs, strategic priorities and ongoing commitment to profitable growth; the Company’s ability to increase its operational efficiencies and reduce operating costs; its expectations to substantially complete these action within the first half of 2026; and its expectations about non-GAAP operating expenses in 2026. These forward-looking statements are based on the Company’s current expectations and inherently involve significant risks and uncertainties. The Company’s actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks related to cost reduction efforts and related key initiatives, in addition to other risks described in more detail in its most recently filed Annual Report on Form 10-K and other documents on file with the SEC from time to time and available on the SEC’s website at www.sec.gov. The Company undertakes no duty or obligation

to update any forward-looking statements contained in this Form 8-K as a result of new information, future events or changes in its expectations.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

Exhibit Number						Description
99.1						~~Message~~Press ~~from~~release ~~the~~dated ~~CEO~~February to3, 2026, entitled “Enphase ~~Employees~~Energy ~~dated~~Reports ~~January~~Financial ~~23,~~Results ~~2026~~for the Fourth Quarter of 2025”
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

By:	January 23, 2026	ENPHASE ENERGY, INC.
Date:	February 3, 2026	ENPHASE ENERGY, INC.
		By:	/s/ Mandy Yang
			Mandy Yang
			Executive Vice President and Chief Financial Officer (Principal Financial Officer)

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