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

~~May~~June 1420, 2025

Date of Report (Date of earliest event reported)

FIRST SOLAR, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-33156

20-4623678

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

350 West Washington Street, Suite 600

Tempe, Arizona 85288

(Address of principal executive offices, including zip code)

(602) 414-9300

(Registrant’s telephone number, including area code)

Not applicable

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

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

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

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

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

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

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

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common stock, $0.001 par value

FSLR

The NASDAQ Stock Market LLC

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

Emerging growth company ☐

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

Item 58.0701. ~~Submission~~Other ~~of Matters to a Vote of Security Holders~~Events

~~First~~On ~~Solar~~June 20, ~~Inc. (“First Solar”) held its~~ 2025 ~~annual meeting of stockholders~~ (the “~~Annual~~Effective ~~Meeting~~Date”) ~~on May 14~~, ~~2025.~~ ~~A description of each matter voted upon at the Annual Meeting is described in detail in~~ First Solar~~’s definitive proxy statement filed with the Securities and Exchange Commission on April 4~~, ~~2025~~Inc. ~~The~~(the ~~number~~“Company”) ofentered ~~votes~~into ~~cast~~a ~~for~~Tax ~~and~~Credit ~~against~~Transfer ~~and~~Agreement (the ~~number~~“Agreement”) ~~of abstentions and broker non-votes~~ with ~~respect~~a toleading ~~each~~financial ~~matter~~institution ~~voted~~(the ~~upon are set forth below~~“Purchaser”).

~~Proposal~~Pursuant Noto the Agreement, the Company agreed to sell to the Purchaser $311,858,186.10 1:of ~~Stockholders~~advanced ~~elected~~manufacturing ~~each~~production tax credits (“Tax Credits”) generated by the production of certain module components in the ~~following~~United ~~nine~~States ~~nominees~~and asthe ~~members~~sale of such components to third parties during the ~~board~~first part of ~~directors~~2025 (the “Eligible Transaction”) pursuant to ~~hold~~Section ~~office~~45X ~~until~~of the ~~next~~Internal ~~annual~~Revenue ~~meeting~~Code of ~~stockholders~~1986, oras ~~until~~amended. ~~their~~Pursuant ~~respective~~to ~~successors~~the ~~have~~Agreement, ~~been~~the ~~elected~~purchase price for such Tax Credits was $296,265,276.80, payable in a single installment on the Effective Date. The Effective Date was subject to customary conditions precedent, including absence of default and ~~qualified~~the accuracy of representations and warranties of the Company. The Agreement contains customary covenants, indemnification, and termination provisions for comparable Tax Credit sale agreements.

Nominees	Votes Cast For	Votes Cast Against	Abstentions	Broker Non-Votes
Michael J. Ahearn	67,934,517	5,675,307	1,905,200	13,983,175
Anita Marangoly George	74,811,375	639,052	64,597	13,983,175
Lisa A. Kro	74,467,570	985,129	62,325	13,983,175
William J. Post	64,041,217	11,224,899	248,908	13,983,175
Venkata “Murthy” Renduchintala	73,088,708	2,359,298	67,018	13,983,175
Paul H. Stebbins	59,825,403	15,439,489	250,132	13,983,175
Michael Sweeney	63,491,884	11,777,808	245,332	13,983,175
Mark R. Widmar	71,716,185	3,735,473	63,366	13,983,175
Norman L. Wright	68,833,287	6,387,549	294,188	13,983,175

Proposal No. 2: Stockholders ratified the appointment of PricewaterhouseCoopers LLP as First Solar, Inc.’s independent registered public accounting firm for the year ending December 31, 2025.

Votes Cast For						Votes Cast Against						Abstentions						Broker Non-Votes
77,973,614						11,409,597						114,988						—

Proposal No. 3: Stockholders approved an advisory resolution on the compensation of our named executive officers.

Votes Cast For						Votes Cast Against						Abstentions						Broker Non-Votes
65,543,096						9,237,493						734,435						13,983,175

Proposal No. 4: Stockholders did not approve a stockholder proposal to adopt a special shareholder meeting improvement.

Votes Cast For						Votes Cast Against						Abstentions						Broker Non-Votes
11,666,491						62,592,198						1,256,335						13,983,175

SIGNATURE

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

	FIRST SOLAR, INC.
Date: May 16, 2025	By:	/s/ JASON DYMBORT
Date: June 24, 2025	By:	/s/ JASON DYMBORT
	Name:	Jason Dymbort
	Title:	General Counsel & Secretary

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