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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 10, 2015

FIRST SOLAR, INC.

(Exact name of registrant as specified in its charter)

350 West Washington Street

Suite 600

Tempe, Arizona 85281

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (602) 414-9300

Not Applicable

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

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

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The description of the master formation agreement set forth in Item 8.01 is incorporated by reference herein.

On March 10, 2015, First Solar, Inc. (“First Solar”) and SunPower Corporation (“SunPower” and together with, First Solar, the “sponsors”) entered into a master formation agreement (the “MFA”) to form a joint venture to own, operate and acquire solar energy systems.

The MFA provides for the formation of 8point3 Holding Company, LLC (“Holdings”), which is the principal joint venture entity, 8point3 Energy Partners LP (the “Partnership”), 8point3 General Partner, LLC (the “General Partner”), which is the Partnership’s general partner, and 8point3 Operating Company, LLC (“OpCo”), including the respective organizational documents. In addition, the MFA provides for the initial contributions of the Project Entities (as defined below) by First Solar and SunPower.

Pursuant to the MFA, First Solar and SunPower have agreed to use commercially reasonable efforts to effect the closing of an initial public offering of the Partnership (the “IPO”) by December 31, 2015. Upon the closing of the IPO, Holdings will be the sole owner of the General Partner and will own all of the incentive distribution rights (“IDRs”) in OpCo, which represent a variable interest in distributions after certain distribution thresholds are met. At formation, First Solar and SunPower will each own a 50% economic interest and a 50% voting interest in Holdings, both of which are subject to adjustment over time. Commencing as of December 1, 2019, First Solar and SunPower’s respective economic interests in Holdings will be subject to annual adjustment based on the amount of cash flow generated by the projects First Solar or SunPower, as applicable, have contributed to the Partnership, including any solar energy projects contributed after the closing of the IPO. In addition, the distributions payable in any fiscal year to each of First Solar and SunPower on its respective economic interests in Holdings will be subject to reallocation to the other sponsor based on the relative performance of the assets contributed by each of First Solar and SunPower compared with the projected performance of such assets at the time of contribution. First Solar’s and SunPower’s respective voting interests in Holdings also will be subject to a one-time adjustment, giving either First Solar or SunPower primary control of the management of Holdings and the Partnership in the event either First Solar or SunPower holds a substantial majority of the economic interest in Holdings for an agreed period. While neither First Solar nor SunPower is obligated to offer additional projects to OpCo, the Holdings limited liability company agreement provides a mechanism for First Solar and SunPower to offer additional projects in a manner designed to achieve a targeted growth rate (as jointly determined by the sponsors) and for each sponsor to maintain a relatively equal ownership percentage in the joint venture.

Pursuant to the Holdings limited liability company agreement, each of First Solar and SunPower shall have the right to designate two members of the General Partner’s board of directors. The three remaining directors of the General Partner shall be independent directors and shall be designated by holders of the majority of the voting interest in Holdings. Under the Holdings limited liability company agreement, SunPower will have the right to select the initial Chief Executive Officer of the General Partner, and First Solar will have the right to select the initial Chief Financial Officer of the General Partner, each of whom will be subject to approval by the General Partner’s board of directors and will serve for a two-year term. Upon the expiration of such term of service, the other sponsor may select a replacement designee for such office for appointment by the board of directors of the General Partner. The right to appoint such officers will rotate between the sponsors as each subsequent two-year term expires. Any sponsor’s right to appoint directors and officers of the General Partner shall terminate if such sponsor fails to maintain a certain level of economic interests in Holdings for an agreed period of time. Such sponsor shall regain such right at the time the projects contributed by such sponsor produce sufficient cash flows to OpCo for a requisite period, as set forth in the Holdings limited liability company agreement.

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Upon the closing of the IPO, the Partnership will own a controlling non-economic managing member interest in OpCo and a limited liability company interest in OpCo represented by OpCo common units, and First Solar and SunPower will each own a limited liability company interest in OpCo represented by both OpCo common and subordinated units. The OpCo limited liability company agreement provides for distributions of available cash from operating surplus each quarter to the Partnership, First Solar, SunPower and Holdings in respect of common units, subordinated units and IDRs of OpCo.

The initial assets to be contributed by First Solar to OpCo will include First Solar’s direct or indirect equity interests (including minority interests in certain circumstances) in:

The initial assets to be contributed by SunPower to OpCo will include SunPower’s direct or indirect equity interests in:

As part of the contributions of the Project Entities, First Solar and SunPower will make standard representations and warranties to each other regarding their respective Project Entities as of the date of the MFA and the consummation of the transactions contemplated by the MFA and agree to indemnify each other for certain matters.

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Subject to certain regulatory approvals and other closing conditions described herein, concurrently with the consummation of the transactions contemplated by the MFA:

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The consummation of the transactions contemplated by the MFA is subject to certain regulatory approvals and customary closing conditions, including (i) approval by the Federal Energy Regulatory Commission, (ii) the substantially simultaneous closing of the IPO on terms reasonably acceptable to each of First Solar and SunPower, (iii) OpCo having obtained revolving credit and term loan facilities with terms reasonably acceptable to each of First Solar and SunPower, (iv) consummation of the sale by First Solar of approximately 51% of its interests in certain of the First Solar Project Entities, (v) the terms of any material contract related to the Project Entities of one sponsor that is entered into or amended prior to the closing being reasonably acceptable to the other sponsor and (vi) consents and other customary closing conditions. Either First Solar or SunPower may terminate the MFA if the closing of the IPO has not occurred before December 31, 2015. Until the closing, each of First Solar and SunPower will be required to maintain its assets that are being contributed to the joint venture and avoid making any material changes to the operations of such assets.

The foregoing descriptions of the MFA and the agreements related thereto are only summaries, do not purport to be complete and are qualified in their entirety by reference to the full text of the MFA. A copy of the MFA, including the forms of the Holdings Amended and Restated Limited Liability Company Agreement, General Partner Amended and Restated Limited Liability Company Agreement, Amended and Restated Agreement of Limited Partnership of the Partnership, Operating Company Amended and Restated Limited Liability Company Agreement, Omnibus Agreement, ROFO Agreements, Exchange Agreement, Registration Rights Agreement, Management Services Agreements and Purchase Agreement, is filed as Exhibit 2.1 hereto and is incorporated herein by reference.

This report does not constitute an offer to sell or a solicitation of an offer to buy any securities described herein, nor shall there be any offer, solicitation or sale of such securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful before registration or qualification under the securities laws of any such state or jurisdiction.

Forward-Looking Statements

This report includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that do not represent historical facts and may be based on underlying assumptions. First Solar uses words and phrases such as “will,” “shall,” “would,” “expect,” “obligated to,” and “may” to identify forward-looking statements. Forward-looking statements in this report include, but are not limited to, statements regarding the formation of the Partnership, the transactions contemplated by the MFA and the IPO, and their respective approvals and timelines. These forward-looking statements are based on First Solar’s current assumptions, expectations and beliefs and involve substantial risks and uncertainties that may cause results, performance or achievement to materially differ from those expressed or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, an inability to satisfy closing conditions to the MFA, a failure to obtain applicable regulatory approvals, unfavorable market conditions, either party exercising its termination rights under the MFA and other factors discussed in the filings First Solar makes with the SEC from time to time, including its most recent reports on Form 10-K and Form 10-Q, particularly under the heading “Risk Factors.” Copies of these filings are available online from the SEC or on the SEC Filings section of First Solar’s Investor Relations website at investor.firstsolar.com. All forward-looking statements in this report are based on information currently available to First Solar, and First Solar assumes no obligation to update these forward-looking statements, except as required by law.

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(d) Exhibits.

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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.

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EXHIBIT INDEX