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GENERAC HOLDINGS INC.

For the period ended Sep 30, 2026. Filed Nov 3, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 3, 2026

GNRC$176.78+2.6%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-08-04.

0001437749-26-025669

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-03.

0001437749-26-034665

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 137 previous paragraphs and 138 current paragraphs.

89 unchanged; 46 reworded; 3 added; 2 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 37 previous and 37 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (3)

Current report

Residential segment total sales increased approximately 9% to $744.1 million as compared to $685.0 million in the prior year quarter. This increase was primarily driven by strong sales growth for home standby and portable generators compared to the prior year, partially offset by lower shipments of energy storage systems.

Current report

Adjusted EBITDA for the Residential segment was $200.8 million, or 27.0% of Residential segment total sales, as compared to $160.2 million, or 23.4% of Residential sales, in the prior year. This margin increase was primarily driven by favorable price/cost impacts, operating leverage given higher shipment volumes, and lower operating expense investment in energy technology solutions.

Current report

(g)Represents third party costs and the write-off of certain deferred financing costs in connection with the refinancing of the Tranche A Term Loan Facility and Revolving Debt Facility.
Removed paragraphs (2)

Previous report

Residential segment total sales decreased approximately 2% to $621.3 million as compared to $634.7 million in the prior year quarter. This modest sales decrease was primarily driven by lower energy storage system and portable generator shipments compared to the prior year, mostly offset by growth in home standby generator sales.

Previous report

Adjusted EBITDA for the Residential segment was $354.0 million, or 30.2% of Residential segment total sales, as compared to $258.0 million, or 21.8% of residential sales, in the prior year. This increase was primarily driven by tariff refunds which impacted margins by approximately 5%, as well as favorable sales mix and operational efficiencies resulting in lower operating expenses, and favorable price realization that more than offset higher input costs.
Reworded paragraphs (46)

Previous wording

Founded in 1959, Generac is a leading global designer, manufacturer, and provider of a wide range of energy technology solutions. Generac provides power generation equipment, energy storage systems, energy management devices & solutions, and other power products and services serving the residential, commercial, data center, telecom, rental, and industrial markets. The Company’s broad portfolio of energy technology offerings for homes and businesses enables its mission to Power a Smarter World and lead the evolution to more resilient, efficient, and innovative energy solutions.

Current wording

Founded in 1959, Generac is a leading global designer, manufacturer, and provider of a wide range of energy technology solutions. Generac provides power generation equipment, energy storage systems, energy management controls & solutions, and other power products and services serving the residential, commercial, data center, telecom, rental, and industrial markets. The Company’s broad portfolio of energy technology offerings for homes and businesses enables its mission to Power a Smarter World and lead the evolution to more resilient, efficient, and innovative energy solutions.

Previous wording

Substantial capital investments in new data centers and accelerating adoption of artificial intelligence. As a result of the development of artificial intelligence and the expected benefits of this technology, there is significant capital investment being made to build out data center infrastructure, which is expected to further accelerate adoption of artificial intelligence capabilities. Backup power solutions are a necessary part of this substantial investment in data centers. Given the significant power requirements and the mission-critical nature of these data centers, demand for large backup power generators is expected to grow at a dramatic rate for the foreseeable future. Due to all of these factors, the market for large-megawatt backup generators has become significantly supply-constrained. This presents a very large incremental opportunity for our recently introduced large-megawatt diesel generator offering. As we continue to ramp our capacity and capabilities for large megawatt generators, we believe that we are well positioned to take share in this market over time given (i) our long-standing historical focus on backup power generation, (ii) our global presence in markets around the world, (iii) our ability to provide customized product solutions via our extensive sales, engineering, and project management resources, and (iv) our robust aftermarket support through a combination of direct service teams and our global service network provided by our industrial distributor partners. Given the scale and mission-critical nature of these applications, this level of support is necessary to capture market share and serve these customers. Additionally, we believe these large data center power loads will contribute to the growing supply/demand imbalance across the broader electrical grid, resulting in continued power quality issues and increased demand for backup power solutions for all homes and businesses. Finally, we believe the significant growth in data center power consumption will cause higher power prices, driving growth in the market for solar, storage, and intelligent energy management solutions.

Current wording

Substantial capital investments in new data centers and accelerating adoption of artificial intelligence. As a result of the development of artificial intelligence and the expected benefits of this technology, there is significant capital investment being made to build out data center infrastructure, which is expected to further accelerate adoption of artificial intelligence capabilities. Backup power solutions are a necessary part of this substantial investment in data centers. Given the significant power requirements and the mission-critical nature of these data centers, demand for large backup power generators is expected to grow at a dramatic rate for the foreseeable future. Due to all of these factors, the market for large-megawatt backup generators has become significantly supply-constrained. This presents a very large incremental opportunity for our recently introduced large-megawatt diesel generator offering. As we continue to ramp our capacity and capabilities for large megawatt generators, we believe that we are well positioned to take share in this market over time given (i) our long-standing historical focus on backup power generation, (ii) our global presence in markets around the world, (iii) our ability to provide customized product solutions via our extensive sales, engineering, and project management resources, and (iv) our aftermarket support through a combination of direct service teams and our global service network provided by our industrial distributor partners. Given the scale and mission-critical nature of these applications, this level of support is necessary to capture market share and serve these customers. Additionally, we believe these large data center power loads will contribute to the growing supply/demand imbalance across the broader electrical grid, resulting in continued power quality issues and increased demand for backup power solutions for all homes and businesses. Finally, we believe the significant growth in data center power consumption will cause higher power prices, driving growth in the market for solar, storage, and intelligent energy management solutions.

Previous wording

Natural gas generators, a continuing growth opportunity. We believe natural gas will continue to be an important and cleaner transition fuel of the future, compared to diesel, as the world continues to shift towards lower emission power generation sources. Demand for natural gas generators continues to represent an increasing portion of many C&I end markets, as the benefits of natural gas power generation are very compelling relative to traditional diesel fueled generators for certain end users. We also continue to explore and expand our capabilities within new gaseous generator market opportunities, including continuous-duty, prime rated, distributed generation, demand response, microgrids, and overall use as a Distributed Energy Resource (DER) in areas where grid stability is needed. Many of these applications are made possible by our natural gas generators having the capability to participate in available grid services programs, helping to offset the purchase price of the equipment over the product’s lifespan. Expanding our natural gas product offering into larger power nodes is another way that we are increasing the addressable market for natural gas generators. As a leader in natural gas power generation, we believe we are well positioned to capitalize on this strategic growth theme.

Current wording

Natural gas generators, a continuing growth opportunity. We believe natural gas will continue to be an important and cleaner transition fuel of the future, compared to diesel, as the world continues to shift towards lower emission power generation sources. Demand for natural gas back-up generators continues to represent an increasing portion of many C&I end markets, as the benefits of natural gas power generation are very compelling relative to traditional diesel fueled generators for certain end users. We also continue to explore and expand our capabilities within new gaseous back-up generator market opportunities, including distributed generation, demand response, microgrids, and overall use as a Distributed Energy Resource (DER) in areas where grid stability is needed. Many of these applications are made possible by our natural gas generators having the capability to participate in available grid services programs, helping to offset the purchase price of the equipment over the product’s lifespan. Expanding our natural gas product offering into larger power nodes is another way that we are increasing the addressable market for natural gas back-up generators. As a leader in natural gas back-up power generation, we believe we are well positioned to capitalize on this strategic growth theme.

Previous wording

On February 20, 2026, the U.S. Supreme Court issued a decision invalidating tariffs imposed under the IEEPA and allowing for the recovery of IEEPA tariff amounts previously paid. During the three and six months ended June 30, 2026, we received tariff refunds totaling approximately $61 million. Additionally, we established a tariff refund receivable of approximately $28 million, for which we have deemed receipt probable of occurring. Approximately $71 million of this tariff recovery reduced our second quarter 2026 cost of goods sold with the remainder reflected in inventory.

Current wording

On February 20, 2026, the U.S. Supreme Court issued a decision invalidating tariffs imposed under the International Emergency Economic Powers Act (IEEPA) and allowing for the recovery of IEEPA tariff amounts previously paid. During the three and nine months ended September 30, 2026, the Company received Phase I IEEPA tariff refunds totaling approximately $29.7 million and $91.1 million, respectively. Approximately $9.5 million and $80.6 million of the tariff recovery was recorded as a reduction of cost of goods sold in the condensed consolidated statements of comprehensive income for the three and nine months ended September 30, 2026, respectively. As of September 30, 2026, all expected Phase I IEEPA tariff refunds have been received, and approximately $10.5 million of the tariff recovery remains in inventory.

Previous wording

The effective income tax rates for the six months ended June 30, 2026 and 2025 were 24.6% and 20.0%, respectively. The increase in effective tax rate was primarily related to a non-recurring favorable discrete item in the prior year period related to a business disposition that did not repeat in the current year period.

Current wording

The effective income tax rates for the nine months ended September 30, 2026 and 2025 were 24.3% and 18.3%, respectively. The increase in effective tax rate was primarily related to certain favorable discrete items in the prior year period that did not repeat in the current year period.

Previous wording

On July 4, 2025, the United States signed the OBBBA into law. This legislation makes permanent several key provisions of the Tax Cuts and Jobs Act, including 100% bonus depreciation and the immediate expensing of domestic research and development costs. Under ASC 740, “Income Taxes,” the effects of changes in tax laws are reflected in the Company’s financial statements in the quarter in which the legislation was passed. We continue to expect cash tax savings from the bonus depreciation and domestic research and development expensing. These changes did not have a material impact on our effective income tax rate for the six months ended June 30, 2026 or the estimated annual effective income tax rate for 2026 as the changes relate to temporary differences in basis.

Current wording

On July 4, 2025, the United States signed the OBBBA into law. This legislation makes permanent several key provisions of the Tax Cuts and Jobs Act, including 100% bonus depreciation and the immediate expensing of domestic research and development costs. Under ASC 740, “Income Taxes,” the effects of changes in tax laws are reflected in the Company’s financial statements in the quarter in which the legislation was passed. We continue to expect significant cash tax savings from the bonus depreciation and domestic research and development expensing. These changes did not have a material impact on our effective income tax rate for the nine months ended September 30, 2026 or the estimated annual effective income tax rate for 2026 as the changes relate to temporary differences in basis.

Previous wording

Three*** months endedJune 30, 2026,** comparedto the three months ended ***June 30, 2025

Current wording

Three*** months endedSeptember 30, 2026,** comparedto the three months ended ***September 30, 2025

Previous wording

On March 25, 2026, we announced our plan to reorganize our two reportable segments to better align the organization and our reporting with our enterprise strategy, effective March 31, 2026 (the Reorganization). Prior to the Reorganization, our reportable segments were Domestic and International. As a result of the Reorganization, our new reportable segments are Residential and C&I. The Residential segment consists of the former Domestic segment, excluding the domestic C&I operations. The C&I segment consists of the operations of the former International segment with the addition of the domestic C&I operations.

Current wording

On March 25, 2026, we announced our plan to reorganize our two reportable segments to better align the organization and our reporting with our enterprise strategy, effective March 31, 2026 (the Reorganization). Prior to the Reorganization, our reportable segments were Domestic and International. As a result of the Reorganization, our new reportable segments are Residential and C&I. The Residential segment consists of the former Domestic segment, excluding the domestic C&I operations. The C&I segment consists of the domestic C&I operations with the addition of the operations of the former International segment.

Previous wording

Net sales. Commercial & Industrial segment total sales increased approximately 29% to $556.5 million from $430.6 million in the prior year quarter, including an approximate 6% net favorable impact to sales growth from the combination of acquisitions, divestitures, and foreign currency. The core total sales growth for the segment was primarily driven by ramping revenue from products sold into the global data center market. In addition, increased shipments to rental and telecom channel customers were more than offset by a decrease in shipments to the domestic industrial distributor channel.

Current wording

Net sales. Commercial & Industrial segment total sales increased approximately 28% to $553.0 million from $432.4 million in the prior year quarter, including an approximate 4% net favorable impact to sales growth from the combination of acquisitions, divestitures, and foreign currency. The total sales growth for the segment was primarily driven by ramping revenue from products sold into the global data center market. In addition, broad-based regional growth internationally was offset by lower shipments to the domestic industrial distributor and telecom channels.

Previous wording

Overall, net contribution from non-annualized acquisitions & divestitures for the second quarter of 2026 was $16.6 million, primarily in the Commercial & Industrial segment.

Current wording

Overall, net contribution from non-annualized acquisitions & divestitures for the third quarter of 2026 was $12.8 million, primarily in the Commercial & Industrial segment.

Previous wording

Gross profit. * * Gross profit margin was 44.5% as compared to 39.3% in the prior year second quarter. The increase was primarily driven by tariff refunds which contributed approximately 6% to gross margin growth during the quarter. Additionally, unfavorable sales mix and higher input costs were partially offset by favorable price realization.

Current wording

Gross profit. * * Gross profit margin was 39.9% as compared to 38.3% in the prior year third quarter. The increase was primarily driven by favorable price/cost impacts in the current year quarter, including lower tariff costs, partially offset by unfavorable sales mix.

Previous wording

Operating Expenses. Operating expenses increased by $6.4 million, or 2%, as compared to the second quarter of 2025. The increase was primarily driven by increased operating expense investments to support future C&I growth and higher intangible amortization, partially offset by lower legal expenses in the current year.

Current wording

Operating Expenses. Operating expenses increased by $31.6 million, or 10%, as compared to the third quarter of 2025. The increase was primarily driven by increased operating expense investments to support future C&I growth, as well as higher marketing spend to drive awareness for our products and additional incentive compensation and intangible amortization expense, partially offset by lower operating expense investment in energy technology solutions.

Previous wording

Other Expense. The reduction in other expense, net was driven primarily by a gain in the fair value of our investment in warrants and equity securities of Wallbox N.V as well as lower interest expense and higher investment income in the current year quarter, partially offset by the loss related to two immaterial business dispositions.

Current wording

Other Expense. The reduction in other expense, net was driven primarily by lower interest expense, higher investment income, and a smaller loss from the change in fair value of our investment in warrants and equity securities of Wallbox N.V., as well as the absence of a loss on refinancing of debt that was recorded in the prior year quarter.

Previous wording

Provision for income taxes. Provision for income taxes for the current year quarter was $46.7 million, or an effective tax rate of 24.6%, as compared to $15.4 million, or a 17.2% effective tax rate, for the prior year. The increase in the effective tax rate was primarily related to a non-recurring favorable discrete item in the prior year period related to a business disposition that did not repeat in the current year.

Current wording

Provision for income taxes. Provision for income taxes for the current year quarter was $34.2 million, or an effective tax rate of 23.9%, as compared to $11.8 million, or a 15.0% effective tax rate, for the prior year. The increase in effective tax rate was primarily related to certain favorable discrete items in the prior year period that did not repeat in the current year period.

Previous wording

Net income attributable to Generac Holdings Inc. * * Net income attributable to the Company during the second quarter was $143 million, or $2.40 per share, as compared to $74 million, or $1.25 per share, for the same period of 2025.

Current wording

Net income attributable to Generac Holdings Inc. * * Net income attributable to the Company during the third quarter was $109.2 million, or $1.83 per share, as compared to $66.2 million, or $1.12 per share, for the same period of 2025.

Previous wording

Adjusted EBITDA. Adjusted EBITDA for the Commercial & Industrial segment, before deducting for noncontrolling interests, was $81.5 million, or 14.6% of C&I total sales, as compared to $53.3 million, or 12.4% of total sales, in the prior year. This margin increase was primarily driven by an impact from tariff refunds of approximately 2%, as well as the favorable impact of acquisitions/divestitures and improved operating leverage, offset by an unfavorable sales mix shift and strategic operating expense investments to support future growth.

Current wording

Adjusted EBITDA. Adjusted EBITDA for the Commercial & Industrial segment, before deducting for noncontrolling interests, was $69.3 million, or 12.5% of C&I total sales, as compared to $43.8 million, or 10.1% of total sales, in the prior year. This margin increase was primarily driven by operating leverage on higher shipments and the net favorable impact of acquisitions/divestitures.

Previous wording

Adjusted Net Income. Adjusted net income attributable to the Company, as defined in the accompanying reconciliation schedules, was $174 million, or $2.91 per share, as compared to $97 million, or $1.65 per share, in the second quarter of 2025. This increase was primarily driven by higher net income in the current period as outlined above together with changes in certain add-back items.

Current wording

Adjusted Net Income. Adjusted net income attributable to the Company, as defined in the accompanying non-GAAP measures reconciliation schedules, was $151.1 million, or $2.54 per share, as compared to $108.4 million, or $1.83 per share, in the third quarter of 2025. This increase was primarily driven by higher net income in the current period as outlined above together with changes in certain add-back items.

Previous wording

Six months endedJune 30, 2026,* compared to the six months ended**** June 30, 2025*

Current wording

Nine months endedSeptember 30, 2026,* compared to the nine months ended**** September 30, 2025*

Previous wording

Net sales. Commercial & Industrial segment total sales increased approximately 29% to $1,067 million from $830 million in the prior year, including an approximate 8% net favorable impact from the combination of acquisitions, divestitures, and foreign currency. The core total sales growth for the segment was primarily driven by ramping revenue from products sold to global data center customers, increased shipments to rental and telecom channel customers, and higher sales of our controls solutions to the global power generation market, partially offset by lower sales to domestic industrial distributor customers.

Current wording

Net sales. Commercial & Industrial segment total sales increased approximately 28% to $1,619.6 million from $1,262.0 million in the prior year, including anapproximate 6% net favor able impact from the combination of acquisitions, divestitures, and foreign currency. The total sales growth for the segment was primarily driven by ramping revenue from products sold to global data center customers, increased shipments to rental channel customers, and higher sales of our controls solutions to the global power generation market, partially offset by lower sales to domestic industrial distributor customers.

Previous wording

Residential segment total sales decreased approximately 1% to $1,173 million as compared to $1,183 million in the prior year. This sales decrease was primarily driven by a decline in energy storage system sales, partially offset by higher home standby and portable generator shipments.

Current wording

Residential segment total sales increased approximately 3% to $1,917.5 million as compared to $1,868.3 million in the prior year. This sales increase was primarily driven by higher home standby and portable generator shipments, partially offset by a decline in energy storage system sales.

Previous wording

Overall, net contribution from non-annualized acquisitions & divestitures for the first half of 2026 was $34.6 million, primarily in the Commercial & Industrial segment.

Current wording

Overall, net contribution from non-annualized acquisitions & divestitures for the first nine months of 2026 was $46.7 million, primarily in the Commercial & Industrial segment.

Previous wording

Gross profit. * * Gross profit margin was 41.7% as compared to 39.4% in the prior-year period. The increase was primarily driven by tariff refunds which contributed approximately 3% to gross margin growth during the period. This increase was partially offset by unfavorable sales mix and higher input costs that more than offset favorable price realization.

Current wording

Gross profit. * * Gross profit margin was 41.0% as compared to 39.0% in the prior year period. The increase was primarily driven by tariff refunds, which contributed approximately 2**%** to gross margin growth during the period, as well as lower tariff rates and favorable price/cost impacts. This increase was partially offset by unfavorable sales mix and higher input costs.

Previous wording

Operating Expenses. Operating expenses increased $11.0 million, or 2%, compared to the prior year period. The increase was primarily driven by higher intangible asset amortization and increased operating expense investments to support future C&I growth, partially offset by lower legal expense in the current year period.

Current wording

Operating Expenses. Operating expenses increased $42.6 million, or 5%, compared to the prior year period. The increase was primarily driven by increased operating expense investments to support future C&I growth, higher intangible asset amortization, higher marketing spend, and increased incentive compensation expense, partially offset by lower legal expense in the current year period.

Previous wording

Other Expense. The reduction in other expense, net was driven primarily by a gain in the fair value of our investment in warrants and equity securities of Wallbox N.V as well as lower interest expense and higher investment income, partially offset by the loss related to four immaterial business dispositions during the period.

Current wording

Other Expense. The reduction in other expense, net was driven primarily by an increase in the fair value of our investment in warrants and equity securities of Wallbox N.V. as well as lower interest expense and higher investment income, partially offset by the loss related to four immaterial business dispositions during the period.

Previous wording

Provision for income taxes. Provision for income taxes for the six months ended was $70.3 million, or an effective tax rate of 24.6%, as compared to $29.7 million, or a 20.0% effective tax rate, for the prior-year comparable period. The increase in the effective tax rate was primarily due to a non-recurring favorable discrete item in the prior year period related to a business disposition that did not repeat in the current year period.

Current wording

Provision for income taxes. Provision for income taxes for the nine months ended was $104.5 million, or an effective tax rate of 24.3%, as compared to $41.4 million, or a 18.3% effective tax rate, for the prior-year comparable period. The increase in effective tax rate was primarily related to certain favorable discrete items in the prior year period that did not repeat in the current year period.

Previous wording

Net income attributable to Generac Holdings Inc. * * Net income attributable to the Company during the first six months was $216 million, or $3.64 per share, as compared to $118 million, or $1.98 per share, for the same period of 2025.

Current wording

Net income attributable to Generac Holdings Inc. * * Net income attributable to the Company during the first nine months was $325.7 million, or $5.48 per share, as compared to $184.0 million, or $3.10 per share, for the same period of 2025.

Previous wording

Adjusted EBITDA. Adjusted EBITDA for the Commercial & Industrial segment, before deducting for noncontrolling interests, was $148.0 million, or 13.9% of C&I total sales, as compared to $98.7 million, or 11.9% of total sales, in the prior year. This increase was primarily driven by tariff refunds which contributed approximately 1% to gross margin growth, as well as the net accretive impact of acquisitions and divestitures, and improved operating leverage on higher shipment volumes, partially offset by strategic operating expense investments to support future growth.

Current wording

Adjusted EBITDA. Adjusted EBITDA for the Commercial & Industrial segment, before deducting for noncontrolling interests, was $217.3 million, or 13.4% of C&I total sales, as compared to $142.5 million, or 11.3% of total sales, in the prior year. This increase was primarily driven by tariff refunds as well as the net accretive impact of acquisitions and divestitures and improved operating leverage on higher shipment volumes, partially offset by strategic operating expense investments to support future growth.

Previous wording

Adjusted EBITDA for the Residential segment was $215.4 million, or 34.7% of Residential segment total sales, as compared to $146.4 million, or 23.1% of Residential sales, in the prior year. This increase was primarily driven by tariff refunds which impacted margins by approximately 9%, as well as favorable sales mix and operational efficiencies resulting in lower operating expenses.

Current wording

Adjusted EBITDA for the Residential segment was $554.8 million, or 28.9% of Residential segment total sales, as compared to $418.2 million, or 22.4% of Residential sales, in the prior year. This increase was primarily driven by tariff refunds as well as favorable price/cost impacts, favorable sales mix, and operational efficiencies resulting in lower operating expenses.

Previous wording

Adjusted Net Income. Adjusted net income attributable to the Company, as defined in the accompanying non-GAAP measures reconciliation schedules, was $279.7 million in the current year first six months as compared to $172.7 million in the prior-year. This increase was primarily driven by higher net income in the current period as outlined above together with changes in certain add-back items.

Current wording

Adjusted Net Income. Adjusted net income attributable to the Company, as defined in the accompanying non-GAAP measures reconciliation schedules, was $431.5 million in the current year first nine months as compared to $281.1 million in the prior year. This increase was primarily driven by higher net income in the current period as outlined above together with changes in certain add-back items.

Previous wording

On July 1, 2025, we amended our Original Tranche A Term Loan Facility and Original Revolving Facility (Prior Amended Credit Agreement), extending the maturity of both to July 1, 2030, revising the Original Tranche A Term Loan Facility outstanding principal balance to $700 million (New Tranche A Term Loan Facility), reducing the Original Revolving Facility borrowing capacity to $1 billion (New Revolving Facility) (collectively the New Credit Agreements) and redefining the Term Benchmark (as defined in the Prior Amended Credit Agreement) to replace the Adjusted Term SOFR Rate (as defined in the Prior Amended Credit Agreement) with the Term SOFR Rate (as defined in the New Credit Agreements), resulting in an interest rate reduction of 0.10%. The New Tranche A Term Loan Facility is repayable in increasing quarterly installments over time, equal to 0.625% to 2.50% of the original principal amount, beginning on October 1, 2026. The New Tranche A Term Loan Facility and the New Revolving Facility bear interest at a rate based on SOFR plus an applicable margin between 1.25% and 1.75%, both based on our total leverage ratio and subject to a SOFR floor of 0.0%. As of June 30, 2026, the interest rate for the New Tranche A Term Loan Facility and the New Revolving Facility was 4.87%.

Current wording

On July 1, 2025, we amended our Original Tranche A Term Loan Facility and Original Revolving Facility (Prior Amended Credit Agreement), extending the maturity of both to July 1, 2030, revising the Original Tranche A Term Loan Facility outstanding principal balance to $700 million (New Tranche A Term Loan Facility), reducing the Original Revolving Facility borrowing capacity to $1 billion (New Revolving Facility) (collectively the New Credit Agreements) and redefining the Term Benchmark (as defined in the Prior Amended Credit Agreement) to replace the Adjusted Term SOFR Rate (as defined in the Prior Amended Credit Agreement) with the Term SOFR Rate (as defined in the New Credit Agreements), resulting in an interest rate reduction of 0.10%. The New Tranche A Term Loan Facility is repayable in increasing quarterly installments over time, equal to 0.625% to 2.50% of the original principal amount, beginning on October 1, 2026. The New Tranche A Term Loan Facility and the New Revolving Facility bear interest at a rate based on SOFR plus an applicable margin between 1.25% and 1.75%, both based on our total leverage ratio and subject to a SOFR floor of 0.0%. As of September 30, 2026, the interest rate for the New Tranche A Term Loan Facility and the New Revolving Facility was 4.93%.

Previous wording

As of June 30, 2026, there was $491.3 million outstanding under the Term Loan B Facility, $700 million outstanding under the New Tranche A Term Loan Facility, and no borrowings on the New Revolving Facility, leaving $999.3 million of unused capacity, net of outstanding letters of credit.

Current wording

As of September 30, 2026, there was $490.0 million outstanding under the Term Loan B Facility, $700.0 million outstanding under the New Tranche A Term Loan Facility, and no borrowings on the New Revolving Facility, leaving $994.1 million of unused capacity, net of outstanding letters of credit.

Previous wording

The Term Loan B Facility bears interest at the adjusted SOFR rate plus an applicable margin of 1.75%, subject to a SOFR floor of 0.0%. As of June 30, 2026, the interest rate for the Term Loan B Facility was 5.37%. The Term Loan B Facility does not require an Excess Cash Flow payment (as defined in the Term Loan B Facility credit agreement) if our net secured leverage ratio is maintained below 3.75 to 1.00. As of June 30, 2026, our net secured leverage ratiowas 1.15 to 1.00, and we were in compliance with all covenants of thefacility. There are no financial maintenance covenants on the Term Loan B Facility.

Current wording

The Term Loan B Facility bears interest at the adjusted SOFR rate plus an applicable margin of 1.75%, subject to a SOFR floor of 0.0%. As of September 30, 2026, the interest rate for the Term Loan B Facility was 5.43%. The Term Loan B Facility does not require an Excess Cash Flow payment (as defined in the Term Loan B Facility credit agreement) if our net secured leverage ratio is maintained below 3.75 to 1.00. As of September 30, 2026, our net secured leverage ratiowas 0.99 to 1.00, and we were in compliance with all covenants of thefacility. There are no financial maintenance covenants on the Term Loan B Facility.

Previous wording

The New Tranche A Term Loan Facility and the New Revolving Facility contain certain financial covenants that require us to maintain a total leverage ratio below 3.75 to 1.00, as well as an interest coverage ratio above 3.00 to 1.00. As of June 30, 2026, our total leverage ratio was 1.20 to 1.00, and our interest coverage ratio was** **15.72 to 1.00. We were also in compliance with all other covenants of the New Credit Agreements as of June 30, 2026.

Current wording

The New Tranche A Term Loan Facility and the New Revolving Facility contain certain financial covenants that require us to maintain a total leverage ratio below 3.75 to 1.00, as well as an interest coverage ratio above 3.00 to 1.00. As of September 30, 2026, our total leverage ratio was 1.05 to 1.00, and our interest coverage ratio was 17.93 to 1.00. We were also in compliance with all other covenants of the New Credit Agreements as of September 30, 2026.

Previous wording

On February 12, 2024, our Board of Directors approved a stock repurchase program that allowed for the repurchase of up to $500.0 million of our common stock over a twenty-four-month period. Additionally, on February 9, 2026, our Board of Directors approved a new stock repurchase program that allows for the repurchase of up to $500.0 million of our common stock over the next twenty-four months. The new program replaces the prior share repurchase program, which had approximately $199.3 million remaining available for repurchase when the new program was approved. Pursuant to the approved program, we may repurchase our common stock from time to time, in amounts and at prices we deem appropriate, subject to market conditions and other considerations. The repurchases may be executed using a combination of Rule 10b5-1 trading plans, open market purchases, privately negotiated agreements, or other transactions. The actual timing, number and value of shares repurchased under the program will be determined by management at its discretion and in compliance with the terms of our credit agreements. The repurchases may be funded with cash on hand, available borrowings, or proceeds from potential debt or other capital markets sources. The stock repurchase program may be suspended or discontinued at any time without prior notice. As of June 30, 2026, the remaining unused buyback authorization under the current program was $500 million.

Current wording

On February 12, 2024, our Board of Directors approved a stock repurchase program that allowed for the repurchase of up to $500.0 million of our common stock over a twenty-four-month period. Additionally, on February 9, 2026, our Board of Directors approved a new stock repurchase program that allows for the repurchase of up to $500.0 million of our common stock over the next twenty-four months. The new program replaced the prior share repurchase program, which had approximately $199.3 million remaining available for repurchase when the new program was approved. Pursuant to the approved program, we may repurchase our common stock from time to time, in amounts and at prices we deem appropriate, subject to market conditions and other considerations. The repurchases may be executed using a combination of Rule 10b5-1 trading plans, open market purchases, privately negotiated agreements, or other transactions. The actual timing, number and value of shares repurchased under the program will be determined by management at its discretion and in compliance with the terms of our credit agreements. The repurchases may be funded with cash on hand, available borrowings, or proceeds from potential debt or other capital markets sources. The stock repurchase program may be suspended or discontinued at any time without prior notice. As of September 30, 2026, the remaining unused buyback authorization under the current program was $500 million.

Previous wording

During the three and six months ended June 30, 2026, there were no share repurchases under the program. During the three and six months ended June 30, 2025, we repurchased 392,521 and 1,109,206 shares of common stock for $50.5 million and $147.9 million, respectively. We have periodically reissued shares out of Treasury stock, including for acquisition contingent consideration payments.

Current wording

During the three and nine months ended September 30, 2026, there were no share repurchases under the program. During the three months ended September 30, 2025, there were no share repurchases under the program. During the nine months ended September 30, 2025, the Company repurchased 1,109,206 shares of common stock for $147.9 million. The Company has periodically reissued shares out of Treasury stock, including for acquisition contingent consideration payments.

Previous wording

We have an arrangement with a finance company to provide floor plan financing for qualifying dealers. This arrangement provides liquidity for our dealers by financing dealer purchases of Generac products with credit availability from the finance company. We receive payment from the finance company after shipment of product to the dealer, and our dealers are given a longer period of time to pay the finance company. If our dealers do not pay the finance company, we may be required to repurchase the applicable inventory held by the dealer. We do not indemnify the finance company for any credit losses they may incur. Total dealer purchases financed under this arrangement accounted for approximately 12% and 13% of net sales for thesix months ended June 30, 2026 and 2025, respectively. The amount financed by dealers which remained outstanding under this arrangement was $179.2 million and $149.7 million as of June 30, 2026, and December 31, 2025, respectively.

Current wording

We have an arrangement with a finance company to provide floor plan financing for qualifying dealers. This arrangement provides liquidity for our dealers by financing dealer purchases of Generac products with credit availability from the finance company. We receive payment from the finance company after shipment of product to the dealer, and our dealers are given a longer period of time to pay the finance company. If our dealers do not pay the finance company, we may be required to repurchase the applicable inventory held by the dealer. We do not indemnify the finance company for any credit losses they may incur. Total dealer purchases financed under this arrangement accounted for approximately 12% of net sales for both thenine months ended September 30, 2026 and 2025. The amount financed by dealers which remained outstanding under this arrange ment was $181.7 million and $149.7 million as of September 30, 2026, and December 31, 2025, respectively.

Previous wording

As of June 30, 2026, we had total liquidity of $1,264.2 million which consists of $264.9 million of cash and cash equivalents and $999.3 million of availability under our New Revolving Facility.

Current wording

As of September 30, 2026, we had total liquidity of $1,387.8 million which consists of $393.7 million of cash and cash equivalents and $994.1 million of availability under our New Revolving Facility.

Previous wording

Sixmonths endedJune 30, 2026*,**** compared to thesix* months endedJune 30, 2025**

Current wording

Ninemonths endedSeptember 30, 2026*,**** compared to thenine* months endedSeptember 30, 2025**

Previous wording

The increase in operating cash flows for the six months ended June 30, 2026 was driven by higher operating earnings, cash receipts from tariff refunds totaling $61 million, and lower cash tax payments in the current year period. These items were partially offset by a greater use of cash for working capital as compared to the prior year period.

Current wording

The increase in operating cash flows for the nine months ended September 30, 2026 was driven by higher operating earnings, coupled with a larger decrease in working capital in the current year as compared to the prior year, and cash receipts from tariff refunds totaling approxi mately $91.1 million.

Previous wording

The $275.8 million net cash used in investing activities for the six months ended June 30, 2026 represents cash payments of $87.7 million related to the purchase of property and equipment and $211.8 million for acquisitions of businesses, net of cash acquired. The cash payments for investing activities were partially offset by $23.7 million of proceeds from sale of businesses, net of cash disposed.

Current wording

The $312.8 million net cash used in investing activities for the nine months ended September 30, 2026 represents cash payments of $126.9 million related to the purchase of property and equipment, $211.7 million for acquisitions of businesses, net of cash acquired, and $0.4 million of other investing activities. The cash payments for investing activities were partially offset by $23.7 million of proceeds from sale of businesses, net of cash disposed and $2.6 million of proceeds from the sale of a long-term investment.

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