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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 March 31, 2026


☐	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 May 1, 2026, the registrant had 75,910,794 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 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 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, Vietnam and the United States;

•

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;

macroeconomic conditions in the markets in which we operate, as well as inflation, instability of financial institutions, rising interest rates and recessionary concerns;

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 expansion plans in residential markets in the U.S. and EMEA and its ability to continue to diversify its customer base;

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 19, 2026 (the “2025 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 March 31, 2026, and December 31, 2025	1
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months ended March 31, 2026, and 2025	2
	Condensed Consolidated Statements of Stockholders’ Equity for the Three Months ended March 31, 2026, and 2025	3
	Condensed Consolidated Statements of Cash Flows for the Three Months ended March 31, 2026, and 2025	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	26
Item 4.	Controls and Procedures	26
	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 3.	Defaults Upon Senior Securities	27
Item 4.	Mine Safety Disclosures	27
Item 5.	Other Information	27
Item 6.	Exhibits	27
	Signatures	29

iii

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

TIGO ENERGY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

(Unaudited)


	March 31, 2026			December 31, 2025
ASSETS
Current assets
Cash and cash equivalents	$	11,574		$	7,670
Accounts receivable, net of allowance for credit losses of $1,359 and $356 at March 31, 2026, and December 31, 2025, respectively		14,172			13,895
Inventory		24,811			31,286
Prepaid expenses and other current assets		4,562			5,148
Total current assets		55,119			57,999
Property and equipment, net		2,533			2,652
Operating lease right of use assets		2,160			2,338
Intangible assets, net		1,584			1,652
Other assets		1,247			1,187
Goodwill		12,209			12,209
Total assets	$	74,852		$	78,037
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	14,092		$	29,196
Accrued expenses and other current liabilities		6,282			7,129
Deferred revenue, current portion		504			961
Warranty liability, current portion		642			626
Operating lease liabilities, current portion		865			856
Total current liabilities		22,385			38,768
Warranty liability, net of current portion		8,937			8,718
Deferred revenue, net of current portion		840			860
Operating lease liabilities, net of current portion		1,613			1,817
Other long-term liabilities		231			251
Total liabilities		34,006			50,414
Commitments and Contingencies (Note 8)
Stockholders’ equity
Common stock, $0.0001 par value: 150,000,000 shares authorized; 75,859,828 and 70,424,566 shares issued and outstanding at March 31, 2026, and December 31, 2025, respectively		7			7
Additional paid-in capital		182,995			168,022
Accumulated deficit		(142,156	)		(140,406	)
Total stockholders’ equity		40,846			27,623
Total liabilities and stockholders’ equity	$	74,852		$	78,037

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 March 31,
	2026			2025
Net revenue	$	25,197		$	18,839
Cost of revenue		14,403			11,666
Gross profit		10,794			7,173
Operating expenses:
Research and development		2,644			2,164
Sales and marketing		4,480			3,916
General and administrative		6,080			5,070
Total operating expenses		13,204			11,150
Loss from operations		(2,410	)		(3,977	)
Other expenses (income), net:
Interest expense		1			2,871
Other income, net		(497	)		(143	)
Total other (income) expenses, net		(496	)		2,728
Loss before income tax		(1,914	)		(6,705	)
Income tax (benefit) expense		(164	)		296
Net loss	$	(1,750	)	$	(7,001	)

Other comprehensive loss:
Unrealized loss resulting from change in fair value of marketable securities	$	—		$	(2	)
Total comprehensive loss	$	(1,750	)	$	(7,003	)

Loss per common share
Basic	$	(0.02	)	$	(0.11	)
Diluted	$	(0.02	)	$	(0.11	)
Weighted-average common shares outstanding
Basic		72,578,839			61,657,718
Diluted		72,578,839			61,657,718

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			Total stockholders’ equity
Balance at December 31, 2025		70,424,566		$	7	$	168,022		$	(140,406	)	$	27,623
Issuance of common stock upon exercise of stock options		235,359			—		103			—			103
Stock-based compensation expense		—			—		1,608			—			1,608
Issuance of common stock in connection with employee incentive restricted stock awards		6,200			—		—			—			—
Issuance of common stock in connection with employee incentive performance stock awards		432,851			—		—			—			—
Issuance of common stock in connection with registered direct offering, net of issuance costs		5,000,000			—		14,042			—			14,042
Shares withheld for taxes upon restricted and performance stock awards vesting		(176,819	)		—		(750	)		—			(750	)
Shares withheld for taxes upon options exercised		(62,329	)		—		(30	)		—			(30	)
Net loss		—			—		—			(1,750	)		(1,750	)
Balance at March 31, 2026		75,859,828			7		182,995			(142,156	)		40,846

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

See accompanying notes to condensed consolidated financial statements.

TIGO ENERGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Three Months Ended March 31,
	2026			2025
Cash flows from operating activities:
Net loss	$	(1,750	)	$	(7,001	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		327			357
Provision to write down inventories to net realizable value		107			28
Non-cash interest expense		—			2,235
Stock-based compensation		1,608			1,576
Change in allowance for credit losses		956			(94	)
Non-cash lease expense		202			301
Accretion of interest on marketable securities		—			(91	)
Changes in operating assets and liabilities:
Accounts receivable		(1,233	)		(2,303	)
Inventory		6,368			3,063
Prepaid expenses and other assets		526			1,303
Accounts payable		(15,035	)		(116	)
Accrued expenses and other liabilities		(847	)		(1,486	)
Deferred revenue		(477	)		209
Warranty liability		235			1,526
Operating lease liabilities		(219	)		(329	)
Other long-term liabilities		(20	)		292
Net cash used in operating activities	$	(9,252	)	$	(530	)
Cash flows from investing activities:
Purchase of marketable securities		—			(7,957	)
Purchase of property and equipment		(209	)		—
Sales and maturities of marketable securities		—			4,425
Net cash used in investing activities	$	(209	)	$	(3,532	)
Cash flows from financing activities:
Proceeds from exercise of stock options		103			2
Proceeds from at-the-market offering		—			815
Proceeds from registered direct offering		14,250			—
Payment of offering costs related to registered direct offering		(208	)		—
Payment of tax withholdings on restricted and performance stock awards		(750	)		—
Payment of tax withholdings on options exercised		(30	)		—
Net cash provided by financing activities	$	13,365		$	817
Net increase (decrease) in cash		3,904			(3,245	)
Cash and cash equivalents at beginning of period		7,670			11,746
Cash and cash equivalents at end of period	$	11,574		$	8,501


	Three Months Ended March 31,
(in thousands)	2026		2025
Supplemental disclosure of cash flow information:
Cash paid for interest	$	—	$	1,261
Cash paid for income taxes, net
Foreign:
Italy	$	20	$	—
Israel	$	36	$	—
Cash paid for income taxes, net	$	56	$	18
Supplemental schedule of non-cash investing and financing activities:
Operating lease right of use assets obtained in exchange for operating lease liabilities	$	24	$	—
Property and equipment in accounts payable	$	87	$	7
Unrealized gain resulting from change in fair value of marketable securities	$	—	$	(2	)

See accompanying notes to condensed consolidated financial statements.

TIGO ENERGY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Nature of Operations

Tigo Energy, Inc. 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.

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 energy 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.

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 months ended March 31, 2026, and 2025.

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 March 31, 2026 and its condensed consolidated statements of operations and comprehensive loss, cash flows, and stockholders’ equity for the three months ended March 31, 2026, and 2025. Operating results for the three months ended March 31, 2026, are not necessarily indicative of the results that may be expected for the full year ending December 31, 2026. The unaudited condensed consolidated financial statements, presented herein, do not contain all of the required disclosures under GAAP for annual consolidated financial statements. The condensed consolidated balance sheet as of December 31, 2025, 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 2025 Annual Report, which was filed with the SEC on March 19, 2026.

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, 2025, which are included in the Company’s 2025 Annual Report filed with the SEC on March 19, 2026.

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

Tigo Energy, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

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.

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 losses, 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 three months ended March 31, 2026, no customer accounted for 10% or more of total net revenue or accounts receivable.

Recently Adopted Accounting Pronouncements

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. As previously disclosed in the Company’s 2025 Annual Report, we have adopted and applied the guidance under the ASU using the prospective method.

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 adopted this ASU on the effective date and there was not a material impact on the Company’s financial statements.

Tigo Energy, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Recently issued accounting pronouncements not yet adopted

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 2024-03 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 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 December 15, 2027. The Company is currently evaluating the impact of adopting ASU 2025-06.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting. The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have had a material impact on the entity. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-11.

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 March 31,
(in thousands, except share and per share data)	2026			2025
Numerator:
Net loss	$	(1,750	)	$	(7,001	)

Denominator:
Weighted-average shares of common stock outstanding – basic and diluted		72,578,839			61,657,718

Net loss per share of common stock – basic	$	(0.02	)	$	(0.11	)
Net loss per share of common stock – diluted	$	(0.02	)	$	(0.11	)

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 March 31,
	2026		2025
Outstanding stock options, performance stock units and restricted stock units		624,877		4,759,548
Convertible promissory note		—		5,305,861
		624,877		10,065,409

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)
March 31, 2026
Assets:
Cash equivalents:
Money market accounts	$	127	$	—	$	—
December 31, 2025
Assets:
Cash equivalents:
Money market accounts	$	126	$	—	$	—

During the three months ended March 31, 2026, there were no transfers between Level 1, Level 2 and Level 3.

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 March 31,
(in thousands)	2026		2025
EMEA(1)	$	17,522	$	11,552
Americas(2)		5,274		4,719
APAC		2,401		2,568
Total net revenue	$	25,197	$	18,839

(1)

Our net revenues generated from Italy, Czech Republic and Germany represented 18.9%, 16.4% and 10.0% of our total net revenue for the three months ended March 31, 2026, respectively. Our net revenues generated from Germany, the United Kingdom, Italy and Czech Republic represented 15.0%, 14.4%, 10.9% and 10.6% of our total net revenue for the three months ended March 31, 2025, respectively.

(2)

Our net revenues generated from the United States represented 19.8% and 22.2% of our total net revenues for the three months ended March 31, 2026, and 2025, respectively.

Tigo Energy, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

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 March 31,
(in thousands)	2026			2025
Balance at the beginning of the period	$	1,821		$	1,169
Deferral of revenue		2,057			3,801
Recognition of unearned revenue		(2,534	)		(3,592	)
Balance at the end of the period	$	1,344		$	1,378

As of March 31, 2026, the Company expects to recognize $1.3 million from remaining performance obligations over a weighted average term of 3.7 years. The Company recognized approximately $0.6 million and $0.3 million in revenue that was included in the beginning contract liabilities balance during the three months ended March 31, 2026, and 2025, 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 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 March 31,
(in thousands)	2026			2025
Balance at the beginning of the period	$	9,344		$	5,798
Provision for warranty issued during period		399			363
Changes in estimate		(53	)		1,280
Settlements		(111	)		(117	)
Balance at the end of the period	$	9,579		$	7,324

Tigo Energy, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

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	March 31, 2026		December 31, 2025
Raw materials	$	114	$	186
Finished goods		24,697		31,100
Inventory, net	$	24,811	$	31,286

The inventory reserve was $8.6 million and $14.3 million as of March 31, 2026, and December 31, 2025, respectively.


Property and equipment, net	Estimated Useful Life	March 31, 2026		December 31, 2025
Machinery and equipment	7 years	$	6,761	$	6,643
Vehicles	5 years		31		31
Computer software	5 years		212		212
Computer equipment	5 years		657		656
Furniture and fixtures	5 years		223		222
Leasehold improvements	3 - 6 years		357		357
Construction-in-process			161		140
			8,402		8,261
Less: Accumulated depreciation			5,869		5,609
Property and equipment, net		$	2,533	$	2,652

For the three months ended March 31, 2026, and 2025 the Company recorded depreciation expense $0.3 million and $0.3 million, respectively. Depreciation expense is recorded in the condensed consolidated statements of operations and comprehensive loss.


Accrued expenses and other current liabilities	March 31, 2026		December 31, 2025
Accrued vacation	$	1,059	$	980
Accrued compensation		2,733		3,808
Accrued professional fees		417		429
Accrued warehouse and freight		66		43
Accrued other(1)		1,938		1,768
Other current liabilities		69		101
Accrued expenses and other current liabilities	$	6,282	$	7,129

(1)

Accrued other as of March 31, 2026, and December 31, 2025, primarily consist of accrued expenses related to income tax expense, legal expense and insurance expense.


(in thousands)	March 31, 2026		December 31, 2025
Allowance for credit losses, beginning balance	$	356	$	2,239
Net charges to expense		1,003		236
Write-offs		—		(2,119	)
Allowance for credit losses, ending balance	$	1,359	$	356

Tigo Energy, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Long-lived assets by Geographic Region

The following table presents the Company’s long-lived assets, which consist of tangible property and equipment, net of depreciation, and operating ROU assets, by geographic region (in thousands):


Long-lived assets	March 31, 2026		December 31, 2025
EMEA(1)	$	1,043	$	1,151
Americas(2)		2,151		2,247
APAC(3)		1,499		1,592
Total long-lived assets	$	4,693	$	4,990

(1)

As of March 31, 2026, and December 31, 2025, 17.6% and 18.4% of the Company’s total long-lived assets were located in Israel, respectively.

(2)

As of March 31, 2026, and December 31, 2025, 45.8% and 45.1% of the Company’s total long-lived assets were located in the U.S., respectively.

(3)

As of March 31, 2026, 17.5% and 14.4% of the Company’s total long-lived assets were located in Thailand and China. As of December 31, 2025, 21.1% and 10.8% of the Company’s total long-lived assets were located in Thailand and China, respectively.

Debt

Revolving Credit Facility

On March 31, 2026, the Company entered into a revolving credit facility (the “Credit Facility”) with Wells Fargo Bank, National Association, as lender, pursuant to which the Company may borrow up to $10.0 million, subject to a borrowing base. Tigo Energy MergeCo, Inc., a wholly owned subsidiary of the Company, is the guarantor of the Company’s obligations under the Credit Facility. The Credit Facility matures on March 31, 2029. As of March 31, 2026, there was no amount outstanding under the Credit Facility.

Borrowings under the Credit Facility bear interest at a rate equal to the secured overnight financing rate, as administered by the Federal Reserve Bank of New York, plus an applicable margin of 1.75% to 2.00%, based on monthly average excess availability. Available borrowings under the Credit Facility may not exceed the borrowing base, which is determined based on specified percentages of eligible accounts receivable and eligible inventory, in each case subject to customary reserves, eligibility criteria and other adjustments. The occurrence of an event of default under the Credit Facility could result in the termination of the commitments under the Credit Facility and the acceleration of all outstanding borrowings under the Credit Facility. The terms of the Credit Facility require the Company to maintain a minimum level of liquidity at all times, which is tested on a monthly basis. As of March 31, 2026, the Company was in compliance with all applicable covenants under the Credit Facility.

Convertible Promissory Notes and Debt Extinguishment

On January 9, 2023, the Company entered into a convertible promissory note purchase agreement (“Note Purchase Agreement”) with L1 Energy Capital Management S.a.r.l in exchange for cash of $50.0 million (“Convertible Promissory Notes”). Outstanding borrowings under the Convertible Promissory Notes bear interest at a rate of 5.0% per year. The principal amount was due at the maturity date of January 9, 2026, and interest is payable semiannually beginning in July 2023.

On December 17, 2025, the Company extinguished the Convertible Promissory Notes by paying $51.3 million in cash which included principal, accrued interest and fees associated with the extinguishment. The reacquisition price of the debt was higher than the related carrying value at the extinguishment date, therefore resulting in a loss on extinguishment of Convertible Promissory Notes of $1.1 million. The loss on extinguishment of the Convertible Promissory Note is included in other (income) expense, net in the consolidated statements of operations and comprehensive loss.

The Company had no outstanding debt as of March 31, 2026 and December 31, 2025.

Commitments and Contingencies

Employment Agreements

The Company entered into employment agreements with key personnel providing compensation and severance in certain circumstances, as defined in the respective employment agreements.

Tigo Energy, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Legal

The Company is subject to legal proceedings and claims that have arisen in the ordinary course of business and that have not been fully resolved. Some litigation or legal disputes may not be covered by insurance. While the Company intends to vigorously defend itself with respect to such disputes, any potential outcomes resulting from such claims would be inherently difficult to quantify. The Company makes a provision for a liability relating to legal matters when it is both probable that a liability has been incurred, and the amount of the loss can be reasonably estimated. During the three months ended March 31, 2026, the Company has not recorded a material loss with respect to any legal claims or other legal matters arising in the normal course of business.

Indemnification Agreements

From time to time, in its normal course of business, the Company may indemnify other parties with which it enters into contractual relationships, including customers, lessors and parties to other transactions with the Company. The Company may agree to hold other parties harmless against specific losses, such as those that could arise from third-party claims or a breach of representation or covenant. It may not be possible to determine the maximum potential amount of liability under such indemnification agreements due to the unique facts and circumstances that are likely to be involved in each particular claim and indemnification provision. In addition, we believe the likelihood is remote that payments under any indemnification agreements described above will have a material effect on the Company’s consolidated financial statements.

The Company has also indemnified its Directors and Executive Officers, to the extent legally permissible, against all liabilities reasonably incurred in connection with any action in which such individual may be involved by reason of such individual being or having been a Director or Executive Officer.

The Company believes the current estimated fair value of any obligation from these indemnification agreements is minimal; therefore, these condensed consolidated financial statements do not include a liability for potential indemnification-related obligations at March 31, 2026.

Common and Preferred Stock

The Company is authorized to issue 150,000,000 shares of Common Stock. Each share of Common Stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders.

The Company is authorized to issue 10,000,000 shares of Preferred Stock. As of March 31, 2026, there was no Preferred Stock outstanding.

Common Stock Reserved for Future Issuance

Shares of Common Stock reserved for future issuance were as follows:


	As of March 31, 2026
Stock options issued and outstanding		4,437,273
Restricted stock units and performance stock units issued and outstanding		4,652,767
Shares available for grant under 2023 Equity Incentive Plan		3,070,572
		12,160,612

Registered Direct Offering

In February 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors, pursuant to which the Company issued and sold, in a registered direct offering, an aggregate of 5,000,000 shares of our common stock at a purchase price of $3.00 per share, for aggregate gross proceeds of $15.0 million (the “Registered Direct Offering”). Craig-Hallum Capital Group LLC acted as placement agent for the Registered Direct Offering. Under the terms of the engagement, we agreed to pay the placement agent a cash fee equal to 4.5% of the gross proceeds from the Registered Direct Offering and to reimburse certain legal and other expenses. Net proceeds from the Registered Direct Offering were approximately $14.0 million after deducting the placement agent fee and other expenses related to the Registered Direct Offering. A portion of the placement agent fees was withheld from the gross proceeds at closing, with the remaining offering costs paid separately by the Company.

Tigo Energy, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

At-The-Market Offering Program

In November 2024, the Company entered into an At-The-Market Offering Agreement (the “ATM Agreement”) with Craig-Hallum Capital Group LLC (the “Sales Agent”), allowing for the sale of common stock with an aggregate gross offering price of up to $14.2 million (the “2024 ATM Program”). Under the ATM Agreement, the Sales Agent sold shares in an “at-the-market” offering under Rule 415(a)(4) of the Securities Act, including sales on Nasdaq or other trading markets, to or through market makers, directly to the Sales Agent as principal, or in negotiated transactions at prevailing market prices. Sales under the 2024 ATM Program were subject to a maximum commission of up to 3.0% of the gross proceeds per share sold through the Sales Agent.

Under the 2024 ATM Program, the Company sold 8,325,504 shares of our common stock for gross proceeds of $14.2 million and net proceeds of $13.8 million, after deducting Sales Agent commissions and other expenses related to the 2024 ATM Program. As of October 2025, the 2024 ATM Program was fully utilized, and there are no additional shares available for issuance under the program.

10.

Stock-Based Compensation

The Company adopted the 2008 Stock Plan (“2008 Plan”) under which it may issue stock options to purchase shares of common stock, and award restricted stock and stock appreciation rights to employees, Directors and consultants. The 2008 Plan expired in March 2018 and all award issuance therefore ceased. Options generally vest over a four-year period with a one-year cliff. The option term is no longer than five years for incentive stock options for which the grantee owns greater than 10% of the Company’s capital stock and no longer than 10 years for all other options. The Company has a repurchase option on unvested restricted stock exercisable upon the voluntary or involuntary termination of the purchaser’s employment with the Company for any reason. The Company’s repurchase right lapses in accordance with the vesting terms. Options outstanding under the 2008 Plan will remain outstanding until they are exercised, canceled or expire.

In May 2018, the Company adopted the 2018 Stock Plan (“2018 Plan”) under which the Company may issue stock options to purchase shares of common stock, and award restricted stock and stock appreciation rights to employees, Directors and consultants.

Under the 2018 Plan, the Board of Directors may grant incentive stock options or nonqualified stock options. Incentive stock options may only be granted to Company employees. The 2018 Plan expired in May 2023 and all award issuance therefore ceased. The exercise price of incentive stock options and non-qualified stock options cannot be less than 100% of the fair value per share of the Company’s common stock on the grant date. If an individual owns more than 10% of the Company’s outstanding capital stock, the price of each share incentive stock option will be at least 110% of the fair value. Fair value was determined by the Board of Directors. Options generally vest over a four-year period with a one-year cliff. The option term is no longer than five years for incentive stock options for which the grantee owns greater than 10% of the Company’s capital stock and no longer than 10 years for all other options. The Company has a repurchase option on unvested restricted stock exercisable upon the voluntary or involuntary termination of the purchaser’s employment with the Company for any reason. The Company’s repurchase right lapses in accordance with the vesting terms. Options outstanding under the 2018 Plan will remain outstanding until they are exercised, canceled or expire.

In May 2023, the Company adopted the 2023 Equity Incentive Plan (“2023 Plan”) under which the Company may issue stock options to purchase shares of common stock, award restricted stock, restricted stock units (“RSU”), performance stock units (“PSUs”), dividend equivalents, stock appreciation rights, and other stock-based or cash-based awards to employees, Directors and consultants.

Stock options granted to newly hired employees generally vest over a four-year period, following the date of grant, with 25% vesting on the first anniversary of the grant date and the remaining vesting in equal monthly installments thereafter, and grants of additional stock options to employees generally vest in equal monthly installments over a four-year period with no cliff vesting. As of March 31, 2026, 991,906 stock options granted under the 2023 Plan had vested and were exercisable. There have been 11,216 stock options exercised under the 2023 Plan. The RSUs generally vest over a three-year period, following the date of grant, with a third of the award vesting on each year on the annual anniversary of the grant date.

Collectively, the 2008 Stock Plan, 2018 Stock Plan and the 2023 Equity Incentive Plan are referred to as “the Plans”.

The Company measures stock-based awards at their grant-date fair value and records compensation expense on a straight-line basis over the vesting period of the awards. The Company also measures the PSU awards at their grant-date fair value and assumes that performance goals will be achieved. If the performance goals are not met, no compensation expense is recognized and any recognized

Tigo Energy, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

compensation expense is reversed. The Company recorded stock-based compensation expense in the following expense categories in its accompanying condensed consolidated statements of operations and comprehensive loss:


	Three Months Ended March 31,
(in thousands)	2026		2025
Cost of sales	$	27	$	21
Research and development		182		306
Sales and marketing		537		403
General and administrative		862		846
Total stock-based compensation	$	1,608	$	1,576

Stock Options

The following table summarizes stock option activity for the Plans for the three months ended March 31, 2026:


	Number of shares			Weighted average exercise price per share		Weighted average remaining contractual term (years)		Aggregate intrinsic value (in 000’s)
Outstanding at December 31, 2025		4,707,635		$	1.58		6.61
Exercised		(235,359	)	$	0.89
Forfeited/expired		(35,003	)	$	1.91
Outstanding at March 31, 2026		4,437,273		$	1.61		6.52	$	10,069
Exercisable at March 31, 2026		2,928,966		$	1.60		5.57	$	6,762

As of March 31, 2026, the total unrecognized compensation expense related to unvested stock option awards was $3.3 million, which the Company expects to recognize over a weighted-average period of 2.1 years. There were no options granted during the three months ended March 31, 2026, and 2025.

The fair value of options is estimated using the Black-Scholes option pricing model, which takes into account inputs such as the exercise price, the value of the underlying common stock at the grant date, expected term, expected volatility, risk-free interest rate and dividend yield. The fair value of each grant of options was determined using the methods and assumptions discussed below.

•

The expected term of employee options with service-based vesting is determined using the “simplified” method, as prescribed in the U.S. Securities and Exchange Commission’s Staff Accounting Bulletin (“SAB”) No. 107, whereby the expected life equals the arithmetic average of the vesting term and the original contractual term of the option due to the Company’s lack of sufficient historical data. The expected term of non-employee options is equal to the contractual term.

•

The expected volatility is based on historical volatilities of similar entities within the Company’s industry which were commensurate with the expected term assumption as described in SAB No. 107.

•

The risk-free interest rate is based on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period that is commensurate with the assumed expected term.

•

The expected dividend yield is 0% because the Company has not historically paid and does not expect in the foreseeable future to pay a dividend on its common stock.

•

For periods prior to Tigo’s common stock becoming publicly traded, the fair value of Legacy Tigo’s common stock used to measure stock-based compensation was estimated by Legacy Tigo’s board of directors with reference to contemporaneous third-party valuations.

Tigo Energy, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Restricted Stock Units

The following table summarizes RSU activity for the Plans for the three months ended March 31, 2026:


	Number of shares			Weighted average grant date fair value per share
Outstanding at December 31, 2025		3,530,813		$	2.08
Granted		39,440		$	3.74
Vested		(6,200	)	$	0.92
Forfeited/expired		(84,651	)	$	2.80
Outstanding at March 31, 2026		3,479,402		$	2.08

As of March 31, 2026, the total unrecognized compensation expense related to unvested RSUs was $4.4 million, which the Company expects to recognize over a weighted-average period of 1.8 years.

Performance Stock Units

The PSUs vest over a three-year period, which began on January 1, 2025, with one-third of the award eligible to vest at the end of each fiscal year through December 31, 2027, based on the Company’s level of achievement of certain performance-based criteria tied to annual net revenue and adjusted EBITDA targets. The PSUs were valued using the market value of the Company’s Common Stock at the closing market price on the grant date.

The following table summarizes PSU activity for the Plans for the three months ended March 31, 2026:


	Number of shares			Weighted average grant date fair value per share
Outstanding at December 31, 2025		1,760,048		$	1.58
Exercised		(432,851	)	$	1.58
Forfeited		(153,832	)	$	1.58
Outstanding at March 31, 2026		1,173,365		$	1.58

As of March 31, 2026, the total unrecognized compensation expense related to PSUs that were deemed probable to vest at the end of their respective performance period was $0.4 million, which the Company expects to recognize over a weighted-average period of 1.3 years.

11.

Leases

As a lessee, the Company currently leases office space and vehicles in the United States, Italy, Israel, China, Philippines and Thailand. All of the Company’s leases are classified as operating leases. The Company has no leases classified as finance or sales-type leases. For leases with terms greater than 12 months, the Company records the related assets and obligations at the present value of lease payments over the term. Many of the Company’s leases include rental escalation clauses, renewal options and/or termination options that are factored into the Company’s determination of lease payments.

When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of its leases do not provide a readily determinable implicit rate. Therefore, the Company must estimate its incremental borrowing rate to discount the lease payments based on information available at lease commencement. The majority of the Company’s leases have remaining lease terms of one to five years, some of which include options to extend the leases for up to eight years, and some of which include options to terminate the leases within one year.

The components of lease expense are as follows:


	Three Months Ended March 31,
(in thousands)	2026		2025
Operating lease costs	$	261	$	317
Variable lease costs		48		123
Total lease cost	$	309	$	440

Tigo Energy, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Other information related to leases was as follows:


	Three Months Ended March 31,
Supplemental Cash Flows Information (in thousands)	2026		2025
Operating lease right of use assets obtained in exchange for operating lease liabilities	$	24	$	—
Cash paid for amounts included in the measurement of lease liabilities	$	263	$	337


	March 31, 2026			December 31, 2025
Weighted-average remaining lease term (years)		2.8			3.0
Weighted-average discount rate		6.7	%		6.6	%

Future maturities of lease liabilities were as follows as of March 31, 2026:


(in thousands)	Operating Leases
Remainder of 2026	$	772
2027		931
2028		667
2029		388
2030		—
Thereafter		—
Total future minimum lease payments	$	2,758
Less: imputed interest		280
Present value of lease liabilities	$	2,478

12.

Goodwill and Intangible Assets

As of March 31, 2026, the Company had a goodwill balance of $12.2 million. The goodwill balance is related to the acquisition of Tigo Energy AI Ltd (f/k/a Foresight Energy, Ltd. (“fSight”)).

The Company’s intangible assets by major asset class are as follows:


	March 31, 2026
(in thousands, except for useful life amounts)	Weighted Average Useful Life (Years)	Gross		Accumulated Amortization			Net Book Value
Amortizing:
Patents	6.7	$	450	$	(226	)	$	224
Customer relationships	10.0		170		(54	)		116
Developed technology	10.0		1,820		(576	)		1,244
Total intangible assets		$	2,440	$	(856	)	$	1,584


	December 31, 2025
(in thousands, except for useful life amounts)	Weighted Average Useful Life (Years)	Gross		Accumulated Amortization			Net Book Value
Amortizing:
Patents	6.7	$	450	$	(208	)	$	242
Customer relationships	10.0		170		(50	)		120
Developed technology	10.0		1,820		(530	)		1,290
Total intangible assets		$	2,440	$	(788	)	$	1,652

The Company recognized amortization expense related to intangible assets of $0.1 million and $0.1 million for the three months ended March 31, 2026, and 2025 respectively.

Tigo Energy, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Amortization expense related to intangible assets at March 31, 2026, in each of the next five years and beyond is expected to be incurred as follows:


(in thousands)	Amount
Remainder of 2026	$	203
2027		262
2028		260
2029		227
2030		202
Thereafter		430
	$	1,584

13.

Income Taxes

The income tax provision is calculated for an interim period by distinguishing between elements recognized in the income tax provision through applying an estimated annual effective tax rate to a measure of year-to-date operating results referred to as “ordinary income (or loss),” and discretely recognizing specific events referred to as “discrete items” as they occur. The Company’s effective tax rates for the three months ended March 31, 2026, and 2025 differ from the federal statutory rate of 21% principally as a result of valuation allowances expected to be maintained against the Company’s deferred tax assets. The Company recorded an income tax benefit of $0.2 million for the three months ended March 31, 2026, compared to income tax expense of $0.3 million for the three months ended March 31, 2025.

14.

Patent Sale

On December 16, 2025 (the “Initial Closing date”), the Company entered into a patent purchase agreement with Tigo Energy Innovations LLC (the “Purchaser”), an unaffiliated third party, pursuant to which the Company sold certain patents (the “Assigned Patents”). Under the terms of the patent purchase agreement, total consideration could amount between $15.0 million and $18.0 million. In connection with the transaction, the Company received a non-exclusive grant-back license to practice the Assigned Patents in connection with the Seller’s products.

The consideration consisted of $15.0 million which was paid upon the Initial Closing date of the patent purchase agreement. An additional holdback amount between $2.8 million and $3.0 million is payable after the initial closing, which is contingent on the Company satisfying certain conditions. If these conditions are not met, the Purchaser is not entitled to the patents subject to these conditions and the Company will not receive any amount related to the holdback consideration noted above. As of March 31, 2026, the conditions were not met for the Company to receive any portion of the holdback amount.

The Company accounted for the sale of the Assigned Patents as sale of non-financial assets under ASC Topic 610-20, “Other Income — Gains and Losses from the Derecognition of Nonfinancial Assets” (“ASC Topic 610-20”). The patents transferred under the patent purchase agreement were not recognized as separate intangible assets as the Company retains perpetual, royalty-free, non-exclusive rights to continue using the underlying technology. As result, no intangible assets were derecognized, and the Company’s Developed Technology and Patent intangible assets will continue to be amortized over their originally established useful lives. At the Initial Closing, the Company recognized a gain of $14.6 million, which is the consideration paid at the Initial Closing date, net of transaction costs.

Additionally, seller-retained royalties under the purchase patent agreement, which entitle the Company to receive up to $5.0 million of future license proceeds, represent contingent income and will be recognized in other (income) expenses, net when and if earned. As of March 31, 2026, the Company has collected $0.5 million in seller-retained royalties.

15.

Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our condensed consolidated financial statements and the related notes that appear elsewhere in this Quarterly Report on Form 10-Q, and the audited consolidated financial statements and notes thereto included in our 2025 Annual Report. In addition to historical data, this discussion contains forward-looking statements about our business, results of operations, cash flows, financial condition and prospects based on current expectations that involve risks, uncertainties and assumptions. Our actual results could differ materially from such forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those identified below and those discussed in the sections titled “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this Quarterly Report on Form 10-Q, including those set forth in Part II, Item 1A, “Risk Factors” in this Quarterly Report on Form 10-Q and in Part I, Item 1A, “Risk Factors” in the 2025 Annual Report. Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Overview

Our mission is to deliver smart systems solutions, combining hardware and software, which enhance safety, increase energy yield, and lower operating costs of residential, commercial, and utility-scale solar systems. We believe we are a worldwide leader in the development and delivery of products and solutions that are flexible and dependable, increase the energy generation of solar energy systems and address the need for change. We primarily offer products and services through distributors and solar installers. We have a worldwide footprint with product installations in over 100 countries and on all seven continents.

Recent Developments

Registered Direct Offering. On February 24, 2026, we completed a registered direct offering (“Registered Direct Offering”) of 5,000,000 shares of our common stock to certain institutional investors for gross proceeds of $15.0 million. After deducting the placement agent fee and other offering expenses, net proceeds were approximately $14.0 million. For more information, see Note 9, “Common and Preferred Stock” of the notes to condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Revolving Credit Facility. On March 31, 2026, we entered into a revolving credit facility (“Credit Facility”) with Wells Fargo Bank, National Association that provides for up to $10.0 million of borrowing capacity, subject to a borrowing base based on eligible accounts receivable and eligible inventory. The Credit Facility matures on March 31, 2029. As of March 31, 2026, there were no amounts outstanding under the facility, and the Company was in compliance with all applicable covenants. For more information, see Note 7, “Debt” of the notes to condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Key Factors that May Influence Future Results of Operations

Our financial results of operations may not be comparable from period to period due to several factors. Key factors affecting our results of operations are summarized below.

Patent Sale. As disclosed in the Company’s 2025 Annual Report, on December 16, 2025, we entered into a patent purchase agreement involving the sale of certain patent rights. Under the terms of the patent purchase agreement, total consideration is expected to be between $15.0 million and $18.0 million. We received $15.0 million at the initial closing, and an additional holdback amount of up to $3.0 million is contingent on the satisfaction of specified conditions. As of March 31, 2026, these conditions had not been met. Additionally, seller-retained royalties under the purchase patent agreement, which entitles us to receive up to $5.0 million of future license proceeds, represent contingent income and will be recognized in other (income) expenses, net when and if earned. For more information, see Note 14, “Patent Sale” of the notes to condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Trade Tariffs. It is uncertain what impact new or existing tariffs, trade restrictions, or retaliatory actions, may have on us, our business, the solar industry, and our customers. U.S. net revenue represented 19.8% and 23.3% of our total net revenue for the three months ended March 31, 2026, and year ended December 31, 2025, respectively. Substantially all of our MLPE products, which represented 66.7% and 68.9% of U.S. net revenues during the three months ended March 31, 2026, and year ended December 31, 2025, respectively, were manufactured in Thailand. Our GO Energy Storage Systems (“GO ESS”) products represented 32.2% and 23.1% of U.S. net revenues during the three months ended March 31, 2026, and year ended December 31, 2025, respectively. Beginning in October 2025, we transitioned production of our GO ESS product line for the U.S. market from China to Vietnam. As of March 31, 2026, we were subject to tariffs on all products imported into the United States from the countries in which we manufacture our products. During the three months ended March 31, 2026 and 2025, we incurred $0.7 million and $0.1 million of tariff-related costs, respectively.

While we are actively evaluating alternative sourcing strategies, the global supply chain for key hardware components necessary to manufacture our products remains concentrated in regions affected by these trade measures, and identifying qualified suppliers outside of these regions with sufficient capacity and technical expertise remains challenging.

Any escalation in trade tensions, new or expanded tariffs, or broader geopolitical instability could impact our sourcing flexibility, product pricing, cost structure, and/or customer demand for our product lines. These factors, combined with potential economic softening, could lead to elevated inventory levels and reduced leverage in supplier pricing negotiations. Any of these outcomes could negatively affect our operations, financial performance, and cash flows.

Managing Supply Chain. We rely on contract manufacturers and suppliers to produce our components, with a significant portion of our supply chain originating in Thailand, Vietnam and China. As noted above, we transitioned production of our GO ESS product line for the U.S. market from China to Vietnam in October 2025. Our ability to grow depends, in part, on the ability of our contract manufacturers and suppliers to provide high quality services and deliver components and finished products on time and at reasonable costs. While we have diversified our supply chain, some of our suppliers and contract manufacturers are sole-source suppliers. Our concentration of suppliers could lead to supply shortages, long lead times for components and supply changes. In the event we are unable to mitigate the impact of delays and/or price increases in raw materials, electronic components and freight, as a result of new or existing tariffs, trade restrictions, retaliatory actions, or otherwise, it could delay the manufacturing and delivery of our products, which would adversely impact our cash flows and results of operations, including revenue and gross margin. In addition, in a slowing economic environment in the U.S. and worldwide, our inventory levels may continue to increase due to existing purchase commitments and our ability to negotiate volume pricing discounts may be impaired.

One Big Beautiful Bill Act of 2025. In July 2025, the One Big Beautiful Bill Act of 2025 (the “OBBB”) was enacted and implemented material changes to certain federal clean energy tax credit programs that are important to our business and could affect our financial condition, results of operations, and future prospects. Among other changes, the OBBB reduced the Investment Tax Credit (the “ITC”) under Section 25D of the Internal Revenue Code of 1986, as amended (the “Code”), for residential solar and storage systems purchased through cash or loans. Under the OBBB, the Section 25D credit expired on December 31, 2025.

The OBBB also established new timing requirements for eligibility under Section 48E of the Code, which governs ITCs for leased solar and storage systems. In particular, solar-only projects that do not commence construction within 12 months of the OBBB’s enactment must be placed in service by December 31, 2027, to remain eligible for the credit. Energy storage projects are not subject to this placed-in-service deadline; however, the ITC for storage systems is scheduled to begin phasing down in 2034, decreasing to 75% in 2034 and 50% in 2035, and phasing out entirely by 2036.

In addition, the OBBB amended the domestic content bonus credit requirements for Section 48E projects. Projects that commence construction after June 16, 2025, must satisfy a 45% domestic cost threshold, increased from 40%. The OBBB further introduced new compliance requirements under the Foreign Entity of Concern (“FEOC”) provisions applicable to both Section 48E and the Advanced Manufacturing Production Tax Credit (“AMPTC”) under Section 45X of the Code. These provisions require an increasing level of non-FEOC content for solar and storage projects beginning construction in 2026 and for manufactured components produced beginning in 2026.

On July 7, 2025, the President issued an Executive Order directing the Secretary of the Treasury to issue updated guidance within 45 days regarding the “beginning of construction” requirements applicable to Section 48E projects. In August 2025, the U.S. Department of the Treasury and the IRS issued revised “beginning of construction” guidance for clean energy tax credits that applies only to projects above 1MW. The Executive Order also directs the Secretary to implement the FEOC restrictions set forth in the OBBB. Under the new FEOC rules, a U.S. energy project can only receive specific tax credits if the project’s equipment from certain FEOC-related entities does not exceed set amounts, and the rules disqualify other credits from applying to US-made products that contain too many inputs from certain FEOC-related entities. The rules also prevent a company from receiving specific tax credits if it relies too much on investment or material assistance from certain FEOC-related entities, including in circumstances where a contract, license, or other arrangement gives an FEOC-related entity effective control over the company or its projects or products. Additional FEOC guidance remains forthcoming and is expected to be finalized in 2026, which could further tighten existing requirements.

These legislative and regulatory developments have affected, and could in the future adversely affect, our eligibility for certain tax credits, the attractiveness of our offerings to solar and storage system lease providers, and overall demand for our products. If we are unable to satisfy the revised domestic content or FEOC requirements, our ability to qualify for these incentives could be impaired, which could adversely affect our revenue, gross margins, business operations, and competitive position.

Section 45X Manufacturing Tax Credit Arrangement. On December 18, 2025, we entered into an Amended and Restated Manufacturing and Supply Agreement with EG4 Electronics LLC (“EG4”). The amended agreement clarifies that EG4, rather than the Company, is expected to be the claimant of any available AMPTC under Section 45X of the Code associated with qualifying optimized inverter products manufactured using certain Tigo components. Under the amended agreement, if EG4 qualifies for, receives and monetizes such AMPTC, we may be entitled to receive an agreed-upon amount, net of applicable tax credit selling expenses, subject to the terms and conditions of the amended agreement.

During the three months ended March 31, 2026, production activities commenced through a U.S. based contract manufacturer for certain components that are expected to be used in products supplied under the EG4 arrangement. No component shipments were made to EG4 during the three months ended March 31, 2026, and we did not recognize any benefit related to the AMPTC under Section 45X

of the Code during the period. There can be no assurance that EG4 will qualify for, receive, monetize or retain any AMPTC, that any products manufactured using our components will satisfy applicable requirements, or that we will receive any amounts under the amended agreement, including as to the timing or amount of any such payments. Changes in the law, additional guidance, FEOC-related restrictions, sourcing requirements, documentation requirements, or interpretations of Section 45X of the Code could affect the expected economics of our agreement with EG4, our sourcing strategy, and our customers’ eligibility for tax credits, which may affect their purchasing decisions and demand for our products.

Macroeconomic and Market Conditions. The global macroeconomic and market uncertainty has adversely impacted the U.S. and global economies and may continue to do so. As our global footprint expands, we are increasingly exposed to the effects of this evolving environment, including inflation and input-cost pressures, interest rate levels and volatility, tariffs and changes in trade policy, foreign currency fluctuations, potential economic slowdowns or recessions, geopolitical tensions, and regulatory changes stemming from current and future trade policies. A tighter credit market for consumer and business spending could, in turn, adversely affect the spending levels of installers and end users and lead to increased price competition for our products. In addition, a tighter credit environment could adversely affect installer and end-customer demand, increase price sensitivity, and lead to greater price competition for our products. Reductions in customer spending in response to unfavorable or uncertain macroeconomic and market conditions, globally or in a particular region where we operate, have adversely affected, and could continue to adversely affect, our business, results of operations and financial condition.

Expansion of Sales, Customers, and Product Offerings. Our ability to grow revenue, in part, depends on expanding both our product and service offerings and our customer base. We primarily acquire new customers through collaboration with industry partners and distributors, and while we expect near-term revenue to remain concentrated among existing customers, we plan to expand our presence in the residential markets in the U.S. and EMEA. While the majority of our North American revenue is currently generated from commercial and industrial markets, we are actively working to grow our presence in the U.S. residential market through offerings with residential solar providers. Internationally, we continue to evaluate and invest in new market opportunities, particularly in the EMEA region, where we have begun offering our residential solutions in Italy and Germany.

Additionally, we have made, and plan to continue to make, substantial investments in research and development initiatives to support new product introductions. Although a significant portion of our revenue is derived from our MLPE products, we are continuing to develop and promote additional offerings such as our GO ESS product line and Predict+ service, which we believe will help contribute to long-term revenue growth and market leadership. We believe that our entry into new markets will facilitate revenue growth and customer diversification.

Key Operating and Financial Metrics

We regularly review a number of metrics, including the following key operating and financial metrics, to evaluate our business, measure our performance, identify trends in our business, prepare financial projections and make strategic decisions. We believe the operating and financial metrics presented are useful in evaluating our operating performance, as they are similar to measures used by our public competitors and are regularly used by securities analysts, institutional investors, and other interested parties in analyzing operating performance and prospects.

The following table sets forth these metrics for the periods presented:


	Three Months Ended March 31,						Change in
(in thousands, except percentages)	2026			2025			$		%
Net revenue	$	25,197		$	18,839		$	6,358		33.7	%
Gross profit	$	10,794		$	7,173		$	3,621		50.5	%
Gross margin		42.8	%		38.1	%
Loss from operations	$	(2,410	)	$	(3,977	)	$	1,567		39.4	%
Net loss	$	(1,750	)	$	(7,001	)	$	5,251		75.0	%

Gross Profit and Gross Margin

We define gross profit as total net revenue less cost of revenue, and define gross margin, expressed as a percentage, as the ratio of gross profit to revenue. Gross profit and margin can be used to understand our financial performance and efficiency and allow

investors to evaluate its pricing strategy and compare it against competitors. We use these metrics to make strategic decisions identifying areas for improvement, set targets for future performance and make informed decisions about how to allocate resources going forward.

Key Components and Comparison of Results of Operations

Net Revenue


	Three Months Ended March 31,				Change in
(in thousands, except percentages)	2026		2025		$		%
Net revenue	$	25,197	$	18,839	$	6,358		33.7	%

Three months ended March 31, 2026, and 2025

Net revenue increased by $6.4 million or 33.7% for the three months ended March 31, 2026, as compared to the same period in 2025, which is driven primarily by an increase of $4.8 million or 30.0% in net revenue from our MLPE product line, which is attributable to an increased market acceptance of the products. Additionally, net revenue from our GO ESS products increased by $2.0 million or 96.4% for the three months ended March 31, 2026, compared to the same period in 2025, which is primarily attributable to the sale of $2.2 million of our GO ESS products to a customer in Italy and increased solar repowering activities in the United States.

Please see the section below for a discussion of the factors influencing the fluctuations in net revenue for each geographic region.


	Three Months Ended March 31,				Change in
(in thousands, except percentages)	2026		2025		$			%
EMEA	$	17,522	$	11,552	$	5,970			51.7	%
Americas		5,274		4,719		555			11.8	%
APAC		2,401		2,568		(167	)		(6.5	)%
Total net revenue	$	25,197	$	18,839	$	6,358			33.7	%

Three months ended March 31, 2026, and 2025

•

EMEA - Net revenue for the EMEA region increased by $6.0 million or 51.7% for the three months ended March 31, 2026, as compared to the same period in 2025, which is driven primarily by an increase of $4.7 million and $1.2. million in net revenue from our MLPE and GO ESS products, respectively. The growth was primarily driven by higher demand of our MLPE products in the Czech Republic, Italy, Spain and Poland, in addition to the sale of $2.2 million of our GO ESS products to a customer in Italy.

•

Americas - Net revenue for the Americas region increased by $0.6 million or 11.8% for the three months ended March 31, 2026, as compared to the same period in 2025, which is driven primarily by increases of $0.7 million and $0.3 million of net revenue from our GO ESS and MLPE products, respectively. This growth was primarily attributable to increased demand in the United States, driven by increased solar repowering activities for our GO ESS products, and increased market acceptance of our MLPE products. The increase was partially offset by a $0.4 million decrease in royalty revenue for the three months ended March 31, 2026 compared to the same period in 2025. As noted above, following the patent sale in December 2025, seller-retained royalties are no longer recognized in net revenue, and are now recognized in other (income) expense, net when and if earned. For more information, see Note 14, “Patent Sale” of the notes to condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

•

APAC - Net revenue for the APAC region decreased by $0.2 million or 6.5% for the three months ended March 31, 2026, as compared to the same period in 2025, which is driven primarily by a decrease of $0.2 million in net revenue from our MLPE products. This decrease was primarily driven by lower demand of our MLPE products in the Philippines, China and Thailand. The decrease was partially offset by an increase in demand of our MLPE products in Australia.

Cost of Revenues and Gross Profit


	Three Months Ended March 31,						Change in
(in thousands, except percentages)	2026			2025			$		%
Cost of revenue	$	14,403		$	11,666		$	2,737		23.5	%
Gross profit	$	10,794		$	7,173		$	3,621		50.5	%
Gross margin		42.8	%		38.1	%

Three months ended March 31, 2026, and 2025

Cost of revenues increased by $2.7 million or 23.5% for the three months ended March 31, 2026, as compared to the same period in 2025, which is primarily driven by a 33.7% increase in net revenue for the three months ended March 31, 2026, compared to the same period in 2025. In addition to higher net revenue, the increase was primarily driven by a $0.5 million increase in inventory scrap expense, mainly related to obsolete raw materials, and a $0.7 million increase in expense associated with tariffs enacted in 2025. The increase was partially offset by higher sales volumes of GO ESS inventory that had been previously impaired in the second half of 2024, as well as a $1.3 million decrease in warranty expense for the three months ended March 31, 2026 compared to the same period in 2025. The decrease in warranty expense was primarily due to changes in estimated shipping costs during the three months ended March 31, 2025.

Gross profit increased by $3.6 million or 50.5% for the three months ended March 31, 2026, as compared to the same period in 2025. Gross margin increased by 4.7 percentage points for the three months ended March 31, 2026, as compared to the same period in 2025. The increase was primarily driven by higher-margin sales of GO ESS inventory that had been previously reserved in the second half of 2024, as well as a decrease in warranty expense for the three months ended March 31, 2026 compared to the same period in 2025, as noted above.

Research and Development


	Three Months Ended March 31,						Change in
(in thousands, except percentages)	2026			2025			$		%
Research and development	$	2,644		$	2,164		$	480		22.2	%
Percentage of net revenue		10.5	%		11.5	%

Three months ended March 31, 2026, and 2025

Research and development expense increased by $0.5 million or 22.2% for the three months ended March 31, 2026, as compared to the same period in 2025. The increase was primarily attributable to higher payroll-related expenses and bonus expense, driven by increased headcount and the timing of bonus accruals during the three months ended March 31, 2026, compared to the same period in 2025.

Sales and Marketing


	Three Months Ended March 31,		Change in
(in thousands, except percentages)	2026	2025	$	%
Sales and marketing

TIGO ENERGY, INC. 10-Q