First Solar Enters Material Definitive Agreement

TL;DR

FSLR just signed a big deal, filing shows material agreement details.

AI Summary

On December 6, 2024, First Solar, Inc. entered into a material definitive agreement. The filing also includes financial statements and exhibits related to this agreement. The company is incorporated in Delaware and headquartered in Tempe, Arizona.

Why It Matters

This filing indicates a significant new contract or partnership for First Solar, which could impact its future revenue and market position.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new financial obligations or strategic shifts that carry inherent business risks.

Key Numbers

• 001-33156 — SEC File Number (Identifies the company's filings with the SEC.)
• 20-4623678 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• FIRST SOLAR, INC. (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• Tempe, Arizona (location) — Principal executive offices
• December 6, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — ange on which registered Common stock, $0.001 par value FSLR The NASDAQ Stock Market
• $645,000,000 — Company agreed to sell to the Purchaser $645,000,000 of advanced manufacturing production ta
• $615,975,000 — purchase price for such Tax Credits is $615,975,000, payable in two installments. The first
• $400,000,000 — two installments. The first payment of $400,000,000 was made on December 6, 2024, and the s
• $215,975,000 — mber 6, 2024, and the second payment of $215,975,000 is due on December 30, 2024, with each
• $225,000,000 — y agreed to sell to the Purchaser up to $225,000,000 of additional Tax Credits associated wi
• $0.955 — e price for the Tax Credits is equal to $0.955 per $1.00 of transferred Tax Credits, w
• $1.00 — the Tax Credits is equal to $0.955 per $1.00 of transferred Tax Credits, which is du

Filing Documents

• fslr-20241206.htm (8-K) — 28KB
• ex101taxcredittransferagre.htm (EX-10.1) — 304KB
• ex102taxcredittransferagre.htm (EX-10.2) — 294KB
• 0001274494-24-000042.txt ( ) — 856KB
• fslr-20241206.xsd (EX-101.SCH) — 2KB
• fslr-20241206_def.xml (EX-101.DEF) — 14KB
• fslr-20241206_lab.xml (EX-101.LAB) — 25KB
• fslr-20241206_pre.xml (EX-101.PRE) — 15KB
• fslr-20241206_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement On December 6, 2024, First Solar, Inc. (the "Company") entered into two separate Tax Credit Transfer Agreements with Visa Inc. (the "Purchaser"). Pursuant to the Tax Credit Transfer Agreement (Fixed) (the "Fixed Transfer Agreement"), the Company agreed to sell to the Purchaser $645,000,000 of advanced manufacturing production tax credits ("Tax Credits") generated by the production of certain module components in the United States and the sale of such components to third parties during 2024 (the "Eligible Transactions") pursuant to Section 45X of the Internal Revenue Code of 1986, as amended (the "Code"). Pursuant to the Fixed Transfer Agreement, the purchase price for such Tax Credits is $615,975,000, payable in two installments. The first payment of $400,000,000 was made on December 6, 2024, and the second payment of $215,975,000 is due on December 30, 2024, with each payment subject to customary conditions precedent, including absence of default by the Company and the accuracy of representations and warranties of the Company under the Fixed Transfer Agreement. Pursuant to the Tax Credit Transfer Agreement (Variable) (the "Variable Transfer Agreement" and, together with the Fixed Transfer Agreement, the "Transfer Agreements"), the Company agreed to sell to the Purchaser up to $225,000,000 of additional Tax Credits associated with the Eligible Transactions. The final amount of Tax Credits to be sold pursuant to the Variable Transfer Agreement will be determined by the Company at a later date. Pursuant to the Variable Transfer Agreement, the purchase price for the Tax Credits is equal to $0.955 per $1.00 of transferred Tax Credits, which is due on February 28, 2025. Such payment is subject to customary conditions precedent, including absence of default by the Company and the accuracy of representations and warranties of the Company under the Variable Transfer Agreement. The foregoing summary of the Transfe

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits. Exhibit Number Description 10.1* Tax Credit Transfer Agreement (Fixed), dated as of December 6, 2024, between First Solar, Inc. and Visa Inc. 10.2* Tax Credit Transfer Agreement (Variable), dated as of December 6, 2024, between First Solar, Inc. and Visa Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document) —————————— * Certain portions of this exhibit have been omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K. The registrant agrees to furnish supplementally an unredacted copy of this exhibit to the Securities and Exchange Commission staff upon its request. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FIRST SOLAR, INC. Date: December 11, 2024 By: /s/ JASON DYMBORT Name: Jason Dymbort Title: General Counsel & Secretary 3

View Full Filing

View this 8-K filing on SEC EDGAR