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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


☐	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: 001-40710

Tigo Energy, Inc.

(Exact Name of Registrant as Specified in its Charter)


Delaware	83-3583873
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
983 University Avenue, Suite B, Los Gatos, California	95032
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (408) 402-0802

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


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	TYGO	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 31, 2025, the registrant had 70,352,248 shares of common stock, $0.0001 par value per share, outstanding.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains statements that are “forward-looking looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements regarding the financial position, business strategy and the plans and objectives of management for future operations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Quarterly Report on Form 10-Q, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. When the Company discusses its strategies or plans, the Company is making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, the Company’s management.

Forward-looking statements in this Quarterly Report on Form 10-Q may include, for example, statements about:

•

the Company’s ability to meet future liquidity requirements, including our ability to continue as a going concern, which will likely require us to explore refinancing our existing debt and/or raise additional capital in the future;

•

the projected financial information and market opportunities of the Company;

•

the Company’s ability to meet the continued listing requirements of Nasdaq;

•

the Company’s ability to develop and sell its product offerings and services;

•

the Company’s ability to manage risks associated with seasonal trends and the cyclical nature of the solar industry;

•

the potential liquidity and trading of the Company’s securities;

•

the Company’s ability to acquire and protect intellectual property;

•

the Company’s ability to manage risks associated with the Company’s dependence on a small number of outside contract manufacturers, primarily in China, Thailand and Vietnam;

•

the Company’s ability to continue working with leading solar manufacturers;

•

the Company’s ability to respond to fluctuations in foreign currency exchange rates, trade tariffs or other trade barriers, and political unrest and regulatory changes in the markets into which the Company expands or otherwise operates in;

•

the Company’s ability to enhance future operating and financial results;

•

the Company’s ability to forecast demand accurately and monetize its inventory on-hand;

•

the Company’s ability to retain or recruit, or changes required in, its officers, key employees or directors;

•

the Company’s ability to implement and maintain effective internal controls; and

•

factors relating to the Company’s business, operations and financial performance, including:

the Company’s ability to comply with laws and regulations applicable to its business;

market conditions and global and economic factors beyond the Company’s control;

the Company’s ability to compete in the highly competitive and evolving solar industry;

the Company’s ability to continue to develop new products and innovations to meet constantly evolving customer demands;

the Company’s ability to enter into, successfully maintain and manage relationships with partners and distributors; and

the Company’s ability to acquire or make investments in other businesses, patents, technologies, products or services to grow the business, and realize the anticipated benefits therefrom.

The Company cautions you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q. These forward-looking statements are only predictions based on the Company’s current expectations and projections about future events and are subject to a number of risks, uncertainties and assumptions, including those described in this Quarterly Report on Form 10-Q, in particular the risks described in Part II, Item 1A, “Risk Factors” of this Quarterly Report and in Part I, Item 1A, “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the

“SEC”) on March 20, 2025 (the “2024 Annual Report”) and the Company’s other filings with the SEC. It is not possible for the management of the Company to predict all risks, nor can the Company assess the impact of all factors on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements the Company may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Quarterly Report on Form 10-Q may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements in this Quarterly Report on Form 10-Q.

The forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date hereof. You should not rely upon forward-looking statements as predictions of future events. Although the Company believes that the expectations reflected in its forward-looking statements are reasonable, the Company cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. The Company does not undertake any obligation to update publicly any forward-looking statements for any reason after the date of this Quarterly Report on Form 10-Q to conform these statements to actual results or to changes in expectations, except as required by law. You should read this Quarterly Report on Form 10-Q and the documents that have been filed as exhibits hereto with the understanding that the actual future results, levels of activity, performance, events and circumstances of the Company may be materially different from what is expected.

TABLE OF CONTENTS


	PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets as of September 30, 2025, and December 31, 2024	1
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months ended September 30, 2025, and 2024	2
	Condensed Consolidated Statements of Stockholders’ Equity for the Three and Nine Months ended September 30, 2025, and 2024	3
	Condensed Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2025, and 2024	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	28
Item 4.	Controls and Procedures	29
	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 3.	Defaults Upon Senior Securities	33
Item 4.	Mine Safety Disclosures	33
Item 5.	Other Information	33
Item 6.	Exhibits	33
	Signatures	34

iii

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

TIGO ENERGY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

(Unaudited)


	September 30, 2025			December 31, 2024
ASSETS
Current assets
Cash and cash equivalents	$	24,468		$	11,746
Marketable securities, short-term		15,816			8,156
Accounts receivable, net of allowance for credit losses of $262 and $2,239 at September 30, 2025, and December 31, 2024, respectively		15,782			7,976
Inventory		28,536			21,997
Prepaid expenses and other current assets		3,154			3,533
Total current assets		87,756			53,408
Property and equipment, net		2,544			2,812
Operating right of use assets		2,537			1,576
Intangible assets, net		1,719			1,922
Other assets		1,074			984
Goodwill		12,209			12,209
Total assets	$	107,839		$	72,911
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	28,357		$	8,077
Accrued expenses and other current liabilities		6,901			7,361
Short-term debt, net of unamortized debt discount and issuance costs		47,217			—
Deferred revenue, current portion		1,015			525
Warranty liability, current portion		560			496
Operating lease liabilities, current portion		820			649
Total current liabilities		84,870			17,108
Warranty liability, net of current portion		7,774			5,302
Deferred revenue, net of current portion		882			644
Long-term debt, net of unamortized debt discount and issuance costs		—			40,511
Operating lease liabilities, net of current portion		2,007			961
Other long-term liabilities		251			—
Total liabilities		95,784			64,526
Commitments and Contingencies (Note 8)
Stockholders’ equity
Common stock, $0.0001 par value: 150,000,000 shares authorized; 69,484,663 and 60,800,130 shares issued and outstanding at September 30, 2025, and December 31, 2024, respectively		7			6
Additional paid-in capital		164,166			146,903
Accumulated deficit		(152,123	)		(138,526	)
Accumulated other comprehensive income		5			2
Total stockholders’ equity		12,055			8,385
Total liabilities and stockholders’ equity	$	107,839		$	72,911

See accompanying notes to condensed consolidated financial statements.

TIGO ENERGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except share and per share data)

(Unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Net revenue	$	30,613		$	14,237		$	73,507		$	36,740
Cost of revenue		17,552			12,463			42,510			28,333
Gross profit		13,061			1,774			30,997			8,407
Operating expenses:
Research and development		2,501			2,433			6,932			7,608
Sales and marketing		4,515			4,378			12,843			13,036
General and administrative		5,396			5,380			16,054			15,671
Total operating expenses		12,412			12,191			35,829			36,315
Income (loss) from operations		649			(10,417	)		(4,832	)		(27,908	)
Other expenses (income), net:
Change in fair value of contingent shares liability		—			3			—			(152	)
Interest expense		2,861			2,861			8,600			8,549
Other income, net		(276	)		(164	)		(519	)		(377	)
Total other expenses, net		2,585			2,700			8,081			8,020
Loss before income tax expense		(1,936	)		(13,117	)		(12,913	)		(35,928	)
Income tax expense		230			—			684			16
Net loss	$	(2,166	)	$	(13,117	)	$	(13,597	)	$	(35,944	)

Other comprehensive loss:
Unrealized gain resulting from change in fair value of marketable securities	$	8		$	26		$	3		$	62
Total comprehensive loss	$	(2,158	)	$	(13,091	)	$	(13,594	)	$	(35,882	)

Loss per common share
Basic	$	(0.03	)	$	(0.22	)	$	(0.22	)	$	(0.60	)
Diluted	$	(0.03	)	$	(0.22	)	$	(0.22	)	$	(0.60	)
Weighted-average common shares outstanding
Basic		65,683,332			60,608,934			63,226,401			60,130,249
Diluted		65,683,332			60,608,934			63,226,401			60,130,249

See accompanying notes to condensed consolidated financial statements.

TIGO ENERGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands, except share data)

(Unaudited)


	Stockholders’ equity
	Common stock
	Shares			Amount		Additional paid-in capital			Accumulated deficit			Accumulated other comprehensive gain (loss)			Total stockholders’ equity
Balance at December 31, 2024		60,800,130		$	6	$	146,903		$	(138,526	)	$	2		$	8,385
Issuance of common stock upon exercise of stock options		2,334			—		2			—			—			2
Stock-based compensation expense		—			—		1,576			—			—			1,576
Issuance of common stock in connection with employee incentive restricted stock awards		127,500			—		—			—			—			—
Issuance of common stock in connection with at-the-market offering, net of offering costs		984,966			—		815			—			—			815
Shares withheld for taxes upon restricted stock awards vesting		(411	)		—		—			—			—			—
Unrealized loss resulting from change in fair value of marketable securities		—			—		—			—			(2	)		(2	)
Net loss		—			—		—			(7,001	)		—			(7,001	)
Balance at March 31, 2025		61,914,519		$	6	$	149,296		$	(145,527	)	$	—		$	3,775
Issuance of common stock upon exercise of stock options		160,019			—		95			—			—			95
Stock-based compensation expense		—			—		2,300			—			—			2,300
Issuance of common stock in connection with employee incentive restricted stock awards		554,938			—		—			—			—			—
Issuance of common stock in connection with at-the-market offering, net of offering costs		2,243			—		(42	)		—			—			(42	)
Shares withheld for taxes upon restricted stock awards vesting		(2,929	)		—		(3	)		—			—			(3	)
Unrealized loss resulting from change in fair value of marketable securities		—			—		—			—			(3	)		(3	)
Net loss		—			—		—			(4,430	)		—			(4,430	)
Balance at June 30, 2025		62,628,790		$	6	$	151,646		$	(149,957	)	$	(3	)	$	1,692
Issuance of common stock upon exercise of stock options		130,454			—		24			—			—			24
Stock-based compensation expense		—			—		1,906			—			—			1,906
Issuance of common stock in connection with employee incentive restricted stock awards		494,627			—		1			—			—			1
Issuance of common stock in connection with at-the-market offering, net of offering costs		6,485,219			1		10,591			—			—			10,592
Shares withheld for taxes upon restricted stock awards vesting		(211,350	)		—		(2	)		—			—			(2	)
Shares withheld for taxes upon options exercised		(43,077	)		—		—			—			—			—
Unrealized gain resulting from change in fair value of marketable securities		—			—		—			—			8			8
Net loss		—			—		—			(2,166	)		—			(2,166	)
Balance at September 30, 2025		69,484,663		$	7	$	164,166		$	(152,123	)	$	5		$	12,055

See accompanying notes to condensed consolidated financial statements.

TIGO ENERGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands, except share data)

(Unaudited)


	Stockholders’ equity
	Common stock
	Shares			Amount		Additional paid-in capital			Accumulated deficit			Accumulated other comprehensive (loss) gain			Total stockholders’ equity
Balance at December 31, 2023		58,751,666		$	6	$	138,657		$	(75,780	)	$	(59	)	$	62,824
Issuance of common stock upon exercise of stock options		755,016			—		250			—			—			250
Stock-based compensation expense		—			—		2,505			—			—			2,505
Issuance of common stock in connection with the acquisition of fSight		166,271			—		239			—			—			239
Issuance of common stock in connection with employee incentive restricted stock awards		685,213			—		—			—			—			—
Unrealized gain resulting from change in fair value of marketable securities		—			—		—			—			12			12
Net loss		—			—		—			(11,506	)		—			(11,506	)
Balance at March 31, 2024		60,358,166		$	6	$	141,651		$	(87,286	)	$	(47	)	$	54,324
Issuance of common stock upon exercise of stock options		13,821			—		10			—			—			10
Stock-based compensation expense		—			—		1,703			—			—			1,703
Unrealized gain resulting from change in fair value of marketable securities		—			—		—			—			24			24
Net loss		—			—		—			(11,321	)		—			(11,321	)
Balance at June 30, 2024		60,371,987		$	6	$	143,364		$	(98,607	)	$	(23	)	$	44,740
Issuance of common stock upon exercise of stock options		20,062			—		12			—			—			12
Stock-based compensation expense		—			—		1,786			—			—			1,786
Issuance of common stock in connection with the acquisition of fSight		86,017			—		136			—			—			136
Issuance of common stock in connection with employee incentive restricted stock awards		362,458			—		—			—			—			—
Shares withheld for taxes upon restricted stock awards vesting		(97,463	)		—		(114	)		—			—			(114	)
Unrealized gain resulting from change in fair value of marketable securities		—			—		—			—			26			26
Net loss		—			—		—			(13,117	)		—			(13,117	)
Balance at September 30, 2024		60,743,061		$	6	$	145,184		$	(111,724	)	$	3		$	33,469

See accompanying notes to condensed consolidated financial statements.

TIGO ENERGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Nine Months Ended September 30,
	2025			2024
Cash flows from operating activities:
Net loss	$	(13,597	)	$	(35,944	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		943			917
Provision to write down inventories to net realizable value		864			3,879
Change in fair value of contingent shares liability		—			(152	)
Non-cash interest expense		6,706			6,705
Stock-based compensation		5,782			5,994
Change in allowance for credit losses		(110	)		(1,616	)
Non-cash lease expense		707			820
Accretion of interest on marketable securities		(420	)		(260	)
Loss on disposal of property and equipment		12			—
Changes in operating assets and liabilities:
Accounts receivable		(7,696	)		(350	)
Inventory		(7,403	)		10,733
Prepaid expenses and other assets		289			1,598
Accounts payable		19,993			(3,387	)
Accrued expenses and other liabilities		(460	)		(2,011	)
Deferred revenue		728			429
Warranty liability		2,536			75
Operating lease liabilities		(451	)		(837	)
Other long-term liabilities		251			—
Net cash provided by (used in) operating activities	$	8,674		$	(13,407	)
Cash flows from investing activities:
Purchase of marketable securities		(28,862	)		(6,756	)
Purchase of property and equipment		(197	)		(757	)
Sales and maturities of marketable securities		21,625			25,818
Net cash (used in) provided by investing activities	$	(7,434	)	$	18,305
Cash flows from financing activities:
Proceeds from exercise of stock options		121			272
Proceeds from at-the-market offering		11,365			—
Payment of tax withholdings on restricted stock awards and options		(4	)		(114	)
Net cash provided by financing activities	$	11,482		$	158
Net increase in cash and cash equivalents		12,722			5,056
Cash and cash equivalents at beginning of period		11,746			4,405
Cash and cash equivalents at end of period	$	24,468		$	9,461


	Nine Months Ended September 30,
(in thousands)	2025		2024
Supplemental disclosure of cash flow information:
Cash paid for interest	$	2,518	$	2,500
Cash paid for income taxes	$	169	$	547
Supplemental schedule of non-cash investing and financing activities:
Operating lease right of use assets obtained in exchange for operating lease liabilities	$	1,668	$	159
Property and equipment in accounts payable	$	287	$	39
Non-cash consideration paid for fSight acquisition	$	—	$	375
Unrealized gain resulting from change in fair value of marketable securities	$	3	$	62

See accompanying notes to condensed consolidated financial statements.

TIGO ENERGY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Nature of Operations

Tigo Energy, Inc. (f/k/a Roth CH Acquisition IV Co.) and subsidiaries (together, the “Company”) consists of Tigo Energy, Inc. (“Tigo”), its wholly-owned direct and indirect subsidiaries: Tigo Energy MergeCo, Inc. (f/k/a Tigo Energy, Inc.) (“Legacy Tigo”), Tigo Energy Brasil Ltda., Tigo Energy Philippines Inc., Tigo Energy Israel Ltd., Tigo Energy AI Ltd. (f/k/a Foresight Energy, Ltd. (“fSight”)), Tigo Energy Italy SRL, Tigo Energy Equipment Trading (Suzhou) Co., Ltd. and Tigo Energy Australia Pty Ltd. Prior to the consummation of the Business Combination (as defined below), the operations of the Company were conducted through Legacy Tigo. Legacy Tigo was incorporated in Delaware in 2007 and commenced operations in 2010.

The Company provides solar and energy storage solutions, including module level power electronics (“MLPE”) designed to maximize the energy output of individual solar modules, delivering more energy, active management, and enhanced safety for utility, commercial, and residential solar arrays. By combining its MLPE and solar optimizer technology with intelligent, cloud-based software capabilities, the Company enables advanced energy monitoring, system diagnostics, and real-time control. These smart hardware and software solutions enhance system performance, lower operating costs, and ensure compliance with safety regulations, including rapid shutdown requirements. In addition to MLPE, the Company develops and manufactures inverters and battery storage systems for the residential solar-plus storage market, further expanding its suite of solutions for efficient and reliable energy management. The Company is headquartered in Los Gatos, California, with offices in Europe, Asia, and the Middle East.

Entry into a Material Definitive Agreement

On December 5, 2022, Roth CH Acquisition IV Co., a Delaware corporation (“ROCG”), Roth IV Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of ROCG (“Merger Sub”), and Legacy Tigo, entered into an Agreement and Plan of Merger, as amended on April 6, 2023 (the “Merger Agreement”), pursuant to which, among other transactions, on May 23, 2023 (the “Closing Date”), Merger Sub merged with and into Legacy Tigo (the “Merger”), with Legacy Tigo surviving the Merger as a wholly-owned subsidiary of ROCG (the Merger, together with the other transactions described in the Merger Agreement, the “Business Combination”). In connection with the closing of the Business Combination, ROCG changed its name to “Tigo Energy, Inc.”

Pursuant to the Business Combination, the merger between ROCG and Legacy Tigo was accounted for as a reverse recapitalization in accordance with U.S. GAAP (the “Reverse Recapitalization”). Under this method of accounting, ROCG was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Legacy Tigo issuing stock for the net assets of ROCG, accompanied by a recapitalization. The financial statements of the Company represent a continuation of the financial statements of Legacy Tigo.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) promulgated by the Financial Accounting Standards Board (“FASB”). The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

The Company has determined the functional currency of the subsidiaries to be the U.S. dollar. The Company remeasures monetary assets and liabilities of its foreign operations at exchange rates in effect at the balance sheet date and nonmonetary assets and liabilities at their historical exchange rates. Expenses are remeasured at the weighted-average exchange rates during the relevant reporting period. These remeasurement gains and losses are recorded in other income, net in the condensed consolidated statements of operations and comprehensive loss and were not material for the three and nine months ended September 30, 2025, and 2024.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the unaudited condensed consolidated financial statements) considered necessary to present fairly Tigo’s condensed consolidated balance sheet as of September 30, 2025 and its condensed consolidated statements of operations and comprehensive loss, cash flows, and stockholders’ equity for the three and nine months ended September 30, 2025, and 2024. Operating results for the three and nine months ended September 30, 2025, are not necessarily indicative of the results that may be expected for the full year ending December 31, 2025. The unaudited condensed consolidated financial statements, presented herein, do not contain all of the required disclosures under GAAP for annual consolidated

Tigo Energy, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

financial statements. The condensed consolidated balance sheet as of December 31, 2024, has been derived from the audited consolidated balance sheet as of that date. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on March 20, 2025.

Summary of Significant Accounting Policies

The Company’s significant accounting policies are described in Note 2 to its audited consolidated financial statements for the year ended December 31, 2024, which are included in the Company’s Annual Report on Form 10-K filed with the SEC on March 20, 2025.

Liquidity and Going Concern

In accordance with ASU No. 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“Subtopic 205-40”), the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued.

As of September 30, 2025, the Company had cash and cash equivalents of $24.5 million and net working capital, which we define as current assets less current liabilities, of $2.9 million. The Convertible Promissory Note (as defined in Note 7, “Debt,” below), has an aggregate principal amount outstanding of $50.0 million as of September 30, 2025, and a maturity date of January 9, 2026. As of the date of this filing, the Company does not have sufficient cash, cash equivalents and marketable securities to repay this obligation. Management determined as a result of this evaluation, the Company’s current cash, net working capital position, and the upcoming maturity date of its Convertible Promissory Note, raises substantial doubt about the Company’s ability to continue as a going concern.

The Company is exploring options for the refinancing of, or other transactions to facilitate the payment of, the Convertible Promissory Note. The Company’s ability to raise capital may be constrained by the price of and demand for the Company’s common stock. Additional capital may not be available on favorable terms or at all, and could further dilute our current stockholders. Management cannot conclude as of the date of this filing that its plans are probable of being successfully implemented. There can be no assurance that the Company will be able to raise sufficient additional capital or obtain financing that will provide it with sufficient liquidity to satisfy its Convertible Promissory Note obligation in January 2026.

The condensed consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. Accordingly, the accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Emerging Growth Company Status

The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (JOBS Act). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

Tigo Energy, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Use of Estimates

The preparation of the condensed consolidated financial statements, in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Key estimates in the condensed consolidated financial statements include revenue recognition, fair value of investments, allowance for credit allowances, inventory valuation, impairment of long-lived assets, fair value of acquired intangible assets and goodwill, useful lives of acquired intangible assets and property and equipment, product warranty liabilities, incremental borrowing rate for right of use assets and lease liability, valuation allowance on deferred tax assets, assessment of probability of vesting of performance-based equity awards and stock-based compensation, including the underlying fair value of the common stock. These estimates are based on information available as of the date of the financial statements; therefore, actual results could differ materially from those estimates due to risks and uncertainties.

Segment Information

Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s CODM is the Chief Executive Officer (the “CEO”). The Company has one business activity — the design, development and sale of solar energy optimization solutions. There are no segment managers who are held accountable for operations, operating results or plans for levels or components below the consolidated unit level. Accordingly, management has determined that the Company has a single operating and reportable segment. The CODM assesses performance for the Company, monitors budget versus actual results and determines how to allocate resources based on consolidated net loss as reported in the condensed consolidated statements of operations and comprehensive loss. There are no other significant expense categories regularly provided to the CODM that are not already included in the primary financial statements herein.

Customer Concentration

For the nine months ended September 30, 2025, one customer represented approximately 10.2% of total revenue. No other customer accounted for 10% or more of total revenue.

Recently issued accounting pronouncements not yet adopted

In December 2023, the FASB issued ASU No. 2023-09, “Improvements to Income Tax Disclosures” (“Topic 740”). This ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024, although retrospective application is permitted. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. The Company plans to adopt this ASU on the effective date and does not expect it to have a material impact on the Company’s financial statements.

In November 2024, the FASB issued ASU 2024-03, “Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (“Subtopic 220-40”): Disaggregation of Income (Loss) Statement Expenses” (“ASU 2024-03”). ASU 2024-03 requires disaggregation of certain costs and expenses included in each relevant expense caption on the Company’s condensed consolidated statements of operations and comprehensive loss in a separate note to the financial statements at each interim and annual reporting period, including amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization. ASU 2024-04 is effective fiscal years beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.

In July 2025, the FASB issued ASU No. 2025-05 — Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which added a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset when estimating expected credit losses for current accounts receivable and current contract assets. The guidance is effective for annual periods beginning after December 15, 2025. The Company plans to adopt this ASU on the effective date and does not expect it to have a material impact on the Company’s financial statements.

In September 2025, the FASB issued ASU No. 2025-06—Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which removed the language around project stages that was used to assess when costs could be capitalized for an internal-use software. The update also requires internal-use software to be disclosed under the ASC 360 Property, Plant, and Equipment guidance. The guidance is effective for annual periods beginning after

Tigo Energy, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

December 15, 2027. The Company is currently assessing the impact of this ASU on the Company’s accounting policies and the financial statements.

Net Loss Per Share

Basic net loss per share of common stock is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during each period, without consideration for potential dilutive shares of common stock. Diluted net loss per share of common stock is computed by dividing the net loss by the weighted-average number of common share equivalents outstanding for the period determined using the treasury-stock method and if-converted method, as applicable. In periods in which the Company reports a net loss, diluted net loss per share will be the same as basic net loss per share since dilutive shares are not assumed to have been issued if their effect is antidilutive. As a result, for the periods in which the Company experienced a net loss, the weighted-average shares used to calculate both basic and diluted net loss per share are the same.

The following table sets forth the computation of basic and diluted net loss per share to common stockholders:


	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands, except share and per share data)	2025			2024			2025			2024
Numerator:
Net loss	$	(2,166	)	$	(13,117	)	$	(13,597	)	$	(35,944	)

Denominator:
Weighted-average shares of common stock outstanding – basic and diluted		65,683,332			60,608,934			63,226,401			60,130,249

Net loss per share of common stock – basic	$	(0.03	)	$	(0.22	)	$	(0.22	)	$	(0.60	)
Net loss per share of common stock – diluted	$	(0.03	)	$	(0.22	)	$	(0.22	)	$	(0.60	)

The Company excluded the effect of the below elements from our calculation of diluted loss per share, as their inclusion would have been anti-dilutive. These amounts represent the number of instruments outstanding at the end of the period.


	As of September 30,
	2025		2024
Outstanding stock options, performance stock units and restricted stock units		4,970,163		5,329,471
Convertible promissory note		5,305,861		5,305,861
		10,276,024		10,635,332

Tigo Energy, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Fair Value of Financial Instruments

Fair Value Measurements

The Company measures its financial assets and liabilities at fair value on a recurring basis using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Authoritative guidance establishes three levels of the fair value hierarchy as follows:


Level 1:	Quoted market prices in active markets for identical assets or liabilities;
Level 2:	Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and
Level 3:	Fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The following fair value hierarchy table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis:


	Fair value measurement at reporting date using
(in thousands)	(Level 1)		(Level 2)		(Level 3)
September 30, 2025
Assets:
Cash equivalents:
Money market accounts	$	3,252	$	—	$	—
U.S. agency securities	$	—	$	997	$	—
Marketable securities:
U.S. agency securities	$	—	$	15,816	$	—
December 31, 2024
Assets:
Cash equivalents:
Money market accounts	$	6,839	$	—	$	—
U.S. agency securities	$	—	$	499	$	—
Marketable securities:
Corporate bonds	$	—	$	2,018	$	—
U.S. agency securities	$	—	$	6,138	$	—

During the three and nine months ended September 30, 2025, there were no transfers between Level 1, Level 2 and Level 3.

The following is a summary of the changes in fair value of the Company’s marketable securities as of September 30, 2025, and December 31, 2024, respectively:


	As of September 30, 2025
(in thousands)	Amortized cost		Unrealized gain		Unrealized loss			Fair value
Available-for-sale marketable securities:
Current assets
U.S. agency securities	$	15,811	$	6	$	(1	)	$	15,816
Total available-for-sale marketable securities	$	15,811	$	6	$	(1	)	$	15,816


	As of December 31, 2024
(in thousands)	Amortized cost		Unrealized gain		Unrealized loss			Fair value
Available-for-sale marketable securities:
Current assets
Corporate bonds	$	2,019	$	—	$	(1	)	$	2,018
U.S. agency securities		6,135		3		—			6,138
Total available-for-sale marketable securities	$	8,154	$	3	$	(1	)	$	8,156

Tigo Energy, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

As of September 30, 2025, all available-for-sale marketable securities consisted of investments that mature within one year.

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, marketable securities, accounts receivable, accounts payable, and customer deposits approximate fair value due to their short-term nature. As of September 30, 2025, the fair value and carrying value of the Company’s Convertible Promissory Note (Note 7) was $48.2 million and $47.2 million, respectively. The estimated fair value for the Company’s Convertible Promissory Note was based on discounted expected future cash flows using prevailing interest rates which are Level 3 inputs under the fair value hierarchy.

Revenue Recognition

Geographic Net Revenue

The Company sells its products in the Americas (North and South America), EMEA (Europe, Middle East, and Africa), and APAC (Asia-Pacific) regions.

The following table summarizes net revenue by major geographic region:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
EMEA(1)	$	21,569	$	8,639	$	51,380	$	21,426
Americas(2)		7,961		2,940		17,275		8,512
APAC		1,083		2,658		4,852		6,802
Total net revenue	$	30,613	$	14,237	$	73,507	$	36,740

(1)

Our net revenues generated from the Czech Republic, Germany, Italy and the United Kingdom represented 18.9%, 15.5%, 13.1% and 12.7% of our total net revenue for the three months ended September 30, 2025, respectively. Our net revenues generated from Germany, the Czech Republic, the United Kingdom, and Italy represented 17.7%, 17.3%, 12.1%, and 11.8% of our total net revenue for the nine months ended September 30, 2025, respectively.

(2)

Our net revenues generated from the United States represented 23.0% and 20.9% of our total net revenue for the three and nine months ended September 30, 2025, respectively.

Deferred Revenue

Deferred revenue or contract liabilities consists of payments received from customers in advance of revenue recognition for the Company’s products and service. The current portion of deferred revenue represents the unearned revenue that will be earned within 12 months of the balance sheet date. Correspondingly, noncurrent deferred revenue represents the unearned revenue that will be earned after 12 months from the balance sheet date.

The following table summarizes the changes in deferred revenue:


	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)	2025			2024			2025			2024
Balance at the beginning of the period	$	1,622		$	979		$	1,169		$	801
Deferral of revenue		4,240			1,732			13,149			6,347
Recognition of unearned revenue		(3,965	)		(1,481	)		(12,421	)		(5,918	)
Balance at the end of the period	$	1,897		$	1,230		$	1,897		$	1,230

As of September 30, 2025, the Company expects to recognize $1.9 million from remaining performance obligations over a weighted average term of 3.3 years. The Company recognized approximately $0.4 million and $1.0 million in revenue that was included in the beginning contract liabilities balance during the three and nine months ended September 30, 2025, respectively. The Company recognized approximately $0.1 million and $0.6 million in revenue that was included in the beginning contract liabilities balance during the three and nine months ended September 30, 2024, respectively.

Product Warranty

The Company estimates the cost of its warranty obligations based on several key estimates: the warranty period (which vary from 5 to 25 years depending on the product), its historical experience of known product failure rates, use of materials to repair or replace defective products and parts, and service delivery costs incurred in correcting product failures. In addition, from time to time, specific

Tigo Energy, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

warranty accruals may be made if unforeseen technical problems arise. Should the actual experience relative to these factors differ from the estimates, the Company may be required to record additional warranty reserves. Product warranty costs are recorded as expense to cost of revenue based on customer history, historical information and current trends.

The following table summarizes the changes in product warranty liability:


	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)	2025			2024			2025			2024
Balance at the beginning of the period	$	8,127		$	5,777		$	5,798		$	5,632
Provision for warranty issued during period		971			264			2,320			952
Changes in estimate		(596	)		(233	)		644			(607	)
Settlements		(168	)		(101	)		(428	)		(270	)
Balance at the end of the period	$	8,334		$	5,707		$	8,334		$	5,707

Supplementary Balance Sheet and Geographic Information

Selected financial data as of the dates presented below is as follows (in thousands, except useful life data):


Inventory, net	September 30, 2025		December 31, 2024
Raw materials	$	487	$	662
Finished goods		28,049		21,335
Inventory	$	28,536	$	21,997

The inventory reserve was $15.2 million and $24.1 million as of September 30, 2025, and December 31, 2024, respectively.


Property and equipment, net	Estimated Useful Life	September 30, 2025		December 31, 2024
Machinery and equipment	7 - 25 years	$	6,422	$	6,051
Vehicles	5 years		31		31
Computer software	5 years		212		212
Computer equipment	5 years		649		602
Furniture and fixtures	5 years		220		216
Leasehold improvements	3 - 6 years		355		465
			7,889		7,577
Less: Accumulated depreciation			5,345		4,765
Property and equipment, net		$	2,544	$	2,812

For the three and nine months ended September 30, 2025, the Company recorded depreciation expense of $0.2 million and $0.7 million, respectively. For the three and nine months ended September 30, 2024, the Company recorded depreciation expense of $0.2 million and $0.7 million, respectively. Depreciation expense is recorded in the condensed consolidated statements of operations and comprehensive loss.


Accrued expenses and other current liabilities	September 30, 2025		December 31, 2024
Accrued vacation	$	1,075	$	924
Accrued compensation		2,895		1,119
Accrued interest		562		1,187
Accrued professional fees		364		894
Accrued warehouse and freight		465		917
Accrued other(1)		1,486		1,773
Other current liabilities		54		547
Accrued expenses and other current liabilities	$	6,901

TIGO ENERGY, INC. 10-Q