FSLR 10-K & 10-Q changes, risk factors and insider trading

•Competition in solar markets globally and across the solar value chain is intense and could remain that way for an extended period of time. The solar industry may experience periods of structural imbalance between global PV module supply and demand that result in periods of pricing volatility. If our competitors reducemaintain module pricing toat levels near or below their manufacturing costs, or are able to operate at minimal or negative operating margins for sustained periods of time, or if global demand for PV modules decreases relative to installed production capacity, our business, financial condition, and results of operations could be adversely affected.

•The modification, reduction, elimination, or expiration of government subsidies, economic incentives, tax incentives, renewable energy targets, and other support for on-grid solar electricity applications, or the impact of other public policiespolicies, couldsuch as tariffs or other trade remedies imposed on solar cells and modules or related raw materials or equipment, have, and in the future could, negatively impact demand and/or price levels for our solar modules.modules Theand imposition of tariffs onlimit our productsgrowth or theirlead relatedto rawa materialsreduction andin componentsour couldnet materiallysales or increase our costscosts, tothereby performadversely underimpacting our contractsoperating with customers, which could adversely affect our results of operations.results.

•The loss of any of our large customers, or the inability of our customers and counterparties to perform under their contracts with us, including through terminations by customers of any contract in part or in full, has reduced and, in the future, could significantly reduce our net sales and negatively impact our results of operations.

•Our failure to effectively manage module manufacturing production and sellingrelated costs, including costs related to raw materials and logistics services, could render our solar modules uncompetitive and reduce our net sales, profitability, and/or market share.

•We have received and expect to continue to receive certain financial benefits as a result of tax incentives providedenacted by the Inflation Reduction Act of 2022.2022 and amended by the One Big Beautiful Bill Act of 2025. If these financial benefits vary significantly from our assumptions, our business, financial condition, and results of operations could be adversely affected.

In the aggregate, we believe manufacturers of solar cells and modules have significant installed production capacity, relative to global demand, and the ability for additional capacity expansion. For example, we estimate that in 20242025 approximately 270105 GW of capacity was added by solar module manufacturers, primarily in China. We believe the solar industry may from time to time experience periods of structural imbalance between supply and demand, and that excess capacity will continue to put pressure on pricing. Although moduleModule average selling prices in many global markets continuehave todeclined. decline,However, recent module pricing in the United States, our primary market, has been relativelyremained stable due, in part, to the rising demand for domestically manufactured modules as a result of the IRA.IRA, energy tax credit eligibility restrictions (including foreign-entity-related limitations) as amended by the OBBBA, and tariffs on modules imported into the United States. There may be additional pressure on global demand and average selling prices in the future resulting from fluctuating demand in certain major solar markets, such as China. If our competitors reducemaintain module pricing toat levels near or below their manufacturing costs, or are able to operate at minimal or negative operating margins for sustained periods of time, or if global demand for PV modules decreases relative to installed production capacity, our business, financial condition, and results of operations could be adversely affected.

The modification, reduction, elimination, or expiration of government subsidies, economic incentives, eligibility limitations, tax incentives, renewable energy targets, and other support for on-grid solar electricity applications, or the impact of other public policies, such as tariffs or other trade remedies imposed on solar cells and modules or related raw materials or equipment, couldhave, and in the future could, negatively impact demand and/or price levels for our solar modules and limit our growth or lead to a reduction in our net sales or increase our costs, thereby adversely impacting our operating results.

Although we believe that solar energy will experience widespread adoption in those applications where it competes economically with traditional forms of energy without any incentive programs, in certain markets our net sales and profits remain subject to variability based on the availability and size of government subsidies and economic incentives. Federal, state, and local governmental bodies in many countries have provided subsidies in the form of feed-in-tariff structures, rebates, tax incentives, and other incentives to end users, distributors, system integrators, and manufacturers of PV solar products. Many of these incentive programs expire, phase down over time, require renewal by the applicable authority, or may be amended. A summary of certain recent developments in the major government incentive programs that may impact our business appears under Item 1. “Business – Incentive Programs.” To the extent thesegovernment incentive programs are reduced earlier than previously expected, are changed retroactively, or are not renewed, such changes have and could negatively impact demand and/or price levels for our solar modules, lead to a reduction in our net sales, and adversely impact our operating results.

Current regulatory policies, or any future changes or threatened changes to such policies, including those changes as a result of the new presidential administration and control of the U.S. Congress, may subject us to significant risks, including the following:

•a reduction or removal of cleancertain energy programs and initiatives and the incentives they provide may diminish the market for future solar energy off-take agreements, slow the retirement of aging fossil fuel plants, including the retirements of coal generation plants, and reduce the ability for solar project developers to compete for off-take agreements, which may reduce PV solar module sales;

•any limitations on the value or availability to manufacturers or potential investors of tax incentives that benefit solar energy production, sales, or projects, such as the Section 45X advanced manufacturing production credit, ITC, and PTC, as seen in the accelerated termination of certain energy tax credits under the “One Big Beautiful Bill” the U.S. President signed into law on July 4, 2025, could result in reducing such manufacturers’ or investors’ economic returns and could cause a reduction in the availability of financing, thereby reducing demand for PV solar modules;

•any incentives contingent upon domestic production of modules, such as tax incentives set forth under the IRA, could limit our ability to sell modules manufactured in certain foreign jurisdictions, which may adversely impact our module average selling prices and could require us to record significant charges to earnings should we determine that the manufacturing facilities and equipment in such foreign jurisdictions isare impaired; and

•United States — Additional Tariffs on Certain Chinese Imports. The United States currently imposes tariffs on various articles imported from China, including tariffs of 50% on crystalline silicon solar cells and tariffs of 25% on modules, based on an investigation under Section 301 of the Trade Act of 1974. In February 2025, theThe U.S. President announcedimposed an additional 10% tariff on all imports from China, which is related to the national security threat posed by China’s trade in fentanyl and other illegal narcotics.narcotics Thisand a 10% reciprocal tariff applieson inChina, additioneffective until November 10, 2026, under IEEPA. On February 20, 2026, the U.S. Supreme Court ruled the IEEPA tariffs unlawful, and President Trump immediately revoked the IEEPA tariff actions, including the additional tariffs on China, and replaced them with a new global tariff pursuant to the 25% tariffs under Section 301 and ordinary customs duties and AD/CVDs.122. Our operating results could be adversely impacted ifby theserevocation of the IEEPA tariffs wereon to be terminated or reduced.China.

•United States — Tariffs on Certain Foreign-imported AluminumAluminum, Steel, Copper, Timber and Steel.Lumber. TheEffective UnitedJune States4, currently2025, imposesthe U.S. President increased tariffs of 25% on imported aluminum and steel articles under Section 232 of the Trade Expansion Act of 1962.1962 (“Section 232”) from 25% to 50%. Effective August 1, 2025, the U.S. President imposed tariffs of 50% on copper under Section 232. Effective October 14, 2025, the U.S. President imposed tariffs of 10% on imported softwood timber and lumber products under Section 232. Such tariffs and policies, or any other U.S. or global trade remedies or other trade barriers, may directly or indirectly affect U.S. or global markets for solar energy and our business, financial condition, and results of operations.

•India — Domestic and Foreign Imports. The Approved List of Models and Manufacturers (“ALMM”) was introduced in 2021 as a non-tariff barrier to incentivize domestic manufacturing of PV modules by approving the list of models and manufacturers who can participate in certain solar development projects. The ALMM is approved by the MNRE,Ministry of New and Renewable Energy (“MNRE”), and any modifications to the ALMM and its application may affect future investments in solar module manufacturing in India. In April 2024, the government of India reimposed the ALMM, thereby requiring solar project developers to procure qualifying modules from companies on the list, which includes our Indian manufacturing facility. Also in April 2024, the ALMM was amended to include specific minimum conversion efficiency thresholds for CdTe solar technologies starting at 18% for solar lighting, 18.5% for rooftop applications, and 19% for utility-scale applications. In December 2024, the ALMM was amended to require nearly all solar development projects to use PV modules that contain domestically manufactured solar cells, which is expected to be effective for such projects completed on or after June 2026.2026; in August 2025, the relevant list of qualifying entities was released, which included First Solar as an approved manufacturer. In September 2025, the MNRE released draft amendments that would require nearly all solar development projects to use PV modules that contain domestically manufactured wafers, which is expected to be effective for such projects completed on or after June 2028; the proposed list was released at that time, which included First Solar as an approved manufacturer. In November 2025, the MNRE released a draft proposal that would increase the minimum efficiency of PV modules for manufacturers to be included in the ALMM beginning in 2027. If enacted, the proposal would negatively impact our ability to sell modules within the Indian market. Our operating results could also be adversely impacted if the ALMM requirements are significantly relaxed to allow modules, solar cells, or certain other key module components to be imported from other countries.

•India — Import Duty Tariffs. In April 2022, the Indian government began imposing import duty tariffs of 40% on solar modules and 25% on solar cells. In connection with such April 2022 tariffs, the Indian government also implemented a regulation mandating that any solar project with federal utility, state utility, or commercial and industrial off-takers that interconnects through government owned transmission lines only use solar modules from manufacturers included in the ALMM, and a requirement that all federal procurement of solar modules be only from cells and modules produced domestically. However, in February 2025, the Indian government began imposing import duty tariffs of 20% each on solar modules and cells and levied additional tax on certain commercial agricultural production, which included a tax included of 20% on solar modules and 7.5% on solar cells. Therefore, the aggregate impact on the import of solar modules and cells is 40% and 27.5%, respectively.

These examples show that established markets for PV solar development face uncertainties arising from policy, regulatory, and governmental actions. While the expected potential of the markets we are targeting is significant, policy promulgation and market development are especially vulnerable to governmental inertia, political instability, changing government policy and priorities, the imposition or lowering of trade remedies and other trade barriers, geopolitical risk, fossil fuel subsidization, potentially stringent localization requirements, and limited available infrastructure. Any negative impacts from changes in policy, regulatory, and governmental actions could negatively affect our business, reduce our net sales, profitability and/or market share, and consequently affect our results of operations, prospects, and financial condition.

The loss of any of our large customers, or the inability of our customers and counterparties to perform under their contracts with us, including through terminations by customers of any contract in part or in full, has reduced and, in the future, could significantly reduce our net sales and negatively impact our results of operations.

Our customers include developers and operators of systems, utilities, independent power producers, commercial and industrial companies, and other system owners, who may experience intense competition at the system level, thereby constraining the ability for such customers to sustain meaningful and consistent profitability. The loss of any of our large customers, their inability to perform under their contracts, or their default in payment has reduced and, in the future, could significantly reduce our net sales and/or adversely impact our operating results. While our contracts with customers typically have certain firm purchase commitments and may includerequire provisionsour forcustomers theto paymentmake of amountspayments to us if a contract is terminated in certain eventscircumstances, ofthose contract termination,terms thesehave contractsin the past and may in the future be breached by our customers or subject to amendments made by us or requested by our customers.renegotiation. These contract terminationsbreaches orand amendmentsrenegotiations have and may continue to reduce the volume of modules to be sold under the contract,relevant adjustcontracts, postpone delivery schedules, and/or otherwise decrease the expectedrevenue revenuewe realize under these contracts andand, could significantly reduce our net sales andcorrespondingly, negatively impactimpact, potentially significantly, our results of operations. This includes cases where our ability to subsequently resell solar modules sold under terminated and/or renegotiated contracts may be constrained by the project lead times of our customers, their required module specifications, or other factors. For example, on September 30, 2025, First Solar filed a complaint in the Supreme Court of the State of New York asserting that BP Solar Holding LLC and its affiliate Lightsource Renewable Energy Trading, LLC breached their contractual obligations with First Solar, having entered into various master supply agreements to purchase solar modules from First Solar and then refusing to pay the amounts owed under the purchase orders. See Part I Item 3. “Legal Proceedings” for additional information. Additionally, although we require some form of payment security from our customers, such as cash deposits, parent guarantees, bank guarantees, surety bonds, or commercial letters of credit, in the event the providers of such payment security fail to perform their obligations, our operating results could be adversely impacted.

Many of our customers depend on debt and/or equity financing to fund the initial capital expenditure required to develop, build, and/or purchase a PV solar power system. As a result, an increase in interest rates, or a reduction in the supply of project debt financing or tax equity investments, could reduce the number of solar projects that receive financing or otherwise make it difficult for our customers to secure the financing necessary to develop, build, purchase, or install a PV solar power system on favorable terms, or at all, and thus lower demand for our solar modules, which could limit our growth or reduce our net sales. For additional information, see the Risk Factor entitled, “The modification, reduction, elimination, or expiration of government subsidies, economic incentives, eligibility limitations, tax incentives, renewable energy targets, and other support for on-grid solar electricity applications, or the impact of other public policies, such as tariffs or other trade remedies imposed on solar cells and modules or related raw materials or equipment, couldhave, and in the future could, negatively impact demand and/or price levels for our solar modules and limit our growth or lead to a reduction in our net sales or increase our costs, thereby adversely impacting our operating results.” In addition, we believe that a significant percentage of our customers install systems as an investment, funding the initial capital expenditure through a combination of equity and debt. An increase in interest rates could lower an investor’s return on investment in a system, increase equity return requirements, or make alternative investments more attractive relative to PV solar power systems and, in each case, could cause these customers to seek alternative investments.

Refer also to the Risk Factors entitled, “Our substantial international operations subject us to a number of risks, including unfavorable political, regulatory, labor, and tax conditions in the United States and/or foreign countries,” “The modification, reduction, elimination, or expiration of government subsidies, economic incentives, eligibility limitations, tax incentives, renewable energy targets, and other support for on-grid solar electricity applications, or the impact of other public policies, such as tariffs or other trade remedies imposed on solar cells and modules or related raw materials or equipment, couldhave, and in the future could, negatively impact demand and/or price levels for our solar modules and limit our growth or lead to a reduction in our net sales or increase our costs, thereby adversely impacting our operating results,” and “We may be unable to generate sufficient cash flows or have access to the sources of external financing necessary to fund planned capital investments in manufacturing capacity and product development.”

We expect to compete with future entrants into the PV solar industry and existing market participants that offer new or differentiated technological solutions. For example, while conventional solar modules are monofacial, meaning their ability to produce energy is a function of direct and diffuse irradiance on their front side, most module manufacturers offer bifacial modules that also capture diffuse irradiance on the back side of a module. Such technology can improve the overall energy production of a module relative to nameplate efficiencypower when applied in certain applications, which could potentially lower the overall LCOE of a system when compared to systems using conventional solar modules, including the modules we currently produce. Additionally, certain module manufacturers have introduced n-type mono-crystalline modules, such as tunnel oxide passivated contact (“TOPCon”) modules, which are expected tomay provide certain improvements to module efficiency, temperature coefficient, and bifacial performance, and claim to provide certain degradation advantages compared to other mono-crystalline modules. Finally, many of our competitors are promoting modules with larger overall area based on the use of larger silicon wafers. While the transition to such larger wafers would increase nameplate wattage,power, we believe the associated production cost would not improve significantly.

Our competitors have decided, and in the future could decidedecide, to reduce their sales prices in response to competition, even below their manufacturing costs, in order to generate sales, and may do so for a sustained period. Certain competitors, including many in China, may have direct or indirect access to sovereign capital or other forms of state support, which could enable such competitors to operate at minimal or negative operating margins for sustained periods of time. As a result, we may be unable to sell our solar modules at attractive prices, or for a profit, during any period of excess supply of solar modules, which would reduce our net sales and adversely affect our results of operations. Additionally, we may decide to lower our average selling prices to customers in certain markets in response to competition, which could also reduce our net sales and adversely affect our results of operations.

We have identified manufacturing issues affecting certain Series 7 modules manufactured in 2023 and 2024 that may cause the modules to experience premature power loss once installed in the field. We currently believe the primary causes of the issues have been identified and we have taken actions to address such issues. The ultimate loss we will incur for these manufacturing issues will depend on the extent of the premature power loss that is experienced in relation to the obligations under our limited product warranties, as well as any additional commitments we may make to remediate the affected modules. Based on currently available informationinformation, various settlement agreements with customers, and certain assumptions and estimates, we believe a reasonable estimate of the aggregate remaining losses related to these manufacturing issues will range from approximately $56$35 million to $100$75 million. At this time, no individual amount withinWithin that rangerange, iswe recorded a better estimate than any other amount. Accordingly, we increased our productspecific warranty liability byof $50 million as of December 31, 2025, which represents our best estimate of expected future losses related to the lowidentified end of the range. The estimated range set forth above was based on our evaluation of the currently available information, including select samples of module performance data from several locations, the estimated number of affected modules, and projections of probable costs to remediate themanufacturing issues. If any of our estimates or assumptions related to the above referenced manufacturing issues are not accurate, we may be required to accrue additional expenses, which could adversely impact our reputation, financial position, operating results, and cash flows.

If any of the other assumptions used in estimating our module warranties prove incorrect, we may also be required to accrue additional expenses, which could adversely impact our financial position, operating results, and cash flows. Although we have taken significant precautions to avoid future manufacturing issues from occurring, any manufacturing issues, including any additional commitments made by us to take remediation actions in respect of affected modules beyond the stated remedies in our warranties, could also adversely impact our reputation, financial position, operating results, and cash flows.

We need to continue to invest significant financial resources in R&D to further improve the energy yield of our modules and otherwise keep pace with technological advances in the solar industry. However, R&D activities are inherently uncertain, and we could encounter difficulties in commercializing our research results. We seek to continuously improve our products and processes, including, for example, certain planned improvements to our CdTe module technology and manufacturing capabilities, and the resulting changes carry potential risks in the form of delays, performance, additional costs, or other unintended contingencies. For example, we commenced a limited commercial production run of modules employing our copper replacement (“CuRe”) technology in late 20242024, and beginning in the first quarter of 2026, we intend to beginpermanently convert one of our Ohio facilities to CuRe, followed by a phased replication of the technology across certain manufacturing facilities within our fleet in the first quarter of 2026.fleet. Our CuRe program is intended to improve our current semiconductor structure by replacing copper with certain other elements that are expected to enhance module performance by improving its bifaciality characteristics, improving its temperature coefficient, and improving its warranted degradation. These technology attributes must be proven to be effective in real-world operating conditions. We may encounter unanticipated challenges as we implement design and process changes in connection with the CuRe program and other technology improvements.

Our failure to obtain raw materials and components that meet our quality, quantity, and cost requirements in a timely manner could interrupt or impair our ability to manufacture our solar modules, or increase our manufacturing costs. Several of our key raw materials and components, in particular CdTeCdTe, andtellurium, products containing tellurium, substrate glass, and manufacturing equipment are either single-sourced or sourced from a limited number of suppliers. As a result, the failure of any of our suppliers to perform could disrupt our supply chain and adversely impact our operations. In addition, some of our suppliers are smaller companies that may be unable to supply our increasing demand for raw materials and components as we expand or seek to expand our business. We may be unable to identify new suppliers or qualify their products for use on our production lines in a timely manner and on commercially reasonable terms. A constraint on our production may result in our inability to meet our capacity plans and/or our obligations under our customer contracts, which would have an adverse impact on our business. Additionally, reductions in our production volume may put pressure on suppliers, resulting in increased material and component costs.

A key raw material used in our module production process is a CdTe compound. Tellurium, one of the main components of CdTe, is mainly produced as a by-product of copper refining, and therefore, its supply is largely dependent upon demand for copper. If our competitors begin to use or increase their demand for tellurium, our requirements for tellurium increase, new applications for tellurium emerge, or adverse trade laws or policies restrict our ability to obtain tellurium from foreign vendors or make doing so cost prohibitive, the supply of tellurium, products containing tellurium, and related CdTe compounds could be reduced and prices could increase. For example, in early February 2025, China announced that it would tighten export controls for five key minerals, including products containing tellurium. As mentioned above, tellurium is one of the main components of our CdTe module production process. Although tellurium and products containing tellurium are sourced globally, China is a major global producer of tellurium and products containing tellurium. Exporters of tellurium and related products mayare begenerally required to obtain a license from the Chinese Ministry of Commerce, which may be difficult, costly, and time-consuming, and our suppliers may not be successful in obtaining necessary export licenses in a timely manner or at all. Challenges in obtaining required export licenses may disrupt certain aspects of our supply chain for tellurium and products containing tellurium, which could result in raw material cost increases and/or disrupted production timelines. A constraint on our production may result in our inability to (i) meet our capacity plans, (ii) meet obligations under our customer contracts, and/or (iii) realize transaction price adjustments associated with future module technology improvements, which could adversely impact our profitability and long-term growth objectives. See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Certain Trends and Uncertainties” for additional information regarding China’s export controls.

Our failure to effectively manage module manufacturing production and sellingrelated costs, including costs related to raw materials and logistics services, could render our solar modules uncompetitive and reduce our net sales, profitability, and/or market share.

Certain of our key raw material purchase contracts include variable pricing terms, which are driven by underlying indices for certain commodities, including aluminum, steel, and natural gas, among others. Fluctuations in such underlying commodity indices may increase our raw material costs. For example, in February 2025, the U.S. President announced an additional 10% tariff on all imports from China, which is related to the national security threat posed by China’s trade in fentanyl and other illegal narcotics. For additional information about global tariffs and trade developments, see the Risk Factor entitled, “The modification, reduction, elimination, or expiration of government subsidies, economic incentives, eligibility limitations, tax incentives, renewable energy targets, and other support for on-grid solar electricity applications, or the impact of other public policies, such as tariffs or other trade remedies imposed on solar cells and modules or related raw materials or equipment, couldhave, and in the future could, negatively impact demand and/or price levels for our solar modules and limit our growth or lead to a reduction in our net sales or increase our costs, thereby adversely impacting our operating results.”

Protection of our proprietary processes, methods, and other technology is critical to our business. Failure to protect and monitor the use of our existing intellectual property rights or to successfully commercialize future intellectual property rights could result in the loss of valuable technologies. We rely primarily on patents, trademarks, trade secrets, copyrights, and contractual restrictions to protect our intellectual property. We regularly file patent applications to protect certain inventions arising from our R&D and are currently pursuing such patent applications in various countries in accordance with our strategy for intellectual property in that jurisdiction.property. Our existing patents and future patents could be challenged, invalidated, circumvented, or rendered unenforceable. Our pending patent applications may not result in issued patents, or if patents are issued to us, such patents may not be sufficient to provide meaningful protection against competitors or against competitive technologies.

Third parties may infringe or misappropriate our proprietary technologies or other intellectual property rights, which could have a material adverse effect on our business, financial condition, and operating results. Policing unauthorized use of proprietary technology can be difficult and expensive. Additionally, litigation may be necessary to enforce our intellectual property rights, protect our trade secrets, or determine the validity and scope of the proprietary rights of others. For example, on February 25, 2025, we filed a lawsuit in the United States District Court for the District of Delaware against JinkoSolar and its related entities alleging infringement of certain of our U.S. TOPCon patents. On April 15, 2025, Mundra, whose parent corporation is Adani Green Technology Limited, filed a lawsuit in the United States District Court for the District of Delaware seeking a judgment declaring that it has not infringed two of our U.S. TOPCon patents. On May 9, 2025, we filed a lawsuit in the United States District Court for the District of Delaware against Canadian Solar and its related entities alleging infringement of certain of our U.S. TOPCon patents. Further, on February 24, 2026, we filed a petition with the USITC asserting that entities affiliated with Axitec Solar, Canadian Solar, JA Solar, JinkoSolar, Mundra, Philadelphia Solar, Hanwha QCells, Runergy, Trina Solar, and VSUN directly and indirectly infringe a First Solar patent through the importation and sale of certain TOPCon solar products. We cannot ensure that the outcome of such potential litigation will be in our favor, and such litigation may be costly and may divert management attention and other resources away from our business. An adverse determination in any such litigation or the related ex parte reexaminations may impair our intellectual property rights and may harm our business, prospects, and reputation. In addition, we have no insurance coverage against such litigation costs and would have to bear all costs arising from such litigation to the extent we are unable to recover them from other parties.

We are in the process of expanding our domestic manufacturing capacity by approximately 4 GW including the construction of our fifthsixth U.S. manufacturing facility,facility to onshore final production processes for modules initiated by our international fleet, which is expected to commence operations in the second half of 2025.2026. If we cannot successfully execute on our current capacity expansion plans, we may incur significant costs in excess of our expected investment for these new facilities. If we are not able to effectively manage current or future expansion activities or realize their anticipated benefits, it may adversely impact our results of operations.

We have received and expect to continue to receive certain financial benefits as a result of tax incentives providedenacted by the Inflation Reduction Act of 2022.2022 and amended by the One Big Beautiful Bill Act of 2025. If these financial benefits vary significantly from our assumptions, our business, financial condition, and results of operations could be adversely affected.

In August 2022, the previous U.S. President signed the IRA into law, which was intended to accelerate the country’s ongoing energytransition transition.to clean energy. The provisions of the IRA are generally effective for tax years beginning after 2022. We continue to evaluate the extent of benefits available to us, which we expect will favorably impact our results of operations in future periods. For example, we currently expect to qualify for the advanced manufacturing production credit under Section 45X of the IRC, which provides certain specified benefits for solar modules and certain solar module components manufactured in the United States and sold to third parties. For eligible components, the credit is equal to (i) $12 per square meter for a PV wafer, (ii) 4 cents multiplied by the capacity of a PV cell in watts, and (iii) 7 cents multiplied by the capacity of a PV module in watts. Based on the current form factor of our modules, we expectbelieve towe qualify for a credit of approximately 17 cents per watt for each module produced in the United States and sold to a third party.

Such credit may be refundable by the IRS or transferable to a third party and is available from 2023 to 2032, subject to phase down beginning in 2030. For example, induring December2025, 20242024, and December 2023, we entered into various agreements for the sales of Section 45X tax credits we generated in 20242025, 2024, and 2023, respectively. For further information, see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources.” However, there is no assurance that future sales of tax credits will be available to us on similar or alternative terms or at all. Furthermore,In connection with the potentialsale policiesof Section 45X tax credits, we agree to indemnify the purchasers for certain losses they may suffer, including as a result of any inability to claim all or any portion of the newSection 45X tax credits sold, subject to certain exceptions and limitations. If we are required to make an indemnification payment to a purchaser of a tax credit it may have a material impact on our results of operations and financial condition. Furthermore, the current U.S. presidential administration and control of the U.S. Congress have raised somepresent uncertainty as to the continued availability of financialcertain benefits available to us and others as a result of tax incentives provided by the IRA.benefits. For example, on January 20, 2025, the U.S. President issued anthe executive order entitled, “Unleashing American Energy,” which, among other things, indicated a lack of support for federal funding of certain solar and solar-related projects. Further, on July 4, 2025, the U.S. President signed H.R.1 into law, commonly referred to as the “One Big Beautiful Bill,” which significantly curtails the availability of certain energy tax credits.

Any modifications to the law or its effects arising, for example, through (i) technical guidance and regulations from the IRS and U.S. Treasury Department, including the certain aspects disclosed above, (ii) subsequent amendments to or interpretations of the law by the IRS, the U.S. Treasury Department, or the courts, (iii) future laws or regulations rendering certain provisions of the IRA less effective or ineffective, in whole or in part, and/or (iv) changes to U.S. government priorities, policies, and/or initiatives as a result of the newcurrent U.S. presidential administration and control of the U.S. Congress, could result in changes to the expected and/or actual benefits in the future, which could have a material adverse effect on demand and/or price levels for our solar modules, our net sales, and future expansion plans within the United States, and/or otherwise adversely impact our business, financial condition, and results of operations.

The use of cadmium or cadmium compounds in various products is also coming under increasingly stringent governmental regulation. Future regulation in this area could impact the design, manufacturing, sale, collection, and recycling of solar modules and could require us to make unforeseen environmental expenditures or limit our ability to sell and distribute our products. For example, European Union Directive 2011/65/EU on the Restriction of the Use of Hazardous Substances (“RoHS”) in electrical and electronic equipment (the “RoHS Directive”) restricts the use of certain hazardous substances, including cadmium and its compounds, in all electronic equipment sold into the European market, unless excluded from the law. Currently, PV solar modules are explicitly excluded from the scope of RoHS (Article 2), as adopted in June 2011. Other jurisdictions have adopted similar legislation or are considering doing so. The next revision of the RoHS Directive is expected in 2025. If PV modules were to be included in the scope of future RoHS revisions without an exemption or under similar regulations in other jurisdictions, we would be required to redesign our solar modules to reduce cadmium and other affected hazardous substances to the maximum allowable concentration thresholds in the RoHS Directive or other similar regulation in order to continue to offer them for sale within the EU or such other jurisdiction. As such actions would be impractical, this type of regulatory development would effectively close the affected market to us, which could have a material adverse effect on our business, financial condition, and results of operations.

Companies across many industries are facing increasing scrutiny related to their environmental, social and governance (“ESG”) practices. Investor advocacy groups, certain institutional investors, investment funds and other influential investors aremay also increasinglybe focused on ESG practices and in recent years have placed increasing importance on the non-financial impacts of their investments. While our vision is to lead the world’s sustainable energy future through solar technology that is eco-efficient and socially responsible, if our ESG practices do not meet investor or other industry stakeholder expectations, which continue to evolve, we may incur additional costs and our brand, business, and ability to attract and retain qualified employees may be harmed.

Furthermore, customer, investor, regulatory, and employee expectations in areas such as ESGcorporate responsibility have been rapidly evolvingevolving. and increasing. Specifically, regulatory bodies around the globe continue to develop ESG reporting requirements, many of which will be subject to independent audits. For example, certainCertain government agencies and regulators are considering rules requiring the disclosure of certain ESG matters, and Californiawe enactedmay newbe environmentalsubject to those disclosure lawsrequirements. For example, in October 2023 that will generally require additional disclosure and reporting by 2026. The new California laws,California, the Climate Corporate Data Accountability Act, and the Climate-Related Financial Risk Act each impose additional climate-related reporting requirements on large companies conducting business in the state of California.California, Weand we expect we will be subject to these new laws, which impose extensive reporting obligations about greenhouse gas emissions and climate-related financial risks. We also expect certain of our subsidiaries may be subject to the EU Corporate Sustainability Reporting Directive, which requires companies meeting certain criteria to disclose information about various ESG matters.laws. Our ability to compete and to meet investor or other industry stakeholder expectations also depends on effectively executing on our approach to responsible sourcing and supply chain due diligence. The enhanced stakeholder focus on ESG issues relating to First Solar requires the continuous monitoring of various and evolving standards and the associated reporting requirements. A failure to adequately meet regulatory requirements and stakeholder expectations or achieve our ESG-relatedcorporate responsibility-related goals may result in the loss of business, diluted market valuation, an inability to attract customers, or an inability to attract and retain top talent.

Our customers may be adversely affected by weather events and natural disasters, which could result in significant site damages, including damages to our solar modules installed at those sites. Damages may adversely impact our customers financially, and related business disruptions may delay or accelerate certain project timelines, which could result in an inability to perform under their contracts or otherwise deliver timely payment to us, if at all. Further, as a result of our own potential operational delays mentioned above, our ability to fulfill customer orders may be impaired or delayed, and we could incur significant losses. For additional information regarding the risks related to our customers, see the Risk Factor entitled, “The loss of any of our large customers, or the inability of our customers and counterparties to perform under their contracts with us, including through terminations by customers of any contract in part or in full, has reduced and, in the future, could significantly reduce our net sales and negatively impact our results of operations.”

We are subject to income taxes in the various jurisdictions in which we operate. Accordingly, we are subject to a variety of tax laws and interpretations of such laws by local tax authorities. Longstanding international tax laws that determine each country’s jurisdictional tax rights in cross-border international trade continue to evolve as a result of the base erosion and profit shifting reporting requirements and the introduction of the global minimum tax recommended by the Organisation for Economic Co-operation and Development (“OECD”). For example, the OECD Pillar Two framework introduces a global minimum corporate tax rate of 15% for companies with global revenues above certain thresholds. While it is uncertain whether the U.S. will enact legislation to adopt Pillar Two, certain jurisdictions in which we operate have adopted, and other jurisdictions are in the process of introducing, legislation to implement Pillar Two. As these legislativerules changesare developimplemented and expand,applied to our operating results, our effective tax rate and tax liabilities may be materially affected.affected, including as a result of the geographic mix and profitability of our operations. Given the complexities of Pillar Two, we expect to continue to monitor the changes and evaluate their potential impact to our results of operations.

We are America’s leading PV solar technology and manufacturing company. The only U.S.-headquartered company among the world’s largest solar manufacturers, First Solar is focused on competitively and reliably enabling power generation needs with our advanced, uniquely American thin film PV technology. Developed at R&D labs in California and Ohio, the Company’sour technology represents the next generation of solar power generation, providingprovides a competitive, high-performance, and responsibly produced alternative to conventional crystalline silicon PV solar modules. Our PV solar modules are produced using a fully integrated, continuous process that does not rely on Chinese crystalline silicon supply chains.

We are the world’s largest thin film PV solar module manufacturer and the largest PV solar module manufacturer in the Western Hemisphere. We recently commenced operations at our fourth and fifth manufacturing facilityfacilities in the United States and completed the expansion of our manufacturing footprint at our existing facilities in Ohio. We are in the process of further expanding our domestic manufacturing capacity, including the construction of our fifthsixth U.S. manufacturing facility into theonshore Unitedfinal States,production processes for modules initiated by our international fleet, which is expected to commence operations in the second half of 2025.2026. With aOur global manufacturing footprint that spans the United States, India, Malaysia, and Vietnam, we expect to have an annual manufacturing capacity of over 25 GW by 2026.Vietnam.

•During 2024,2025, we commenced production of Series 7 modules at our firstnew manufacturing facility in Alabama, bringing our total installed nameplate production capacity across all our facilities to approximately 21 GW.Louisiana. During 2024,2025, we produced 15.516.1 GW and sold 14.117.5 GW of solar modules. During 2025, we expect to produce between 18 GW and 19 GW and sell between 18 GW and 20 GW.

•In DecemberJune 2024,2025 and July 2025, we entered into two separate agreements with Visa Inc. (“Visa”) for the sale of $857.2$701.9 million of Section 45X tax credits we generated during 20242025 for aggregate cash proceeds of $818.6 million and received initial cash proceeds of $616.0$668.1 million. We expect to receivereceived the remainingfull cash proceeds during the firstyear quarterended ofDecember 31, 2025.

Solar energy is one of the fastest growing forms of renewable energy with numerous benefits, including economic benefits and speed of deployment, thatwhich make it an attractive complement to or substitute for traditional forms of energy generation. In recent years, the cost of producing electricity from PV solar power systems has decreasedgenerally to levels that arebeen competitive with or below theother wholesale priceforms of electricity in many markets.generation. Other technological developments in the renewable energy industry, such as the advancement of energy storage capabilities, have further enhanced the prospects of solar energy as an alternativeattractive complement to traditional forms of energy generation. As a result of these and other factors, worldwide solar markets continue to develop and expand. Government incentive programs, such as the IRA discussed previously, have contributed to this momentum by providing solar module manufacturers, project developers, and project owners with various incentives to accelerate the deployment of solar power generation. For more information about these incentive programs, see Item 1. “Business – Incentive Programs.”

Supply and Demand. As a result of the market opportunities described above, we recently commenced production of Series 7 modulesoperations at our firstfourth and fifth manufacturing facilityfacilities in Alabamathe United States and completed the expansion of our manufacturing footprint at our existing facilities in Ohio. We are in the process of further expanding our domestic manufacturing capacity, including the construction of our fifthsixth U.S. manufacturing facility,facility to onshore final production processes for modules initiated by our international fleet, which is expected to commence operations in the second half of 2025. We continue to evaluate opportunities for future expansion worldwide.2026. We believe manufacturers of solar cells and modules, particularly those in China, have significant installed production capacity, relative to global demand, and the ability for additional capacity expansion. Accordingly, we believe the solar industry may experience periods of structural imbalance between supply and demand, which could lead to periods of pricing volatility. Further, demand for solar energy in key markets, such as the United States and India, may be affected by the nature and extent of commitments to the renewable energy transition at the local and global levels. For example, certain large oil and gas and energy companies have experienced investor pressure to pursue returns commensurate with those currently associated with fossil fuel projects, where returns have become easier as fossil fuel prices have rebounded since the COVID-19 pandemic. Notwithstanding these considerations, utility and corporate demand for clean energy,energy and overall electric load growth, especially as a result of AI-driven data center demand, continue to increase. Internationally,Further, giveneven theon combinationan unsubsidized basis, utility-scale PV solar is cost competitive with conventional forms of (i)energy generation, including natural gas and nuclear, and is significantly faster to deploy than a Europeanfive-year Unionnatural marketgas capturedproject bydevelopment Chinese solar modules, which pricing is at levels neartimeline or below manufacturing costs, (ii) an India market effectively closed to Southeast Asian finished goods, (iii) the uncertain U.S. policy environment following the 2024 U.S. elections, and (iv) a supplymuch andlonger demandnuclear imbalanceproject for Southeast Asian product, we have decided to reduce production output of our Series 6 modules at our manufacturing facilities in Malaysia and Vietnam by a combined total of 1 GW in 2025. In light of such market realities, we continue to advocate for industrial and trade policies that provide a level playing field for domestic manufacturers of solar cells and modules. We also continue to focus on our strategies and points of differentiation, which include our advanced module technology, our manufacturing process and distributed manufacturing presence, our R&D capabilities, our commitment to responsible solar, and our financial stability.timeline.

Pricing Competition. The solar industry hascontinues beento be characterized by intense pricing competition, both at the module and system levels. This competition may result in an environment in which pricing falls rapidly, which could potentially increase demand for solar energy solutions but constrain the ability for module manufacturers and project developers to sustain meaningful and consistent profitability. Our results of operations could be adversely affected if competitors reduce pricing below their costs, bid aggressively low prices for module sale agreements, or are able to operate at minimal or negative operating margins for sustained periods of time. For certain of our competitors, including many in China, these practices may be enabled by their direct or indirect access to sovereign capital or other forms of state support. Although moduleModule average selling prices in many global markets continuehave todeclined. decline,However, recent module pricing in the United States, our primary market, has been relativelyremained stable due, in part, to the rising demand for domestically manufactured modules as a result of the IRA.IRA, energy tax credit eligibility restrictions (including foreign-entity-related limitations) as amended by the OBBBA, and tariffs on modules imported into the United States.

Diverse Offerings. We face intense competition from manufacturers of crystalline silicon solar modules and other emerging technologies. Solar module manufacturers compete with one another on sales price per watt, which may be influenced by several module value attributes, including energy yield, wattage (through a larger form factor or an improved conversion efficiency), degradation, sustainability, and reliability. Sales price per watt may also be influenced by warranty terms, customer payment terms, and/or module content attributes. We believe that utility-scale solar will continue to be a compelling offering and will continue to represent an increasing portion of the overall electricity generation mix. However, this focus on utility-scale module offerings exists within a current market environment that includes rooftop and distributed generation solar, which may influence our future offerings.

We continue to devote significant resources to support the implementation of our technology roadmap and improve the energy output of our modules. In the course of our R&D activities, we explore various technologies in our efforts to sustain competitive differentiation of our modules. Such technologies include the development of bifacial modules, the implementation of our CuRe program, and the ongoing researchR&D of a viable and developmentcommercially ofscalable multi-junctionperovskite solar modules.product.

•Bifacial. While conventional solar modules are monofacial, meaning their ability to produce energy is a function of direct and diffuse irradiance on their front side, most module manufacturers offer bifacial modules that also capture diffuse irradiance on the back side of a module. Bifaciality compromises nameplate efficiency,power, but by converting both front and rearback side irradiance, such technology may improve the overall energy production of a module relative to nameplate efficiencypower when applied in certain applications, which could lower the overall LCOE of a system when compared to systems using monofacial solar modules. We recently began commercial production of bifacial solar modules at certain of our manufacturing facilities and delivered our first bifacial modules to customers. Our bifacial module features an innovative transparent back contact which, in addition to converting both front and rear side irradiance, allows infrared light to pass through rather than be absorbed as heat. This design lowers the operational temperature of the module, resulting in a higher energy yield.

•CuRe. Our CuRe program is intended to improve our current semiconductor structure by replacing copper with certain other elements that are expected to enhance module performance by improving its bifaciality characteristics, improving its temperature coefficient, and improving its warranted degradation. As a result of these performance improvements, our PV solar modules are expected to produce more energy in real-world operating conditions over their estimated useful lives than crystalline silicon modules with the same nameplate capacity.power. In Maylate 2024, we achieved a new world record CdTe research cell conversion efficiency of 23.1%, which was based on our CuRe program and certified by the U.S. Department of Energy’s National Renewable Energy Laboratory. We commenced a limited commercial production run of modules employing our CuRe technologytechnology, and during the first half of 2025, we sold our first CuRe modules to customers. Beginning in latethe 2024first andquarter of 2026, we intend to beginpermanently convert one of our Ohio facilities to CuRe, followed by a phased replication of the technology across certain manufacturing facilities within our fleet in the first quarter of 2026.fleet.

Product Efficiencies. The efficiencies gained from the vertical integration of our manufacturing model and our cost management initiatives allow us to compete favorably in markets where pricing for modules and systems is highly competitive. Our cost competitiveness is based in large part on our advanced thin film semiconductor technology, module wattage, proprietary manufacturing process (which enables us to produce a CdTe module in a matter of hours using a continuous and highly automated industrial manufacturing process, as opposed to a batch process), and focus on operational excellence. In addition, our CdTe modules use approximately 2% to 3% of the amount of semiconductor material that is used to manufacture conventional crystalline silicon solar modules. The cost of polysilicon is a significant driver of the manufacturing cost of crystalline silicon solar modules, and the timing and rate of change in the cost of silicon feedstock and polysilicon could lead to changes in solar module pricing levels.

Energy Performance. In many climatesclimates, our solar modules provide certain energy production advantages relative to competing crystalline silicon solar modules. As a result, our solar modules can produce more annual energy in real-world operating conditions than conventional crystalline silicon modules with the same nameplate capacity.power. For more information about these advantages, see Item 1. “Business – Business Strategy.” Additionally, we generally warrant that our solar modules will produce at least 98% of their labeled power output rating during the first year, with the warranty coverage reducing by a degradation factor that is generally between 0.3% and 0.5%, depending on the module series, every year thereafter throughout the limited power output warranty period of up to 30 years.

While our modules are generally competitive in cost, reliability, and performance attributes, there can be no guarantee such competitiveness will continue to exist in the future to the same extentextent, or at all. Any declines in the competitiveness of our products could result in further declines in the average selling prices of our modules and additional margin compression. Accordingly, we continue to focus on enhancing the competitiveness of our solar modules through our module technology and cost reduction roadmaps.

Our business is evolving worldwide and is shaped by the varying ways in which our offerings can be compelling and economically viable solutions to energy needs in variousour key markets. In addressing electricity demands, we are focused on providing utility-scale module offerings in key geographic markets that we believe have a significant need for mass-scale PV solar electricity, including markets throughoutprimarily in the United States and India. We closely evaluate and monitor the appropriate level of resources required to support such markets and their associated sales opportunities. When deployed in utility-scale applications, our modules provide energy at a lower LCOE compared to traditional forms of energy generation, making them an attractive alternative to or replacement for aging fossil fuel-based generation resources. Accordingly, future retirements of aging energy generation resources represent a significant increase in the potential market for solar energy.generation.

Demand for our PV solar module offeringsmodules depends, in part, on marketcertain factors outside our control. For example, many governments have proposed or enacted policies or incentive programs intended to encourage renewable energy investments to achieve decarbonization objectives and/or establish greater energy independence. While we compete in markets that do not require solar-specific government subsidies or incentive programs, our net sales and profits remain subject to variability based on the availability and size of government subsidies and economic incentives. Adverse changes in these factors could increase the cost of utility-scale systems, which could reduce demand for our solar modules. Recent developments to government incentive programs include the following:

•United States. In August 2022, the previous U.S. President signed the IRA into law, which was intended to accelerate the country’s energyongoing transition.transition to clean energy. Among other things, the financial incentives provided by the IRA have significantly increased demand for modules manufactured in the United States. Accordingly, the demand for these solar modules is expected to increase domestic manufacturing in the near term, which may result in localized supply chain constraints and periods of inflationary pricing for certain of our key raw materials. The financial incentives provided by the IRA have also increased demand for solar modules in general due to the incremental tax credit available for the qualified production of clean hydrogen that is powered by renewable resources. Given the complexities of the IRA, we continue to evaluate the extent of benefits available to us, which we expect will favorably impact our results of operations in future periods. For example, we currentlyWe expect to qualify for the advanced manufacturing production credit under Section 45X of the IRC, which provides certain specified benefits for solar modules and solar module components manufactured in the United States and sold to third parties. See Note 9. “Government Grants” and Note 18. “Income Taxes” to our consolidated financial statements for discussion of our expectation ofHowever, the financialcurrent benefits available to us under the IRA and developments to technical guidance and regulations, respectively. Also, the newU.S. presidential administration and control of the U.S. Congress present uncertainty as to the continued availability of suchcertain benefits. For example, on January 20, 2025, the U.S. President issued the executive order entitled, “Unleashing American Energy,” which, among other things, indicated a lack of support for federal funding of certain solar and solar-related projects. Further, on July 4, 2025, the U.S. President signed H.R.1 into law, commonly referred to as the “One Big Beautiful Bill,” which significantly curtails the availability of certain energy tax credits. H.R.1 includes accelerating the termination of the clean electricity ITC and PTC in relation to solar and restricting tax credits if a taxpayer employs certain products and components produced by a supplier with ties to a FEOC. H.R.1 also severely limits Section 45X tax credit eligibility for products manufactured by, or with material assistance from, a FEOC. For more information about certain risks associated with the benefits available to us under the IRA, see Item 1A. “Risk Factors – We have received and expect to continue to receive certain financial benefits as a result of tax incentives providedenacted by the Inflation Reduction Act of 2022.2022 and amended by the One Big Beautiful Bill Act of 2025. If these financial benefits vary significantly from our assumptions, our business, financial condition, and results of operations could be adversely affected.”

Demand for our PV solar energy solutionsmodules also depends on domestic or international trade policies and government regulations, which may be proposed, revised, and/or enacted across short- and long-term time horizons with varying degrees of impact to our net sales, profit, and manufacturing operations. Changes in these policies and regulations could adversely impact the competitive landscape of solar markets, which could reduce demand for our solar modules. Recent revisions or proposed changes to trade policy and government regulations include the following:

•United States. In April 2024,2025, the AmericanU.S. AlliancePresident for Solar Manufacturing Trade Committee, which includes First Solar, filedimposed a set10% of“baseline” AD/CVDreciprocal petitionstariff withon thenearly USDOCall U.S. trading partners, and theadditional, USITChigher toreciprocal impose dutiestariffs on certain unfairlycountries. tradedEffective May 14, 2025, the United States entered into an agreement with China to lower the reciprocal tariff rate to 10% for 90 days. This agreement has since been extended until November 10, 2026. As it pertains to the countries where we manufacture solar productsmodules, fromIEEPA Cambodia,tariffs Malaysia,applied Thailand,to Vietnam (20%), India (25%), and Vietnam.Malaysia (19%). In August 2025, the U.S. President had imposed an additional 25% tariff on India over its purchases of Russian oil, resulting in an overall rate of 50%. On February 20, 2026, the U.S. Supreme Court ruled the IEEPA tariffs unlawful. President Trump responded immediately by revoking the IEEPA tariff actions and imposing new global tariffs pursuant to Section 122 of the Trade Act of 1974 (“Section 122”), which provides for tariffs up to 15% for a period of no more than 150 days. For more information about this development, see Item 1A. “Risk Factors – The modification, reduction, elimination, or expiration of government subsidies, economic incentives, eligibility limitations, tax incentives, renewable energy targets, and other support for on-grid solar electricity applications, or the impact of other public policies, such as tariffs or other trade remedies imposed on solar cells and modules or related raw materials or equipment, couldhave, and in the future could, negatively impact demand and/or price levels for our solar modules and limit our growth or lead to a reduction in our net sales or increase our costs, thereby adversely impacting our operating results.”

•United States. InEffective June 4, 2025, the U.S. President increased tariffs on imported aluminum and steel articles under Section 232 from 25% to 50%. Effective August 1, 2025, the U.S. President imposed tariffs of 50% on copper under Section 232. Effective October 2023,14, 2025, the U.S. President imposed tariffs of 10% on imported softwood timber and lumber products under Section 232. Further, on April 22, 2025, the U.S. Secretary of Commerce initiated an investigation to determine the effects on the national security of imports of processed critical minerals, as well as their derivative products, under Section 232; on July 1, 2025, the U.S. Secretary of Commerce initiated a coalitionSection 232 investigation to determine whether imports of U.S. aluminum extruderspolysilicon and aits laborderivatives unionimpair filedU.S. AD/CVDnational petitionssecurity; withand on September 2, 2025, the USDOCU.S. Secretary of Commerce initiated an investigation to determine the effects on the national security of imports of robotics and theindustrial USITCmachinery relatedunder toSection aluminum extrusions from 15 countries. We import certain items that are within the scope of the investigations. The USDOC issued preliminary and final antidumping determinations in May and September 2024, respectively, both of which found that our Malaysian supplier of aluminum extrusions was not dumping.232. For more information about thisthe development,context of these developments, see Item 1A. “Risk Factors – The modification, reduction, elimination, or expiration of government subsidies, economic incentives, eligibility limitations, tax incentives, renewable energy targets, and other support for on-grid solar electricity applications, or the impact of other public policies, such as tariffs or other trade remedies imposed on solar cells and modules or related raw materials or equipment, couldhave, and in the future could, negatively impact demand and/or price levels for our solar modules and limit our growth or lead to a reduction in our net sales or increase our costs, thereby adversely impacting our operating results.”

•India.United TheStates. ALMMIn wasApril introduced2024, inthe 2021American asAlliance for Solar Manufacturing Trade Committee, which includes First Solar, filed a non-tariffset barrierof AD/CVD petitions with the USDOC and the USITC to incentivizeimpose domesticduties manufacturingon ofcertain PVunfairly modulestraded bysolar approvingproducts thefrom listCambodia, ofMalaysia, modelsThailand, and manufacturersVietnam. whoFollowing canfinal participateaffirmative in certain solar development projects. The ALMM is approveddeterminations by the MNRE,USDOC and anyUSITC modificationsthat identified final subsidy rates of 534.67% to the3,403.96% ALMMfor Cambodia, 14.64% to 168.8% for Malaysia, 263.74% to 799.55% for Thailand, and its68.15% applicationto may542.64% affectfor futureVietnam, investmentsAD/CVD inorders, including the assessment of countervailing duties and suspension of liquidation of such products, were issued on June 9, 2025. On July 17, 2025, the Alliance for American Solar Manufacturing and Trade filed another set of AD/CVD petitions with the USDOC and the USITC to impose duties on unfairly traded crystalline silicon solar moduleproducts manufacturingfrom inIndia, India.Indonesia, Forand example,Laos. inIn Decemberaddition 2024,to a range of alleged illegal subsidies, the ALMMpetitioners wasidentified amendeddumping margins of 213.96% for India, 89.65% for Indonesia, and 245.79 to require nearly all solar development projects to use PV modules that contain domestically manufactured solar cells, which is expected to be effective249.09% for such projects completed on or after June 2026.Laos. For more information about thethis ALMM,development, see Item 1A. “Risk Factors – The modification, reduction, elimination, or expiration of government subsidies, economic incentives, eligibility limitations, tax incentives, renewable energy targets, and other support for on-grid solar electricity applications, or the impact of other public policies, such as tariffs or other trade remedies imposed on solar cells and modules or related raw materials or equipment, couldhave, and in the future could, negatively impact demand and/or price levels for our solar modules and limit our growth or lead to a reduction in our net sales or increase our costs, thereby adversely impacting our operating results.”

Our ability to provide solar modules on economically attractive terms is also affected by the availability and cost of logistics services associated with the procurement of raw materials or equipment used in our manufacturing process and the shipping, handling, storage, and distribution of our modules. To mitigate certain logistics costs, we employ commercial contract structures that provide additional consideration to us if the cost of logistics services, excluding demurrage and detention, exceeds defined thresholds. We may also adjust our shipping plans to include additional lead times for module deliveries and/or utilizeuse our network of U.S. distribution centers to mitigate logistics costs. Additionally, our manufacturing capacity expansions are expected to bring production activities closer to customer demand, further mitigating our exposure to the cost of ocean freight.

We generally price and sell our solar modules on a per watt basis. As of December 31, 2024,2025, we had entered into contracts with customers for the future sale of 68.550.1 GW of solar modules for an aggregate transaction price of $20.5$15.0 billion, which we expect to recognize as revenue through 2030 as we transfer control of the modules to our customers. This volume and transaction price exclude contracts with customers in India for which payment has not been fully secured. This volume includes contracts for the sale of 37.123.2 GW of solar modules with anticipated price adjustments for future module technology improvements, including enhancements to certain energy related attributes. Based on these potential improvements, the contracted module volume as of December 31, 2024,2025, the expected timing of such improvements being incorporated into our manufacturing process, and the expected timing of module deliveries, such adjustments, if realized, could result in additional revenue of up to $0.7$0.6 billion, the majority of which would be recognized betweenin 20262027 and 2028. In addition to these price adjustments, certain of our contracts with customers may include favorable price adjustments associated with sales freight in excess of defined thresholds and/or favorable or unfavorable price adjustments associated with changes to (i) sales freight in excess of defined thresholds, (ii) changes to certain commodity prices, (iiiii) the module wattage committed for delivery, and (iiiiv) the volume of modules sold that meet certain U.S. domestic content requirements.requirements, and (v) changes to certain tariff structures within a defined threshold, among other things. As a result, the revenue recognized from such contracts may increase or decrease in future periods relative to the original transaction price.price or may otherwise be impacted if a contract is canceled.

We monitor our modules’ expected performance through quality and reliability testing, as well as actual performance in certain field installation sites. Any declines in the expected performance attributes of our modules could adversely impact our financial results due to declines in the average selling prices of our modules and additional margin compression. For example, the recently identified manufacturing issues affecting certain Series 7 modules may adversely impact the average selling prices of our modules or the carrying value of our inventories. These manufacturing issues may also increase product warranty claims by our customers to resolve the premature power loss in affected modules. The remediation of any identified issues in our manufacturing process may result in increased costs as we resolve the identified issues. Any future manufacturing issues, including any additional commitment made by us to remediate the affected modules beyond our limited warranty, could also adversely impact our reputation, financial position, operating results, and cash flows. We may also be subject to certain other risks and uncertainties surrounding module performance as described in Item 1A. “Risk Factors – Problems with product quality or performance may cause us to incur significant and/or unexpected contractual damages and/or warranty and related expenses, damage our market reputation, and prevent us from maintaining or increasing our market share.”

We continue to increase the nameplate production capacity of our existing manufacturing facilities by improving our production throughput, increasing module wattage, and reducing manufacturing yield losses. Additionally, we are in the process of expanding our domestic manufacturing capacity; by approximately 4 GW, including the construction of our fifth manufacturing facility in the United States, as well as capacity expansion at our existing facilities. Thisthis additional capacity, and any other potential investments to add to or otherwise modify our existing manufacturing capacity in response to market demand and competition, may require significant internal and possibly external sources of capital, and may be subject to certain risks and uncertainties described in Item 1A. “Risk Factors,” including those described under the headings “Our future success depends on our ability to effectively balance manufacturing production with market demand, effectively manage our cost per watt, and, when necessary, continue to build new manufacturing plants over time in response to market demand, all of which are subject to risks and uncertainties” and “If any future production lines are not built in line with committed schedules, it may adversely affect our future growth plans. If any future production lines do not achieve operating metrics similar to our existing production lines, our solar modules could perform below expectations and cause us to lose customers.”

OurFirst primarySolar segmentoperates isas our modulesone business, which involves the design, manufacture, and sale of CdTe solar modules, which convert sunlight into electricity. Third-partyAs such, we operate as a single operating segment. Our third-party customers of our modules segment include system developers, independent power producers, utilities, commercial and industrial companies, large corporate energy buyers, and other system owners and operators. Our residual business operations include certain project development activities, operations and maintenance (“O&M”) services, the results of operations from PV solar power systems we owned and operated in certain international regions, and the sale of such systems to third-party customers.

We generally price and sell our solar modules on a per watt basis. During 2024,2025, noSilicon customerRanch Corporation and NextEra Energy each accounted for 10% or more of our modules business net sales, and the majority of our solar modules were sold to developers and operators of systems in the United States. Substantially all of our modules business net sales during 20242025 were denominated in U.S. dollars. We recognize revenue for module sales at a point in time following the transfer of control of the modules to the customer, which typically occurs upon delivery of the modules to the location specified in the terms of the underlying contract. The revenue recognition policies for module sales are further described in Note 2. “Summary of Significant Accounting Policies” to our consolidated financial statements. Net sales from our residual business operations primarily consist of revenue recognized for sales of development projects or completed systems, including any modules installed in such systems and any revenue from energy generated by such systems. In certain prior periods, our residual business operations also included O&M services we provided to third parties.

The following table shows net sales by reportable segment for the years ended December 31, 2025, 2024, 2023, and 20222023:

Our modules business cost of sales includes the cost of raw materials and components for manufacturing solar modules, such as glass, transparent conductive coatings, CdTe and other thin film semiconductors, laminate materials, connector assemblies, edge seal materials, and frames or back rails. In addition, our cost of sales includes direct labor for the manufacturing of solar modules and manufacturing overhead, such as engineering, equipment maintenance, quality and production control, and information technology. Our cost of sales also includes depreciation of manufacturing plant and equipment, facility-related expenses, environmental health and safety costs, and costs associated with shipping,logistics, warranties, and solar module collection and recycling (excluding accretion). Cost of sales for our residual business operations includes project-related costs, such as development costs (legal, consulting, transmission upgrade, interconnection, permitting, and other similar costs), EPC costs (consisting primarily of solar modules, inverters, electrical and mounting hardware, project management and engineering, and construction labor), and site-specific costs.

The following table shows cost of sales by reportable segment for the years ended December 31, 2025, 2024, 2023, and 20222023:

Cost of sales increased $330.5$750.6 million, or 16%,32%, and decreasedincreased 5.03.6 percentage points as a percent of net sales when comparing 20242025 with 2023.2024. The increase in cost of sales was driven by a $322.7 million increase in our modules segment cost of sales primarily as a result of (i) higher costs of $532.2$651.6 million fromdue to an increase in the volume of modules sold,sold; (ii) higher module storageproduction costs of $102.6$216.5 million, largely due to a higher sales mix of U.S.-produced modules and tariffs on raw materials; (iii) higher saleslogistics freight chargescosts of $43.1$173.1 million, which included detention and demurrage charges; (iv) higher warehousing costs of $130.7 million; and (v) tariffs on international modules imported into the United States of $94.4 million. These increases were partially offset by (ivvi) a higher sales mix of modules qualifying for the advanced manufacturing production credit under Section 45X of the IRC, which decreased cost of sales by $346.4$601.8 million.

Gross profit may be affected by numerousvarious factors, including the selling prices of our modules and the selling prices of projects and services included in our residual business operations,modules, our manufacturing costs, the capacity utilization of our manufacturing facilities, and foreign exchange rates. Gross profit may also be affected by the mix of net sales from our modules business and residual business operations.

•United States — IEEPA Tariffs. In 2025, the U.S. President imposed a series of tariffs on nearly all U.S. trading partners pursuant to the IEEPA. On February 20, 2026, the U.S. Supreme Court ruled the IEEPA tariffs unlawful. President Trump responded immediately by revoking the IEEPA tariff actions and imposing new global tariffs pursuant to Section 122,122 whichof provides for tariffs up to 15%10% for a period of no more than 150 days.days, which terminated on July 24, 2026, at which time the USTR implemented a final action under Section 301 of the Trade Act of 1974, to impose tariffs on 60 countries related to the failure to impose and effectively enforce a prohibition on the importation of goods produced with forced labor. The additional,USTR higherimposed an effective tariff of 10% on several countries, including Malaysia, India, and the EU, and an effective tariff of 12.5% on the remaining countries, including China and Vietnam. The USTR is also conducting several additional Section 301 investigations, including an investigation of structural excess capacity and production in manufacturing in 16 countries. These investigations could result in additional tariffs on imports from China, the EU, India, Malaysia, and Vietnam. Tariffs have increased the costs of our solar modules manufactured in these countries with respect to our U.S. market. Further, such circumstances have impacted and may continue to impact our ability to sell certain modules into the United States and therefore may continue to also impact the operational status of certain of our international manufacturing facilities. As a result, our operating results may continue to be adversely impacted by these tariffs.

•United States — Additional Tariffs on Certain Chinese Imports. The United States currently imposes tariffs on various articles imported from China, including tariffs of 50% on crystalline silicon solar cells and tariffs of 25% on modules, based on an investigation under Section 301 of the Trade Act of 1974. In 2025, the U.S. President imposed an additional 10% tariff on all imports from China, related to the national security threat posed by China’s trade in fentanyl and other illegal narcotics and a 10% reciprocal tariff on China, effective until November 10, 2026, under IEEPA. On February 20, 2026, the U.S. Supreme Court ruled the IEEPA tariffs unlawful, and President Trump immediately revoked the IEEPA tariff actions, including the additional tariffs on China, and replaced them with a new 10% global tariff pursuant to Section 122. On July 24, 2026, the USTR imposed a 12.5% tariff on China pursuant to Section 301 related to failure to effectively enforce a prohibition on the importation of goods produced with forced labor. Our operating results could be adversely impacted by revocation of the IEEPA tariffs on China.

We are the world’s largest thin film PV solar module manufacturer and the largest PV solar module manufacturer in the Western Hemisphere. We recently commenced operations at our fifth manufacturing facility in the United States. We are in the process of further expanding our domestic manufacturing capacity, including the construction of our sixth U.S. manufacturing facility in South Carolina to onshore final production processes for modules initiated by our international fleet, whichwith isthe first phase expected to commence operations in the second half of 2026. Our global manufacturing footprint spans the United States, India, Malaysia, and Vietnam.

Certain of our financial results and other key operational developments for the three months ended MarchJune 31,30, 2026 include the following:

•Net sales for the three months ended MarchJune 31,30, 2026 increaseddecreased by 23.6%3.7% to $1.0$1.1 billion compared to $0.8 billion for the same period in 2025. The increasedecrease was primarily due to lower revenue associated with customer contract terminations, partially offset by a 30.9%5.3% increase in the volume of modules sold to third parties, partially offset by a lower average sales price per watt, resulting from an increase in the volume of modules sold in India.parties.

•Gross profit as a percentage of net sales for the three months ended MarchJune 31,30, 2026 increased 5.811.7 percentage points to 46.6%57.3% from 40.8%45.6% for the same period in 2025. The increase was primarily due to lowerthe logisticsnet costs,benefit whichrelated includedto detentionexpected andIEEPA demurragetariff charges,refunds andless estimated amounts payable to customers; a higher sales mixvolume of modules qualifying for the advanced manufacturing production credit under Section 45X of the IRC,IRC; and lower logistics costs, partially offset by a lower averagerevenue salesassociated pricewith percustomer watt.contract terminations and higher duties and tariffs.

•During the three months ended MarchJune 31,30, 2026, we produced 4.3 GW and sold 3.83.7 GW of solar modules.modules, compared to 4.2 GW produced and 3.6 GW sold in the same period in 2025.

Solar energy is one of the fastest growing forms of renewable energy with numerous benefits, including economic benefits and speed of deployment, which make it an attractive complement toto, or substitute forfor, traditional forms of energy generation. In recent years, the cost of electricity from PV solar power systems has generally been competitive withwith, or belowbelow, other forms of generation. Other technological developments in the renewable energy industry, such as the advancement and availability of energy storage capabilities, have further enhanced the prospects of solar energy as an attractive complement to traditional forms of energy generation. As a result of these and other factors, worldwide solar markets continue to develop and expand.

Government incentive programs have contributed to this momentum by providing solar module manufacturers, project developers, and project owners with various incentives to accelerate the deployment of solar power generation. Our net sales and profits remain subject to variability based on the availability and size of these programs, including tax and production incentives, renewable portfolio standards, and other incentive programs intended to stimulate economies, achieve decarbonization initiatives, and/or establish greater energy independence.independence, and achieve decarbonization initiatives.

As a result of the market opportunities described above, we recently commenced operations at our fifth manufacturing facility in the United States. We are in the process of further expanding our domestic manufacturing capacity, including the construction of our sixth U.S. manufacturing facility in South Carolina to onshore final production processes for modules initiated by our international fleet, whichwith isthe first phase expected to commence operations in the second half of 2026. We believe manufacturers of solar cells and modules, particularly those in China, have significant excess installed production capacity, relative to global demand, and the ability for additional capacity expansion. Accordingly, we believe the solar industry may experience periods of structural imbalance between supply and demand, which could lead to periods of pricing volatility. Further, demand for solar energy in key markets, such as the United States and India, may be affected by the nature and extent of commitments to the renewable energy transition at the local and global levels. Notwithstanding these considerations, utility and corporate demand for energy and overall electric load growth, especially as a result of artificial intelligence-driven data center demand, continue to increase. Further,However, such data center demand may be adversely affected by opposition from local communities who may pose obstacles to, or cause delays in, the permitting and construction of these facilities. In addition, data centers may address their large energy needs from sources that compete with solar energy, such as on- or off-grid natural gas. Despite these factors, utility-scale PV solar, even on an unsubsidized basis, utility-scale PV solar is cost competitive with conventional forms of energy generation, including natural gas and nuclear, and is significantly faster to deploy than a five-year natural gas project development timeline or a much longer nuclear project timeline.

However, given the combination of (i) a European market captured by Chinese solar modules, where pricing is at levels near or below manufacturing costs; (ii) an Indian market effectively closed to Southeast Asian products; (iii) a general supply and demand imbalance for Southeast Asian products; and (iv) certain tariffs on modules imported into the United States, we have reduced production of Series 6 modules at our international manufacturing facilities. In light of these market realities, we continue to advocate for industrial and trade policies that provide a level playing field for manufacturers of solar wafers, cells, and modules. We also continue to focus on our strategies and points of differentiation, which include our proprietary advanced module technology, our manufacturing process and distributed manufacturing presence, our localized supply chain,chains, our R&D capabilities, our commitment to responsible solar, and our financial stability.

The solar industry continues to be characterized by intense pricing competition, both at the module and system levels. This competition may result in an environment in which pricing falls rapidly, which could potentially increase demand for solar energy solutions but constrain the ability for module manufacturers and project developers to sustain meaningful and consistent profitability. Our results of operations could be adversely affected if competitors reduce pricing below their costs, bid aggressively low prices for module sale agreements, or are able to operate at minimal or negative operating margins for sustained periods of time. For certain of our competitors, including many in China, these practices may be enabled by their direct or indirect access to sovereign capital or other forms of state support. ModuleDespite averagethis selling prices in many global markets have declined. However,competition, recent module pricing in the United States, our primary market, has remained stable due, in part, to the rising demand for domestically manufactured modules as a result of the IRA, energy tax credit eligibility restrictions (including foreign-entity-related limitations) as amended by the One Big Beautiful Bill Act of 2025 (“OBBBA”), and tariffs on modules imported into the United States.

We face intense competition from manufacturers of crystalline silicon solar modules and other emerging technologies. Solar module manufacturers compete with one another on sales price per watt, which may be influenced by several module value attributes, including energy yield, wattage (through a larger form factor or an improved conversion efficiency), degradation, sustainability, and reliability. Sales price per watt may also be influenced by warranty terms, customer payment terms, and/or module attributes. We believe that utility-scale solar will continue to be a compelling offering and will continue to represent an increasing portion of the overall electricity generation mix. However, this focus on utility-scale module offerings exists within a current market environment that also includes rooftop and distributed generation solar, which may influence our future offerings.

•CuRe. Our CuRe program is intended to improve our current semiconductor structure by replacing copper with certain other elements that are expected to enhance module performance by improving its bifaciality characteristics, improving its temperature coefficient, and improving its warranted degradation. As a result of these performance improvements, our PV solarCuRe modules are expected to produce more energy in real-world operating conditions over their estimated useful lives than crystalline silicon modules with the same nameplate power. In late 2024, we commenced a limited commercial production run of modules employing our CuRe technology, and duringDuring the first half of 2025, we sold our first CuRe modules to customers. During the three months ended March 31, 2026, we permanently converted one of our Ohio facilities to CuRe,our CuRe technology and intend to follow thisproceed with a phased replication of the technology across certain manufacturing facilities within our fleet.

•Perovskite. We continue to research and develop our thin-film semiconductor technology, with a focus on the use of perovskite thin films. Perovskites have the potential to significantly increase the efficiency and reduce the cost of PV solar modules either through single-junction or potentially multi-junction devices. Supported by the associates at our California and European Technology Centers, we continue to advance our work on improving both the efficiency and stability of this technology in developing a commercially scalable perovskite product. Our investment in this technology also includes the construction and operation of a dedicated perovskite development line at ourin Ohio facility.and a perovskite pilot line that is expected to be available in 2027.

Our business is evolving worldwide and is shaped by the varying ways in which our offerings can be compelling and economically viable solutions to energy needs in our key markets. In addressing electricity demands, we are focused on providing utility-scale module offerings in markets that we believe have a significant need for mass-scale PV solar electricity, including markets primarily in the United States and India. We closely evaluate and monitor the appropriate level of resources required to support such markets and their associated sales opportunities. When deployed in utility-scale applications, our modules provide energy at a lower LCOE compared to traditional forms of energy generation.

Demand for our PV solar modules depends, in part, on certain factors outside our control. For example, many governments have proposed or enacted policies or incentive programs intended to encourage renewable energy investments to achieve decarbonization objectives and/or establish greater energy independence. While we compete in markets that do not require solar-specific government subsidies or incentive programs,Accordingly, our net sales and profits remainare subjectaffected to variability based onby the availability and size of these government subsidies and economic incentives. Adverse changes in these factors could increase the cost of utility-scale systems, which could reduce demand for our solar modules. Recent developments to government incentive programs include the following:

•United States. In August 2022, the previous U.S. President signed the IRA into law, which was intended to accelerate the country’s ongoing transition to clean energy. Among other things, the financial incentives provided by the IRA have significantly increased demand for modules manufactured in the United States. We expect to qualify for the advanced manufacturing production credit under Section 45X of the IRC, which provides certain specified benefits for solar modules and solar module components manufactured in the United States and sold to third parties. However, onin January 20, 2025, the U.S. President issued the executive order entitled, “Unleashing American Energy,” which, among other things, indicated a lack of support for federal funding of certain solar and solar-related projects. Further, onin July 4, 2025, the U.S. President signed H.R.1 into law, commonly referred to as the “One Big Beautiful Bill,” which significantly curtails the availability of certain energy tax credits. H.R.1 includes accelerating the termination of the clean electricity Investment Tax Credit (“ITC”) and Production Tax Credit (“PTC”) in relation to solar and restricting tax credits if a taxpayer employs certain products and components produced by a supplier with ties to a foreign entity of concern (“FEOC”). H.R.1 also severely limits Section 45X tax credit eligibility for products manufactured by, or with material assistance from, a FEOC. For more information about certain risks associated with the benefits available to us under IRA, see Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025.

•United States. In April 2025, the U.S. President imposed a 10% “baseline” reciprocal tariff on nearly all U.S. trading partners, and additional, higher reciprocal tariffs on certain countries pursuant to the International Emergency Economic Powers Act (“IEEPA”).IEEPA. In February 2026, the U.S. Supreme Court ruled the IEEPA tariffs unlawful. Since that ruling, the U.S. Court of International Trade ordered U.S. Customs and Border Protection to commence the process of refunding IEEPA tariffs. WeThe expectrefunds we ultimately recover may differ from the full amount we previously paid, and that difference may be material. Moreover, our expected refunds may be offset by related customer refund obligations due to accountcustomers for payments made in connection with the potentialIEEPA recoverytariffs. ofPresident theseTrump responded to the U.S. Supreme Court’s decision by revoking the IEEPA tariff actions and imposing new global tariffs usingpursuant ato lossSection recovery model under ASC 450. The ruling did not address the details122 of the refundTrade process,Act of 1974 (“Section 122”) of 10%. The Section 122 tariff terminated on July 24, 2026, at which time the Office of the United States Trade Representative (“USTR”) implemented a final action under Section 301 of the Trade Act of 1974, to impose tariffs on 60 countries related to the failure to impose and thereforeeffectively enforce a prohibition on the ultimateimportation availability,of timing,goods produced with forced labor. The USTR imposed an effective tariff of 10% on several countries, including Malaysia, India, and amountthe EU, and an effective tariff of any12.5% potentialon refundsthe remaining countries, including China and Vietnam. The USTR is also conducting several additional Section 301 investigations, including an investigation of IEEPAstructural excess capacity and production in manufacturing in 16 countries. These investigations could result in additional tariffs remainson uncertain.imports Asfrom such,China, wethe haveEU, currentlyIndia, determinedMalaysia, thatand potential recovery of any funds is not probable.Vietnam. We plan to continue to monitor changes to the trade policies of the United States and other countries that could impact our financial position, results of operations, and cash flows. Further, if we are successful in collecting refunds for the IEEPA tariffs, the refunds we ultimately recover may differ from the full amount we previously paid, and that difference may be material. Moreover, any potential refunds may be offset by refunds due to customers for payments made in connection with the IEEPA tariffs. President Trump responded immediately by revoking the IEEPA tariff actions and imposing new global tariffs pursuant to Section 122 of the Trade Act of 1974 (“Section 122”), which provides for tariffs up to 15% for a period of no more than 150 days. For more information about thisthese development,developments, see Part II. “Other Information” Item 1A. “Risk Factors – The modification, reduction, elimination, or expiration of government subsidies, economic incentives, eligibility limitations, tax incentives, renewable energy targets, and other support for on-grid solar electricity applications, or the impact of other public policies, such as tariffs or other trade remedies imposed on solar cells and modules or related raw materials or equipment, have impacted, and in the future could negatively impact demand and/or price levels for our solar modules and limit our growth or lead to a reduction in our net sales or increase our costs, thereby adversely impacting our operating results.”

•India. The Approved List of Models and Manufacturers (“ALMM”) was introduced in 2021 as a non-tariff barrier to incentivize domestic manufacturing of PV modules by approving the list of models and manufacturers who can participate in certain solar development projects. The ALMM is approved by the Ministry of New and Renewable Energy (“MNRE”), and any modifications to the ALMM and its application may affect future investments in solar module manufacturing in India. For example, in December 2024, the ALMM was amended to require nearly all solar development projects to use PV modules that contain domestically manufactured solar cells, which is expected to be effective for such projects completed on or after June 2026; in August 2025, the relevant list of qualifying entities was released, which included First Solar as an approved manufacturer. Further, in September 2025, the MNRE released draft amendments that would require nearly all solar development projects to use PV modules that contain domestically manufactured wafers, which is expected to be effective for such projects completed on or after June 2028; the proposed list was released at that time, which included First Solar as an approved manufacturer. In November 2025, the MNRE released a draft proposal that would increase the minimum efficiency of PV modules for manufacturers to be included in the ALMM beginning in 2027, which wouldmay potentiallyadversely impactaffect First Solar’sour ability to sell modules within the Indian market. For more information about the ALMM, see Part II. “Other Information” Item 1A. “Risk Factors – The modification, reduction, elimination, or expiration of government subsidies, economic incentives, eligibility limitations, tax incentives, renewable energy targets, and other support for on-grid solar electricity applications, or the impact of other public policies, such as tariffs or other trade remedies imposed on solar cells and modules or related raw materials or equipment, have impacted, and in the future could negatively impact demand and/or price levels for our solar modules and limit our growth or lead to a reduction in our net sales or increase our costs, thereby adversely impacting our operating results.”

We generally price and sell our solar modules on a per watt basis. As of MarchJune 31,30, 2026, we had entered into contracts with customers for the future sale of 47.945.1 GW of solar modules for an aggregate transaction price of $14.4$13.6 billion, which we expect to recognize as revenue through 2030 as we transfer control of the modules to our customers. This volume and transaction price exclude contracts with customers in India for which payment has not been fully secured. This volume includes contracts for the sale of 23.421.6 GW of solar modules with anticipated price adjustments for future module technology improvements, including enhancements to certain energy related attributes. Based on these potential improvements, the contracted module volume as of MarchJune 31,30, 2026, the expected timing of such improvements being incorporated into our manufacturing process, and the expected timing of module deliveries, such adjustments, if realized, could result in additional revenue of up to $0.6$0.5 billion, the majority of which would be recognized in 2027 and 2028. In addition to these price adjustments, certain of our contracts with customers may include favorable or unfavorable price adjustments associated with changes to (i) sales freight in excess of defined thresholds, (ii) changes to certain commodity prices, (iii) the module wattage committed for delivery, (iv) the volume of modules sold that meet certain U.S. domestic content requirements, and (v) changes to certain tariff structures within a defined threshold, among other things. As a result, the revenue recognized from such contracts may increase or decrease in future periods relative to the original transaction price or may otherwise be impacted if a contract is canceled.

While our contracts with customers typically have certain firm purchase commitments and may require our customers to make payments to us if a contract is terminated in certain circumstances, those contract terms have in the past and may in the future be breached by our customers or be subject to renegotiation. Among other things, these contract breaches and renegotiations have reduced, and may continue to reduce, the volume of modules sold under the relevant contracts and/or the extent of anticipated price adjustments for future module technology improvements, thereby reducing future sales of solar modules. Furthermore, our ability to subsequently resell solar modules sold under terminated and/or renegotiated contracts may be constrained by the project lead times of our customers, their required module specifications, or other factors. For example, onin September 30, 2025, First Solar filed a complaint in the Supreme Court of the State of New York asserting that BP Solar Holding LLC and its affiliate Lightsource Renewable Energy Trading, LLC breached their contractual obligations with First Solar, having entered into various master supply agreements to purchase solar modules from First Solar and then refusing to pay the amounts owed under the purchase orders. For more information about this development, see Part II. “Other Information” Item 1. “Legal Proceedings.”

The following table sets forth our condensed consolidated statements of operations as a percentage of net sales for the three and six months ended MarchJune 31,30, 2026 and 2025:

We generally price and sell our solar modules on a per watt basis. During the three and six months ended MarchJune 31,30, 2026, we sold the majority of our solar modules to developers and operators of systems in the United States, and a majority of our module sales were denominated in U.S. dollars, with the remainder primarily sold in India and denominated in Indian rupees. We recognize revenue for module sales at a point in time following the transfer of control of the modules to the customer, which typically occurs upon delivery of the modules to the location specified in the terms of the underlying contract.

The following table shows net sales for the three and six months ended MarchJune 31,30, 2026 and 2025:

Net sales increaseddecreased $199.7$41.0 million for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025 primarily due to lower revenue associated with customer contract terminations, partially offset by a 30.9%5.3% increase in the volume of modules sold to third parties, partially offset by a lower average sales price per watt, resulting from an increase in the volume of modules sold in India.parties.

The following table shows cost of sales for the three and six months ended MarchJune 31,30, 2026 and 2025:

Cost of sales increaseddecreased $57.9$146.1 million, or 11.6%,24.5%, and decreased 5.811.7 percentage points as a percent of net sales for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. This increasedecrease was primarily driven by (i) higherexpected costsIEEPA oftariff $186.8refunds, millionwhich dueare to an increasediscussed in themore volumedetail ofin modules“Gross soldProfit” andbelow; (ii) higher tariffs and duties of $29.8 million. This increase was partially offset by (iii) a higher volume of modules sold qualifying for the advanced manufacturing production credit under Section 45X of the IRC, which decreased cost of sales by $117.9$70.7 million; and (iviii) decreased logistics costs of $38.5$35.6 million,million. whichThis includeddecrease lowerwas detentionpartially andoffset demurrageby charges;(iv) higher costs of $38.8 million due to an increase in the volume of modules sold and (v) modulehigher costduties reductions,and which decreased costtariffs of sales by $33.3$29.3 million.

The following table shows gross profit for the three and six months ended MarchJune 31,30, 2026 and 2025:

Gross profit as a percentage of net sales increased 5.811.7 percentage points to 46.6%57.3% during the three months ended MarchJune 31,30, 2026 from 40.8%45.6% during the three months ended MarchJune 31,30, 2025. The increase was primarily due to (i) loweran logistics$88.6 costs,million whichnet includedbenefit detentionrelated andto demurrageexpected charges,IEEPA andtariff refunds less estimated amounts payable to customers; (ii) a higher sales mixvolume of modules qualifying for the advanced manufacturing production credit under Section 45X of the IRC.IRC; and (iii) lower logistics costs. These increases in gross profit were partially offset by (iiiiv) a lower averagerevenue salesassociated pricewith percustomer watt.contract terminations and (v) higher duties and tariffs.

The following table shows selling, general and administrative expense for the three and six months ended MarchJune 31,30, 2026 and 2025:

Selling, general and administrative expense for the three months ended MarchJune 31,30, 2026 increasedwas comparedconsistent towith the three months ended MarchJune 31,30, 2025 primarily due to purchases of renewable energy credits related to our commitment to responsible solar manufacturing.2025.

The following table shows research and development expense for the three and six months ended MarchJune 31,30, 2026 and 2025:

Research and development expense for the three and six months ended MarchJune 31,30, 2026 increased compared to the three and six months ended MarchJune 31,30, 2025 primarily due to (i) the impairment of certain equipment that is no longer expected to be used as part of our technology roadmap and (ii) higher costs related to spare parts purchasesand materials purchases, as well as higher depreciation expense resulting from our continued investments in R&D facilities and equipment, (ii) higher employee compensation expense resulting from an increase in headcount, and (iii) higher utility charges.equipment.

The following table shows production start-up expense for the three and six months ended MarchJune 31,30, 2026 and 2025:

During the three and six months ended MarchJune 31,30, 2026, we incurred production start-up expense primarily for our sixth manufacturing facility in the United States. During the three and six months ended MarchJune 31,30, 2025, we incurred production start-up expense primarily for our fifth manufacturing facility in the United States.

The following table shows foreign currency loss, net for the three and six months ended MarchJune 31,30, 2026 and 2025:

Foreign currency loss, net for the three months ended MarchJune 31,30, 2026 wasincreased consistentcompared withto the three months ended MarchJune 31,30, 2025.2025 largely due to foreign exchange losses related to our prepayment of the India Credit Facility.

The following table shows interest income for the three and six months ended MarchJune 31,30, 2026 and 2025:

Interest income for the three and six months ended MarchJune 31,30, 2026 increased compared to the three and six months ended MarchJune 31,30, 2025 primarily due to (i) an increase in both yields and holdings of cash and cash equivalents,equivalents partiallyand offset by a decline in(ii) interest rates.related to IEEPA tariff refunds.

The following table shows interest expense, net for the three and six months ended MarchJune 31,30, 2026 and 2025:

The following table shows other expense, net for the three and six months ended MarchJune 31,30, 2026 and 2025:

Other expense, net for the three and six months ended MarchJune 31,30, 2026 was consistent with the three and six months ended MarchJune 31,30, 2025.

The following table shows income tax expense for the three and six months ended MarchJune 31,30, 2026 and 2025:

Income tax expense for the three months ended MarchJune 31,30, 2026 wasincreased consistentcompared withto the three months ended MarchJune 31,30, 2025 despite an increase in income before taxes, primarily due to (i) thehigher relativepretax amountsincome of advanced manufacturing production credits earned in each period, partially offset byand (ii) higher priorglobal period excessminimum tax benefits associated with share-based compensation.expense.

In preparing our condensed consolidated financial statements in conformity with U.S. GAAP, we make estimates and assumptions that affect the amounts of reported assets, liabilities, revenues, and expenses, as well as the disclosure of contingent liabilities. Some of our accounting policies require the application of significant judgment in the selection of the appropriate assumptions for making these estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. We base our judgments and estimates on our historical experience, our forecasts, and other available information, as appropriate. We believe the judgments and estimates involved in accrued solar module collection and recycling, product warranties, and government grants have the greatest potential impact on our condensed consolidated financial statements. The actual results experienced by us may differ materially and adversely from our estimates. To the extent there are material differences between our estimates and the actual results, our future results of operations will be affected. For a description of the accounting policies that require the most significant judgment and estimates in the preparation of our condensed consolidated financial statements, refer to our Annual Report on Form 10-K for the year ended December 31, 2025. ThereExcept as discussed in Note 1. “Basis of Presentation” to our condensed consolidated financial statements, there have been no material changes to our accounting policies during the threesix months ended MarchJune 31,30, 2026.

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832) - Accounting for Government Grants Received by Business Entities, to establish guidance on the recognition, measurement, and presentation of government grants received by business entities, which largely codifies our current approach to accounting for such grants. ASU 2025-10 is effective for public companies for annual reporting periods beginning after December 15, 2028 and interim reporting periods within those annual reporting periods. Early adoption is permitted, and weWe adopted this standard on a modified prospective basis effective January 1, 2026. The adoption did not have a significant impact on our condensed consolidated financial statements or associated disclosures.

As of MarchJune 31,30, 2026, we believe that our cash, cash equivalents, marketable securities, cash flows from operating activities, and contracts with customers for the future sale of solar modules will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months. In addition, we have significant availability under our Credit Facility, which remains unused as of March 31, 2026, as well as various trade receivables factoring arrangements with financial institutions. In May 2026, we satisfied all obligations under the India Credit Facility by prepaying the final principal amount of $328.2 million and outstanding interest of $5.5 million. For more information about thethese Credit Facility,facilities, see Note 9. “Debt.” To the extent we offer extended payment terms to customers, fail to collect trade receivables in a timely manner, or face other challenges in managing our working capital, we may be required to use our Credit Facility or other temporary sources of funding. As necessary, we also believe we will have adequate access to the capital markets. We monitor our working capital to ensure we have adequate liquidity, both domestically and internationally. We intend to maintain appropriate debt levels based upon cash flow expectations, our overall cost of capital, and expected cash requirements for operations, including near-term expansion activities in the United States. However, our ability to raise capital on terms commercially acceptable to us could be constrained if there is insufficient lender or investor interest due to company-specific, industry-wide, or broader market concerns. Any incremental debt financing could result in increased debt service expenses and/or restrictive covenants, which could limit our ability to pursue our strategic plans.

As of MarchJune 31,30, 2026, we had $2.4$1.7 billion in cash, cash equivalents, and marketable securities compared to $2.9 billion as of December 31, 2025. This decrease was primarily driven by (i) increases inhigher payments made to suppliers, (ii) variousinvestments operatingin expenditures,working capital, (iii) purchases of property, plant and equipment for our U.S. facilities, and (iv) repayment of debt, partially offset by (v) Section 45X cash receipts from the U.S. Department of the Treasury, and (vi) proceeds from the sale of Section 45X tax credits.credits, and (vii) IEEPA tariff refunds received. As of MarchJune 31,30, 2026 and December 31, 2025, $0.3$0.4 billion and $0.5 billion of our cash, cash equivalents, and marketable securities, respectively, were held by our foreign subsidiaries and were primarily based in U.S. dollar, Euro, and Indian rupee denominated holdings. Our investment policy seeks to preserve our investment principal and maintain adequate liquidity to meet our cash flow requirements, while at the same time optimizing the return on our investments. Pursuant to such policy, we place our investments with a diversified group of high-quality financial institutions and limit the concentration of such investments with any one counterparty. We place significant emphasis on the creditworthiness of financial institutions and assess the credit ratings and financial health of our counterparty financial institutions when making investment decisions.