FTCI / FTC Solar, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

FORM 8-K Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Item 5.07 Submission of Matters to a Vote of Security Holders. Item 9.01 Financial

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 4, 2025 FTC Solar, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40350 81-4816270 (State or Other Jurisdiction of Incorporation) (Commission File

Amendment No. 1 to 2021 Stock Incentive Plan

Exhibit 10.1 Amendment No. 1 to 2021 Stock Incentive Plan This Amendment No. 1 to Stock Incentive Plan (the “Amendment”) to the FTC Solar, Inc. 2021 Stock Incentive Plan (the “Plan”) is made by FTC Solar, Inc., a Delaware corporation (the “Company”), effective as of the date of its approval by the stockholders of the Company at the Special Meeting of Stockholders. This Amendment was approved by th

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

DEFA14A 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)) ☐ Definiti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

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 001-40350 FTC SOLAR, INC. (Exact

FTC Solar Announces Second Quarter 2025 Financial Results Second Quarter Highlights and Recent Developments

Exhibit 99.1 FTC Solar Announces Second Quarter 2025 Financial Results Second Quarter Highlights and Recent Developments   • Second quarter revenue of $20.0 million, up 74.9% y/y, within target guidance • Cost efficiencies drive operating expenses to multi-year low • Secured $75 million strategic financing facility, effective July 2, 2025 • Tony Alvarez appointed as Independent Director as Dean Pr

FORM 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): August 5, 2025 FTC Solar, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40350 81-4816270 (State or other jurisdiction of incorporation) (Commission File Num

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

DEFA14A 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)) ☐ Definiti

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

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

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

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))

Trademark Security Agreement dated July 2, 2025 by and among FTC Solar, Inc. and Acquiom Agency Services LLC, as administrative agent for the lenders+

EX-10.5 Exhibit 10.5 TRADEMARK SECURITY AGREEMENT This TRADEMARK SECURITY AGREEMENT, dated as of July 2, 2025 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by FTC Solar, Inc., a Delaware corporation (the “Grantor”) in favor of Acquiom Agency Services LLC, as administrative agent for the Secured Parties (in such capacity and together with it

Form of Governance Rights Side Letter

Exhibit 10.2 FTC Solar, Inc. 9020 N Capital of Texas Hwy, Suite I-260 Austin, Texas July 2, 2025 Ladies and Gentlemen: Reference is made to (i) that certain Credit Agreement, dated as of July 2, 2025 (as amended, restated, supplemented or modified from time to time, the “Credit Agreement”), among FTC Solar, Inc., a Delaware corporation (the “Company”), the lenders from time to time party thereto (

Patent Security Agreement dated July 2, 2025 by and among FTC Solar, Inc. and Acquiom Agency Services LLC, as administrative agent for the lenders+

Exhibit 10.4 PATENT SECURITY AGREEMENT This PATENT SECURITY AGREEMENT, dated as of July 2, 2025 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by FTC Solar, Inc., a Delaware corporation (the “Grantor”) in favor of Acquiom Agency Services LLC, as administrative agent for the Secured Parties (in such capacity and together with its successors a

Form of Registration Rights Agreement among FTC Solar, Inc. and the holders party thereto

Exhibit 10.8 FORM OF REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], is by and among FTC Solar, Inc., a Delaware corporation, and/or its successor(s) (the “Company”), and the undersigned holders (each, a “Holder,” and collectively, the “Holders”). RECITALS A. In connection with the transactions under that certain Credit Agreement, dated as of J

Amendment No. 1 to Securities Purchase Agreement and Security Release dated as of July 2, 2025 between FTC Solar, Inc. and AV Securities, Inc.

Exhibit 10.7 AMENDMENT NO. 1 TO THE SECURITIES PURCHASE AGREEMENT AND SECURITY RELEASE This AMENDMENT NO. 1 TO THE SECURITIES PURCHASE AGREEMENT AND SECURITY RELEASE (the “Amendment”), dated as of July 2, 2025, is by and among FTC Solar, Inc., a Delaware corporation (the “Company”), each of the Buyers party hereto and AV Securities, Inc., as collateral agent under the Security Documents (in such c

Guarantee and Collateral Agreement dated July 2, 2025 by and among FTC Solar, Inc. and Acquiom Agency Services LLC, as administrative agent for the lender (filed as Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 7, 2025 and incorporated herein by reference)

EX-10.3 Exhibit 10.3 GUARANTEE AND COLLATERAL AGREEMENT dated as of July 2, 2025 among FTC SOLAR, INC., as Borrower, the Subsidiaries of the Borrower from time to time party hereto and ACQUIOM AGENCY SERVICES, LLC, as the Administrative Agent ARTICLE I DEFINITIONS 1 SECTION 1.01 Defined Terms in Credit Agreement and UCC; Construction 1 SECTION 1.02 Other Defined Terms 1 ARTICLE II GUARANTEE 4 SECT

Credit Agreement dated July 2, 2025 by and among FTC Solar, Inc., the lenders party thereto and Acquiom Agency Services LLC, as administrative agent for the lenders+*

EX-10.1 Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Triple asterisks denote omissions. Exhibit 10.1 CREDIT AGREEMENT dated as of July 2, 2025, among FTC SOLAR, INC., as Borrower, THE LENDERS PARTY HERETO and ACQUIOM AGENCY SERVICES LLC, as Administra

Subordination Agreement dated July 2, 2025 by and among AV Securities, Inc. and Acquiom Agency Services LLC, as administrative agent for the lenders

EX-10.6 Exhibit 10.6 SUBORDINATION AGREEMENT This Subordination Agreement (this “Agreement”), dated as of July 2, 2025, is entered into by and among the parties identified as “Subordinated Creditors” on the signature pages hereto (collectively, the “Subordinated Creditors”) and Acquiom Agency Services LLC, in its capacity as Administrative Agent (in such capacity, the “Agent”) for the “Lenders”, a

FTC Solar Announces $75 Million Strategic Financing $14.3 million received July 2 Additional $23.2 million expected to close in third quarter of 2025 Total funding scalable to $75 million

Exhibit 99.1 FTC Solar Announces $75 Million Strategic Financing $14.3 million received July 2 Additional $23.2 million expected to close in third quarter of 2025 Total funding scalable to $75 million AUSTIN, Texas — July 7, 2025 – FTC Solar, Inc. (Nasdaq: FTCI), a leading provider of solar tracker systems, software and engineering services, today announced that it entered into a new $75 million s

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 2, 2025 FTC Solar, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40350 81-4816270 (State or other jurisdiction of incorporation) (Commission File Numbe

Amended and Restated Registration Rights Agreement dated July 2, 2025 between FTC Solar, Inc. and AV Securities, Inc. (filed as Exhibit 10.9 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 7, 2025 and incorporated herein by reference)

EX-10.9 Exhibit 10.9 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 2, 2025, is by and between FTC Solar, Inc., a Delaware corporation, and/or its successor(s) (the “Company”), and AV Securities, Inc. (the “Buyer”). RECITALS A. In connection with the Securities Purchase Agreement by and among the parti

Form of Warrant to Purchase Common Stock

EX-4.2 Exhibit 4.2 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT, O

Amended and Restated Promissory Note dated July 2, 2025 between FTC Solar, Inc. and AV Securities, Inc.

Exhibit 4.1 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B)

Amended and Restated Warrant to Purchase Common Stock dated July 2, 2025 between FTC Solar, Inc. and AV Securities, Inc.

EX-4.3 Exhibit 4.3 THIS WARRANT (AS DEFINED BELOW) AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER TH

As filed with the Securities and Exchange Commission on June 20, 2025

S-8 As filed with the Securities and Exchange Commission on June 20, 2025 Registration No.

Filing Fee Table.

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) FTC SOLAR, INC.

FORM 8-K Item 5.07 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): June 11, 2025 FTC Solar, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40350 81-4816270 (State or Other Jurisdiction of Incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT FTC Solar, Inc. (Exact name of the registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT FTC Solar, Inc. (Exact name of the registrant as specified in its charter) Delaware 001-40350 (State or other jurisdiction of incorporation) (Commission file number) 9020 N Capital of Texas Hwy, Suite I-260, Austin, Texas 78759 78759 (Address of principle executive offices) (Zip code) Cath

FTC SOLAR, INC. Up to $13,755,287 Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-286887 PROSPECTUS SUPPLEMENT (To Prospectus dated May 22, 2025) FTC SOLAR, INC. Up to $13,755,287 Common Stock We have entered into an At the Market Offering Agreement dated as of May 1, 2025 (the “Sales Agreement”) with H.C. Wainwright & Co., LLC (the “Manager” or “Wainwright”), relating to the sale of shares of our common st

$65,000,000 Common Stock, Preferred Stock, Debt Securities, Warrants by FTC Solar, Inc.

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-286887 PROSPECTUS $65,000,000 Common Stock, Preferred Stock, Debt Securities, Warrants by FTC Solar, Inc. FTC Solar, Inc. may offer and sell from time to time in one or more offerings (i) common stock, (ii) preferred stock, (iii) debt securities, which may be senior or subordinated and convertible or non-convertible, and (iv)

FTC Solar, Inc. 9020 N Capital of Texas Hwy, Suite I-260, Austin, Texas 78759 FTC Solar, Inc.

FTC Solar, Inc. 9020 N Capital of Texas Hwy, Suite I-260, Austin, Texas 78759 FTC Solar, Inc. May 20, 2025 Via EDGAR U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: FTC Solar, Inc. Registration Statement on Form S-3 Filed on May 1, 2025, as amended on May 16, 2025 File No. 333-286887 Ladies and Gentlemen: In accordance with Rule 461 of the General Rules and Reg

As filed with the Securities and Exchange Commission on May 16, 2025

Table of Contents As filed with the Securities and Exchange Commission on May 16, 2025 Registration No.

FTC Solar, Inc. 9020 N Capital Of Texas Hwy, Suite I-260 Austin, Texas 78759

CORRESP FTC Solar, Inc. 9020 N Capital Of Texas Hwy, Suite I-260 Austin, Texas 78759 May 9, 2025 VIA EDGAR CORRESPONDENCE U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Re: Yoshiharu Global Co. Registration Statement on Form S-3 (the “Registration Statement”) Filed May 1, 2025 Withdrawal of Acceleration R

FTC Solar, Inc. 9020 N Capital of Texas Hwy, Suite I-260, Austin, Texas 78759 FTC Solar, Inc.

FTC Solar, Inc. 9020 N Capital of Texas Hwy, Suite I-260, Austin, Texas 78759 FTC Solar, Inc. May 8, 2025 Via EDGAR U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: FTC Solar, Inc.   Registration Statement on Form S-3   Filed on May 1, 2025   File No. 333-286887 Ladies and Gentlemen: In accordance with Rule 461 of the General Rules and Regulations under the Secu

FTC Solar Announces First Quarter 2025 Financial Results First Quarter Highlights and Recent Developments

Exhibit 99.1 FTC Solar Announces First Quarter 2025 Financial Results First Quarter Highlights and Recent Developments   • First quarter revenue of $20.8 million, up 58% q/q, above target • Cost efficiencies drive operating expenses to multi-year low • Seeing increased customer interest and activity including bid activity up 60% y/y • Upsized promissory note offering expected to close in Q2 • Stre

Filing Fee Table(b)

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) FTC Solar, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee

FTC SOLAR, INC. Up to $11,350,576 Common Stock

Table of Contents Filed pursuant to Rule 424(b)(5) Registration Statement No. 333-265842 Prospectus Supplement (To Prospectus dated July 7, 2022) FTC SOLAR, INC. Up to $11,350,576 Common Stock We have entered into an At the Market Offering Agreement dated as of May 1, 2025 (the “Sales Agreement”) with H.C. Wainwright & Co., LLC (the “Manager” or “Wainwright”), relating to the sale of shares of our

At the Market Offering Agreement dated May 1, 2025 by and between FTC Solar, Inc. and H.C. Wainwright & Co., LLC (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 1, 2025 and incorporated herein by reference)

Exhibit 10.1 AT THE MARKET OFFERING AGREEMENT May 1, 2025 H.C. Wainwright & Co., LLC 430 Park Avenue New York, New York 10022 Ladies and Gentlemen: FTC Solar, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows: 1. Definitions. The terms that follow, when used in this Agreemen

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

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 001-40350 FTC SOLAR, INC. (Exac

As filed with the Securities and Exchange Commission on May 1, 2025

Table of Contents As filed with the Securities and Exchange Commission on May 1, 2025 Registration No.

Current Report

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 FTC Solar, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40350 81-4816270 (State or other jurisdiction of incorporation) (Commission File Number

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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): April 28, 2025 FTC Solar, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40350 81-4816270 (State or other jurisdiction of incorporation) (Commission File Num

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. )

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 14a-6(e)(2)) ☒ Defin

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. )

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 14a-6(e)(2)) ☐ Defin

Employment Agreement, dated April 30, 2021, between FTC Solar, Inc. and Cathy Behnen

Exhibit 10.12 FTC SOLAR, INC. EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made and entered into as of April 30, 2021, by and between FTC Solar, Inc., a Delaware corporation (the “Company” and together with its Affiliates, the “Company Group”), and Cathy Behnen (“Executive” and, together with the Company, the “Parties”). RECITALS WHEREAS, the Parties intend that Executive s

FTC Solar Announces Fourth Quarter 2024 Financial Results Fourth Quarter Highlights and Recent Developments

Exhibit 99.1 FTC Solar Announces Fourth Quarter 2024 Financial Results Fourth Quarter Highlights and Recent Developments   • Fourth quarter revenue of $13.2 million, at the high end of our prior target • Entered into 5-gigawatt supply arrangement with Recurrent Energy • Awarded 330+ megawatt project in Australia from GPG Naturgy • Awarded 280-megawatt project in U.S. from Rosendin • Appointed indu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ 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 001-403

Amendment dated May 11, 2023 to Employment Agreement between FTC Solar, Inc. and Cathy Behnen

Exhibit 10.14 May 11, 2023 Re: Amendment to Employment Agreement, dated as of April 30, 2021 (the “Employment Agreement”), between FTC Solar, Inc. (the “Company”) and Cathy Behnen (“you”) Dear Cathy: As discussed between you and the Company, you are agreeing to forego your cash bonus(es) that was otherwise earned by you in respect of Q1 of 2023 under the Company’s bonus policies. In exchange, you

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 31, 2025 FTC Solar, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40350 81-4816270 (State or other jurisdiction of incorporation) (Commission File Num

List of Subsidiaries of FTC Solar, Inc.

EXHIBIT 21.1 FTC SOLAR, INC Subsidiaries Name of Subsidiary Jurisdiction of Incorporation or Organization FTC Capital, LLC Delaware, United States FTC Solar Australia Pty Ltd. Australia FTC Solar (China) Co., Ltd. China FTC Solar India Private Ltd. India FTC Solar South Africa (PTY) Ltd. South Africa FTC Solar Spain, S.L. Spain

Amendment dated August 17, 2022 to Employment Agreement between FTC Solar, Inc. and Cathy Behnen

Exhibit 10.13 August 17, 2022 Re: Amendment to Employment Agreement, dated as of April 20, 2021 (the “Employment Agreement”), between FTC Solar, Inc. (the “Company”) and Cathy Behnen (“you”) Dear Cathy: As discussed between you and the Company, you are agreeing to forego your cash bonus that was otherwise earned by you in respect of Q2 of 2022 under the Company’s bonus policies. In exchange, you w

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 4, 2025 FTC Solar, Inc.

Term Sheet, dated March 4, 2025, by and between FTC Solar, Inc. and AV Securities, Inc.

EX-10.1 Exhibit 10.1 Private & Confidential Terms for AV Securities – FTC Solar (FTCI) Investment Agreement This term sheet (the “Term Sheet”) sets forth the principal terms and conditions relating to an investment by AV Securities and its affiliates in FTC Solar, Inc., and shall be binding on the parties hereto. Lender AV Securities Inc. and its affiliates (the “Lender”) Borrower FTC Solar (“FTC

1,750,000 Shares of Common Stock

424B3 1 d912620d424b3.htm 424B3 Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-284083 1,750,000 Shares of Common Stock This prospectus relates to the resale, from time to time, by the Selling Stockholder named herein (the “Selling Stockholder”) of an aggregate of 1,750,000 shares of common stock issuable upon the exercise of outstanding warrants (the “Warrants”) issued in

FTC Solar, Inc. 9020 N Capital of Texas Hwy, Suite I-260, Austin, Texas 78759 FTC Solar, Inc.

FTC Solar, Inc. 9020 N Capital of Texas Hwy, Suite I-260, Austin, Texas 78759 FTC Solar, Inc. January 3, 2025 Via EDGAR U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: FTC Solar, Inc. Registration Statement on Form S-3 Filed on December 30, 2024 File No. 333-284083 Ladies and Gentlemen: In accordance with Rule 461 of the General Rules and Regulations under the

Filing Fee Table

Exhibit 107 CALCULATION OF REGISTRATION FEE FORM S-3 (Form Type) FTC SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee  Fees to be Paid   Equity

As filed with the Securities and Exchange Commission on December 30, 2024

Table of Contents As filed with the Securities and Exchange Commission on December 30, 2024 Registration No.

Form of Warrant

Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

Registration Rights Agreement, dated December 4, 2024, by and between FTC Solar, Inc. and the parties thereto.

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 4, 2024, is by and among FTC Solar, Inc., a Delaware corporation, and/or its successor(s) (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”). RECITALS A. In connection with the Securities Purchase Agreement by and among the parties hereto

FTC Solar Announces Closing of Promissory Note Private Placement

Exhibit 99.1 FTC Solar Announces Closing of Promissory Note Private Placement AUSTIN, Texas, December 4, 2024 - FTC Solar, Inc. (Nasdaq: FTCI), a leading provider of solar tracker systems, today announced that it has closed a previously announced private placement of senior secured promissory notes (the “Notes”) in an aggregate principal amount of fifteen million dollars ($15,000,000) and warrants

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

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 4, 2024 4 FTC Solar, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40350 81-4816270 (State or Other Jurisdiction of Incorporation) (Commission File

Security and Pledge Agreement, dated December 4, 2024, by and between FTC Solar, Inc. and the parties thereto.

Exhibit 10.2 SECURITY AND PLEDGE AGREEMENT SECURITY AND PLEDGE AGREEMENT, dated as of December 4, 2024 (this “Agreement”), made by FTC Solar, Inc., a Delaware corporation (the “Company”), and each of the undersigned direct and indirect and direct Subsidiaries (as defined below) of the Company from time to time, if any (each a “Grantor” and together with the Company, collectively, the “Grantors”),

Form of Senior Note

Exhibit 4.2 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B)

Form of Securities Purchase Agreement by and between the Company and the Selling Stockholder, dated December 4, 2024 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on December 4, 2024)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 4, 2024, is by and among FTC Solar, Inc., a Delaware corporation (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”). RECITALS A. The Company and each Buyer is executing and delivering

Guaranty, dated December 4, 2024, made by each of the guarantors party thereto.

Exhibit 10.4 GUARANTY This GUARANTY, dated as of December 4, 2024 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of AV Securities, Inc., in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the “Buyers” party to the Securities Purchase Agreement (each as defined be

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

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 26, 2024 4 FTC Solar, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40350 81-4816270 (State or Other Jurisdiction of Incorporation) (Commission Fil

Certificate of Amendment of Amended and Restated Certificate of Incorporation

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FTC SOLAR, INC. FTC Solar, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows: 1. The name of the Corporation is FTC Solar, Inc. 2. This Certificate of Amendment (the “Certificate of Amendme

FTC Solar Announces Reverse Stock Split

Exhibit 99.1 FTC Solar Announces Reverse Stock Split AUSTIN, Texas, November 27, 2024 - FTC Solar, Inc. (Nasdaq: FTCI) (“FTC Solar”), a leading provider of solar tracker systems, today announced that it will implement a reverse stock split of its issued and outstanding Common Stock at a ratio of 1-for-10, effective at 5:00 PM Eastern Time on November 29, 2024, to satisfy the Nasdaq Capital Market’

FTC Solar Announces Third Quarter 2024 Financial Results Third Quarter Highlights and Recent Developments

Exhibit 99.1 FTC Solar Announces Third Quarter 2024 Financial Results Third Quarter Highlights and Recent Developments   • Third quarter revenue of $10.1 million, in-line with prior target • Industry veteran Yann Brandt joined as CEO • Announced 1GW tracker supply agreement with Dunlieh Energy • Announced multi-year agreement with Strata Clean Energy for 500mw, expandable to 1GW+ • Provided increm

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 FTC Solar, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40350 81-4816270 (State or other jurisdiction of incorporation) (Commission File

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): November 12, 2024 FTC Solar, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40350 81-4816270 (State or Other Jurisdiction of Incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

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 001-40350 FTC SOLAR, INC. (

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.  )

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

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.  )

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 (as permitted by Rule 1

Calculation of Filing Fee Tables Form S-8 (Form Type) FTC SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) FTC SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0.0001 par value

FTC Solar Appoints Pablo Barahona to Board of Directors

Exhibit 99.1 FTC Solar Appoints Pablo Barahona to Board of Directors AUSTIN, Texas — August 16, 2024 – FTC Solar, Inc. (Nasdaq: FTCI), a leading global provider of solar tracker systems, software, and engineering services, today announced the appointment of Pablo Barahona to its Board of Directors, effective August 12, 2024. Mr. Barahona replaces Isidoro Quiroga Cortes, who resigned from the Board

Director Letter, dated August 16, 2024

Exhibit 10.1 FTC Solar, Inc. 9020 N Capital of Texas Hwy, Suite I-260 Austin, Texas 78759 August 16, 2024 Mr. Pablo Barahona Re: Independent Director Letter Dear Mr. Barahona: FTC Solar, Inc., a Delaware corporation (the “Company” or “we”), is pleased to confirm your position as a member of its Board of Directors (the “Board”), effective as of August 12, 2024 (the “Effective Date”). We believe you

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

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 16, 2024 FTC Solar, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40350 81-4816270 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Form of Restricted Stock Unit Inducement Agreement between the Registrant and Yann Brandt (filed as Exhibit 99.1 to the Registrant's Current Report on Form S-8 filed with the Securities and Exchange Commission on August 16, 2024 and incorporated herein by reference).

Exhibit 99.1 FTC SOLAR, INC. RESTRICTED STOCK UNIT INDUCEMENT AGREEMENT THIS RESTRICTED STOCK UNIT INDUCEMENT AGREEMENT and the Award granted hereunder is made outside the terms of the FTC Solar, Inc. 2021 Stock Incentive Plan (as amended or amended and restated from time to time, the “Plan”) and the share reserve thereunder, as an “employment inducement award” within the meaning of Nasdaq Listing

Form of Share Target Restricted Stock Unit Inducement Agreement between the Registrant and Yann Brandt (filed as Exhibit 99.2 to the Registrant's Registration Statement on Form S-8 filed with the Securities and Exchange Commission on August 16, 2024 and incorporated herein by reference).

Exhibit 99.2 FTC SOLAR, INC. SHARE TARGET RESTRICTED STOCK UNIT INDUCEMENT AGREEMENT THIS SHARE TARGET RESTRICTED STOCK UNIT INDUCEMENT AGREEMENT and the Award granted hereunder is made outside the terms of the FTC Solar, Inc. 2021 Stock Incentive Plan (as amended or amended and restated from time to time, the “Plan”) and the share reserve thereunder, as an “employment inducement award” within the

As filed with the Securities and Exchange Commission on August 16, 2024

As filed with the Securities and Exchange Commission on August 16, 2024 Registration No.

FTC Solar Announces Resignation of Board Member

Exhibit 99.1 FTC Solar Announces Resignation of Board Member AUSTIN, Texas — August 15, 2024 – FTC Solar, Inc. (Nasdaq: FTCI), a leading global provider of solar tracker systems, software, and engineering services, announced today that Isidoro Quiroga Cortes has resigned from the company’s Board of Directors, effective August 11, 2024, after more than four years of service to the Board. During his

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

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, 2024 FTC Solar, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40350 81-4816270 (State or Other Jurisdiction of Incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

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 001-40350 FTC SOLAR, INC. (Exact

FTC Solar Announces Second Quarter 2024 Financial Results Second Quarter Highlights and Recent Developments

Exhibit 99.1 FTC Solar Announces Second Quarter 2024 Financial Results Second Quarter Highlights and Recent Developments   • Second quarter revenue of $11.4 million • Industry veteran Yann Brandt named new CEO, effective August 19 • Contracted portion of backlog now stands at $505 million • Company continues to identify operational efficiencies while investing strategically in sales resources AUST

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 8, 2024 FTC Solar, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40350 81-4816270 (State or Other Jurisdiction of Incorporation) (Commission File Num

FTC Solar Appoints Yann Brandt as New CEO

Exhibit 99.1 FTC Solar Appoints Yann Brandt as New CEO AUSTIN, Texas — July 23, 2024 – FTC Solar, Inc. (Nasdaq: FTCI), a leading provider of solar tracker systems, software and engineering services, today announced that its Board of Directors has appointed Yann Brandt, a longtime solar executive, as the company’s new President and Chief Executive Officer and a member of the Board, effective August

Employment Agreement, dated July 17, 2024, between FTC Solar, Inc. and Yann Brandt (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 23, 2024 and incorporated herein by reference)

Exhibit 10.1 FTC SOLAR, INC. EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made and entered into as of July 17, 2024, by and between FTC Solar, Inc., a Delaware corporation (the “Company” and together with its Affiliates, the “Company Group”), and Yann Brandt (“Executive” and, together with the Company, the “Parties”). RECITALS WHEREAS, the Parties intend that Executive shal

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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): July 23, 2024 FTC Solar, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40350 81-4816270 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 21, 2024 FTC Solar, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40350 81-4816270 (State or Other Jurisdiction of Incorporation) (Commission File Numb

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): June 6, 2024 FTC Solar, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40350 81-4816270 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 29, 2024 FTC Solar, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40350 81-4816270 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT FTC Solar, Inc. (Exact name of the registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT FTC Solar, Inc. (Exact name of the registrant as specified in its charter) Delaware 001-40350 (State or other jurisdiction of incorporation) (Commission file number) 9020 N Capital of Texas Hwy, Suite I-260, Austin, Texas 78759 78729 (Address of principle executive offices) (Zip code) Jaco

As filed with the Securities and Exchange Commission on May 17, 2024

As filed with the Securities and Exchange Commission on May 17, 2024 Registration No.

Calculation of Filing Fee Tables Form S-8 (Form Type) FTC SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) FTC SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0.0001 par value

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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 13, 2024 FTC Solar, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40350 81-4816270 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

FTC Solar Announces New Sales and Leadership Appointments

Exhibit 99.1 FTC Solar Announces New Sales and Leadership Appointments AUSTIN, Texas, May 15, 2024— FTC Solar, Inc. (Nasdaq: FTCI), a leading provider of solar tracker systems, software, and engineering services, announced new leadership appointments and an expanded sales leadership team designed to enhance customer experience and success while supporting global sales and strategic growth. The lea

Amendment dated July 1, 2022, to Employment Agreement, dated as of June 14, 2022, between FTC Solar, Inc. and Sasan Aminpour

Exhibit 10.1 July 1, 2022 Re: Amendment to Employment Agreement, dated as of June 14, 202[2] (the “Employment Agreement”), between FTC Solar, Inc. (the “Company”) and Sasan Aminpour (“you”) Dear Sasan: As discussed between you and the Company, and as approved by the Compensation Committee of the Board of Directors of the Company on June 7, 2022, you are agreeing to forego your cash salary (other t

Amendment dated May 11, 2023, to Employment Agreement, dated as of June 14, 2022, between FTC Solar, Inc. and Sasan Aminpour

Exhibit 10.3 May 11, 2023 Re: Amendment to Employment Agreement, dated as of June 14, 2022 (the “Employment Agreement”), between FTC Solar, Inc. (the “Company”) and Sasan Aminpour (“you”) Dear Sasan: As discussed between you and the Company, you are agreeing to forego your cash bonus(es) that was otherwise earned by you in respect of Q1 of 2023 under the Company’s bonus policies. In exchange, you

Amendment dated August 17, 2022, to Employment Agreement, dated as of June 14, 2022, between FTC Solar, Inc. and Sasan Aminpour

Exhibit 10.2 August 17, 2022 Re: Amendment to Employment Agreement, dated as of June 14, 2022 (the “Employment Agreement”), between FTC Solar, Inc. (the “Company”) and Sasan Aminpour (“you”) Dear Sasan: As discussed between you and the Company, you are agreeing to forego your cash bonus that was otherwise earned by you in respect of Q2 of 2022 under the Company’s bonus policies. In exchange, you w

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 10, 2024 FTC Solar, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40350 81-4816270 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

FTC Solar Announces First Quarter 2024 Financial Results First Quarter Highlights and Recent Developments

Exhibit 99.1 FTC Solar Announces First Quarter 2024 Financial Results First Quarter Highlights and Recent Developments   • First quarter revenue of $12.6 million • Company remains focused on purchase orders, operational efficiencies, quality and customer service • Total backlog now stands at $1.8 billion • Continue to expect to achieve quarterly profitability in 2024 AUSTIN, Texas — May 10, 2024– 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

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 001-40350 FTC SOLAR, INC. (Exac

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. )

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 14a-6(e)(2)) ☐ Defin

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. )

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 14a-6(e)(2)) ☒ Defin

Employment Agreement by and between FTC Solar, Inc. and Sasan Aminpour

Exhibit 10.14 FTC SOLAR, INC. EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made and entered into as of June 14, 2022 by and between FTC Solar, Inc., a Delaware corporation (the “Company” and together with its Affiliates, the “Company Group”), and Sasan Aminpour (“Executive” and, together with the Company, the “Parties”). RECITALS WHEREAS, the Parties intend that Executive s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ 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 001-40350 FTC SOLAR, INC.

List of Subsidiaries of FTC Solar, Inc.

Exhibit 21.1 FTC SOLAR, INC Subsidiaries Name of Subsidiary Jurisdiction of Incorporation or Organization FTC Capital, LLC Delaware, United States FTC Solar Australia Pty Ltd. Australia FTC Solar (China) Co., Ltd. China FTC Solar India Private Ltd. India FTC Solar South Africa (PTY) Ltd. South Africa

FTC Solar, Inc. Clawback Policy

Exhibit 97.1 CLAWBACK POLICY The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of FTC Solar, Inc. (the “Company”) believes that it is appropriate for the Company to adopt this Clawback Policy (the “Policy”) to be applied to the Executive Officers of the Company and adopts this Policy to be effective as of the Effective Date. 1. Definitions For purposes of this Po

Code of Business Conduct and Ethics

Exhibit 14.1 CODE OF BUSINESS CONDUCT AND ETHICS Adopted as of 16th April 2021 Dear Colleagues, The good name and reputation of FTC Solar, Inc. and its operating subsidiaries (collectively, the “Company”) are a direct result of the dedication and hard work of all of us. Together, we are all collectively responsible for preserving and enhancing our reputation, a duty that is fundamental to our cont

Insider Trading Policy

Exhibit 19.1 INSIDER TRADING POLICY Adopted 16th April 2021 In the course of conducting the business of FTC Solar, Inc. (together with its subsidiaries, the “Company”), you may come into possession of material information about the Company or other entities that is not available to the investing public (referenced herein as “material nonpublic information,” as explained in greater detail below). Y

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 13, 2024 FTC Solar, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40350 81-4816270 (State or Other Jurisdiction of Incorporation) (Commission File Num

FTC Solar Announces Fourth Quarter 2023 Financial Results Fourth Quarter Highlights and Recent Developments

Exhibit 99.1 FTC Solar Announces Fourth Quarter 2023 Financial Results Fourth Quarter Highlights and Recent Developments   • Fourth quarter revenue of $23.2 million • Continue to improve cost structure to lower break-even revenue level • Added approximately $213 million to backlog1 since Nov. 8; acceleration in contracted projects • Anthony Carroll appointed Chairman of Customer Advisory Board AUS

FTCI / FTC Solar, Inc. / Springer David - SC 13G/A Passive Investment

SC 13G/A 1 feb2024sched13gaspri.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* FTC Solar, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 30320C 103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the app

FTCI / FTC Solar, Inc. / ARC Family Trust - SC 13G/A Passive Investment

SC 13G/A 1 feb2024schedule13gaa.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* FTC Solar, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 30320C 103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the app

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

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 22, 2023 FTC Solar, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40350 81-4816270 (State or Other Jurisdiction of Incorporation) (Commission File

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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 2, 2023 FTC Solar, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40350 81-4816270 (State or Other Jurisdiction of Incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

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 001-40350 FTC SOLAR, INC. (

FTC Solar Announces Third Quarter 2023 Financial Results and Leadership Transition Third Quarter Highlights and Recent Developments

Exhibit 99.1 FTC Solar Announces Third Quarter 2023 Financial Results and Leadership Transition Third Quarter Highlights and Recent Developments   • Revenue of $30.5 million up 84% y/y, down 5.6% q/q • Continue to improve cost structure, as evidenced by gross margin on sub-scale revenue levels • Project backlog of approximately $1.6 billion, with approximately $60 million added since August 9 • Le

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

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 9, 2023 FTC Solar, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40350 81-4816270 (State or Other Jurisdiction of Incorporation) (Commission File Num

FTC SOLAR, INC. AMENDMENT NO. 1 TO EQUITY DISTRIBUTION AGREEMENT

Exhibit 1.1 FTC SOLAR, INC. AMENDMENT NO. 1 TO EQUITY DISTRIBUTION AGREEMENT August 9, 2023 Barclays Capital Inc., as Agent 745 Seventh Avenue New York, New York 10019 Credit Suisse Securities (USA) LLC, as Prior Agent 11 Madison Avenue New York, New York 10010 Ladies and Gentlemen: Reference is made to the Equity Distribution Agreement (the “Agreement”), dated as of September 14, 2022, by and bet

Up to $100,000,000 Common Stock

 Filed Pursuant to Rule 424(b)(3)  Registration No. 333-265842 Supplement dated August 9, 2023 To Prospectus Supplement dated September 14, 2022 (To Prospectus dated July 7, 2022) Up to $100,000,000 Common Stock This supplement (this “Supplement”) supplements the prospectus supplement, dated September 14, 2022 (the “Prospectus Supplement”), providing for the offer and sale of shares of our common

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

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 001-40350 FTC SOLAR, INC. (Exact

Amendment, dated July 1, 2022, to Employment Agreement, dated as of April 26, 2021, between FTC Solar, Inc. and Patrick Cook (filed as Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q with the Securities and Exchange Commission on August 9, 2023 and incorporated herein by reference)

Exhibit 10.3 July 1, 2022 Re: Amendment to Employment Agreement, dated as of April 26, 2021 (the “Employment Agreement”), between FTC Solar, Inc. (the “Company”) and Patrick Cook (“you”) Dear Patrick: As discussed between you and the Company, and as approved by the Compensation Committee of the Board of Directors of the Company on June 7, 2022, you are agreeing to forego your cash salary (other th

Amendment, dated August 17, 2022, to Employment Agreement, dated as of April 26, 2021, between FTC Solar, Inc. and Patrick Cook (filed as Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q with the Securities and Exchange Commission on August 9, 2023 and incorporated herein by reference)

Exhibit 10.4 August 17, 2022 Re: Amendment to Employment Agreement, dated as of April 26, 2021 (the “Employment Agreement”), between FTC Solar, Inc. (the “Company”) and Patrick Cook (“you”) Dear Patrick: As discussed between you and the Company, you are agreeing to forego your cash bonus that was otherwise earned by you in respect of Q2 of 2022 under the Company’s bonus policies. In exchange, you

Amendment, dated May 11, 2023, to Employment Agreement, dated as of March 31, 2022, between FTC Solar, Inc. and Phelps Morris

Exhibit 10.1 May 11, 2023 Re: Amendment to Employment Agreement, dated as of March 31, 2022 (the “Employment Agreement”), between FTC Solar, Inc. (the “Company”) and Phelps Morris (“you”) Dear Phelps: As discussed between you and the Company, you are agreeing to forego your cash bonus(es) that was otherwise earned by you in respect of Q1 of 2023 under the Company’s bonus policies. In exchange, you

FTC Solar Announces Second Quarter 2023 Financial Results Second Quarter Highlights and Recent Developments

Exhibit 99.1 FTC Solar Announces Second Quarter 2023 Financial Results Second Quarter Highlights and Recent Developments   • Gross margin expansion of 180 basis points q/q GAAP, 90 bps Non-GAAP, despite project push-outs • Project backlog reaches $1.6 billion, with $259 million recently added • Awarded landmark 1GW solar project, part of Cat Creek's renewables agreement with Bayer • Awarded 300MW

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

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 9, 2023 FTC Solar, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40350 81-4816270 (State or Other Jurisdiction of Incorporation) (Commission File Num

Amendment, dated May 11, 2023, to Employment Agreement, dated as of April 26, 2021, between FTC Solar, Inc. and Patrick Cook (filed as Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q with the Securities and Exchange Commission on August 9, 2023 and incorporated herein by reference)

Exhibit 10.5 May 11, 2023 Re: Amendment to Employment Agreement, dated as of April 26, 2021 (the “Employment Agreement”), between FTC Solar, Inc. (the “Company”) and Patrick Cook (“you”) Dear Patrick: As discussed between you and the Company, you are agreeing to forego your cash bonus(es) that was otherwise earned by you in respect of Q1 of 2023 under the Company’s bonus policies. In exchange, you

Amendment No. 3 to the Senior Secured Revolving Facility, by and among FTC Solar, Inc., as borrower, and Barclays Bank PLC, as administrative agent, dated as of June 7, 2023

Execution Version Exhibit 10.6 AMENDMENT NO. 3 TO CREDIT AGREEMENT This Amendment No. 3 to Credit Agreement, dated as of June 7, 2023 (this “Amendment”), is entered into by and among FTC SOLAR, INC., a Delaware corporation (the “Borrower”), and BARCLAYS BANK PLC (“Barclays”), as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”). W I T N E S

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): June 1, 2023 FTC Solar, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40350 81-4816270 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

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

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 10, 2023 FTC Solar, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40350 81-4816270 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

FTC Solar Announces First Quarter 2023 Financial Results First Quarter Highlights and Recent Developments

Exhibit 99.1 FTC Solar Announces First Quarter 2023 Financial Results First Quarter Highlights and Recent Developments   • Revenue growth of 56% quarter over quarter (q/q) • Gross margin of 5.0%, or 7.3% Non-GAAP, up >10 points q/q & 57 points over last 2 quarters • New Pioneer 1P tracker shipping ahead of schedule, with first orders in U.S. and Australia • Project backlog reaches $1.4B, with $235

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

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 001-40350 FTC SOLAR, INC. (Exac

Amendment, dated March 1, 2023, to the September 2021 Employment Agreement between FTC Solar, Inc. and Sean Hunkler

Exhibit 10.1 March 1, 2023 Re: Amendment to Employment Agreement, dated as of September 13, 2021 (the “Employment Agreement”), between FTC Solar, Inc. (the “Company”) and Sean Hunkler (“you”) Dear Sean: As discussed between you and the Company, including the Board of Directors, you are agreeing to forego your cash bonus that was otherwise earned by you in respect of Q2, Q3 and Q4 of 2022 (as a por

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. )

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 14a-6(e)(2)) ☐ Defin

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. )

DEF 14A 1 2023proxyftcsolar.htm DEF 14A 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 (a

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

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 03, 2023 FTC Solar, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40350 81-4816270 (State or Other Jurisdiction of Incorporation) (Commission File Num

Letter from PricewaterhouseCoopers LLP addressed to the Securities and Exchange Commission, dated April 6, 2023

Exhibit 16.1 April 6, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by FTC Solar, Inc. (copy attached), which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K of FTC Solar, Inc. dated April 3, 2023. We agree with the statements concerning our Firm contained th

Amendment 2, dated April 3, 2023, to the September 2021 Employment Agreement between FTC Solar, Inc, and Sean Hunkler (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 3, 2023 and incorporated herein by reference)

Exhibit 10.1 April 3, 2023 Sean Hunkler Delivered via e-mail Re: Amendment No. 2 to Employment Agreement, dated as of September 13, 2021 and amended on March 1, 2023 (the “Employment Agreement”), between FTC Solar, Inc. (the “Company”) and Sean Hunkler (“you”) Dear Sean: The Company and you are hereby agreeing to amend the Employment Agreement to (i) cancel a portion of the Options ($30) (as defin

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 3, 2023 FTC Solar, Inc. (Ex

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 3, 2023 FTC Solar, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40350 81-4816270 (State or Other Jurisdiction of Incorporation) (Commission File Numb

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

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 FTC Solar, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40350 81-4816270 (State or Other Jurisdiction of Incorporation) (Commission File

As filed with the Securities and Exchange Commission on February 28, 2023

As filed with the Securities and Exchange Commission on February 28, 2023 Registration No.

FTC Solar Announces Fourth Quarter 2022 Financial Results Fourth Quarter Highlights and Recent Developments

Exhibit 99.1 FTC Solar Announces Fourth Quarter 2022 Financial Results Fourth Quarter Highlights and Recent Developments   • Revenue growth of 58% q/q, significant gross margin improvement • Project backlog crosses billion-dollar mark for first time at $1.2B, with $240 million added • Total project pipeline1 reaches new record high of 110GW • Announced U.S. manufacturing joint venture utilizing do

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ 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 001-40350 FTC SOLAR, INC.

List of Subsidiaries of FTC Solar, Inc.

Exhibit 21.1 FTC SOLAR, INC Subsidiaries Name of Subsidiary Jurisdiction of Incorporation or Organization FTC Capital, LLC Delaware, United States FTC Solar Australia Pty Ltd. Australia FTC Solar (China) Co., Ltd. China FTC Solar India Private Ltd. India FTC Solar South Africa (PTY) Ltd. South Africa

Calculation of Filing Fee Tables

EX-FILING FEES 4 brhc10048936ex107.htm EXHIBIT 107 Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) FTC SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Regis

FTCI / FTC Solar, Inc. / Springer David - SC 13G Passive Investment

UNITED STATES Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* FTC Solar, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 30320C 103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

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

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 13, 2023 FTC Solar, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40350 81-4816270 (State or Other Jurisdiction of Incorporation) (Commission File

FTCI / FTC Solar, Inc. / ARC Family Trust - SC 13G Passive Investment

UNITED STATES Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* FTC Solar, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 30320C 103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

FTC Solar Announces Solar Tracker Manufacturing Joint Venture Sealy, Texas facility will bolster domestic supply chain

EXHIBIT 99.1 FTC Solar Announces Solar Tracker Manufacturing Joint Venture Sealy, Texas facility will bolster domestic supply chain AUSTIN, Texas — February 9, 2023 – FTC Solar, Inc. (Nasdaq: FTCI), a leading global provider of solar tracker systems, software, and engineering services, and Taihua New Energy (Thailand) Co., LTD (“Taihua New Energy”), a leading steel fabricator, today announced a jo

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

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 09, 2023 FTC Solar, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40350 81-4816270 (State or Other Jurisdiction of Incorporation) (Commission File

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Common Stock of FTC Solar, Inc., a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on behalf of each of the undersign

FTCI / FTC Solar, Inc. / South Lake One, Llc - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* FTC Solar, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 30320C103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p

FTC Solar Announces Board Transition T.J. Rodgers to step down from Board after 5 years Shaker Sadasivam named Chairman of the Board Tamara Mullings to join the Board

EX-99.1 2 ftci-ex991.htm EX-99.1 Exhibit 99.1 FTC Solar Announces Board Transition T.J. Rodgers to step down from Board after 5 years Shaker Sadasivam named Chairman of the Board Tamara Mullings to join the Board AUSTIN, Texas — January 23, 2023 – FTC Solar, Inc. (Nasdaq: FTCI), a leading global provider of solar tracker systems, software, and engineering services, today announced that Thurman Joh

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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): January 23, 2023 FTC Solar, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40350 81-4816270 (State or Other Jurisdiction of Incorporation) (Commission File N

FTC SOLAR, INC. 797,396 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-265842 PROSPECTUS SUPPLEMENT (To Prospectus dated July 7, 2022) FTC SOLAR, INC. 797,396 Shares of Common Stock We are issuing 797,396 shares of our common stock, par value $0.0001 per share, pursuant to the terms of a settlement agreement, dated as of December 29, 2022 (the “Settlement Agreement”), we entered into with FCX Solar, LLC. The share

EX-FILING FEES

Exhibit 107 The prospectus supplement to which this exhibit is attached is a final prospectus for the related offering. The maximum aggregate offering price of such offering is $1,999,999.143548.

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 30, 2022 FTC Solar, Inc.

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 30, 2022 FTC Solar, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40350 81-4816270 (State or Other Jurisdiction of Incorporation) (Commission File

FTC Solar Announces Third Quarter 2022 Financial Results Third Quarter Highlights and Recent Developments

Exhibit 99.1 FTC Solar Announces Third Quarter 2022 Financial Results Third Quarter Highlights and Recent Developments ? ? Total project pipeline1 reaches new record high of 90GW ? Added $203 million to our backlog since August 9 ? Launched new solution for U.S. thin-film modules ? Launched differentiated new 1P tracker solution, Pioneer, along with initial 500MW agreement ? Awarded our largest pr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

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 001-40350 FTC SOLAR, INC. (

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

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, 2022 FTC Solar, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40350 81-4816270 (State or Other Jurisdiction of Incorporation) (Commission File N

Amendment to Employment Agreement, dated as of March 31, 2022, between FTC Solar, Inc. and Phelps Morris (filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2022 and incorporated herein by reference)

Exhibit 10.1 August 17, 2022 Re: Amendment to Employment Agreement, dated as of March 31, 2022 (the ?Employment Agreement?), between FTC Solar, Inc. (the ?Company?) and Phelps Morris (?you?) Dear Phelps: As discussed between you and the Company, you are agreeing to forego your cash bonus that was otherwise earned by you in respect of Q2 of 2022 under the Company?s bonus policies. In exchange, you

Up to $100,000,000

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-265842 PROSPECTUS SUPPLEMENT (To Prospectus dated July 7, 2022) Up to $100,000,000 ? Common Stock We have entered into an equity distribution agreement with Credit Suisse Securities (USA) LLC (?Credit Suisse?), relating to the shares of our common stock, par value $0.0001 per share, offered by this prospectus supplement and th

EQUITY DISTRIBUTION AGREEMENT

Exhibit 1.1 Execution Version EQUITY DISTRIBUTION AGREEMENT September 14, 2022 Credit Suisse Securities (USA) LLC 11 Madison Avenue New York, New York 10010 Ladies and Gentlemen: FTC Solar, Inc., a Delaware corporation (the ?Company?), confirms its agreement with Credit Suisse Securities (USA) LLC (?Credit Suisse?), as agent and/or principal under any Terms Agreement (as defined in Section 1(a) be

Entry into a Material Definitive Agreement, 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 14, 2022 FTC Solar, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40350 81-4816270 (State or Other Jurisdiction of Incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

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 001-40350 FTC SOLAR, INC. (Exact

FTC Solar Announces Second Quarter 2022 Financial Results Second Quarter Highlights and Recent Developments

Exhibit 99.1 FTC Solar Announces Second Quarter 2022 Financial Results Second Quarter Highlights and Recent Developments ? ? Second quarter revenue of $30.7 million ? Added new top 10 utility customer and new strategic EPC customer ? Awarded first project in Thailand, continuing international expansion ? Added $141 million to executed contracts and awarded orders since May 9 ? Announced EPC partne

Amendment to Employment Agreement, dated as of September 13, 2021 between FTC Solar, Inc. and Sean Hunkler

Exhibit 10.2 July 1, 2022 Re: Amendment to Employment Agreement, dated as of September 13, 2021 (the ?Employment Agreement?), between FTC Solar, Inc. (the ?Company?) and Sean Hunkler (?you?) Dear Sean: As discussed between you and the Company, and as approved by the Compensation Committee of the Board of Directors of the Company on June 7, 2022, you are agreeing to forego your cash salary (other t

Amendment to Employment Agreement, dated as of March 31, 2022 between FTC Solar, Inc. and Phelps Morris

Exhibit 10.3 July 1, 2022 Re: Amendment to Employment Agreement, dated as of March 31, 2022 (the ?Employment Agreement?), between FTC Solar, Inc. (the ?Company?) and Phelps Morris (?you?) Dear Phelps: As discussed between you and the Company, and as approved by the Compensation Committee of the Board of Directors of the Company on June 7, 2022, you are agreeing to forego your cash salary (other th

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 9, 2022 FTC Solar, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40350 81-4816270 (State or Other Jurisdiction of Incorporation) (Commission File Num

FTC Solar, Inc. 9020 N Capital of Texas Hwy, Suite I-260 Austin, Texas 78759

CORRESP 1 filename1.htm FTC Solar, Inc. 9020 N Capital of Texas Hwy, Suite I-260 Austin, Texas 78759 July 5, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.C. 20549-3561 Attn: Gregory Herbers Re: FTC Solar, Inc. Registration Statement on Form S-3 (File No. 333-265842) Request for Acceleration of Effective Date Ladies and Gentlemen: W

As filed with the Securities and Exchange Commission on July 1, 2022

As filed with the Securities and Exchange Commission on July 1, 2022 Registration No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) FTC SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0.0001 par value

As filed with the Securities and Exchange Commission on June 24, 2022

S-3 1 ny20004608x1s3.htm S-3 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 24, 2022 Registration No. 333-       UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FTC SOLAR, INC. (Exact name of registrant as specified in its charter) Delaware 81-4816270 (State or other jurisdictio

FTC SOLAR, INC.

Exhibit 4.6 FTC SOLAR, INC. INDENTURE Dated as of , DEBT SECURITIES Wilmington Trust, National Association Trustee Reconciliation and tie between Trust Indenture Act of 1939 and Indenture* Trust Indenture Act Section Indenture Section ? 310 (a) 11.04(a), 16.02 (b) 11.01(f), 11.04(b), 11.05(1), 16.02 (b)(1) 11.04(b), 16.02 ? 311 11.01(f), 16.02 ? 312 14.02(d), 16.02 (b) 11.10, 16.02 (c) 11.10, 16.0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified

EX-25.1 5 ny20004608x1ex25-1.htm EXHIBIT 25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. employer identification no.) 1100 North Market Street Wi

FTC SOLAR, INC. 37,277,987 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-262538 PROSPECTUS SUPPLEMENT NO. 2 (to prospectus dated March 25, 2022) FTC SOLAR, INC. 37,277,987 Shares of Common Stock This prospectus supplement amends and supplements the prospectus dated March 25, 2022 (as supplemented to date, the ?Prospectus?) which forms a part of our Registration Statement on Form S-1 (Registration Statement No. 333-2

Calculation of Filing Fee Tables Form S-3 (Form Type) FTC SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) FTC SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry F

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): June 17, 2022 FTC Solar, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40350 81-4816270 (State or Other Jurisdiction of Incorporation) (Commission File Numb

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 13, 2022 FTC Solar, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40350 81-4816270 (State or Other Jurisdiction of Incorporation) (Commission File Numb

INDEX TO FINANCIAL STATEMENTS Page Audited Consolidated Financial Statements Report of Independent Registered Public Accounting Firm (PCAOB ID 238) 19 Consolidated Balance Sheets 20 Consolidated Statements of Operations and Comprehensive Loss 21 Cons

Exhibit 99.1 Item 7. Management?s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes and other information included elsewhere in this Annual Report. This discussion contains forward-looking state

Amendment No. 2 to Senior Secured Revolving Credit Facility, by and among FTC Solar, Inc., as borrower, Barclays Bank PLC, as administrative agent, and the lenders party thereto (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 2, 2022 and incorporated herein by reference)

Exhibit 10.1 Execution Version AMENDMENT NO. 2 TO CREDIT AGREEMENT This Amendment No. 2 to Credit Agreement, dated as of June 2, 2022 (this ?Amendment?), is entered into by and among FTC SOLAR, INC., a Delaware corporation (the ?Borrower?), BARCLAYS BANK PLC, as administrative agent (in such capacity, the ?Administrative Agent?), and the Lenders a party hereto, which constitute Required Lenders un

Entry into a Material Definitive Agreement, 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): June 2, 2022 FTC Solar, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40350 81-4816270 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

FTC SOLAR, INC. 37,277,987 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-262538 PROSPECTUS SUPPLEMENT NO. 1 (to prospectus dated March 25, 2022) FTC SOLAR, INC. 37,277,987 Shares of Common Stock This prospectus supplement amends and supplements the prospectus dated March 25, 2022 (as supplemented to date, the ?Prospectus?) which forms a part of our Registration Statement on Form S-1 (Registration Statement No. 333-2

Amendment No. 1 to Senior Secured Revolving Credit Facility, by and among FTC Solar, Inc., as borrower, HSBC Bank USA, N.A. and Barclays Bank PLC, as an issuing lender and as administrative agent.

Exhibit 10.4 AMENDMENT NO. 1 TO CREDIT AGREEMENT This Amendment No. 1 to Credit Agreement, dated as of December 2, 2021 (this ?Amendment?), is entered into by and among FTC SOLAR, INC., a Delaware corporation (the ?Borrower?), HSBC BANK USA, N.A. (?HSBC?) and BARCLAYS BANK PLC, as an Issuing Lender (in such capacity, the ?Barclays Issuing Lender?) and as administrative agent (in such capacity, the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

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 001-40350 FTC SOLAR, INC. (Exac

Employment Agreement by and between FTC Solar, Inc. and Robert Phelps Morris.

Exhibit 10.5 FTC SOLAR, INC. EMPLOYMENT AGREEMENT This Employment Agreement (this ?Agreement?) is made and entered into as of March 31, 2022, by and between FTC Solar, Inc., a Delaware corporation (the ?Company? and together with its Affiliates, the ?Company Group?), and Phelps Morris (?Executive? and, together with the Company, the ?Parties?). RECITALS WHEREAS, the Parties intend that Executive s

FTC Solar Announces First Quarter 2022 Financial Results First Quarter Highlights and Recent Developments

Exhibit 99.1 FTC Solar Announces First Quarter 2022 Financial Results First Quarter Highlights and Recent Developments ? ? First quarter revenue of $49.6 million, net of $5.0 million reserve? ? International project pipeline reaches new record levels at 32+ Gigawatts ? Awarded first projects in Kenya, South Africa and Malaysia ? Added $112 million to executed contracts and awarded orders since Mar

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 10, 2022 FTC Solar, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40350 81-4816270 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

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. 1)

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. 1) 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)) ? Defi

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. )

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 14a-6(e)(2)) ? Defin

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. )

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 14a-6(e)(2)) ? Defin

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 31, 2022 FTC Solar, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40350 81-4816270 (State or Other Jurisdiction of Incorporation) (Commission File Num

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): April 05, 2022 FTC Solar, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40350 81-4816270 (State or Other Jurisdiction of Incorporation) (Commission File Num

   37,277,987 Shares of Common Stock

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-262538 PROSPECTUS ???37,277,987 Shares of Common Stock ? FTC Solar, Inc. ? Common Stock This prospectus relates to the offer and sale from time to time by the selling stockholders identified in this prospectus of up to 37,277,987 shares of our common stock, par value $0.0001 per share. This prospectus also covers any additiona

FTC Solar, Inc. 9020 N Capital of Texas Hwy, Suite I-260 Austin, Texas 78759

FTC Solar, Inc. 9020 N Capital of Texas Hwy, Suite I-260 Austin, Texas 78759 March 23, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.C. 20549-3561 Attn: Bradley Ecker Re: FTC Solar, Inc. Registration Statement on Form S-1 (File No. 333-262538) Request for Acceleration of Effective Date Ladies and Gentlemen: We refer to the registrat

Exhibit 4.2

Exhibit 4.2 DESCRIPTION OF REGISTRANT?S SECURITIES The following summary describes the material provisions of the common stock of FTC Solar, Inc. (?we?, ?our?, ?us?, the ?Company?) that is registered under Section 12 of the Securities and Exchange Act of 1934, as amended (the ?Exchange Act?), and certain provisions of our amended and restated certificate of incorporation and amended and restated b

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? 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 001-40350 FTC SOLAR, INC.

Amendment No. 1 to Registration Rights Agreement, dated February 17, 2022, by and among FTC Solar, Inc. and certain holders of its capital stock (filed as Exhibit 10.2 to the Registrant's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 21, 2022 and incorporated herein by reference)

Exhibit 10.2 FTC Solar, Inc. AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT February 17, 2022 Reference is made to the Registration Rights Agreement, dated as of April 29, 2021 (the ?Agreement?), by and among FTC Solar, Inc., a Delaware corporation (the ?Company?), and the persons and entities listed on Schedule I thereto. All capitalized terms used in this Amendment No. 1 to the Agreement and n

As filed with the Securities and Exchange Commission on March 21, 2022

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on March 21, 2022 Registration No.

Calculation of Filing Fee Tables Form S-1 (Form Type) FTC SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Calculation of Filing Fee Tables Form S-1 (Form Type) FTC SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Carry Forward

List of Subsidiaries of FTC Solar, Inc.

EXHIBIT 21.1 FTC SOLAR, INC Subsidiaries Name of Subsidiary Jurisdiction of Incorporation or Organization FTC Capital, LLC Delaware, United States FTC Solar Australia PTY LTD Australia FTC Solar India Private Limited India FTC Solar Singapore Private Limited Singapore FTC Solar South Africa (PYT) LTD South Africa

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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 11, 2022 FTC Solar, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40350 81-4816270 (State or Other Jurisdiction of Incorporation) (Commission File Num

FTC Solar Announces Fourth Quarter and Full Year 2021 Financial Results and Value-Creating International Acquisition Fourth Quarter Highlights and Recent Developments

Exhibit 99.1 FTC Solar Announces Fourth Quarter and Full Year 2021 Financial Results and Value-Creating International Acquisition Fourth Quarter Highlights and Recent Developments ? ? Fourth quarter revenue of $101.7 million, up 92% q/q; 130% y/y;? ? Launched turnkey DG offering for sub 20MW market ? Added three new SunPath contracts ? Continue to target strong ~62% revenue growth in 2022 ? Announ

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Common Stock of FTC Solar, Inc., a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on behalf of each of the undersign

FTCI / FTC Solar, Inc. / South Lake One, Llc - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* FTC Solar, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 30320C103 (CUSIP Number) April 27, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

FTCI / FTC Solar, Inc. / Springer David - SC 13G Passive Investment

UNITED STATES Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* FTC Solar, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 30320C 103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

FTCI / FTC Solar, Inc. / ARC Family Trust - SC 13G Passive Investment

UNITED STATES Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* FTC Solar, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 30320C 103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

Calculation of Filing Fee Tables Form S-1 (Form Type) FTC SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) FTC SOLAR, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fe

As filed with the Securities and Exchange Commission on February 4, 2022

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on February 4, 2022 Registration No.

Employment Agreement by and between FTC Solar, Inc. and Ali Mortazavi (filed as Exhibit 10.7 to the Registrant's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on February 4, 2022 and incorporated herein by reference)

Exhibit 10.7 FTC SOLAR, INC. EMPLOYMENT AGREEMENT This Employment Agreement (this ?Agreement?) is made and entered into as of June 29, 2021 (the ?Effective Date?), by and between FTC Solar, Inc., a Delaware corporation (the ?Company? and together with its Affiliates, the ?Company Group?), and Ali Mortazavi (?Executive? and, together with the Company, the ?Parties?). RECITALS WHEREAS, the Parties i

Employment Agreement by and between FTC Solar, Inc. and Deepak Navnith (filed as Exhibit 10.8 to the Registrant's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on February 4, 2022 and incorporated herein by reference)

Exhibit 10.8 FTC SOLAR, INC. EMPLOYMENT AGREEMENT This Employment Agreement (this ?Agreement?) is made and entered into as of April 30, 2021, by and between FTC Solar, Inc., a Delaware corporation (the ?Company? and together with its Affiliates, the ?Company Group?), and Deepak Navnith (?Executive? and, together with the Company, the ?Parties?). RECITALS WHEREAS, the Parties intend that Executive

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 23, 2022 FTC Solar, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40350 81-4816270 (State or Other Jurisdiction of Incorporation) (Commission File N

FTC Solar, Inc. 2021 Employee Stock Purchase Plan (filed as Exhibit 10.7 to the Registrant's Quarterly Report on Form 10-Q with the Securities and Exchange Commission on August 11, 2021 and incorporated herein by reference)

Exhibit 10.7 FTC SOLAR, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN The following constitute the provisions of the FTC Solar, Inc. 2021 Employee Stock Purchase Plan. 1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions. It is the intention of the Compa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

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 001-40350 FTC SOLAR, INC. (

FTC Solar, Inc. 2021 Stock Incentive Plan and form of agreement (filed as Exhibit 10.6 to the Registrant's Quarterly Report on Form 10-Q with the Securities and Exchange Commission on August 11, 2021 and incorporated herein by reference)

Exhibit 10.6 FTC SOLAR, INC. 2021 STOCK INCENTIVE PLAN Section 1. Purpose of Plan. The name of the Plan is the FTC Solar, Inc. 2021 Stock Incentive Plan (the ?Plan?). The purposes of the Plan are to provide an additional incentive to selected officers, employees, non-employee directors, and consultants of the Company or its Affiliates (as hereinafter defined) whose contributions are essential to t

Employment Agreement by and between FTC Solar, Inc. and Sean Hunkler (filed as Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2021 and incorporated herein by reference)

FTC SOLAR, INC. EMPLOYMENT AGREEMENT This Employment Agreement (this ?Agreement?) is made and entered into as of September 13, 2021, by and between FTC Solar, Inc., a Delaware corporation (the ?Company? and together with its Affiliates, the ?Company Group?), and Sean Hunkler (?Executive? and, together with the Company, the ?Parties?). RECITALS WHEREAS, the Parties intend that Executive shall serve

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): September 30, 2021 FTC Solar, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40350 81-4816270 (State or Other Jurisdiction of Incorporation) (Commission File

FTC Solar Announces Third Quarter 2021 Financial Results Third Quarter Highlights and Recent Developments

Exhibit 99.1 FTC Solar Announces Third Quarter 2021 Financial Results Third Quarter Highlights and Recent Developments ? ? Third quarter revenue of $53.0?million, up 5.8% q/q; nine-month revenue up 18% y/y;? ? Added?to?executed contracts and awarded orders,?now?totaling?$752?million?YTD?through?Nov.?9*;??? ? Announced 1.7GW transaction to supply trackers to multiple projects in development by a le

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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): September 14, 2021 FTC Solar, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40350 81-4816270 (State or Other Jurisdiction of Incorporation) (Commission File

FTC Solar Announces CEO Transition Sean Hunkler named President, CEO and Board member effective Sept. 24; joining FTC Solar at a time of significant growth for the company

FTC Solar Announces CEO Transition Sean Hunkler named President, CEO and Board member effective Sept.

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): June 30, 2021 FTC Solar, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40350 81-4816270 (State or Other Jurisdiction of Incorporation) (Commission File Numb

FTC Solar Announces Second Quarter 2021 Financial Results Second Quarter Highlights and Recent Developments

Exhibit 99.1 FTC Solar Announces Second Quarter 2021 Financial Results Second Quarter Highlights and Recent Developments ? Second quarter revenue of $50.1 million; total 1H?21 revenue up 39% y/y; ? Added to executed contracts and awarded orders, now totaling $419 million YTD through Aug. 1*; ? Continuing to win new customers, including another top 5 construction firm/EPC; ? Recognized first revenu

FTC Solar, Inc. 2021 Employee Stock Purchase Plan

Exhibit 10.7 FTC SOLAR, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN The following constitute the provisions of the FTC Solar, Inc. 2021 Employee Stock Purchase Plan. 1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions. It is the intention of the Compa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

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 001-40350 FTC SOLAR, INC. (Exact

FTC Solar, Inc. 2021 Stock Incentive Plan and form of agreement

EX-10.6 2 ftci-20210630ex106.htm EX-10.6 Exhibit 10.6 FTC SOLAR, INC. 2021 STOCK INCENTIVE PLAN Section 1. Purpose of Plan. The name of the Plan is the FTC Solar, Inc. 2021 Stock Incentive Plan (the “Plan”). The purposes of the Plan are to provide an additional incentive to selected officers, employees, non-employee directors, and consultants of the Company or its Affiliates (as hereinafter define

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, 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 28, 2021 FTC Solar, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40350 81-4816270 (State or Other Jurisdiction of Incorporation) (Commission File Numb

FTC Solar Sells Stake in Dimension Energy for $22 Million

EX-99.1 2 ftci-20210628ex991.htm EX-99.1 Exhibit 99.1 FTC Solar Sells Stake in Dimension Energy for $22 Million AUSTIN, Texas — June 28, 2021 – FTC Solar, Inc. (Nasdaq: FTCI), a fast-growing global provider of solar tracker systems, software and engineering services, today announced that it has received a net payout of approximately $22 million in connection with the sale of its minority investmen

FTC Solar Announces First Quarter 2021 Financial Results First Quarter Highlights and Recent Developments

EX-99.1 2 ftci-20210331ex991.htm EX-99.1 Exhibit 99.1 FTC Solar Announces First Quarter 2021 Financial Results First Quarter Highlights and Recent Developments • GAAP Revenue of $65.7 million, increased 103 % compared with same quarter in 2020; • Secured first sales of our new SunPath performance enhancement software product; • Awarded two international projects in Australia; • Added over $280 mil

Certificate of Correction of Amended and Restated Certificate of Incorporation (Filed as Exhibit 3.3 to the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 8, 2021 and incorporated herein by reference)

EX-3.3 2 ftci-20210331ex33.htm EX-3.3 Exhibit 3.3 CERTIFICATE OF CORRECTION OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FTC SOLAR, INC. FTC Solar, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY: 1. The name of the Corporation is FTC Solar, Inc. 2. The Amended and Restated Ce

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 31, 2021 FTC Solar, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40350 81-4816270 (State or Other Jurisdiction of Incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

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 001-40350 FTC SOLAR, INC. (Exac

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 24, 2021 FTC Solar, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40350 81-4816270 (State or other jurisdiction of incorporation) (Commission File Numbe

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 17, 2021 FTC Solar, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40350 81-4816270 (State or other jurisdiction of incorporation) (Commission File Numbe

FTC Solar Announces Date of First Quarter 2021 Earnings Release and Conference Call; Comments on Supply Chain Environment

EX-99.1 2 brhc10024849ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 FTC Solar Announces Date of First Quarter 2021 Earnings Release and Conference Call; Comments on Supply Chain Environment AUSTIN, Texas, May 17, 2021 – FTC Solar, Inc. (Nasdaq: FTCI), a global provider of solar tracker systems, technology, software and engineering services, today announced it will report its first quarter 2021 financial re

Amended and Restated Certificate of Incorporation of FTC Solar, Inc. (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 3, 2021 and incorporated herein by reference).

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION FTC SOLAR, INC. Pursuant to Sections 228, 242 and 245 of the Delaware General Corporation Law FTC Solar, Inc. (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware (the ?DGCL?), does hereby certify as follows: 1. The name of the Corporation is FTC Solar, Inc. The original ce

19,840,000 shares FTC Solar, Inc. Common Stock, par value $0.0001 per share UNDERWRITING AGREEMENT

Exhibit 1.1 19,840,000 shares FTC Solar, Inc. Common Stock, par value $0.0001 per share UNDERWRITING AGREEMENT April 27, 2021 Barclays Capital Inc., c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 BofA Securities, Inc. c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 Credit Suisse Securities (USA) LLC c/o Credit Suisse Securities (USA) LLC 11 Madison Avenue

Senior Secured Revolving Credit Facility, by and among FTC Solar, Inc., as borrower, the several financial institutions from time to time parties thereto, and Barclays Bank PLC, as an issuing lender, the swingline lender and as administrative agent (filed as Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 3, 2021 and incorporated herein by reference)

EX-10.2 6 nt10018987x16ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 SENIOR SECURED REVOLVING CREDIT FACILITY CREDIT AGREEMENT dated as of April 30, 2021, among FTC SOLAR, INC., as the Borrower, THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO, and BARCLAYS BANK PLC, as Administrative Agent, an Issuing Lender and Swingline Lender and BARCLAYS BANK PLC, as Lead Arranger and Bookrunner Table of Contents

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 nt10018987x168k.htm FORM 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): April 27, 2021 FTC Solar, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40350 81-4816270 (State or other jurisdiction of

Amended and Restated Bylaws of FTC Solar, Inc. (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 3, 2021 and incorporated herein by reference).

EX-3.2 4 nt10018987x16ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF FTC SOLAR, INC. A Delaware Corporation Effective April 28, 2021 TABLE OF CONTENTS Page Article I OFFICES 4 Section 1.1 Registered Office 4 Section 1.2 Other Offices 4 Article II MEETINGS OF STOCKHOLDERS 4 Section 2.1 Place of Meetings 4 Section 2.2 Annual Meetings 4 Section 2.3 Special Meetings 4 Section 2.4 Na

Employment Agreement by and between FTC Solar, Inc. and Patrick M. Cook (filed as Exhibit 10.4 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 3, 2021 and incorporated herein by reference).

EX-10.4 8 nt10018987x16ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 FTC SOLAR, INC. EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made and entered into as of April 26, 2021, by and between FTC Solar, Inc., a Delaware corporation (the “Company” and together with its Affiliates, the “Company Group”), and Patrick M. Cook (“Executive” and, together with the Company, the “Parties”). RECI

Employment Agreement by and between FTC Solar, Inc. and Anthony P. Etnyre (filed as Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 3, 2021 and incorporated herein by reference)

EX-10.3 7 nt10018987x16ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 FTC SOLAR, INC. EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made and entered into as of April 26, 2021, by and between FTC Solar, Inc., a Delaware corporation (the “Company” and together with its Affiliates, the “Company Group”), and Anthony P. Etnyre (“Executive” and, together with the Company, the “Parties”). RE

Employment Agreement by and between FTC Solar, Inc. and Jay B. Grover (filed as Exhibit 10.5 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 3, 2021 and incorporated herein by reference).

EX-10.5 9 nt10018987x16ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 FTC SOLAR, INC. EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made and entered into as of April 26, 2021, by and between FTC Solar, Inc., a Delaware corporation (the “Company” and together with its Affiliates, the “Company Group”), and Jay Grover (“Executive” and, together with the Company, the “Parties”). RECITALS

Registration Rights Agreement, dated April 29, 2021, by and among FTC Solar, Inc. and certain holders of its capital stock (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 3, 2021 and incorporated herein by reference)

Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT by and among FTC SOLAR, INC. and THE HOLDERS LISTED ON SCHEDULE I HERETO Dated as of April 29, 2021 TABLE OF CONTENTS Page 1. Definitions and Interpretation 2 2. Demand Registration 8 3. Shelf Registration 10 4. Lock-up Agreements 13 5. Other Registration Rights 15 6. Registration Procedures 15 7. Indemnification by the Company 19 8. Indemnification by Pa

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As filed with the Securities and Exchange Commission on April 30, 2021 Registration No.

19,840,000 Shares

TABLE OF CONTENTS Filed pursuant to Rule 424(b)(4) Registration No. 333-254797 PROSPECTUS ? ? ? 19,840,000 Shares ? FTC Solar, Inc. Common Stock This is the initial public offering of shares of common stock of FTC Solar, Inc. We are offering 19,840,000 shares of our common stock. We intend to use a portion of the net proceeds from this offering to purchase an aggregate of 4,455,384 shares of our c

- S-1MEF

Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FTC SOLAR, INC. (Exact name of registrant as specified in its charter) Delaware 3674 81-4816270 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identifi

Skadden, Arps, Slate, Meagher & Flom llp ONE MANHATTAN WEST NEW YORK, NY 10001 TEL: (212) 735-3000 FAX: (212) 735-2000

CORRESP 1 filename1.htm Skadden, Arps, Slate, Meagher & Flom llp ONE MANHATTAN WEST NEW YORK, NY 10001 TEL: (212) 735-3000 FAX: (212) 735-2000 www.skadden.com April 27, 2021 BY EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549-3561 Attn: Sherry Haywood Asia Timmons-Pierce Heather Clark Martin James Re: FTC Solar, Inc. Amendment No. 1 t

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TABLE OF CONTENTS As filed with the Securities and Exchange Commission on April 27, 2021 Registration No.

FTC Solar, Inc. 9020 N Capital of Texas Hwy, Suite I-260 Austin, Texas 78759 April 23, 2021

FTC Solar, Inc. 9020 N Capital of Texas Hwy, Suite I-260 Austin, Texas 78759 April 23, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.C. 20549-3561 Attn: Sherry Haywood Asia Timmons-Pierce Heather Clark Martin James Re: FTC Solar, Inc. Registration Statement on Form S-1 (File No. 333-254797) Request for Acceleration of Effective Date