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Press Release · FTC Solar, Inc.

FTC Solar Announces Third Quarter 2026 Financial Results

  • Third Quarter Highlights and Recent Developments
  • Third quarter revenue up 25% q/q; profitability metrics within, or better than, target ranges
  • Significant new project wins across multiple geographies with several new customers, including Tata Power Solar and Evren, platform backed by Brookfield
  • Targeting 46% revenue growth in fourth quarter at mid-point
  • Expect continued strong growth and Adjusted EBITDA profitability in 2027 on strength of pipeline
NASDAQFTCI

Distributed by Smart Finance Review · Originally issued via SEC EDGAR

AUSTIN, Texas — November 4, 2026 — FTC Solar, Inc. (Nasdaq: FTCI), a leading provider of solar tracker systems, today announced financial results for the third quarter ended September 30, 2026.

“We delivered a strong quarter with revenue up 25% sequentially and margins ahead of our targets,” said Anthony Carroll, CEO of FTC Solar. “We expect continued significant growth in the fourth quarter with a path to EBITDA profitability in the first quarter of next year. With significant new awards and growing momentum across North America, India, Australia, and Europe and with AI and robotics enhancing our current and future productivity, we’re well positioned for a strong 2027. Additionally, we obtained independent validation from DNV that our tracker installs in an industry-leading 81 labor hours per megawatt, confirming what customers are telling us: speed in the field is a winning competitive advantage.”

Third Quarter Results

Total third-quarter revenue was $32.8 million. This represents an increase of 25.4% compared to the prior quarter revenue and an increase of 26.1% compared to the year-ago quarter.

GAAP gross profit was $1.9 million, or 5.8% of revenue, compared to gross loss of $2.2 million, or 8.5% of revenue, in the prior quarter. Non-GAAP gross profit was $2.8 million or 8.4% of revenue. This compares to Non-GAAP gross profit of $2.0 million in the prior-year period.

Summary Financial Performance: Q3 2026 compared to Q3 2025

U.S. GAAP

Non-GAAP(b)

Three months ended September 30,

(in thousands, except per share data)

2026

2025

2026

2025

Revenue

$

32,813

$

26,030

$

32,813

$

26,030

Gross margin percentage

5.8

%

6.1

%

8.4

%

7.7

%

Total operating expenses

$

10,441

$

9,299

$

8,096

$

7,986

Loss from operations(a)

$

(8,540

)

$

(7,705

)

$

(5,181

)

$

(3,962

)

Net income (loss)

$

6,702

$

(23,938

)

$

(7,557

)

$

(5,320

)

Diluted loss per share

$

(0.54

)

$

(1.61

)

$

(0.44

)

$

(0.36

)

Adjusted EBITDA for Non-GAAP

See below for reconciliation of Non-GAAP financial measures to the nearest comparable GAAP measures

GAAP operating expenses were $10.4 million. On a Non-GAAP basis, operating expenses were $8.1 million. This compares to Non-GAAP operating expenses of $8.5 million1 in the prior quarter and $8.0 million in the year-ago quarter. 

GAAP net income was $6.7 million, or a loss of $0.54 per diluted share, compared to loss of $27.1 million or a loss of $1.69 per diluted share in the prior quarter and a net loss of $23.9 million or $1.61 per diluted share in the year-ago quarter.

Adjusted EBITDA loss, which excludes approximately $11.9 million for (i) a gain from the change in fair value of the warrant liability, (ii) certain CEO transition and employee severance costs, and (iii) other non-cash items, was $5.2 million, compared to Adjusted EBITDA losses of $9.8 million1 in the prior quarter and $4.0 million in the year-ago quarter.

The contracted portion of the company's backlog2 now stands at approximately $640 million.

Subsequent Events

Subsequent to quarter end, the company received a number of new project awards, contracts and other agreements across various geographies. A few highlights include:

North America

Contracted 750-megawatt (MW) project from a well-regarded developer with a high-profile backer for a project to begin in 2027 and continue into 2028;

Awarded 175MW project in U.S. from a new customer;

The company is working with Linxon and private equity firm Energy Transition Capital to advance a portfolio of solar projects across multiple locations in Puerto Rico. FTC is currently providing engineering, design and qualification support for this roughly 600-megawatt portfolio; This is among the first activity under the recently announced collaboration with Linxon and Hitatchi Energy establishing a strategic collaboration framework to jointly pursue and deliver utility scale solar projects across North America and other markets;

Europe

Announced a new collaboration and Master Supply Agreement with AGR Renewables. Under the terms of the agreement, FTC Solar will provide solar trackers, along with design, engineering, site assessment, and software solutions, as needed, to enhance installation speed, ensure site quality and reliability, and improve project profitability. The companies have established an initial target of 500 MW of projects in the United Kingdom through 2028, with the flexibility to significantly expand target volumes and extend the collaboration into additional geographies. An initial 30 megawatts under this agreement has been contracted;

India

Contracted a 118 MW project with Tata Power Solar, the solar subsidiary of India’s largest power and energy company. The project is located in the Gadag district of Karnataka, India. Initial production for the project is already underway;

Contracted a 121 MW project with Evren, the Indian renewable development platform backed by Brookfield. The project is located in Andhra Pradesh, India. Initial production for the project is expected to begin in, or before, the first quarter of 2027;

Australia

Signed an MOU with six significant materials suppliers in Australia to further strengthen local content capabilities and support the company’s growth in the region.

Outlook

The company expects fourth quarter revenue to grow by approximately 46% relative to the third quarter, based on the midpoint of the guidance range. The company expects to see continued sequential revenue growth in the first

quarter of 2027 and to achieve profitability on an Adjusted EBITDA basis. In addition, the company expects to see significant revenue growth in 2027, with full-year profitability.

(in millions)

3Q'26
Guidance

3Q'26
Actual

4Q'26
Guidance(3)

Revenue

$30.0 – $35.0

$32.8

$44.0 – $52.0

Non-GAAP Gross Profit (Loss)

$(0.9) – $1.8

$2.8

$5.0 – $8.3

Non-GAAP Gross Margin

(3.0%) – 5.1%

8.4%

11.4% – 15.9%

Non-GAAP operating expenses

$7.7 – $8.3

$8.1

$8.2 – $8.8

Non-GAAP adjusted EBITDA

$(9.3) – $(6.0)

$(5.2)

$(3.9) – $0.0

Third Quarter 2026 Earnings Conference Call

FTC Solar’s senior management will host a conference call for members of the investment community at 8:30 a.m. E.T. today, during which the company will discuss its third quarter results, its outlook and other business items. This call will be webcast and can be accessed within the Investor Relations section of FTC Solar's website at https://investor.ftcsolar.com. A replay of the conference call will also be available on the website for 30 days following the webcast.

About FTC Solar Inc.

Founded in 2017 by a group of renewable energy industry veterans, FTC Solar is a global provider of solar tracker systems, technology, software, and engineering services. Solar trackers significantly increase energy production at solar power installations by dynamically optimizing solar panel orientation to the sun. FTC Solar’s innovative tracker designs provide compelling performance and reliability, with an industry-leading installation cost-per-watt advantage.

Footnotes

1. A reconciliation of the prior sequential quarter Non-GAAP financial measures to the nearest comparable GAAP measures may be found in Exhibit 99.1 of our Form 8-K filed on August 5, 2026.

2. The term ‘backlog’ or ‘contracted and awarded’ refers to the combination of our executed contracts (contracted) and awarded orders (awarded), which are orders that have been documented and signed through a contract, where we are in the process of documenting a contract but for which a contract has not yet been signed, or that have been awarded in writing or verbally with a mutual understanding that the order will be contracted in the future. In the case of certain projects, including those that are scheduled for delivery on later dates, we have not locked in binding pricing with customers, and we instead use estimated average selling price to calculate the revenue included in our contracted and awarded orders for such projects. Actual revenue for these projects could differ once contracts with binding pricing are executed, and there is also a risk that a contract may never be executed for an awarded but uncontracted project, or that a contract may be executed for an awarded but uncontracted project at a date that is later than anticipated, or that a contract once executed may be subsequently amended, supplemented, rescinded, cancelled or breached, including in a manner that impacts the timing and amounts of payments due thereunder, thus reducing anticipated revenues. Please refer to our SEC filings, including our Form 10-K, for more information on our contracted and awarded orders, including risk factors.

3. We do not provide a quantitative reconciliation of our forward-looking Non-GAAP guidance measures to the most directly comparable GAAP financial measures because certain information needed to reconcile those measures is not available without unreasonable efforts due to the inherent difficulty in forecasting and quantifying these measures as a result of changes in project schedules by our customers that may occur, which are outside of our control, and the impact, if any, of credit loss provisions, asset impairment charges, restructuring or changes in the timing and level of indirect or overhead spending, as well as other matters, that could occur which could significantly impact the related GAAP financial measures.

Forward-Looking Statements

This press release contains forward looking statements. These statements are not historical facts but rather are based on our current expectations and projections regarding our business, operations and other factors relating thereto. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates” and similar expressions are used to identify these forward-looking statements. These statements are only predictions and as such are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict, including, without limitation, the risks and uncertainties described in more detail above and in our filings with the U.S. Securities and Exchange Commission, including the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”), our Quarterly Reports on Form 10-Q, and other documents, including Current Reports on Form 8-K, that we have filed, or will file, with the SEC. You should not rely on our

forward-looking statements as predictions of future events, as actual results may differ materially from those in the forward-looking statements as a result of certain risks and uncertainties, including, without limitation, the risks and uncertainties described in more detail above and in our filings with the SEC, including the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our Annual Report on Form 10-K filed with the SEC, our Quarterly Reports on Form 10-Q, and other documents, including Current Reports on Form 8-K, that we have filed, or will file, with the SEC. Any forward-looking statements in this release speak only as of the date on which they are made. FTC Solar undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events or changes in its expectations, except as required by law.

FTC Solar Investor Contact:

Bill Michalek
Vice President, Investor Relations
FTC Solar
T: (737) 241-8618
E: [email protected]

# # #

FTC Solar, Inc.

Condensed Consolidated Statements of Comprehensive Results of Operations

(unaudited)

Three months ended September 30,

Nine months ended September 30,

(in thousands, except shares and per share data)

2026

2025

2026

2025

Revenue:

Product

$

32,185

$

20,061

$

66,352

$

54,130

Service

628

5,969

9,883

12,696

Total revenue

32,813

26,030

76,235

66,826

Cost of revenue:

Product

31,397

18,550

69,810

57,537

Service

(485

)

5,886

7,985

15,061

Total cost of revenue

30,912

24,436

77,795

72,598

Gross profit (loss)

1,901

1,594

(1,560

)

(5,772

)

Operating expenses

Research and development

930

1,228

3,257

3,281

Selling and marketing

2,248

1,672

6,028

4,099

General and administrative

7,263

6,399

23,480

16,612

Total operating expenses

10,441

9,299

32,765

23,992

Loss from operations

(8,540

)

(7,705

)

(34,325

)

(29,764

)

Interest expense

(4,292

)

(1,988

)

(12,521

)

(3,430

)

Interest income

99

6

109

17

Gain from disposal of investment in unconsolidated subsidiary

—

—

—

3,204

Gain on sale of Atlas

—

90

26

140

Gain (loss) from change in fair value of warrant liability

19,480

(16,066

)

59,335

(14,298

)

Loss on extinguishment of debt

—

(173

)

—

(173

)

Other income, net

165

35

175

110

Income from unconsolidated subsidiary

—

1,907

—

1,344

Income (loss) before income taxes

6,912

(23,894

)

12,799

(42,850

)

Provision for income taxes

(210

)

(44

)

(622

)

(337

)

Net income (loss)

6,702

(23,938

)

12,177

(43,187

)

Other comprehensive income:

Foreign currency translation adjustments

110

37

328

146

Comprehensive income (loss)

$

6,812

$

(23,901

)

$

12,505

$

(43,041

)

Net income (loss) per share:

Basic

$

0.39

$

(1.61

)

$

0.75

$

(3.17

)

Diluted

$

(0.54

)

$

(1.61

)

$

(2.06

)

$

(3.17

)

Weighted-average common shares outstanding:

Basic

17,084,491

14,899,638

16,239,464

13,626,800

Diluted

23,473,081

14,899,638

22,919,497

13,626,800

FTC Solar, Inc.

Condensed Consolidated Balance Sheets

(unaudited)

(in thousands, except shares and per share data)

September 30,
2026

December 31, 2025

ASSETS

Current assets

Cash and cash equivalents

$

5,076

$

21,105

Restricted cash

11,608

—

Accounts receivable, net of allowance for credit losses of $3,086 and $3,069 at September 30, 2026 and December 31, 2025, respectively

57,730

55,743

Inventories

8,139

9,627

Prepaid and other current assets

21,025

11,294

Total current assets

103,578

97,769

Operating lease right-of-use assets

1,506

983

Finance lease right-of-use assets

435

—

Property and equipment, net

3,550

3,793

Goodwill

7,748

7,444

Other assets

2,227

1,823

Total assets

$

119,044

$

111,812

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities

Accounts payable

$

16,162

$

13,247

Short-term debt

24,780

12,681

Accrued expenses

56,725

23,770

Income taxes payable

748

630

Deferred revenue

8,672

7,172

Other current liabilities

13,396

10,725

Total current liabilities

120,483

68,225

Long-term debt

—

9,921

Operating lease liability, net of current portion

947

553

Finance lease liability, net of current portion

334

—

Deferred income taxes

229

—

Warrant liability

13,157

74,515

Other non-current liabilities

1,309

1,556

Total liabilities

136,459

154,770

Commitments and contingencies

Stockholders’ deficit

Preferred stock par value of $0.0001 per share, 10,000,000 shares authorized; none issued as of September 30, 2026 and December 31, 2025

—

—

Common stock par value of $0.0001 per share, 850,000,000 shares authorized; 18,152,140 and 15,537,344 shares issued and outstanding as of September 30, 2026 and December 31, 2025

2

2

Treasury stock, at cost; 1,076,257 shares as of September 30, 2026 and December 31, 2025

—

—

Additional paid-in capital

397,686

384,648

Accumulated other comprehensive gain (loss)

38

(290

)

Accumulated deficit

(415,141

)

(427,318

)

Total stockholders’ deficit

(17,415

)

(42,958

)

Total liabilities and stockholders’ deficit

$

119,044

$

111,812

FTC Solar, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)

Nine months ended September 30,

(in thousands)

2026

2025

Cash flows from operating activities

Net income (loss)

$

12,177

$

(43,187

)

Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:

Stock-based compensation

7,604

2,343

Depreciation and amortization

1,249

897

(Gain) loss from change in fair value of warrant liability

(59,335

)

14,298

Amortization of debt discount and issue costs

7,155

1,385

Paid-in-kind non-cash interest

3,267

1,567

Provision for obsolete and slow-moving inventory

1,467

—

Income from unconsolidated subsidiary

—

(1,344

)

Gain from disposal of investment in unconsolidated subsidiary

—

(3,204

)

Gain on sale of Atlas

(26

)

(140

)

Loss on extinguishment of debt

—

173

Warranties issued and remediation added

2,235

2,073

Warranty recoverable from manufacturer

60

271

Credit loss provisions

16

566

Deferred income taxes

229

425

Lease expense

784

884

Impact on cash from changes in operating assets and liabilities:

Accounts receivable

(2,003

)

(9,875

)

Inventories

21

2,489

Prepaid and other current assets

(9,850

)

(399

)

Other assets

(191

)

(344

)

Accounts payable

2,823

3,150

Accruals and other current liabilities

33,763

5,696

Deferred revenue

1,500

(898

)

Other non-current liabilities

(1,021

)

(1,208

)

Lease payments and other, net

(847

)

(1,034

)

Net cash provided by (used in) operations

1,077

(25,416

)

Cash flows from investing activities:

Purchases of property and equipment

(885

)

(793

)

Proceeds from sale of Atlas software platform

26

140

Proceeds from sale of property and equipment

—

6

Proceeds from disposal of investment in unconsolidated subsidiary

—

3,204

Net cash (used in) provided by investing activities

(859

)

2,557

Cash flows from financing activities:

Proceeds from borrowings

—

35,955

Repayments of borrowings

(7,406

)

—

Proceeds from sale of common stock

3,335

—

Stock offering costs paid

(78

)

—

Financing costs paid

(465

)

(58

)

Finance lease principal payments

(24

)

—

Proceeds from stock option exercises

—

3

Net cash (used in) provided by financing activities

(4,638

)

35,900

Effect of exchange rate changes on cash, cash equivalents and restricted cash

(1

)

81

Increase (decrease) in cash, cash equivalents and restricted cash

(4,421

)

13,122

Cash and cash equivalents at beginning of period

21,105

11,247

Cash, cash equivalents and restricted cash at end of period

$

16,684

$

24,369

Notes to Reconciliations of Non-GAAP Financial Measures to Nearest Comparable GAAP Measures

We utilize Adjusted EBITDA, Adjusted Net Loss, and Adjusted EPS as supplemental measures of our performance. We define Adjusted EBITDA as net income (loss) plus (i) provision for (benefit from) income taxes, (ii) interest expense, less interest income, (iii) depreciation expense, (iv) amortization expense, (v) stock-based compensation, (vi) loss from changes in the fair value of our warrant liability, and (vii) Chief Executive Officer ("CEO") transition costs, costs associated with our reverse stock split, severance and certain other costs (credits). We also deduct (i) the contingent gains arising from earnout payments and project escrow releases relating to the disposal of our investment in an unconsolidated subsidiary, and (ii) gains from changes in the fair value of our warrant liability from net income or loss in arriving at Adjusted EBITDA. We define Adjusted Net Loss as net income (loss) plus (i) amortization of debt discount and issue costs and intangibles, (ii) stock-based compensation, (iii) loss from changes in the fair value of our warrant liability, (iv) CEO transition costs, costs associated with our reverse stock split, severance and certain other costs (credits), and (v) the income tax expense (benefit) of those adjustments, if any. We also deduct (i) the contingent gains arising from earnout payments and project escrow releases relating to the disposal of our investment in an unconsolidated subsidiary, and (ii) gains from changes in the fair value of our warrant liability from net income (loss) in arriving at Adjusted Net Loss. Adjusted EPS is defined as Adjusted Net Loss on a per share basis using our weighted average diluted shares outstanding.

Non-GAAP gross profit (loss), Non-GAAP operating expense, Adjusted EBITDA, Adjusted Net Loss and Adjusted EPS are intended as supplemental measures of performance that are neither required by, nor presented in accordance with, U.S. generally accepted accounting principles (“GAAP”). We present these Non-GAAP measures, many of which are commonly used by investors and analysts, because we believe they assist those investors and analysts in comparing our performance across reporting periods on an ongoing basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we use Adjusted EBITDA, Adjusted Net Loss and Adjusted EPS to evaluate the effectiveness of our business strategies.

Non-GAAP gross profit (loss), Non-GAAP operating expense, Adjusted EBITDA, Adjusted Net Loss and Adjusted EPS should not be considered in isolation or as substitutes for performance measures calculated in accordance with GAAP, and you should not rely on any single financial measure to evaluate our business. These Non-GAAP financial measures, when presented, are reconciled to the most closely applicable GAAP measure as disclosed below.

The following table reconciles Non-GAAP gross loss to the most closely related GAAP measure for the three and nine months ended September 30, 2026 and 2025, respectively:

Three months ended September 30,

Nine months ended September 30,

(in thousands, except percentages)

2026

2025

2026

2025

U.S. GAAP revenue

$

32,813

$

26,030

$

76,235

$

66,826

U.S. GAAP gross profit (loss)

$

1,901

$

1,594

$

(1,560

)

$

(5,772

)

Depreciation expense

343

151

790

509

Amortization expense

24

—

38

—

Stock-based compensation

286

247

1,578

738

Severance costs

196

—

196

34

Non-GAAP gross profit (loss)

$

2,750

$

1,992

$

1,042

$

(4,491

)

Non-GAAP gross margin percentage

8.4

%

7.7

%

1.4

%

(6.7

%)

The following table reconciles Non-GAAP operating expenses to the most closely related GAAP measure for the three and nine months ended September 30, 2026 and 2025, respectively:

Three months ended September 30,

Nine months ended September 30,

(in thousands)

2026

2025

2026

2025

U.S. GAAP operating expenses

$

10,441

$

9,299

$

32,765

$

23,992

Depreciation expense

(87

)

(139

)

(421

)

(388

)

Stock-based compensation

(1,815

)

(880

)

(6,026

)

(1,605

)

CEO transition

(164

)

(194

)

(1,618

)

(582

)

Reverse stock split

—

—

—

(1

)

Severance costs

(279

)

—

(279

)

(141

)

Special stockholders' meeting

—

(100

)

—

(100

)

Non-GAAP operating expenses

$

8,096

$

7,986

$

24,421

$

21,175

The following table reconciles Non-GAAP Adjusted EBITDA to the related GAAP measure of loss from operations for the three and nine months ended September 30, 2026 and 2025, respectively:

Three months ended September 30,

Nine months ended September 30,

(in thousands)

2026

2025

2026

2025

U.S. GAAP loss from operations

$

(8,540

)

$

(7,705

)

$

(34,325

)

$

(29,764

)

Depreciation expense

430

290

1,211

897

Amortization expense

24

—

38

—

Stock-based compensation

2,101

1,127

7,604

2,343

CEO transition

164

194

1,618

582

Reverse stock split

—

—

—

1

Severance costs

475

—

475

175

Special stockholders' meeting

—

100

—

100

Other income, net

165

35

175

110

Gain on sale of Atlas

—

90

26

140

Income from unconsolidated subsidiary

—

1,907

—

1,344

Adjusted EBITDA

$

(5,181

)

$

(3,962

)

$

(23,178

)

$

(24,072

)

The following table reconciles Non-GAAP Adjusted EBITDA and Adjusted Net Loss to the related GAAP measure of net income (loss) for the three months ended September 30, 2026 and 2025, respectively:

Three months ended September 30,

2026

2025

(in thousands, except shares and per share data)

Adjusted EBITDA

Adjusted Net Loss

Adjusted EBITDA

Adjusted Net Loss

Net income (loss) per U.S. GAAP

$

6,702

$

6,702

$

(23,938

)

$

(23,938

)

Reconciling items -

Provision for income taxes

210

—

44

—

Interest expense

4,292

—

1,988

—

Interest income

(99

)

—

(6

)

—

Amortization of debt discount and issue costs in interest expense

—

2,457

—

958

Depreciation expense

430

—

290

—

Amortization expense

24

24

—

—

Stock-based compensation

2,101

2,101

1,127

1,127

Loss from change in fair value of warrant liability(a)

(19,480

)

(19,480

)

16,066

16,066

Loss on extinguishment of debt(b)

—

—

173

173

CEO transition(c)

164

164

194

194

Severance costs(d)

475

475

—

—

Special stockholders' meeting(e)

—

—

100

100

Adjusted Non-GAAP amounts

$

(5,181

)

$

(7,557

)

$

(3,962

)

$

(5,320

)

Adjusted Non-GAAP net loss per share (Adjusted EPS):

Basic and diluted

N/A

$

(0.44

)

N/A

$

(0.36

)

Weighted-average common shares outstanding:

Basic and diluted

N/A

17,084,491

N/A

14,899,638

(a)

We exclude non-cash changes in the fair value of our outstanding warrants as we do not consider such changes to impact or reflect changes in our core operating performance.

(b)

We exclude the loss on extinguishment of debt arising from our July 2, 2025 Credit Agreement and related amendments to our existing debt as we do not consider such changes to impact or reflect changes in our core operating performance.

(c)

In April 2026, we transitioned to a new CEO. We also agreed to pay an upfront sign-on bonus to our new CEO in two equal annual installments in April 2027 and April 2028. We are accruing the cost of these sign-on bonus payments over the service period of our new CEO. Upon hiring our former CEO in August 2024, we had agreed to upfront and incremental sign-on bonuses (collectively, the " former CEO sign-on bonuses"). These former CEO sign-on bonuses were expensed over the applicable service periods of our former CEO through April 2026. We do not view the sign-on bonuses to be paid to our new CEO or those paid to our former CEO as being part of their normal ongoing annual compensation arrangements.

(d)

Involuntary severance costs were incurred during the third quarter of 2026, due to restructuring changes to align headcount with the Company's strategic focus to adjust our overhead costs and activities to better address customer needs and to take advantage of continued process efficiencies.

(e)

We exclude the costs associated with a special stockholders' meeting held in September 2025 to approve, in accordance with Nasdaq Listing Rule 5635(d), the issuance of an aggregate 6,836,237 shares of our common stock issuable upon exercise of the New Warrants granted to the Lenders under the Credit Agreement we entered into on July 2, 2025, as we do not consider such costs to impact our ongoing core operating performance.