EVI INDUSTRIES, INC.

Note (1)– General:** The accompanying unaudited condensed consolidated financial statements include the accounts of EVI Industries, Inc. and its subsidiaries (the “Company”). All material intercompany balances and transactions have been eliminated in consolidation.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and the instructions to Form10-Q and Article10 of Regulation S-X related to interim period financial statements. Accordingly, the accompanying unaudited condensed consolidated financial statements donot include certain information and footnotes required by GAAP for complete financial statements. However, in management’s opinion, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal recurring accruals and adjustments) which are necessary in order to state fairly the Company’s results of operations, financial position, shareholders’ equity and cash flows as of and for the periods presented. The results of operations for interim periods arenot necessarily indicative of the results to be expected for the full year or any other future period. The unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes, including the Summary of Significant Accounting Policies, included in the Company’s Annual Report on Form10-K for the fiscal year ended* June 30, 2025*. The* June 30, 2025* balance sheet information contained herein was derived from the Company’s audited consolidated financial statements as of that date included in the Company’s Annual Report on Form10-K for the fiscal year ended* June 30, 2025*.

The preparation of the Company’s unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The estimates and assumptions made* may**not* prove to be correct, and actual results could differ from the estimates.

The Company, through its wholly-owned subsidiaries, is a value-added distributor, and provides advisory and technical services. Through its sales organization, the Company provides its customers with planning, designing, and consulting services related to their commercial laundry operations. The Company sells and/or leases its customers commercial laundry equipment, specializing in washing, drying, finishing, material handling, water heating, power generation, and water reuse applications. In support of the suite of products it offers, the Company sells related parts and accessories. Additionally, through the Company’s network of commercial laundry technicians, the Company provides its customers with installation, maintenance, and repair services.

The Company’s customers include government, institutional, industrial, commercial and retail customers. Product purchases made by customers range from parts and accessories, to single or multiple units of equipment, to large complex systems. The Company also provides its customers with the services described above.

The Company’s growth strategy includes organic growth initiatives and business acquisitions pursuant to the Company’s “buy-and-build” growth strategy.

Note (2)–** Summary of Significant Accounting Policies:There have beenno material changes to the Company’s significant accounting policies from those described in Note2 to the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form10-K for the fiscal year ended June 30, 2025.

Note (3)–** Recently Issued Accounting Guidance**: In* December 2023,the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU")2023-09, Income Taxes (Topic740*): Improvements to Income Tax Disclosures (“ASU2023-09”), to enhance the transparency and decision usefulness of income tax disclosures. ASU2023-09 requires greater standardization and disaggregation of categories within an entity’s tax rate reconciliation disclosure, as well as disclosure of income taxes paid by jurisdiction, among other requirements. ASU2023-09 is effective for annual periods beginning after* December 15, 2024,with early adoption permitted. ASU2023*-09 is effective on a prospective basis, with retrospective application permitted. The Company is currently evaluating the effect of this ASU on its income tax disclosures.

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In* November 2024,the FASB issued ASU2024*-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic220-40) (“ASU2024-03”), to enhance the transparency and clarity of the components of specific expense categories in the income statement. ASU2024-03 requires disclosure of additional information about specific expense categories underlying certain income statement expense line items. In* January 2025,the FASB issued ASU2025*-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic220-40): Clarifying the Effective Date, which clarified the effective date of ASU2024-03. ASU2024-03 will be effective for the Company beginning with its annual financial statements for the fiscal year ending* June 30, 2028.*The Company is currently evaluating the impact of this accounting standard on its financial statement presentation and related disclosures.

Management doesnot believe that accounting standards and updates which have been issued but arenot yet effective will have a material impact on the Company’s condensed consolidated financial statements upon adoption, other than as described above.

Note (4)–** Acquisitions:**

Fiscal2026* Acquisitions*

ASN Acquisition

On* August 1, 2025,the Company acquired ASN Laundry Group (“ASN”), a New York-based distributor of commercial laundry products and a provider of related technical installation and maintenance services. The consideration paid by the Company in connection with the acquisition consisted of $0.5 million in cash. In addition, the Company assumed $0.1 million of accrued liabilities of ASN in connection with the transaction. Fees and expenses related to the acquisition, consisting primarily of legal and other professional fees, werenot* material and are classified as selling, general and administrative expenses in the Company’s consolidated statement of operations for thenine months ended* March 31, 2026*. The acquisition was treated for accounting purposes as a purchase of ASN using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”)805, Business Combinations (“ASC805”), pursuant to which the consideration paid by the Company was allocated to the acquired assets and assumed liabilities, in each case, based on their respective fair values as of the closing date, with the excess of the consideration transferred over the fair value of the net assets acquired being allocated to goodwill. The Company allocated $0.6 million to goodwill, which is expected to be amortized and deductible for tax purposes over 15 years. Goodwill is attributable primarily to the assembled workforce, as well as the expected benefits from the increased scale of the Company as a result of the acquisition. The financial position, including assets and liabilities, of ASN is included in the Company’s unaudited condensed consolidated balance sheet as of* March 31, 2026* and the results of operations of ASN subsequent to the* August 1, 2025closing date are included in the Company’s unaudited condensed consolidated financial statements for thethree* andnine months ended* March 31, 2026*.

BEL Acquisition

On* February 28, 2026,the Company acquired substantially all of the assets of Belenky, Inc. (“BEL”), an Ohio-based distributor of commercial laundry products and a provider of related technical installation and maintenance services to the on-premise and vended laundry segments of the commercial laundry industry. The consideration paid by the Company in connection with the acquisition consisted of $2.4 million in cash and $0.8 million in amounts payable to the seller. The Company funded the acquisition with borrowings under its credit facility. Fees and expenses related to the acquisition of BEL, consisting primarily of legal and other professional fees, werenot* material.

The acquisition of BEL was treated for accounting purposes as a purchase of BEL using the acquisition method of accounting in accordance with ASC805, pursuant to which the consideration paid by the Company was allocated to the acquired assets and assumed liabilities, in each case, based on their respective fair values as of the closing date, with the excess of the consideration transferred over the fair value of the net assets acquired being allocated to goodwill. The computation of the purchase price consideration and the preliminary allocation of the consideration to the net assets acquired are presented in the following table (in thousands):

As of the date of this Quarterly Report on Form10-Q, the Company is continuing its valuation of intangible assets and certain working capital items, which are subject to adjustment in accordance with the terms of the asset purchase agreement. Accordingly, the purchase price allocation set forth above reflects preliminary fair value estimates based on preliminary work and analyses performed by management and is subject to change as additional information to assist in determining the fair value of those assets as of the closing date is obtained during the post-closing measurement period of up toone year.

Intangible assets consist of $280,000 allocated to the Belenky trade name and $850,000 allocated to customer-related intangible assets. The Belenky trade name is indefinite-lived and thereforenot subject to amortization. The Belenky trade name will be evaluated for impairment annually, or more frequently if an event occurs or circumstances change that indicate that it* may*be impaired, by comparing its fair value to its carrying amount to determine if a write-down to fair value is required. Customer-related intangible assets will be amortized over 10 years.

Goodwill is attributable primarily to the assembled workforce acquired, as well as benefits from the increased scale of the Company as a result of the acquisition. The goodwill from the acquisition is deductible for income tax purposes.

Fiscal2025* Acquisitions*

LPF Acquisition

On* July 1, 2024,the Company acquired substantially all of the assets of Laundry Pro of Florida, Inc. (“LPF”), a Florida-based distributor of commercial laundry products and a provider of related technical installation and maintenance services to the on-premise and vended laundry segments of the commercial laundry industry. The consideration paid by the Company in connection with the acquisition consisted of $5.9 million in cash. The Company funded the acquisition with borrowings under its credit facility. Fees and expenses related to the acquisition of LPF, consisting primarily of legal and other professional fees, werenot* material.

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The acquisition of LPF was treated for accounting purposes as a purchase of LPF using the acquisition method of accounting in accordance with ASC805, pursuant to which the consideration paid by the Company was allocated to the acquired assets and assumed liabilities, in each case, based on their respective fair values as of the closing date, with the excess of the consideration transferred over the fair value of the net assets acquired being allocated to goodwill. The computation of the purchase price consideration and the allocation of the consideration to the net assets acquired are presented in the following table (in thousands):

Intangible assets consist of $550,000 allocated to the Laundry Pro of Florida trade name and $920,000 allocated to customer-related intangible assets. The Laundry Pro of Florida trade name is indefinite-lived and thereforenot subject to amortization. The Laundry Pro of Florida trade name is evaluated for impairment annually, or more frequently if an event occurs or circumstances change that indicate that it* may*be impaired, by comparing its fair value to its carrying amount to determine if a write-down to fair value is required. Customer-related intangible assets are being amortized over 10 years.

Goodwill is attributable primarily to the assembled workforce acquired, as well as benefits from the increased scale of the Company as a result of the acquisition. The goodwill from the acquisition is deductible for income tax purposes.

ODL Acquisition

On* November 1, 2024,the Company acquired substantially all of the assets of O’Dell Equipment & Supply, Inc. (“ODL”), an Indiana-based distributor of commercial laundry products and a provider of related technical installation and maintenance services to the on-premise and vended laundry segments of the commercial laundry industry. The consideration paid by the Company in connection with the acquisition consisted of $4.5 million in cash, net of working capital adjustments. The Company funded the acquisition with borrowings under its credit facility. Fees and expenses related to the acquisition of ODL, consisting primarily of legal and other professional fees, werenot* material.

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The acquisition of ODL was treated for accounting purposes as a purchase of ODL using the acquisition method of accounting in accordance with ASC805, pursuant to which the consideration paid by the Company was allocated to the acquired assets and assumed liabilities, in each case, based on their respective fair values as of the closing date, with the excess of the consideration transferred over the fair value of the net assets acquired being allocated to goodwill. The computation of the purchase price consideration and the allocation of the consideration to the net assets acquired are presented in the following table (in thousands):

Intangible assets consist of $530,000 allocated to the O’Dell Equipment & Supply trade name and $1,220,000 allocated to customer-related intangible assets. The O’Dell Equipment & Supply trade name is indefinite-lived and thereforenot subject to amortization. The O’Dell Equipment & Supply trade name is evaluated for impairment annually, or more frequently if an event occurs or circumstances change that indicate that it* may*be impaired, by comparing its fair value to its carrying amount to determine if a write-down to fair value is required. Customer-related intangible assets are being amortized over 10 years.

Goodwill is attributable primarily to the assembled workforce acquired, as well as benefits from the increased scale of the Company as a result of the acquisition. The goodwill from the acquisition is deductible for income tax purposes.

HMI Acquisition

On* February 1, 2025,the Company acquired substantially all of the assets of Haiges Machinery, Inc. (“HMI”), an Illinois-based distributor of commercial laundry products and a provider of related technical installation and maintenance services to the on-premise and vended laundry segments of the commercial laundry industry. The consideration paid by the Company in connection with the acquisition consisted of $2.1 million in cash (net of cash acquired). The Company funded the acquisition with borrowings under its credit facility. Fees and expenses related to the acquisition of HMI, consisting primarily of legal and other professional fees, werenot* material.

The acquisition of HMI was treated for accounting purposes as a purchase of HMI using the acquisition method of accounting in accordance with ASC805, pursuant to which the consideration paid by the Company was allocated to the acquired assets and assumed liabilities, in each case, based on their respective fair values as of the closing date, with the excess of the consideration transferred over the fair value of the net assets acquired being allocated to goodwill. The computation of the purchase price consideration and the allocation of the consideration to the net assets acquired are presented in the following table (in thousands):

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Intangible assets consist of $90,000 allocated to the Haiges Machinery trade name and $140,000 allocated to customer-related intangible assets. The Haiges Machinery trade name is indefinite-lived and thereforenot subject to amortization. The Haiges Machinery trade name is evaluated for impairment annually, or more frequently if an event occurs or circumstances change that indicate that it* may*be impaired, by comparing its fair value to its carrying amount to determine if a write-down to fair value is required. Customer-related intangible assets are being amortized over 10 years.

Goodwill is attributable primarily to the assembled workforce acquired, as well as benefits from the increased scale of the Company as a result of the acquisition. The goodwill from the acquisition is deductible for income tax purposes.

GNA Acquisition

On* April 1, 2025,the Company acquired Girbau North America, Inc. (“GNA”), a Wisconsin-based master distributor of commercial laundry products and a provider of related technical installation and maintenance services to the on-premise and vended laundry segments of the commercial laundry industry. The consideration paid by the Company in connection with the acquisition totaled $38.4 million and included approximately $42.2 million in cash (net of cash acquired), including a $4.2 million payment made during thethree* months ended* December 31, 2025which prior to December 31, 2025*was recorded as an amount payable to the seller, net of approximately $3.8 million for the effective settlement of acquirer receivables. The Company funded the acquisition with borrowings under its credit facility. Fees and expenses related to the acquisition of GNA, consisting primarily of legal and other professional fees, were approximately $300,000.

The acquisition of GNA was treated for accounting purposes as a purchase of GNA using the acquisition method of accounting in accordance with ASC805, pursuant to which the consideration paid by the Company was allocated to the acquired assets and assumed liabilities, in each case, based on their respective fair values as of the closing date, with the excess of the consideration transferred over the fair value of the net assets acquired being allocated to goodwill. The computation of the purchase price consideration and the allocation of the consideration to the net assets acquired are presented in the following table (in thousands):

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Intangible assets consist of $7.7 million allocated to customer-related intangible assets, which is being amortized over 10 years.

Goodwill is attributable primarily to the assembled workforce acquired, as well as benefits from the increased scale of the Company as a result of the acquisition.

Supplemental Pro Forma Results of Operations

The following supplemental pro forma information presents the results of operations of the Company for thenine andthree months ended* March 31, 2025,after giving effect to the HMI, GNA, and BEL acquisitions, as if such acquisitions were consummated on July 1, 2024.As permitted by ASC805*-10-50-2, the following supplemental pro forma information doesnot give effect to the acquisition of ODL because it was impracticable to provide such information for the periods presented due to the lack of availability of meaningful financial statements of ODL that comply with GAAP. Because the acquisition of LPF was consummated on* July 1, 2024,the results of operations of the Company for thenine* andthree months ended* March 31, 2025*include the results of LPF for the entire duration of each such period.

The supplemental pro forma information set forth below reflects adjustments based on currently available information and assumptions made by management. While management believes the assumptions made are reasonable under the circumstances, they* may**not* prove to be accurate. The pro forma information set forth below is presented for informational purposes only and isnot necessarily indicative of what the actual results of operations of the Company would have been if the acquisitions of HMI, GNA, and BEL had occurred on the date assumed, nor is it indicative of future results of operations.

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The Company’s consolidated results of operations for thenine months ended* March 31, 2026include total revenue of approximately $56.8 million and net income of approximately $1.8 million attributable to businesses acquired during fiscal2025* and2026, based on the consolidated effective tax rate. The Company’s consolidated results of operations for thethree months ended* March 31, 2026include total revenue of approximately $16.6 million andno net income attributable to businesses acquired during fiscal2025* and2026, based on the consolidated effective tax rate. The Company’s consolidated results of operations for thenine andthree months ended* March 31, 2025include total revenue of approximately $9.0 million and $4.2 million, respectively, andno net income, attributable to businesses acquired during fiscal2025,* based on the consolidated effective tax rate. These results of acquired businesses donot include the effects of acquisition costs in connection with the acquisitions.

Note (5)–** Earnings Per Share:** The Company computes earnings per share using thetwo-class method. Thetwo-class method of computing earnings per share is an earnings allocation formula that determines earnings per share for common stock and any participating securities according to dividends declared (whether paid or unpaid) and participation rights in undistributed earnings. Shares of the Company’s common stock subject to unvested restricted stock awards and restricted stock units are considered participating securities because they contain a non-forfeitable right to cash dividends (in the case of restricted stock awards) or dividend equivalents (in the case of restricted stock units) paid prior to vesting or forfeiture, if any, irrespective of whether the awards or units ultimately vest. Basic and diluted earnings per share for thenine andthree months ended* March 31, 2026and2025* are computed as follows (in thousands, except per share data):

During thenine andthree months ended* March 31, 2026*, other than 276,667 shares and 565,424 shares, respectively, of common stock subject to unvested restricted stock awards or restricted stock units, there wereno potentially dilutive securities outstanding. During thenine andthree months ended* March 31, 2025*, other than 702,256 shares and 720,590 shares, respectively, of common stock subject to unvested restricted stock awards or restricted stock units, there wereno potentially dilutive securities outstanding.

Note (6)–** Debt:** Long-term debt as of* March 31, 2026* and* June 30, 2025* are as follows (in thousands):

The Company is party, as borrower, to a syndicated credit agreement (the “Credit Agreement”). The Credit Agreement allows for borrowings in the maximum aggregate principal amount of up to $150 million, with an accordion feature to increase the revolving credit facility by up to $50 million for a total of $200 million. A portion of the revolving credit facility is available for swingline loans of up to a sublimit of $7.5 million and for the issuance of standby letters of credit of up to a sublimit of $15 million. The maturity date of the Credit Agreement is* March 26, 2030.*

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Borrowings (other than swingline loans) under the Credit Agreement bear interest, at a rate, at the Company’s election at the time of borrowing, equal to (a) the Secured Overnight Financing Rate (“SOFR”) plus 0.11% to 0.43%, plus an additional adjustment margin that ranges between 1.25% and 1.75% depending on the Company’s consolidated leverage ratio, which is a ratio of consolidated funded indebtedness to consolidated earnings before interest, taxes, depreciation and amortization (EBITDA) (the “Consolidated Leverage Ratio”) or (b) the highest of (i) prime, (ii) the federal funds rate plus 50 basis points, and (iii) SOFR plus 100 basis points (such highest rate, the “Base Rate”), plus a margin that ranges between 0.25% and 0.75% depending on the Consolidated Leverage Ratio. Swingline loans generally bear interest at the Base Rate plus a margin that ranges between 0.25% and 0.75% depending on the Consolidated Leverage Ratio. As of* March 31, 2026*, the Company had approximately $60.0 million of outstanding borrowings under the Credit Agreement, which accrued interest at a weighted average rate of 5.04%.

The Credit Agreement contains certain covenants, including financial covenants requiring the Company to comply with maximum leverage ratios and minimum interest coverage ratios. The Credit Agreement also contains other provisions which* mayrestrict the Company’s ability to, among other things, dispose of or acquire assets or businesses, incur additional indebtedness, make certain investments and capital expenditures, pay dividends, repurchase shares and enter into transactions with affiliates. At March 31, 2026*, the Company was in compliance with its covenants under the Credit Agreement and $36.3 million was available to borrow under the revolving credit facility.

The obligations of the Company under the Credit Agreement are secured by substantially all of the assets of the Company and certain of its subsidiaries, and are guaranteed, jointly and severally, by certain of the Company’s subsidiaries.

The carrying value of the Company’s long-term debt reported in the condensed consolidated balance sheets herein approximates its fair value since it bears interest at variable rates approximating market rates.

Note (7)–** Leases:**

Company as Lessee

As of* March 31, 2026*, the Company had 34 facilities, consisting of warehouse facilities and administrative offices, financed under operating leases with lease term expirations between2026 and2031. Operating lease cost consists of monthly rental payments under the terms of the Company’s lease agreements recognized on a straight-line basis. Short-term lease costs werenot material during thenine orthree months ended* March 31, 2026* or2025.

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The following table provides details of the Company’s future minimum lease payments under operating lease liabilities recorded on the Company’s condensed consolidated balance sheet as of* March 31, 2026*. The table below doesnot include commitments that are contingent on events or other factors that are currently uncertain or unknown.

The table below presents additional information related to the Company’s operating leases (in thousands):

The table below presents lease-related terms and discount rates as of* March 31, 2026*:

The table below presents supplemental cash flow information related to the Company’s long-term operating lease liabilities for thenine months ended* March 31, 2026and2025* (in thousands):

Company as Lessor

The Company derives a portion of its revenue from equipment leasing arrangements. Such arrangements provide for monthly payments covering the equipment provided, maintenance and interest. These arrangements meet the criteria to be accounted for as sales type leases. Accordingly, revenue from the provision of the equipment is recognized upon delivery of the equipment and its acceptance by the customer. Upon the recognition of such revenue, an asset is established for the investment in sales type leases. Maintenance revenue and interest are recognized monthly over the lease term.

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The future minimum lease payments receivable for sales type leases are as follows (in thousands):

• Excludes residual values of $2.7 million.

The total net investments in sales type leases, including stated residual values, as of* March 31, 2026* and* June 30, 2025* was $9.7 million and $9.8 million, respectively. The current portion of $1.8 million is included in other current assets in the consolidated balance sheets as of* March 31, 2026* and* June 30, 2025*, and the long term portion of $7.9 million and $8.0 million is included in other assets in the consolidated balance sheets as of* March 31, 2026* and* June 30, 2025*, respectively.

Note (8)–** Income Taxes:**Income taxes are recorded in the Company’s quarterly financial statements based on the Company’s estimated annual effective income tax rate, subject to adjustment for discrete events, should they occur.

The Company’s effective tax rate was 30.1% and 42.1% for thenine andthree-month periods ended* March 31, 2026,respectively, and 32.0% and 39.1% for thenine* andthree-month periods ended* March 31, 2025,respectively. The decrease in the effective tax rate for thenine*-month comparable period is attributable to decreases in the Company's taxable presence in the jurisdictions where the Company operates partially offset by an increase in the net impact of permanent book-tax differences resulting primarily from nondeductible compensation. The increase in the effective tax rate for thethree-month comparable period is attributable to an increase in the net impact of the permanent book-tax differences resulting primarily from nondeductible compensation partially offset by decreases in the Company's taxable presence in the jurisdictions where the Company operates.

As of* March 31, 2026* and* June 30, 2025*, the Company had net deferred tax liabilities of approximately $7.7 million. Consistent with the guidance of the FASB regarding accounting for income taxes, the Company regularly estimates its ability to recover deferred tax assets and establishes a valuation allowance against deferred tax assets to reduce the balance to amounts expected to be recoverable. This evaluation includes the consideration of several factors, including an estimate of the likelihood of generating sufficient taxable income in future periods over which temporary differences reverse, the expected reversal of deferred tax liabilities, past and projected taxable income, and available tax planning strategies. As of* March 31, 2026,*management believed that it was more-likely-than-not that the results of future operations will generate sufficient taxable income to realize the amount of the Company’s deferred tax assets over the periods during which temporary differences reverse.

The Company follows ASC Topic740-10-25, “Accounting for Uncertainty in Income Taxes” (“ASC740”). ASC740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company’s accounting for income taxes in accordance with this standard didnot result in a material adjustment to the Company’s provision for income taxes during thethree ornine months ended* March 31, 2026* or2025.

On* July 4, 2025,the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions becoming or to be effective in fiscal2026.* The Company is currently assessing the impact of the provisions of the OBBBA on the Company’s fiscal2026 consolidated financial statements.

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As of* March 31, 2026*, the Company was subject to potential federal and state tax examinations for the tax years including and subsequent to2021.

Note (9)–** Equity Plans and Dividends:**

Equity Incentive Plan

In* November 2015,the Company’s stockholders approved the Company’s2015* Equity Incentive Plan (the*“2015* Plan”). During* December 2020,the Company’s stockholders approved an amendment to the2015* Plan to increase the number of shares of the Company’s common stock authorized for issuance pursuant to awards granted under the2015 Plan to 3,000,000 shares. During* December 2024,the Company’s stockholders approved an amendment to the2015* Plan to, among other things, further increase the number of shares of the Company’s common stock authorized for issuance pursuant to awards granted under the2015 Plan to 3,500,000 shares. Pursuant to the terms of the2015 Plan, as of* November 13, 2025,thetenth* anniversary of the effective date of the2015 Plan,no further awards* maybe granted under the2015* Plan.

In* December 2025,the Company’s stockholders approved the Company’s2025* Equity Incentive Plan (the*“2025* Plan” and, together with the2015 Plan, the "Plans"). The terms of the2025 Plan are substantially similar to the terms of the2015 Plan, providing for a broad array of awards, including stock awards, restricted stock awards, restricted stock units, stock options, stock appreciation rights, performance awards, and other awards, including cash awards. A total of 3,000,000 shares of the Company's common stock are authorized for issuance pursuant to awards granted under the2025 Plan.

The fair value of awards granted under the Plans is expensed on a straight-line basis over the vesting period of the awards. Share-based compensation expense is included in selling, general and administrative expenses in the Company’s condensed consolidated statements of operations.

During thenine months ended* March 31, 2026*, there were 182,493 restricted stock awards and 75,662 restricted stock units granted under the2015 Plan and an additional 9,844 restricted stock units granted under the2025 Plan. During thethree months ended* March 31, 2026*, there were 1,000 restricted stock units granted under the2025 Plan. No restricted stock awards were granted under the2025 Plan during thenine orthree months ended* March 31, 2026.During thenine* months ended* March 31 2025,there were 263,974 restricted stock awards and 100,449 restricted stock units granted under the2015* Plan. No restricted stock awards or restricted stock units were granted under the2015 Plan during thethree months ended* March 31, 2025.There wereno restricted stock awards forfeited during either thenine* orthree months ended* March 31, 2026* or2025. There were 4,818 and 1,574 restricted stock units forfeited during thenine andthree months ended* March 31, 2026,respectively. There were 2,117 and 101 restricted stock units forfeited during thenine* andthree months ended* March 31, 2025,*respectively.

For thenine andthree months ended* March 31, 2026,non-cash share-based compensation expense related to awards granted under the Plans totaled $4.0 million and $1.3 million, respectively. For thenine* andthree months ended* March 31, 2025,non-cash stock compensation expense related to awards granted under the2015* Plan totaled $3.4 million and $1.2 million, respectively.

As of* March 31, 2026*, the Company had $25.2 million and $12.1 million of total unrecognized compensation expense related to previously granted restricted stock awards and restricted stock units, respectively, which is expected to be recognized over the weighted average period of 11.12 years and 9.17 years, respectively.

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The following is a summary of non-vested restricted stock activity as of, and for thenine months ended,* March 31, 2026*:

Employee Stock Purchase Plan

During2017, the Company’s stockholders approved the Company’s2017 Employee Stock Purchase Plan (the “ESPP”). Subject to the terms and conditions thereof, the ESPP allows eligible employees the opportunity to purchase shares of the Company’s common stock at a 5% discount. The ESPP provides forsix-month offering periods ending on* December 31and June 30of each year. During thenine* months ended* March 31, 2026,3,657 shares were issued under the ESPP for which the Company received net proceeds of $85,000. During thenine* months ended* March 31 2025,3,645 shares of common stock were issued under the ESPP for which the Company received net proceeds of $56,000. No shares of common stock were issued under the ESPP during thethree* months ended* March 31, 2026or2025.*

Dividends

The declaration and payment of cash dividends on the Company’s common stock is determined by the Company’s Board of Directors based on the Company’s financial condition and results, including, butnot limited to, cash flow generated by operations and profitability, the Company’s prospects and liquidity needs, and other factors deemed relevant by the Company’s Board of Directors.

The Company hasnot historically paid regular dividends on its common stock. However, the Company has from time to time paid special cash dividends on its common stock.

On* September 11, 2025,the Company’s Board of Directors declared a special cash dividend on the Company’s common stock of $0.33 per share (an aggregate of $5.0 million), which was paid on October 6, 2025to stockholders of record at the close of business on September 25, 2025.*

On* September 11, 2024,the Company’s Board of Directors declared a special cash dividend on the Company’s common stock of $0.31 per share (an aggregate of $4.6 million), which was paid on October 7, 2024to stockholders of record at the close of business on September 26, 2024.*

The payment of dividends, if any, in the future will be at the discretion of the Company’s Board of Directors, as described above. The payment of dividends* mayalso be subject to restrictions contained in the Company’s debt instruments. As described elsewhere in this Report, including under “Liquidity and Capital Resources” in Item2* of this Report, the Company’s Credit Agreement contains certain covenants which* may,among other things, restrict the Company’s ability to pay dividends, and any future facilities maycontain similar or more stringent requirements. The Company’s management doesnot* believe that the covenants contained in the Company’s Credit Agreement currently materially limit the Company’s ability to pay dividends or are reasonably likely to materially limit the Company’s ability to pay dividends in the future.

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Note (10)–** Transactions with Related Parties:** Certain of the Company’s subsidiaries lease warehouse and office space fromone or more of the principals or former principals of those subsidiaries. These leases include the following:

On* October 10, 2016,the Company’s wholly-owned subsidiary, Western State Design, entered into a lease agreement pursuant to which it leases 17,600 square feet of warehouse and office space from an affiliate of Dennis Mack, a director and employee of the Company, and Tom Marks, Executive Vice President, Business Development and President of the West Region of the Company. The lease had an initial term offive years and provides fortwo successive three-year renewal terms at the option of the Company. The Company exercised its option to renew the lease for thefirst* three-year renewal term, which commenced in* October 2021,and thesecond* three-year renewal term, which commenced in* October 2024.Base rent for thefirst* renewal term was $19,000 per month. Base rent for thesecond renewal term is $21,000 per month. In addition to base rent, Western State Design is responsible under the lease for costs related to real estate taxes, utilities, maintenance, repairs and insurance. Payments under this lease totaled approximately $189,000 and $181,000 during thenine months ended* March 31, 2026and2025*, respectively, and $63,000 during each of thethree months ended* March 31, 2026and2025*.

On* November 1, 2018,the Company’s wholly-owned subsidiary, AAdvantage Laundry Systems, entered into a lease agreement pursuant to which it leases warehouse and office space from an affiliate of Mike Zuffinetti, former Chief Executive Officer of AAdvantage. Pursuant to the lease agreement, on January 1, 2019,the lease expanded to cover additional warehouse space. The lease had an initial term offive years and provides fortwo successive three-year renewal terms at the option of the Company. The Company exercised its option to renew the lease for thefirst* three-year renewal term, which commenced in* November 2023.Base rent for thefirst* renewal term is $40,000 per month. In addition to base rent, AAdvantage is responsible under the lease for costs related to real estate taxes, utilities, maintenance, repairs and insurance. Payments under this lease totaled approximately $360,000 during each of thenine months ended* March 31, 2026and2025*, and approximately $120,000 during each of thethree months ended* March 31, 2026and2025*.

On* November 3, 2020,the Company’s wholly-owned subsidiary, Yankee Equipment Systems, entered into a lease agreement pursuant to which it leases a total of 12,500 square feet of warehouse and office space from an affiliate of Peter Limoncelli, President of Yankee Equipment Systems. The lease had an initial term ofthree years and provides forthree successive three-year renewal terms at the option of the Company. The Company exercised its option to renew this lease for thefirst* three-year renewal term, which commenced in* November 2023.Base rent for thefirst* year of the renewal term was $12,500 per month. Base rent for thesecond year of the renewal term was $12,750 per month. Base rent for thethird year of the renewal term is $13,000 per month. In addition to base rent, Yankee Equipment Systems is responsible under the lease for costs related to real estate taxes, utilities, maintenance, repairs and insurance. Payments under this lease totaled approximately $116,000 and $114,000 during thenine months ended* March 31, 2026and2025*, respectively, and approximately $39,000 and $38,000 during thethree months ended* March 31, 2026and2025*, respectively.

Note (11)–** Commitments and Contingencies**: In the ordinary course of business, certain of the Company’s contracts require the Company to provide performance and payment bonds related to projects in process. These bonds are intended to provide a guarantee to the customer that the Company will perform under the terms of the contract and that the Company will pay subcontractors and vendors. If the Company fails to perform under the contract or pay subcontractors and vendors, the customer* maydemand that the surety make payments or provide services under the bond. The Company is required to reimburse the surety for expenses or outlays it incurs. Outstanding performance and payment bonds totaled $1.2 million at March 31, 2026* and* June 30, 2025*.

The Company* mayfrom time to time become subject to litigation and other legal proceedings. Litigation and other legal proceedings may*require the Company to incur significant expenses, including those relating to legal and other professional fees, as well as damages or other payments. Litigation and other legal proceedings are inherently uncertain, and adverse outcomes in litigation or other legal proceedings could adversely affect the Company’s financial condition, cash flows and operating results.

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Note (12)–** Goodwill**: The changes in the carrying amount of goodwill are as follows (in thousands):

(1) Relates to the acquisitions of ASN and BEL, each of which was consummated during thenine months ended* March 31, 2026*, as described in Note4, “Acquisitions.”

(2) Represents working capital adjustments related to acquisitions consummated by the Company during the fiscal year ended* June 30, 2025*, as described in Note4, "Acquisitions."

Note (13)–** Segment Reporting**: The Company hasone operating and reporting segment: commercial laundry, which includes the distribution of commercial laundry equipment and related parts and supplies, and the provision of installation, maintenance and repair services. The segment is managed on a consolidated basis, with the CEO serving as the chief operating decision maker (the “CODM”). On a monthly basis, the CODM reviews financial information presented on a consolidated basis and uses consolidated operating income and net income to assess performance and allocate resources.

Significant expenses within operating income and net income include cost of sales and selling, general and administrative expenses, each of which is separately presented in the consolidated statements of income. Other segment items within net income include interest and income taxes.

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