0001213900-26-037921
SEC filingRelated party transactions with VSUN dominate revenue and purchases; 2025 related sales reached $171M.
TOYO Co., Ltd. is an early-stage company incorporated in November 2022 to separate the solar cell and module production businesses from VSUN, its affiliate and a majority-owned subsidiary of Fuji Solar. The company manufactures and supplies solar cells under the “TOYO Solar” brand to its affiliate VSUN and a select group of PV module manufacturers. TOYO has solar cell plants in Vietnam (2GW annual capacity) and Ethiopia (4GW total capacity by Q3 2025), and a solar module plant in Texas, U.S. (1GW capacity, targeting 2GW by end of 2026). The company is headquartered in Japan.
The filing describes two primary business activities: solar cell production and solar module production. The solar cell segment includes manufacturing at plants in Vietnam and Ethiopia, with total capacity reaching 4GW by the end of the third quarter of 2025. The solar module segment is based at a leased facility in Texas, where the first 1GW capacity commenced production in October 2025. The company plans to further increase solar cell production capacity, assessing timing and venues based on market conditions and regulatory developments. No revenue share percentages are disclosed for these segments.
TOYO’s primary product is solar cells sold under the “TOYO Solar” brand. The company also produces solar PV modules, initially in collaboration with VSUN, and plans to independently manufacture and supply PV modules under the VSUN brand following the acquisition of VSUN brands in September 2025.
TOYO sells its solar cells directly to its affiliate VSUN and a select group of PV module manufacturers. As of December 31, 2025, the company had entered into supply agreements with over 50 third-party solar cell customers, a 60% increase from 45 customers in 2024. A majority of revenue during 2023-2025 came from sales to VSUN, with no long-term contracts in place. The company expects to continue depending on a relatively small number of customers for a significant portion of revenue.
The filing states that the solar industry is highly competitive, with many companies of varying size and business models, many of which have longer operating histories and greater resources. Competitors may offer energy solutions at prices below cost, devote significant sales forces, or attempt to recruit key personnel. The company also faces competition from other renewable energy sources (wind, hydro, biomass, geothermal, ocean power) and non-renewable power industries (nuclear, coal, petroleum, natural gas). Technological changes in the solar power industry could render TOYO’s products uncompetitive or obsolete.
TOYO’s stated strategic priorities include: expanding solar cell production capacity, with management actively assessing timing and venues based on regulatory and market conditions; increasing solar module production capacity at the Texas plant to 2GW by the end of 2026; focusing on the U.S. market for solar module sales while allowing VSUN to focus on ex-U.S. markets; exploring global opportunities in Europe, Middle East, Southeast Asia, and Africa; and leveraging VSUN’s experience and certification for initial module production before transitioning to independent manufacturing under the VSUN brand.
The filing does not disclose employee count or specific headcount figures. It notes that the company is in a nascent journey of growing its business, recruiting employees, and transferring certain employees from VSUN to TOYO Solar in connection with the separation of businesses. The company expects to need to attract, develop, motivate, and retain management and professional employees to manage growth.
The MD&A section provided focuses on related party transactions rather than overall financial performance. For the year ended December 31, 2025, TOYO derived approximately $154.7 million in revenue from sales of solar cells to VSUN, a related party. Total related party sales (including VSUN, VSun USA, VSun Bac Ninh, VSun China) reached $171.1 million in 2025, compared to $127.3 million in 2024 and $61.5 million in 2023, indicating strong growth. On the purchasing side, TOYO purchased raw materials from VSUN's subsidiary amounting to $102.7 million in 2025, representing 31.6% of total inventory purchases. This marks an increase from $48.5 million in 2024.
The company operates through its subsidiary TOYO Solar, focusing on manufacturing solar cells. The related party transactions are concentrated with VSUN and its affiliates. The pricing strategy for these transactions is cost-plus, with a mark-up rate determined by an independent research entity. This arrangement minimizes exposure to market risks but ties financial outcomes to VSUN's production capacity and costs.
The MD&A does not provide explicit forward guidance. However, the increase in contract liabilities from VSUN (from $20 million in 2024 to $78.9 million in 2025) suggests strong advance orders. The company borrowed $12 million from VSun USA in 2025 for property and equipment, indicating continued investment in capacity, likely to fulfill orders. The reliance on related parties, particularly VSUN, remains a key risk, though the cost-plus model provides some stability.
As of December 31, 2025, the Company held $51.6 million in cash and $7.2 million in restricted cash (current and non-current), totaling $58.9 million. Total debt comprised $30.6 million in short-term bank borrowings and $5.5 million in current portion of long-term bank borrowings, with no non-current long-term debt, resulting in total debt of $36.1 million. Shareholders' equity was $111.3 million, up from $59.4 million at year-end 2024, driven by net income and share issuances. Inventory increased to $80.0 million from $20.0 million, reflecting production build-up. Contract liabilities (deferred revenue) surged to $107.9 million from $23.7 million, indicating strong advance payments from customers.
The Notes do not disclose any specific purchase commitments, long-term supply agreements, or contractual obligations beyond those reflected on the balance sheet. The Company has operating lease liabilities of $37.3 million (current and non-current) and contingent consideration payable was settled during the year. No off-balance-sheet commitments are mentioned.
No share buyback program or dividend payments were disclosed. The Company's dividend policy states that any future dividends are at the discretion of the board. Capital expenditures totaled $91.8 million for the year, primarily for property and equipment, representing 21.5% of revenue. Debt activity included $56.7 million in new borrowings and $57.2 million in repayments, resulting in a net debt reduction of $0.6 million. The Company also issued 1,712,297 ordinary shares to settle contingent consideration payable and recognized $13.7 million in share-based compensation.
The Notes do not provide any segment-level financial data. Revenue is disaggregated only by customer type (related party vs. third party) and product type (solar cells, solar modules, facilitation services). No geographic or operating segment breakdown is presented.