GENERAC HOLDINGS INC.

Item2.**** **Unregistered Sales of Equity Securities and Use of Proceeds

The following table summarizes the stock repurchase activity for the three months ended June 30, 2026, which consisted of the withholding of shares upon the vesting of restricted stock awards to pay related withholding taxes on behalf of the recipient:

For equity compensation plan information, please refer to our Annual Report on Form 10-K for the year ended December 31, 2025. For information on the Company’s stock repurchase plans, refer to Note 13, “Stock Repurchase Program,” to the condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.

On April 1, 2026, the Company issued 247,321 shares of its common stock to the former owners of Enercon, as partial consideration for the acquisition of all of the outstanding shares of Enercon. In addition, pursuant to the terms of the acquisition agreement, the Company may in the future issue additional shares of its common stock to the former owners of Enercon as contingent deferred consideration for the acquisition. The number of such additional shares that may be issued, if any, is not yet determinable. The shares issued at closing were, and any shares issued as future contingent consideration would be, issued in a private transaction not involving any public offering, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.