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Installed Building Products, Inc.

For the period ended Dec 31, 2025. Filed Feb 26, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 26, 2026

IBP$212.45-4.9%Stored close · as of Nov 10, 2026

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Item 8. Financial Statements and Supplementary Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of Installed Building Products, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Installed Building Products, Inc. (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive income, stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 26, 2026, expressed an unqualified opinion on the Company’s internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill, Distribution Reporting Unit - Refer to Notes 2 and 7 to the financial statements

Critical Audit Matter Description

The Company’s evaluation of goodwill for impairment involves comparing the carrying value of each reporting unit to the estimated fair value of the reporting unit. The Company’s determination of estimated fair value of the reporting unit is determined by considering both the market approach and the income approach. The determination of the estimated fair value requires management to make significant estimates and assumptions related to the valuation of the reporting unit. Changes in these assumptions could have a significant impact on either the fair value of the reporting unit, the amount of any goodwill impairment charge, or both. The Company’s consolidated goodwill balance was $450.4 million as of December 31, 2025, of which $95.8 million was allocated to the Distribution reporting unit as of the annual impairment test date, which is the reporting unit that exhibits significant sensitivity to changes in estimates and assumptions given the limited cushion between the carrying value and estimated fair value. As of the goodwill impairment test date of October 1, 2025, the estimated fair value of the Distribution reporting unit exceeded its carrying value by approximately 18.4%.

We identified the valuation of goodwill for the Distribution reporting unit as a critical audit matter because of the significant assumptions made by management to estimate its fair value. Those assumptions included forecasted revenue growth rates, forecasted EBITDA, and the selection of the discount rate. Our performance of audit procedures to evaluate the assumptions required a high degree of auditor judgment and an increased extent of audit effort, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to testing the fair value of the Distribution reporting unit focused on forecasted revenue growth rates, forecasted EBITDA, and the selection of the discount rate and included the following procedures, among others:

We tested the effectiveness of controls over management’s goodwill impairment evaluation, including those over the determination of the fair value of the Distribution reporting unit, such as controls related to the forecasted revenue growth rates, forecasted EBITDA, and the selection of an appropriate discount rate.

We performed a sensitivity analysis on forecasted revenue growth rates and forecasted EBITDA, and the selected discount rates, which included their impact on future cash flows.

We assessed the reasonableness of management’s forecast by comparing the forecasted revenue growth rates and forecasted EBITDA information used in the Distribution reporting units to historical growth rates, underlying analysis detailing business strategies and growth plans, internal communications to management and the board of directors, as well as comparing the forecasted revenue growth rates and forecasted EBITDA information to peer companies and industry historical and forecasted revenue growth rates.

We considered the impact of changes in the regulatory environment on management’s forecasts of the revenue and EBITDA growth rates.

With the assistance of our fair value specialists, we evaluated the reasonableness of the discount rate, including testing the source information underlying the determination of the discount rate, testing the mathematical accuracy of the calculation, and developing a range of independent estimates and comparing those to the discount rate selected by management.

/s/Deloitte & Touche LLP

Columbus, Ohio

February 26, 2026

We have served as the Company’s auditor since 2013.

CONSOLIDATED BALANCE SHEETS

As of December 31,
20252024
ASSETS
Current assets
Cash and cash equivalents$321.9$327.6
Accounts receivable (less allowance for credit losses of $13.9 and $10.7 at December 31, 2025 and 2024, respectively)444.1433.9
Inventories203.0194.6
Prepaid expenses and other current assets73.698.8
Total current assets1,042.61,054.9
Property and equipment, net183.3174.8
Operating lease right-of-use assets98.795.6
Goodwill450.4432.6
Customer relationships, net172.2178.8
Other intangibles, net89.391.7
Other non-current assets31.531.5
Total assets$2,068.0$2,059.9
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current maturities of long-term debt$36.6$32.4
Current maturities of operating lease obligations37.034.3
Current maturities of finance lease obligations2.72.8
Accounts payable119.0146.6
Accrued compensation69.566.4
Other current liabilities79.476.5
Total current liabilities344.2359.0
Long-term debt850.0842.4
Operating lease obligations61.461.0
Finance lease obligations4.05.4
Deferred income taxes24.726.3
Other long-term liabilities73.860.5
Total liabilities1,358.11,354.6
Commitments and contingencies (Note 17)
Stockholders’ equity
Preferred Stock; $0.01 par value: 5,000,000 authorized and 0 shares issued and outstanding at December 31, 2025 and 2024, respectively——
Common stock; $0.01 par value: 100,000,000 authorized, 33,837,379 and 33,713,662 issued and 26,975,227 and 27,758,491 shares outstanding at December 31, 2025 and 2024, respectively0.30.3
Additional paid in capital284.1261.3
Retained earnings1,043.4865.5
Treasury stock; at cost: 6,862,152 and 5,955,171 shares at December 31, 2025 and 2024, respectively(640.0)(456.8)
Accumulated other comprehensive income22.135.0
Total stockholders’ equity709.9705.3
Total liabilities and stockholders’ equity$2,068.0$2,059.9

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

Years ended December 31,
202520242023
Net revenue$2,970.8$2,941.3$2,778.6
Cost of sales1,961.51,946.81,847.9
Gross profit1,009.3994.5930.7
Operating expenses
Selling144.6139.8131.8
Administrative437.2424.8385.3
Asset impairment—4.9—
Amortization41.142.544.5
Operating income386.4382.5369.1
Other expense, net
Interest expense, net31.736.937.0
Other income(2.3)(0.8)(1.0)
Income before income taxes357.0346.4333.1
Income tax provision91.689.889.4
Net income$265.4$256.6$243.7
Other comprehensive (loss) income, net of tax:
Net change in cash flow hedges, net of tax benefit (provision) of $5.0, $(0.6) and $2.5 for the years ended December 31, 2025, 2024 and 2023, respectively(12.9)1.3(6.9)
Comprehensive income$252.5$257.9$236.8
Earnings Per Share:
Basic$9.76$9.16$8.65
Diluted$9.71$9.10$8.61
Weighted average shares outstanding:
Basic27,201,80228,030,18728,161,583
Diluted27,327,97228,190,40428,306,313
Cash dividends declared per share$3.18$3.00$2.22

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Common Stock · AdditionalPaid InCapital · RetainedEarnings · Treasury Stock · AccumulatedOtherComprehensive Income · Total Stockholders’Equity
Shares · Amount · Shares · Amount
BALANCE—January 1, 202333,429,557$0.3$228.8$513.1(5,123,075)$(289.3)$40.6$493.5
Net income243.7243.7
Issuance of common stock awards to employees151,606———
Surrender of common stock awards(54,802)(6.6)(6.6)
Share-based compensation expense15.215.2
Share-based compensation issued to directors6,5380.70.7
Dividends declared ($2.22 per share)(63.0)(63.0)
Common stock repurchase(42,486)(6.3)(6.3)
Net change in cash flow hedges, net of tax(6.9)(6.9)
BALANCE—January 1, 202433,587,701$0.3$244.7$693.8(5,220,363)$(302.2)$33.7$670.3
Net income256.6256.6
Issuance of common stock awards to employees121,775———
Surrender of common stock awards(37,020)(8.0)(8.0)
Share-based compensation expense15.815.8
Share-based compensation issued to directors4,1860.80.8
Dividends declared ($3.00 per share)(84.9)(84.9)
Common stock repurchase(697,788)(146.6)(146.6)
Net change in cash flow hedges, net of tax1.31.3
BALANCE—January 1, 202533,713,662$0.3$261.3$865.5(5,955,171)$(456.8)$35.0$705.3
Net income265.4265.4
Issuance of common stock awards to employees91,489———
Surrender of common stock awards(56,981)(9.1)(9.1)
Share-based compensation expense18.518.5
Share-based compensation issued to directors5,4250.90.9
Issuance of awards previously classified as liability awards26,8033.43.4
Dividends declared ($3.18 per share)(87.5)(87.5)
Common stock repurchase(850,000)(174.1)(174.1)
Net change in cash flow hedges, net of tax(12.9)(12.9)
BALANCE—December 31, 202533,837,379$0.3$284.1$1,043.4(6,862,152)$(640.0)$22.1$709.9

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

Years ended December 31,
202520242023
Cash flows from operating activities
Net income$265.4$256.6$243.7
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization of property and equipment66.259.152.2
Amortization of operating lease right-of-use assets37.632.929.0
Amortization of intangibles41.142.544.5
Amortization of deferred financing costs and debt discount1.51.61.9
Provision for credit losses8.16.06.3
Write-off of debt issuance costs—1.50.9
Gain on sale of property and equipment(1.6)(1.9)(1.9)
Noncash stock compensation21.519.415.9
Asset impairment—4.9—
Deferred income taxes3.71.70.5
Other, net(12.1)(13.1)(12.2)
Changes in assets and liabilities, excluding effects of acquisitions
Accounts receivable(13.7)(10.8)(25.1)
Inventories(5.8)(26.3)16.5
Other assets1.2(7.9)(11.0)
Accounts payable(25.2)(18.8)5.1
Income taxes receivable/payable2.13.4(5.7)
Other liabilities(18.6)(10.8)(20.4)
Net cash provided by operating activities371.4340.0340.2
Cash flows from investing activities
Purchases of property and equipment(70.6)(88.6)(61.6)
Acquisitions of businesses, net of cash acquired of $—, $— and $0.5 in 2025, 2024 and 2023, respectively(51.5)(88.6)(59.6)
Proceeds from sale of property and equipment2.72.92.7
Settlements with interest rate swap counterparties13.617.516.7
Other, net(6.2)(2.3)(1.6)
Net cash used in investing activities$(112.0)$(159.1)$(103.4)

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(in millions)

Years ended December 31,
202520242023
Cash flows from financing activities
Proceeds from term loan (Note 8)$—$186.0$—
Payments on term loan (Note 8)(5.0)(179.8)(5.0)
Proceeds from vehicle and equipment notes payable46.328.738.7
Debt issuance costs—(1.5)(0.5)
Principal payments on long-term debt(31.2)(30.0)(29.5)
Principal payments on finance lease obligations(3.1)(3.0)(2.9)
Acquisition-related obligations(2.8)(2.2)(4.7)
Dividends paid(87.6)(84.7)(63.1)
Repurchase of common stock(172.6)(145.3)(6.3)
Surrender of common stock awards by employees(9.1)(8.0)(6.6)
Net cash used in financing activities(265.1)(239.8)(79.9)
Net change in cash and cash equivalents(5.7)(58.9)156.9
Cash and cash equivalents at beginning of period327.6386.5229.6
Cash and cash equivalents at end of period$321.9$327.6$386.5
Supplemental disclosures of cash flow information
Net cash paid during the period for:
Interest$41.0$43.7$42.5
Income taxes, net of refunds82.183.692.5
Supplemental disclosure of noncash activities
Right-of-use assets obtained in exchange for operating lease obligations$40.7$49.4$30.7
Property and equipment obtained in exchange for finance lease obligations1.92.03.3
Seller obligations in connection with acquisition of businesses5.05.69.3
Unpaid purchases of property and equipment included in accounts payable0.95.73.1
Accrued excise tax on common stock repurchases1.51.3—

NOTE 1 –ORGANIZATION

Installed Building Products (“IBP”), a Delaware corporation formed on October 28, 2011, and its wholly-owned subsidiaries (collectively referred to as the “Company,” and “we,” “us” and “our”) primarily install insulation, waterproofing, fire-stopping, fireproofing, garage doors, rain gutters, window blinds, shower doors, closet shelving and mirrors and other products for residential and commercial builders located in the continental United States. The Company operates in more than 250 locations and its corporate office is located in Columbus, Ohio.

We have three operating segments consisting of our Installation, Manufacturing and Distribution operations. See Note 11, Information on Segments, for further information.

The vast majority of our sales originate from ourone reportable segment, Installation. Substantially all of our Installation segment sales are derived from the service-based installation of various products in the residential new construction, repair and remodel and commercial construction end markets from our national network of branch locations. Each of our installation branches has the capacity to serve all of our end markets. See Note 3, Revenue Recognition, for information on our revenues by product and end market, and see Note 11, Information on Segments, for information on how we segment the business.

NOTE 2 –SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying consolidated financial statements include all of our wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated.

Use of Estimates

Preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Management believes the accounting estimates are appropriate and reasonably determined; however, due to the inherent uncertainties in making these estimates, actual amounts could differ from such estimates.

Cash and Cash Equivalents

We consider all highly-liquid investments purchased with original term to maturity of three months or less to be cash equivalents. Substantially all cash is held in banks providing FDIC coverage of $0.25 million per depositor.

Revenue and Cost Recognition

Our revenues are disaggregated between our Installation reportable segment and our Other category which includes our Manufacturing and Distribution operating segments. The reconciliation of the disaggregation of revenue is included in Note 11, Information on Segments.

Revenues for our Installation operating segment are derived primarily through contracts with customers whereby we install insulation and other complementary building products and are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We account for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. We offer assurance-type warranties on certain of our installed products and services that do not represent a separate performance obligation and, as such, do not impact the timing or extent of revenue recognition.

For contracts that are not complete at the reporting date, we recognize revenue over time utilizing a cost-to-cost input method as we believe this represents the best measure of when goods and services are transferred to the customer. When this method is used, we estimate the costs to complete individual contracts and record as revenue that portion of the total contract price that is considered complete based on the relationship of costs incurred to date to total anticipated costs. Under the cost-to-cost method, the use of estimated costs to complete each contract is a significant variable in the process of determining recognized revenue, requires judgment and can change throughout the duration of a contract due to contract modifications and other factors impacting job completion. The costs of earned revenue includes all direct material and labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools and repairs. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined.

Our long-term contracts can be subject to modification to account for changes in contract specifications and requirements. We consider contract modifications to exist when the modification either creates new, or changes the existing, enforceable rights and obligations. Most of our contract modifications are for goods or services that are not distinct from the existing contract due to the significant integration service provided in the context of the contract and are accounted for as if they were part of that existing contract. The effect of a contract modification on the transaction price and our measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue, either as an increase in or a reduction of revenue, on a cumulative catch-up basis.

Payment terms typically do not exceed 30 days for short-term contracts and typically do not exceed 60 days for long-term contracts with customers. All contracts are billed either contractually or as work is performed. Billing on our long-term contracts occurs primarily on a monthly basis throughout the contract period whereby we submit invoices for customer payment based on actual or estimated costs incurred during the billing period. On certain of our long-term contracts the customer may withhold payment on an invoice equal to a percentage of the invoice amount, which will be subsequently paid after satisfactory completion of each installation project. This amount is referred to as retainage and is common practice in the construction industry, as it allows for customers to ensure the quality of the service performed prior to full payment. Retainage receivables are classified as current or long-term assets based on the expected time to project completion. See "Accounts Receivable" below for further discussion of our retainage receivables.

Revenues for our Distribution and Manufacturing operating segments which are included in the Other category are accounted for on a point-in-time basis when the sale occurs, adjusted accordingly for any return provisions. Sales taxes are not included in revenue as we act as a conduit for collecting and remitting sales taxes to the appropriate government authorities. The point-in-time recognition is when we transfer the promised products to the customer and the customer obtains control of the products depending upon the agreed upon terms in the contract.

We generally expense all sales commissions and other incremental costs of obtaining a contract when incurred as the amortization period is usually one year or less. Sales commissions are recorded within selling expenses on the Consolidated Statements of Operations and Comprehensive Income.

We do not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less.

Derivative Instruments and Hedging Activities

We record all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the earnings effect of the hedged forecasted transactions in a cash flow hedge. We may enter into derivative contracts that are intended to economically hedge certain of our risks, even though hedge accounting does not apply or we elect not to apply hedge accounting. See Note 12, Derivatives and Hedging Activities, for additional information on our accounting policy for derivative instruments and hedging activities.

Business Combinations

The purchase price for business combinations is allocated to the estimated fair values of acquired tangible and intangible assets, including goodwill and assumed liabilities, where applicable. Additionally, we recognize customer relationships, trademarks and trade names, backlog and non-competition agreements as identifiable intangible assets. These assets are recorded at fair value as of the transaction date. The fair value of these intangibles is determined using either the income approach or the market approach using current industry information which involves significant unobservable inputs (Level 3 inputs). These inputs include projected sales, margin and tax rate. Contingent consideration is recorded at fair value at the acquisition date and any subsequent adjustments to these fair values would be recorded in earnings.

At times, the total purchase price for a business combination could be less than the estimated fair values of acquired tangible and intangible assets. In these cases, we record a gain on bargain purchase within other expenses in the Consolidated Statements of Operations and Comprehensive Income rather than goodwill in accordance with U.S. GAAP.

Accounts Receivable

We account for trade receivables based on amounts billed to customers. Past due receivables are determined based on contractual terms. We do not accrue interest on any of our trade receivables.

Retainage receivables represent the amount retained by our customers to ensure the quality of the installation and is received after satisfactory completion of each installation project. Management regularly reviews aging of retainage receivables and changes in payment trends and records an allowance when collection of amounts due are considered at risk. Amounts retained by project owners under construction contracts and included in accounts receivable were $67.1 million and $65.9 million as of December 31, 2025 and 2024, respectively. In addition, as of December 31, 2025 and 2024, $0.8 million and $0.5 million of long-term retainage receivables were recorded in other non-current assets, respectively.

Accounts receivable are presented net of our allowance for credit losses. Credit losses are measured according to ASC 326, “Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments.” We consider multiple factors to estimate expected credit losses for financial instruments, including trade receivables, retainage receivables and contract assets (unbilled receivables).

Our expected loss allowance methodology for accounts receivable is developed using historical losses, current economic conditions and current credit quality. We perform ongoing evaluations of our existing and potential customer’s creditworthiness. See Note 4, Credit Losses, for additional information.

Concentration of Credit Risk

Credit risk is our risk of financial loss from the non-performance of a contractual obligation on the part of our counterparty. Such risk arises principally from our receivables from customers and cash and bank balances. Substantially all of our trade accounts receivable are from entities engaged in residential and commercial construction. We perform periodic credit evaluations of our customers’ financial condition. The general credit risk of our counterparties is not considered to be significant. In addition, no individual customer made up more than 3% of accounts receivable or 5% of net revenue for the years ended December 31, 2025, 2024 and 2023.

Inventories

Inventories consist of insulation, waterproofing materials, fireproofing and fire-stopping materials, garage doors, rain gutters, window blinds, shower doors, mirrors, closet shelving and other products. We value inventory at each balance sheet date to ensure that it is carried at the lower of cost or net realizable value with cost determined using the first-in, first-out (“FIFO”) method. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable cost of completion, disposal and transportation. As of December 31, 2025 and 2024, substantially all inventory was finished goods. Inventory provisions are recorded to reduce inventory to the lower of cost or net realizable value for obsolete or slow moving inventory based on assumptions about future demand and marketability of products, the impact of new product introductions, inventory levels and turns, product spoilage, and specific identification of items such as product discontinuance, engineering/material changes, or regulatory-related changes.

Property and Equipment

Estimated useful lives vary by asset class and generally are: the shorter of the lease term orfive years for vehicles; three tofive years for furniture, fixtures, and equipment; andfive to 30 years for leasehold improvements and buildings. The useful lives of leasehold improvements are typically limited to the shorter of the estimated useful life of the asset or the related lease term. Leasehold improvements associated with leases under common‑control arrangements are amortized over the useful life of the asset, regardless of the lease term.

Major renewals and improvements are capitalized. Maintenance, repairs and minor renewals are expensed as incurred. When assets are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is recorded. These assets are regularly reviewed for possible impairment if there are indicators that their carrying amounts are not recoverable.

Goodwill

Goodwill results from business combinations and represents the excess of the purchase price over the fair value of acquired tangible assets and liabilities and identifiable intangible assets. Annually, on October 1, or if conditions indicate an earlier review is necessary, we perform our goodwill impairment testing to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount.

The estimate of a reporting unit’s fair value is determined by weighting a discounted cash flow model and a market-related model using current industry information that involve significant unobservable inputs (Level 3 inputs). In determining the estimated future cash flow, we consider and apply certain estimates and judgments using our historical knowledge, external valuation experts, current market trends and other information. These estimates and judgments include current and projected future levels of income based on management’s plans, business trends, prospects, market and economic conditions and market-participant considerations. An impairment charge is recognized for the amount by which the carrying value exceeds the reporting unit's fair value, not to exceed the total amount of goodwill allocated to each reporting unit.

Impairment of Other Intangible and Long-Lived Assets

Other intangible assets consist of customer relationships, backlog, non-competition agreements and business trademarks and trade names. Amortization of finite lived intangible assets is recorded to reflect the pattern of economic benefits based on projected revenues over their respective estimated useful lives (customer relationships –eight to 15 years, backlog –12 to 36 months, non-competition agreements –one tofive years and business trademarks, tradenames and other –two to 15 years). We do not have any indefinite-lived intangible assets other than goodwill.

We review long-lived assets and intangible assets whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. An impairment loss is recognized when estimated future cash flows expected to result from the use of an asset and its eventual disposition are less than its carrying amount. When impairment is identified, the carrying amount of the asset is reduced to its estimated fair value. Assets to be disposed of are recorded at the lower of net book value or fair net realizable value less cost to sell at the date management commits to a plan of disposal. Certain long-lived assets were impaired based on estimated future cash flows due to the wind down of a single branch during the year ended December 31, 2024. There wasno impairment loss for the years ended December 31, 2025 and 2023. See Note 10, Fair Value Measurements for more information on impairment.

Other Liabilities

Our workers’ compensation insurance program, for a significant portion of our business, is a high deductible program whereby we are responsible for costs under $1.0 million for each claim. Our general liability insurance program is a combined high retention/deductible program whereby we are responsible for costs up to $5.0 million for each claim, subject to an aggregate cap of $10.0 million. This general liability insurance program contains coverage for construction defects, subject to a separate aggregate cap and occurrence deductible. Our vehicle liability insurance program is a high deductible program whereby we are responsible for costs under $1.0 million for each claim, and any costs above $5.0 million up to $10.0 million. In each case, if we do not pay these claims, our insurance carriers are required to make these payments to the claimants on our behalf. The liabilities represent our best estimate of our costs, using generally accepted actuarial reserving methods, of the ultimate obligations for reported claims plus those incurred but not reported for all claims incurred through December 31, 2025 and 2024. We establish case reserves for reported claims using case-basis evaluation of the underlying claims data and we update as information becomes known. We regularly monitor the potential for changes in estimates, evaluate our insurance accruals and adjust our recorded provisions.

The assumptions underlying the ultimate costs of existing claim losses are subject to a high degree of unpredictability, which can affect the liability recorded for such claims. For example, variability in inflation rates of health care costs inherent in workers’ compensation claims can affect the ultimate costs. Similarly, changes in legal trends and interpretations, as well as a change in the nature and method of how claims are settled, can affect ultimate costs. Our estimates of liabilities incurred do not anticipate significant changes in historical trends for these variables and any changes could have a considerable effect on future claim costs and currently recorded liabilities.

We carry insurance for a number of risks, including, but not limited to, workers’ compensation, general liability, vehicle liability, property and our obligation for employee-related health care benefits. Liabilities relating to claims associated with these risks are estimated by considering historical claims experience, including frequency, severity, demographic factors and other actuarial assumptions. In estimating our liability for such claims, we periodically analyze our historical trends, including loss development, and apply appropriate loss development factors to the incurred costs associated with the claims with the assistance of external actuarial consultants. While we do not expect the amounts ultimately paid to differ significantly from our estimates, our reserves and corresponding expenses could be affected if future claim experience differs significantly from historical trends and actuarial assumptions.

Treasury Stock

Repurchases of our common stock are recorded at cost and classified as Treasury Stock on our Consolidated Balance Sheets. As of December 31, 2025, we have not re-issued any of our treasury stock, but may do so periodically.

Advertising Costs

Advertising costs are generally expensed as incurred. Advertising expense was approximately $5.8 million, $6.0 million, and $5.6 million for the years ended December 31, 2025, 2024 and 2023, respectively. These costs are included in selling expense on the Consolidated Statements of Operations and Comprehensive Income.

Deferred Financing Costs

Deferred financing costs and debt issuance costs combined, totaling$4.8 million and $6.3 million, net of accumulated amortization as of December 31, 2025 and 2024, respectively, are amortized over the term of the related debt on a straight-line basis which approximates the effective interest method. The deferred financing costs are included in other non-current assets while the debt issuance costs are included in long-term debt on the Consolidated Balance Sheets as of December 31, 2025 and 2024, respectively. The related amortization expense of these costs combined was $1.5 million, $1.6 million and $1.9 million and is included in interest expense, net on the Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2025, 2024 and 2023, respectively.

We wrote off $1.5 million and $0.5 million in previously capitalized loan costs during the years ended December 31, 2024 and 2023, respectively. In addition, we expensed loan costs of approximately $3.5 million and $0.4 million for the years ended December 31, 2024 and 2023, respectively, associated with our credit facilities because they did not meet the requirements for capitalization. We hadno such write offs or expenses during the year ended December 31, 2025. These amounts are included in interest expense, net on the Consolidated Statements of Operations and Comprehensive Income. We also had $0.9 million and $0.1 million in new costs associated with the debt-related financing transactions incurred during the years ended December 31, 2024 and 2023, respectively.

For additional information on our debt instruments, see Note 8, Long-term Debt.

Leases

Leases are measured according to ASC 842, “Leases,” which requires substantially all leases, with the exception of leases with a term of one year or less, to be recorded as a lease liability measured as the present value of the future lease payments with a corresponding right-of-use asset. ASC 842 also requires disclosures designed to give financial statement users information on the amount, timing and uncertainty of cash flows.

We determine if an arrangement is a lease at inception. Most of our operating leases do not provide an implicit rate so we use our incremental borrowing rate based on the information available at the commencement date to determine the present value of future payments. Leases with an initial term of 12 months or less are not recorded on the balance sheet as we recognize lease expense for these leases on a straight-line basis over the lease term. We elect to not separate lease components from non-lease components for all fixed payments, and we exclude variable lease payments in the measurement of right-of-use assets and lease obligations.

Most lease agreements include one or more renewal options, all of which are at our sole discretion. Generally, future renewal options that have not been executed as of the balance sheet date are excluded from right-of-use assets and related lease liabilities. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Some of our vehicle lease agreements include provisions for residual value guarantees and any expected payment is included in our lease liability.

Share-Based Compensation

Our share-based compensation program is designed to attract and retain employees while also aligning employees’ interests with the interests of our stockholders. Restricted stock awards are periodically granted to certain employees, officers and non-employee members of our board of directors under the stockholder-approved 2023 Omnibus Incentive Plan.

Certain of our stock awards are deemed to be equity-based with a service condition and do not contain a market or performance condition with the exception of performance-based awards granted to certain officers and performance-based stock units. Fair value of the non-performance-based awards to employees and officers is measured at the grant date and amortized to expense over the vesting period of the awards using the straight-line attribution method for all service-based awards with a graded vesting feature. This fair value is reduced by assumed forfeitures and adjusted for actual forfeitures until vesting. We also issue performance-based stock awards to certain officers under our 2023 Omnibus Incentive Plan. The performance-based compensation expense is recorded over the requisite service period using the graded-vesting method for the entire award. Performance-based stock awards are accounted for at fair value at date of grant. We also periodically grant performance-based stock units to certain employees under the stockholder-approved 2023 Omnibus Incentive Plan. These units convert to shares upon meeting time- and performance-based requirements.

Compensation expense for performance-based stock units is recorded based on an assessment each reporting period of the probability that certain performance goals will be met during the contingent vesting period. If performance goals are not probable to occur, no compensation expense will be recognized. If performance goals that were previously deemed probable are not or are not expected to be met, the previously recognized compensation cost related to such performance goals will be reversed. Employees and officers are subject to tax at the vesting date based on the market price of the shares on that date, or on the grant date if an election is made. For additional information on our share-based compensation, see Note 14, Employee Benefits.

Income Taxes

We account for income taxes using the asset and liability method. Under this method, the amount of taxes currently payable or refundable are accrued and deferred tax assets and liabilities are recognized for the estimated future tax consequences of temporary differences that currently exist between the tax basis and financial reporting basis of our assets and liabilities.

Valuation allowances are established against deferred tax assets when it is more likely than not that the realization of those deferred tax assets will not occur. In evaluating our ability to recover our deferred tax assets within the jurisdiction from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, the ability to produce future taxable income, prudent and feasible tax planning strategies and recent financial operations. In projecting future taxable income, we factor in historical results and changes in accounting policies and incorporate assumptions, including the amount of future federal and state pretax operating income, the reversal of temporary differences and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates we use to manage the underlying businesses.

Deferred tax assets and liabilities are measured using the enacted tax rates in effect in the years when those temporary differences are expected to reverse. The effect on deferred taxes from a change in tax rate is recognized through operations in the period that includes the enactment date of the change. Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future.

A tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more likely than not recognition threshold to be recognized.

We recognize tax liabilities for uncertain tax positions and adjust these liabilities when our judgment changes as a result of the evaluation of new information not previously available. Liabilities related to uncertain tax positions are recorded in other long-term liabilities on the Consolidated Balance Sheets. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the current estimate of the tax liabilities. These differences will be reflected as increases or decreases to income tax expense and the effective tax rate in the period in which the new information becomes available. Interest and penalties related to unrecognized tax benefits are recognized within income tax expense in the Consolidated Statements of Operations and Comprehensive Income. Accrued interest and penalties are recognized in other current liabilities on the Consolidated Balance Sheets.

Our income tax expense, deferred tax assets and liabilities and reserves for unrecognized tax benefits reflect management’s best assessment of estimated future taxes to be paid. We are subject to income taxes in the United States, which includes numerous state and local jurisdictions. Significant judgments and estimates are required in determining the income tax expense, deferred tax assets and liabilities and the reserve for unrecognized tax benefits.

Estimated Fair Value of Financial Instruments

See Note 10, Fair Value Measurements, for related accounting policies.

Recently Adopted Accounting Pronouncements

StandardEffective DateAdoption
ASU 2023-09 "Income Taxes" (Topic 740): Improvements to Income Tax Disclosures.January 1, 2025This pronouncement amends Topic 740 to require all entities to disclose specific categories in the rate reconciliation, income taxes paid, and other income tax information. We applied the pertinent provisions of this pronouncement prospectively for the year ended December 31, 2025. The adoption impacted the disclosures within the financial statements, but did not affect our financial position or the results of operations. See Note 15 to our Consolidated Financial Statements for more information regarding our income taxes.

Recently Issued Accounting Pronouncements Not Yet Adopted

We are currently evaluating the impact of certain ASUs on our Consolidated Financial Statements or Notes to Consolidated Financial Statements, which are described below:

StandardDescriptionEffective DateEffect on the financial statements or other significant matters
ASU 2024-03 "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures" (Subtopic 220-40): Disaggregation of Income Statement Expenses.This pronouncement amends Topic 220 to require all entities to disclose, in the notes to financial statements, of specified information about certain costs and expenses.Effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted.The Company will adopt and apply the guidance as prescribed by this ASU to income statement expenses that occur after the effective date. We are currently assessing the impact of the adoption on our consolidated financial information.
ASU 2025-06 “Intangibles—Goodwill and Other Internal-Use Software” (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.This pronouncement amends Topic 350 to increase the operability of the recognition guidance considering different methods of software development.Effective for annual periods beginning after December 15, 2027, and interim periods within those annual reporting periods. Early adoption is permitted.The Company will adopt and apply the guidance as prescribed by this ASU to internal-use software costs that occur after the effective date. We are currently assessing the impact of the adoption on our consolidated financial information.
ASU 2025-09 “Derivatives and Hedging” (Topic 815): Hedge Accounting Improvements.This pronouncement introduces targeted improvements to more closely align hedge accounting with the economics of an entity's risk management activities.Effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods. Early adoption is permitted.The Company will adopt and apply the guidance as prescribed by this ASU to derivatives and hedge accounting that occur after the effective date. We are currently assessing the impact of the adoption on our consolidated financial statements and related disclosures.
ASU 2025-11 “Interim Reporting” (Topic 270): Narrow-Scope Improvements.This pronouncement amends Topic 270 to improve the navigability of the required interim disclosures and clarify when that guidance is applicable. The amendments also provide additional guidance on what disclosures should be provided in interim reporting periods and add to Topic 270 a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity.Effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. The amendments can be applied either prospectively or retrospectively to any or all prior periods presented in the financial statements. Early adoption is permitted.The Company will adopt and apply the guidance as prescribed by this ASU to interim reporting that occur after the effective date. We do not expect this to materially effect our consolidated financial statements and related disclosures.

NOTE 3 –REVENUE RECOGNITION

We disaggregate our revenue from contracts with customers for our Installation segment by end market and product, as we believe it best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. Revenues for distribution and manufacturing operations are included in the Other category and are presented net of intercompany sales in the tables below. The following tables present our net revenues disaggregated by end market and product (in millions):

Years ended December 31,
Installation: · 2025 · 2024 · 2023
Residential new construction$2,072.170%$2,127.372%$1,999.472%
Repair and remodel179.46%174.06%159.06%
Commercial512.117%460.616%447.216%
Net revenue, Installation$2,763.693%$2,761.994%$2,605.694%
Other207.27%179.46%173.06%
Net revenue, as reported$2,970.8100%$2,941.3100%$2,778.6100%
Years ended December 31,
Installation: · 2025 · 2024 · 2023
Insulation$1,708.958%$1,767.760%$1,666.060%
Shower doors, shelving and mirrors218.87%209.97%191.57%
Garage doors172.96%176.16%168.56%
Waterproofing160.75%142.25%133.35%
Rain gutters124.94%126.44%119.04%
Fireproofing/firestopping116.64%86.33%73.73%
Window blinds76.63%75.83%65.22%
Other building products184.26%177.56%188.47%
Net revenues, Installation$2,763.693%$2,761.994%$2,605.694%
Other207.27%179.46%173.06%
Net revenue, as reported$2,970.8100%$2,941.3100%$2,778.6100%

Contract Assets and Liabilities

Our contract assets consist of unbilled amounts typically resulting from sales under contracts when the cost-to-cost method of revenue recognition is utilized and revenue recognized, based on costs incurred, exceeds the amount billed to the customer. Our contract assets are recorded in other current assets in our Consolidated Balance Sheets. Our contract liabilities consist of customer deposits and billings in excess of revenue recognized, based on costs incurred and are included in other current liabilities in our Consolidated Balance Sheets.

Contract assets and liabilities related to our uncompleted contracts and customer deposits were as follows (in millions):

As of December 31,
20252024
Contract assets$27.3$33.2
Contract liabilities(20.5)(19.7)

Uncompleted contracts were as follows (in millions):

As of December 31,
20252024
Costs incurred on uncompleted contracts$213.7$248.4
Estimated earnings158.5128.5
Total372.2376.9
Less: Billings to date355.5352.9
Net under billings$16.7$24.0

Net under billings were as follows (in millions):

As of December 31,
20252024
Costs and estimated earnings in excess of billings on uncompleted contracts (contract assets)$27.3$33.2
Billings in excess of costs and estimated earnings on uncompleted contracts (contract liabilities)(10.6)(9.2)
Net under billings$16.7$24.0

The difference between contract assets and contract liabilities as of December 31, 2025 compared to December 31, 2024 is primarily the result of timing differences between our performance of obligations under contracts and customer payments and billings. During the year ended December 31, 2025, we recognized $19.1 million of revenue that was included in the contract liability balance at December 31, 2024. We didnot recognize any impairment losses on our contract assets during the years ended December 31, 2025, 2024 and 2023.

Remaining performance obligations represent the transaction price of contracts for which work has not been performed and excludes unexercised contract options and potential modifications. As of December 31, 2025, the aggregate amount of the transaction price allocated to remaining uncompleted contracts was$162.9 million. We expect to satisfy remaining performance obligations and recognize revenue on substantially all of these uncompleted contracts over the next 18 months.

NOTE 4 –CREDIT LOSSES

We account for credit losses under ASC 326 using an expected credit loss impairment model for accounts receivable. We consider information such as historical experience, present economic conditions and other relevant factors management considers relevant to estimate expected credit losses.

Changes in our allowance for credit losses were as follows (in millions):

January 1, 2023$9.5
Current period provision6.3
Recoveries collected and additions0.5
Amounts written off(5.1)
December 31, 2023$11.2
Current period provision6.0
Recoveries collected and additions0.9
Amounts written off(7.4)
December 31, 2024$10.7
Current period provision8.1
Recoveries collected and additions0.5
Amounts written off(5.4)
December 31, 2025$13.9

NOTE 5 –CASH AND CASH EQUIVALENTS

Cash and cash equivalents include money market funds which are highly liquid instruments with insignificant interest rate risk and original or remaining maturities of three months or less at the time of purchase. These money market funds amounted to approximately $278.8 million and $296.7 million as of December 31, 2025 and 2024, respectively. See Note 10, Fair Value Measurements, for additional information.

NOTE 6 –PROPERTY AND EQUIPMENT

Property and equipment consisted of the following (in millions):

As of December 31,
20252024
Land$0.1$0.1
Buildings3.93.9
Leasehold improvements18.516.9
Furniture, fixtures and equipment123.7101.5
Vehicles and equipment412.7383.3
Property and equipment, gross558.9505.7
Less: accumulated depreciation and amortization(375.6)(330.9)
Property and equipment, net$183.3$174.8

We recorded the following depreciation and amortization expense on our property and equipment, by income statement category (in millions):

Years ended December 31,
202520242023
Cost of sales$61.4$55.4$49.2
Administrative4.73.73.0

NOTE 7 –GOODWILL AND INTANGIBLES

Goodwill

The change in carrying amount of goodwill by reporting segment for the year ended December 31, 2024 was as follows (in millions):

InstallationOtherConsolidated
Goodwill (gross) - January 1, 2024$375.2$93.6$468.8
Business combinations26.07.133.1
Other adjustments0.7—0.7
Goodwill (gross) - December 31, 2024401.9100.7502.6
Accumulated impairment losses(70.0)—(70.0)
Goodwill (net) - December 31, 2024$331.9$100.7$432.6

Other adjustments presented in the above table primarily include goodwill derived fromtwo insignificant bolt-on acquisitions merged into an existing operation during the year ended December 31, 2024.

The change in carrying amount of goodwill by reporting segment for the year ended December 31, 2025 was as follows (in millions):

InstallationOtherConsolidated
Goodwill (gross) - January 1, 2025$401.9$100.7$502.6
Business combinations6.410.016.4
Other adjustments1.40.01.4
Goodwill (gross) - December 31, 2025409.7110.7520.4
Accumulated impairment losses(70.0)—(70.0)
Goodwill (net) - December 31, 2025$339.7$110.7$450.4

Other adjustments presented in the above table primarily include goodwill derived from four insignificant bolt-on acquisitions merged into existing operations during the year ended December 31, 2025. For additional information regarding changes to goodwill resulting from acquisitions, see Note 18, Business Combinations.

On October 1, 2025, our measurement date, we tested goodwill for impairment by reporting unit. We have the option to either assess goodwill for impairment by performing a qualitative assessment to determine whether it is more likely than not that the fair value is less than its carrying value, or to bypass the qualitative evaluation and perform a quantitative assessment. For the Installation and Manufacturing reporting unit, we performed a qualitative assessment in conformity with generally accepted accounting principles and determined that no impairment of goodwill was required. For our Distribution reporting unit, we elected to perform an individual quantitative assessment. The assessment approximated the fair value of the Distribution reporting unit by weighting a discounted cash flow model and a market-related model in consultation with an external valuation expert. Based on this assessment, we determined that no impairment of goodwill was required for our Distribution reporting unit.

We hadno material impairment of goodwill for the years ended December 31, 2025, 2024 or 2023. Accumulated impairment losses included within the above table were incurred over multiple periods, with the latest material impairment charge being recorded during the year ended December 31, 2010. These accumulated losses were assigned to our Installation reporting unit.

Intangibles, net

The following table provides the gross carrying amount, accumulated amortization and net book value for each major class of intangibles (in millions):

As of December 31,
20252024
GrossCarryingAmountAccumulatedAmortizationNetBookValueGrossCarryingAmountAccumulatedAmortizationNetBookValue
Amortized intangibles:
Customer relationships$407.8$235.6$172.2$386.4$207.6$178.8
Covenants not-to-compete36.030.55.534.627.17.5
Trademarks, tradenames and other148.064.783.3139.555.384.2
Backlog22.421.90.521.621.6—
Total intangibles$614.2$352.7$261.5$582.1$311.6$270.5

The gross carrying amount of intangibles increased approximately $32.1 million and $43.0 million during the years ended December 31, 2025 and 2024, respectively. Intangibles associated with business combinations accounted for approximately $28.0 million and $49.0 million of the increases during the years ended December 31, 2025 and 2024, respectively. For the year ended December 31, 2024, we recorded a$4.6 million intangible impairment charge related to the wind down of a single branch. During each of the years ended December 31, 2025 and 2023, we didnot record any impairments on intangible assets. For more information on business combinations and asset impairments, see Note 18, Business Combinations and Note 10, Fair Value Measurements, respectively. Amortization expense on intangible assets totaled approximately $41.1 million, $42.5 million, and $44.5 million during the years ended December 31, 2025, 2024 and 2023, respectively. Remaining estimated aggregate annual amortization expense is as follows (in millions):

2026$38.5
202733.6
202830.0
202927.2
203025.9
Thereafter106.3

NOTE 8 –LONG-TERM DEBT

Long-term debt consisted of the following (in millions):

As of December 31,
20252024
2028 Senior Notes, net of unamortized debt issuance costs of $1.2 and $1.8, respectively$298.8$298.2
Term loan, net of unamortized debt issuance costs of $3.1 and $3.7, respectively488.1492.5
Vehicle and equipment notes, maturing through December 2030; payable in various monthly installments, including interest rates ranging from 1.9% to 7.3%98.582.3
Various notes payable, maturing through October 2028; payable in various annual installments, including interest rate at 5.0%1.21.8
886.6874.8
Less: current maturities(36.6)(32.4)
Long-term debt, less current maturities$850.0$842.4

Remaining required repayments of debt principal, gross of unamortized debt issuance costs, as of December 31, 2025 are as follows (in millions):

2026$36.6
202732.6
2028325.7
202918.5
203011.3
Thereafter466.2

5.75% Senior Notes due 2028

In September 2019, we issued $300.0 million in aggregate principal amount of 5.75% senior unsecured notes (the “2028 Senior Notes”). The 2028 Senior Notes were set to mature on February 1, 2028 and interest was payable semi-annually in cash in arrears on February 1 and August 1. The net proceeds from the 2028 Senior Notes offering were $295.0 million after debt issuance costs. In January 2026, we issued the 2034 Senior Notes (as defined below), and part of the proceeds of the offering were used to redeem the 2028 Senior Notes in full. See Note 20, Subsequent Events, for additional information.

The indenture covering the 2028 Senior Notes was discharged and satisfied in connection with the redemption of the 2028 Senior Notes. The indenture contained restrictive covenants that, among other things, limited the ability of the Company and certain of our subsidiaries (subject to certain exceptions) to: (i) incur additional debt and issue preferred stock; (ii) pay dividends on, redeem or repurchase stock in an aggregate amount exceeding 2.0% of market capitalization per fiscal year, or in an aggregate amount exceeding certain applicable restricted payment baskets; (iii) prepay subordinated debt; (iv) create liens; (v) make specified types of investments; (vi) apply net proceeds from certain asset sales; (vii) engage in transactions with affiliates; (viii) merge, consolidate or sell substantially all of our assets; and (ix) pay dividends and make other distributions from subsidiaries.

Credit Facilities

In February 2022, we amended and extended the term of our asset-based lending credit agreement (the "ABL Credit Agreement"). The ABL Credit Agreement increased the commitment under the asset-based lending credit facility (the "ABL Revolver") to $250.0 million from $200.0 million, and permits us to further increase the commitment amount up to $300.0 million. The amendment also extended the maturity date from September 26, 2024 to February 17, 2027. The ABL Revolver bears interest at either the base rate or the Secured Overnight Financing Rate ("Term SOFR"), at our election, plus a margin of 0.25% or 0.50% in the case of base rate loans or 1.25% or 1.50% for Term SOFR advances (in each case based on a measure of availability under the ABL Credit Agreement). The amendment also allows for modification of specified fees dependent upon achieving certain sustainability targets, in addition to making other modifications to the ABL Credit Agreement. Including outstanding letters of credit, our remaining availability under the ABL Revolver as of December 31, 2025 was $246.5 million. In January 2026, we entered into the ABL Fourth Amendment (as defined below) which increased the commitment under the ABL Revolver to $375.0 million and extended the maturity date to January 21, 2031. For additional information regarding the ABL Fourth Amendment, see Note 20, Subsequent Events.

The ABL Revolver provides incremental revolving credit facility commitments of up to $50.0 million. The terms and conditions of any incremental revolving credit facility commitments must be no more favorable than the terms of the ABL Revolver. The ABL Revolver also allows for the issuance of letters of credit of up to $100.0 million in aggregate and borrowing of swingline loans of up to $25.0 million in aggregate.

The ABL Credit Agreement contains a financial covenant requiring the satisfaction of a minimum of fixed charge coverage ratio of 1.0 x in the event that we do not meet a minimum measure of availability under the ABL Revolver. The ABL Credit Agreement and the Term Loan Agreement (as defined below) contain restrictive covenants that, among other things, limit the ability of the Company and certain of our subsidiaries (subject to certain exceptions) to: (i) incur additional debt and issue preferred stock; (ii) pay dividends on, redeem or repurchase stock in an aggregate amount exceeding the greater of 2.0% of market capitalization per fiscal year or certain applicable restricted payment basket amounts; (iii) prepay subordinated debt; (iv) create liens; (v) make specified types of investments; (vi) apply net proceeds from certain asset sales; (vii) engage in transactions with affiliates; (viii) merge, consolidate or sell substantially all of our assets; and (ix) pay dividends and make other distributions from subsidiaries.

In March 2024, we entered into Amendment No. 3 to our Term loan Credit Agreement ("Third Amendment"). The Third Amendment amended certain terms of the previous seven-year term loan facility with Royal Bank of Canada as the administrative agent and collateral agent thereunder under our credit agreement (the “Term Loan Agreement”), dated as of December 14, 2021 (as previously amended by the First Amendment thereto dated April 28, 2023 and the Second Amendment thereto dated August 14, 2023). The Third Amendment allowed for the issuance of a new term loan (the "Term Loan") in the amount of $500 million which will mature on March 28, 2031. Net proceeds of the Term Loan were used to refinance the remaining $490.0 million on our previous term loan, pay fees and increase working capital. In November 2024, we repriced our Term Loan by entering into the ABL Fourth Amendment (as defined below). The amended Term Loan now bears interest, at our option, at a rate equal to either: the adjusted Term SOFR plus 1.75% per annum, or an alternative base rate plus 0.75%.

The Term Loan amortizes in quarterly principal payments of $1.25 million, with any remaining unpaid balances due on the maturity date of March 28, 2031. As of December 31, 2025, we had$488.1 million, net of unamortized debt issuance costs, due on our Term Loan.

Subject to certain exceptions, the Term Loan will be subject to mandatory prepayments of (i)100% of the net cash proceeds from issuances or incurrence of debt by the Company or any of its restricted subsidiaries (other than with respect to certain permitted indebtedness (excluding any refinancing indebtedness); (ii)100% (with step-downs to 50% and 0% based on achievement of specified net leverage ratios) of the net cash proceeds from certain sales or dispositions of assets by the Company or any of its restricted subsidiaries in excess of a certain amount and subject to reinvestment provision and certain other exception; and (iii)50% (with step-downs to 25% and 0% based upon achievement of specified net leverage ratios) of excess cash flow of the Company and its restricted subsidiaries in excess of $15.0 million, subject to certain exceptions and limitations.

All of the obligations under the Term Loan and ABL Revolver are guaranteed by all of the Company’s existing restricted subsidiaries and will be guaranteed by the Company’s future restricted subsidiaries. Additionally, all obligations under the Term Loan and ABL Revolver, and the guarantees of those obligations, are secured by substantially all of the assets of the Company and the guarantors, subject to certain exceptions and permitted liens, including a first-priority security interest in such assets that constitute ABL Priority Collateral, as defined in the ABL Credit Agreement, and a second-priority security interest in such assets that constitute Term Loan Priority Collateral, as defined in the Term Loan Agreement.

Vehicle and Equipment Notes

We are party to a Master Loan and Security Agreement (“Master Loan and Security Agreement”), a Master Equipment Lease Agreement (“Master Equipment Agreement”) and one or more Master Loan Agreements (“Master Loan Agreements” and together with the Master Loan and Security Agreement and Master Equipment Agreement the “Master Loan Equipment Agreements”) with various lenders to provide financing for the purpose of purchasing or leasing vehicles and equipment used in the normal course of business. Each financing arrangement under these agreements constitutes a separate note and obligation. Vehicles and equipment purchased or leased under each financing arrangement serve as collateral for the note applicable to such financing arrangement. Regular payments are due under each note for a period of typically 60 consecutive months after the incurrence of the obligation. The specific terms of each note are based on specific criteria, including the type of vehicle or equipment and the market interest rates at the time.

Total outstanding loan balances relating to our master loan and equipment agreements were $98.5 million and $82.3 million as of December 31, 2025 and 2024, respectively. Depreciation of assets held under these agreements is included within cost of sales on the Consolidated Statements of Operations and Comprehensive Income.

NOTE 9 –LEASES

We lease various assets in the ordinary course of business as follows: warehouses to store our materials and perform staging activities for certain products we install; various office spaces for selling and administrative activities to support our business; and certain vehicles and equipment to facilitate our operations, including, but not limited to, trucks, forklifts and office equipment.

The table below presents the lease-related assets and liabilities recorded on the Consolidated Balance Sheets:

(in millions) · Classification · As of December 31,
2025 · 2024
Assets
Non-Current
OperatingOperating lease right-of-use assets$98.7$95.6
FinanceProperty and equipment, net6.77.9
Total lease assets$105.4$103.5
Liabilities
Current
OperatingCurrent maturities of operating lease obligations$37.0$34.3
FinancingCurrent maturities of finance lease obligations2.72.8
Non-Current
OperatingOperating lease obligations61.461.0
FinancingFinance lease obligations4.05.4
Total lease liabilities$105.1$103.5
Weighted-average remaining lease term
Operating leases3.6 years3.6 years
Finance leases2.7 years3.0 years
Weighted-average discount rate
Operating leases5.55%5.68%
Finance leases7.78%7.74%

Lease Costs

The table below presents certain information related to the lease costs for finance and operating leases during 2025, 2024 and 2023:

Years ended December 31,
(in millions)Classification202520242023
Operating lease cost (1)Administrative$50.8$44.2$38.2
Finance lease cost
Amortization of leased assets (2)Cost of sales3.53.93.7
Interest on finance lease obligationsInterest expense, net0.60.70.6
Total lease costs$54.9$48.8$42.5

(1)Includes variable lease costs of $7.1 million, $5.5 million and $4.7 million for the years ended December 31, 2025, 2024 and 2023, respectively, and short-term lease costs of $1.4 million, $2.4 million and $1.3 million for the years ended December 31, 2025, 2024 and 2023, respectively.

(2)Includes variable lease costs of $0.6 million, $0.8 million, and $0.7 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Other Information

The table below presents supplemental cash flow information related to leases during 2025, 2024 and 2023:

Years ended December 31,
(in millions)202520242023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases$42.0$36.5$31.6
Operating cash flows for finance leases0.60.70.6
Financing cash flows for finance leases3.13.02.9

Undiscounted Cash Flows

The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years for the finance lease obligations and operating lease obligations recorded on the Consolidated Balance Sheets as of December 31, 2025:

Finance Leases · Operating Leases
(in millions) · Related Party · Other · Total Operating
2026$3.1$0.5$41.1$41.6
20272.40.127.928.0
20281.2—18.018.0
20290.5—10.410.4
20300.3—5.65.6
Thereafter——5.05.0
Total minimum lease payments7.5$0.6$108.0108.6
Less: Amounts representing interest(0.8)(10.2)
Present value of future minimum lease payments6.798.4
Less: Current obligation under leases(2.7)(37.0)
Long-term lease obligations$4.0$61.4

NOTE 10 –FAIR VALUE MEASUREMENTS

Fair Values

Fair value is the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

ASC 820, “Fair Value Measurement,” establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect our estimates about the assumptions that market participants would use in pricing an asset or liability.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

In many cases, a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. During the periods presented, there were no transfers between fair value hierarchical levels.

Assets Measured at Fair Value on a Nonrecurring Basis

Certain assets, specifically other intangible and long-lived assets, are measured at fair value on a nonrecurring basis in periods subsequent to initial recognition. Assets measured at fair value on a nonrecurring basis as of December 31, 2025 and 2024 are categorized based on the lowest level of significant input to the valuation. The assets are measured at fair value when our impairment assessment indicates a carrying value for each of the assets in excess of the asset’s estimated fair value. Undiscounted cash flows, a Level 3 input, are utilized in determining estimated fair values. Certain long-lived assets were impaired based on estimated future cash flows due to the wind down of a single branch during 2024. During each of the years ended December 31, 2025 and 2023, we did not record any impairments on these assets required to be measured at fair value on a nonrecurring basis.

The table below presents asset impairment information related to long-lived assets (in millions):

Years ended December 31,
202520242023
Property and equipment assets impairment$—$0.2$—
Right-of-use assets impairment—0.1—
Intangible assets impairment—4.6—
Total asset impairments$—$4.9$—

Estimated Fair Value of Financial Instruments

Accounts receivable, accounts payable and accrued liabilities as of December 31, 2025 and 2024 approximate fair value due to the short-term maturities of these financial instruments. The carrying amounts of certain long-term debt, including the Term Loan and ABL Revolver as of December 31, 2025 and 2024, approximate fair value due to the variable rate nature of the agreements. The carrying amounts of our operating lease right-of-use assets and the obligations associated with our operating and finance leases as well as our vehicle and equipment notes approximate fair value as of December 31, 2025 and 2024. All debt classifications represent Level 2 fair value measurements. Derivative financial instruments are measured at fair value based on observable market information and appropriate valuation methods.

Contingent consideration liabilities arise from future earnout payments to the sellers associated with certain acquisitions and are based on predetermined calculations of certain future results. These future payments are estimated by considering various factors, including business risk and projections. The contingent consideration liabilities are measured at fair value by discounting estimated future payments, calculated based on a weighted average of various future forecast scenarios, to their net present value.

The fair values of financial assets and liabilities that are recorded at fair value in the Consolidated Balance Sheets and not described above were as follows (in millions):

As of December 31, 2025As of December 31, 2024
TotalLevel 1Level 2Level 3TotalLevel 1Level 2Level 3
Financial assets:
Money market funds$278.8$278.8$—$—$296.7$296.7$—$—
Derivative financial instruments2.9—2.9—22.3—22.3—
Total financial assets$281.7$278.8$2.9$—$319.0$296.7$22.3$—
Financial liabilities:
Contingent consideration$—$—$—$—$0.6$—$—$0.6

See Note 5, Cash and Cash Equivalents, for more information on money market funds included in the table above. Also see Note 12, Derivatives and Hedging Activities, for more information on derivative financial instruments.

The change in fair value of the contingent consideration (a Level 3 input) was as follows (in millions):

Contingent consideration liability—January 1, 2025$0.6
Accretion in value0.0
Gains on acquisition earnouts(0.2)
Amounts paid to sellers(0.4)
Contingent consideration liability—December 31, 2025$—

The accretion in value of contingent consideration liabilities and the gains on acquisition earnouts are both included within administrative expenses on the Consolidated Statement of Operations and Comprehensive Income.

The carrying values and associated fair values of financial liabilities that are not recorded at fair value in the Consolidated Balance Sheets and not described above include our 2028 Senior Notes. To estimate fair value of our 2028 Senior Notes, we utilized third-party quotes which are derived all or in part from model prices, external sources or market prices. The 2028 Senior Notes represent a Level 2 fair value measurement and are as follows (in millions):

As of December 31, 2025As of December 31, 2024
Carrying ValueFair ValueCarrying ValueFair Value
2028 Senior Notes (1)$300.0$300.4$300.0$295.0

(1) Excludes the impact of unamortized debt issuance costs.

See Note 8, Long-term Debt, for more information on our 2028 Senior Notes.

NOTE 11 -INFORMATION ON SEGMENTS

Our Chief Executive Officer is our Chief Operating Decision Maker ("CODM") who reviews financial information of each of ourthree operating segments, consisting of Installation, Distribution and Manufacturing, for the purpose of assessing business performance, managing the business and allocating resources.

Our Installation operating segment represents the majority of our net revenue and gross profit and forms ourone reportable segment. This operating segment represents the service-based installation of insulation and complementary building products in the residential new construction, repair and remodel and commercial construction end markets from our national network of branch locations. These branch locations have similar economic and operating characteristics including the nature of products and services offered, operating procedures and risks, customer bases, employee incentives, material procurement and shared corporate resources which led us to conclude that they combine to formone operating segment.

The Other category reported below reflects the operations of ourtwo remaining operating segments, Distribution and Manufacturing, which do not meet the quantitative thresholds for separate reporting. Our Distribution operating segment includes our distribution businesses that sell insulation, gutters and accessories primarily to installers of these products who operate in multiple end markets. Our Manufacturing operating segment consists of our manufacturing operations which produce cellulose insulation, asphalt fibers, industrial fibers and tempered glass products to sell to distributors and installers of these products.

The Installation reportable segment includes substantially all of our net revenue from services while net revenue included in the Other category includes substantially all of our net revenue from sales of products. The intercompany sales from the Other category to the Installation reportable segment include a profit margin while our Installation segment records these transactions at cost. These transactions are shown in the reconciliation of revenue and segment gross profit below.

The key metrics used by our CODM to assess performance, review results and allocate resources of our operating segments are revenue and segment gross profit. Our CODM evaluates performance through reviews of revenue and segment gross profit to monitor budget versus actual results, which informs resource allocation and management decisions. We define segment gross profit as revenue less cost of sales, excluding depreciation and amortization. We do not report depreciation, amortization, operating expenses, other expense, net or total assets by segment because our CODM does not regularly receive or use this information at a disaggregated level. The following tables represent our Installation segment information for the years ended December 31, 2025, 2024 and 2023 (in millions):

Years ended December 31,
Installation Segment202520242023
Revenue$2,763.6$2,761.9$2,605.6
Cost of sales (1)1,742.51,759.91,674.7
Segment gross profit$1,021.1$1,002.0$930.9
Segment gross profit percentage36.9%36.3%35.7%

(1)Cost of sales included in the Installation segment gross profit is exclusive of depreciation and amortization for the years ended December 31, 2025, 2024 and 2023.

The reconciliation of Installation revenue and segment gross profit for each period as shown in the table above to consolidated net revenue and income before income taxes is as follows (in millions):

Years ended December 31,
202520242023
Reconciliation of revenue:
Installation segment revenue$2,763.6$2,761.9$2,605.6
Other revenue (1)258.6196.9182.0
Elimination of inter-segment revenue(51.4)(17.5)(9.0)
Total consolidated net revenue$2,970.8$2,941.3$2,778.6
Reconciliation of segment gross profit:
Installation segment gross profit$1,021.1$1,002.0$930.9
Other gross profit (1)65.253.151.3
Elimination of inter-segment gross profit(15.6)(5.2)(2.3)
Less:
Depreciation and amortization61.455.449.2
Total consolidated gross profit, as reported1,009.3994.5930.7
Operating expenses622.9612.0561.6
Operating income386.4382.5369.1
Other expense, net29.436.136.0
Income before income taxes$357.0$346.4$333.1

(1)Other revenue and other gross profit include the remainingtwo operating segments, Distribution and Manufacturing before inter-segment eliminations. These operating segments are each below the quantitative thresholds for being reported as a reportable segment for the years ended December 31, 2025, 2024 and 2023.

NOTE 12 –DERIVATIVES AND HEDGING ACTIVITIES

Risk Management Objective of Using Derivatives

We are exposed to certain risks arising from both our business operations and economic conditions. We manage exposure to a wide variety of business and operational risks through our core business activities. We manage economic risks, including interest rate, liquidity and credit risk primarily by overseeing the amount, sources and duration of debt funding and the use of derivative financial instruments. Specifically, we have entered into derivative financial instruments to manage exposure to interest rate movements that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. Our derivative financial instruments are used to manage differences in the amount, timing and duration of our known or expected cash receipts and known or expected cash payments principally related to our investments and borrowings.

Cash Flow Hedges of Interest Rate Risk

Our purpose for using interest rate derivatives is to add stability to interest expense and to manage our exposure to interest rate movements. During the year ended December 31, 2025, we used interest rate swaps to hedge the variable cash flows associated with existing variable-rate debt. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. We do not use derivatives for trading or speculative purposes and we currently do not have any derivatives that are not designated as hedges. As of December 31, 2025, we have not posted any collateral related to these agreements.

As of December 31, 2025 and December 31, 2024, we had the following interest rate swap derivatives (notional amount in millions):

Effective DateNotional AmountFixed RateMaturity Date
April 28, 2023$200.00.46%December 31, 2025
April 28, 2023100.01.32%December 31, 2025
April 28, 2023100.01.32%December 31, 2025
December 31, 2025300.03.06%December 14, 2028
December 31, 2025100.02.93%December 14, 2028

As of December 31, 2025, we havetwo active interest rate swaps that serve to hedge $400.0 million of the variable cash flows on our variable rate Term Loan through December 14, 2028. The assets associated with these interest rate swaps are included in other current assets and other non-current assets on the Consolidated Balance Sheets at their fair value amounts as described in Note 10, Fair Value Measurements.

We previously amended the maturity dates on allthree of our matured interest rate swaps and the related remaining unrealized gains will be amortized as a decrease to interest expense, net through the original maturity dates of April 15, 2030 and December 15, 2028. For the each of the years ended December 31, 2025, 2024 and 2023, we amortized$7.1 million of the unrealized gains as a decrease to interest expense, net. These matured swaps included off-market terms at inception. The other-than-insignificant financing element was amortized as an increase to interest expense, net through the December 31, 2025 maturity date of the matured swaps. For each of the years ended December 31, 2025, 2024 and 2023, we amortized $7.4 million of the financing element as an increase to interest expense, net.

During the years ended December 31, 2025, 2024 and 2023, we also amortized$1.2 million,$4.1 million and$4.1 million, respectively, of the remaining unrealized losses associated with the August 2020 terminated swaps as an increase to interest expense, net. All remaining unrealized losses were fully amortized as of April 2025.

The changes in the fair value of derivatives designated, and that qualify, as cash flow hedges are recorded in other comprehensive (loss) income, net of tax on the Consolidated Statements of Operations and Comprehensive Income and in accumulated other comprehensive income on the Consolidated Balance Sheets and subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. We had no such changes during the years ended December 31, 2025 and 2024.

Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense, net as interest payments are made on our variable-rate debt, and as our amended matured swaps are amortized. Over the next twelve months, we estimate that an additional$8.5 million will be reclassified as a decrease to interest expense, net.

The following table summarizes amounts recorded tointerest expense, net included in the Condensed Consolidated Statements of Operations and Comprehensive Income related to our interest rate swaps (in millions):

As of December 31,
202520242023
(Benefit) associated with swap net settlements$(13.6)$(17.4)$(16.7)
Expense associated with amortization of amended/terminated swaps1.54.44.5

The year over year changes from December 31, 2024 to December 31, 2025 above were a result of lower market interest rates which reduced the benefit received from swap counterparties as well as the unrealized losses of our August 2020 swaps becoming fully amortized in April 2025.

NOTE 13 –STOCKHOLDERS’ EQUITY

Accumulated other comprehensive income

The change in accumulated other comprehensive income related to our interest rate derivatives, net of taxes, was as follows (in millions):

Years Ended December 31,
202520242023
Accumulated gain at beginning of period$35.0$33.7$40.6
Unrealized (loss) in fair value of interest rate derivatives(14.0)(2.0)(10.2)
Reclassification of realized net losses to earnings1.13.33.3
Accumulated gain at end of period$22.1$35.0$33.7

The reclassifications of realized net losses to earnings in the above table are recorded within interest expense, net.

Share repurchases

On February 27, 2025, we announced that our board of directors authorized a stock repurchase program that allows for the repurchase of up to $500.0 million of our outstanding common stock. This program replaced the previous program and is in effect through March 1, 2026. During the year ended December 31, 2025, we repurchased 850 thousand shares of our common stock with an aggregate price of approximately $172.6 million, or $203.03 average price per share. As of December 31, 2025, we had $327.4 million remaining on the stock repurchase program. During the year ended December 31, 2024 we repurchased approximately 698 thousand shares of our common stock with an aggregate price of approximately $145.3 million, or $208.23 average price per share. The effect of these treasury shares in reducing the number of common shares outstanding is reflected in our earnings per share calculation.

On February 26, 2026, we announced that our board of directors authorized a new stock repurchase program that allows for the repurchase of up to $500.0 million of our outstanding common stock. The new program replaces the previous program and is in effect through March 1, 2027.

Dividends

During the year ended December 31, 2025, we declared and paid the following cash dividends (amount declared and amount paid in millions):

Declaration DateRecord DatePayment DateDividend Per ShareAmount DeclaredAmount Paid
2/27/20253/14/20253/31/2025$1.70$47.1$46.7
2/27/20253/14/20253/31/20250.3710.210.1
5/8/20256/15/20256/30/20250.3710.110.1
8/7/20259/15/20259/30/20250.3710.110.0
10/30/202512/15/202512/31/20250.3710.09.9

During the year ended December 31, 2024, we declared and paid the following cash dividends (amount declared and amount paid in millions):

Declaration DateRecord DatePayment DateDividend Per ShareAmount DeclaredAmount Paid
2/22/20243/15/20243/31/2024$1.60$45.5$45.1
2/22/20243/15/20243/31/20240.3510.09.8
5/9/20246/15/20246/30/20240.359.89.8
8/1/20249/15/20249/30/20240.359.89.8
11/7/202412/15/202412/31/20240.359.89.7

The amount of dividends declared may vary from the amount of dividends paid in a period due to the vesting of restricted stock awards and performance share awards, which accrue dividend equivalent rights that are paid when the award vests. During the years ended December 31, 2025 and 2024, we paid $0.8 million and $0.5 million, respectively, in accrued dividends not included in the table above related to the vesting of these awards. The payment of future dividends will be at the discretion of our board of directors and will depend on our future earnings, capital requirements, financial condition, future prospects, results of operations, contractual restrictions, legal requirements, and other factors deemed relevant by our board of directors.

Our credit facilities place restrictions on the amount of dividends and stock repurchases we can make during a fiscal year. See Note 8, Long-term Debt, for more information.

NOTE 14 –EMPLOYEE BENEFITS

Healthcare

We participate in multiple healthcare plans, the largest of which is partially self-funded with an insurance company paying benefits in excess of stop loss limits per individual/family. Our healthcare benefit expense (net of employee contributions) was approximately $35.3 million for the year ended December 31, 2025, and $34.7 million for each of the years ended December 31, 2024 and 2023, for all plans. An accrual for estimated healthcare claims incurred but not reported (“IBNR”) is included within accrued compensation on the Consolidated Balance Sheets and was $4.9 million and $4.8 million as of December 31, 2025 and 2024, respectively.

Workers’ Compensation

We participate in multiple workers’ compensation plans. Under these plans, for a significant portion of our business, we use a high deductible program to cover losses above the deductible amount on a per claim basis. We accrue for the estimated losses occurring from both asserted and unasserted claims. Workers’ compensation liability for premiums is included in other current liabilities on the Consolidated Balance Sheets. Insurance claims and reserves include accruals of estimated settlements for known claims, as well as accruals of actuarial estimates of IBNR claims. In estimating these reserves, historical loss experience and judgments about the expected levels of costs per claim are considered. These claims are accounted for based on actuarial estimates of the undiscounted claims, including IBNR. We believe the use of actuarial methods to account for these liabilities provides a consistent and effective way to measure these highly judgmental accruals.

Workers’ compensation expense totaled $24.2 million, $19.3 million and $20.9 million for the years ended December 31, 2025, 2024 and 2023, respectively, and is included in cost of sales on the Consolidated Statements of Operations and Comprehensive Income.

Workers’ compensation known claims and IBNR reserves included on the Consolidated Balance Sheets were as follows (in millions):

As of December 31,
20252024
Included in other current liabilities$10.4$9.2
Included in other long-term liabilities20.518.5
$30.9$27.7

We also had insurance receivables included on the Consolidated Balance Sheets that, in aggregate, offset equal liabilities included within the reserve amounts noted above and were as follows (in millions):

As of December 31,
20252024
Included in other non-current assets$4.8$4.4

Retirement Plans

We participate in multiple 401(k) plans, whereby we provide a matching contribution of wages deferred by employees and can also make discretionary contributions to each plan. Certain plans allow for discretionary employer contributions only. These plans cover substantially all our eligible employees. During the years ended December 31, 2025, 2024 and 2023, we recognized 401(k) plan expenses of $3.3 million, $3.5 million and $3.2 million, respectively, which is included in administrative expenses on the accompanying Consolidated Statements of Operations and Comprehensive Income.

Multiemployer Pension Plans

We participate in various multiemployer pension plans under collective bargaining agreements in Washington, Oregon, California and Illinois with other companies in the construction industry. These plans cover our union-represented employees and contributions to these plans are expensed as incurred. These plans generally provide for retirement, death and/or termination benefits for eligible employees within the applicable collective bargaining units, based on specific eligibility/participation requirements, vesting periods and benefit formulas. We do not participate in any multiemployer pension plans that are considered to be individually significant.

The risks of participating in these multiemployer pension plans are different from single-employer pension plans. For example:

Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers.

If a participating employer stops contributing to the multiemployer plan, the unfunded obligations of the plan may be borne by the remaining participating employers.

If a participating employer chooses to stop participating in these multiemployer plans, the employer may be required to pay those plans a withdrawal liability based upon the underfunded status of the plan.

We also participate in various multiemployer health and welfare plans that cover both active and retired participants. Health care benefits are provided to participants who meet certain eligibility requirements under the applicable collective bargaining unit.

Our contributions to multiemployer pension and health and welfare benefit plans were as follows (in millions):

Years ended December 31,
202520242023
Pension plans$3.0$2.8$3.6
Health & welfare plans3.02.93.7
Total contributions$6.0$5.7$7.3

The increase in contributions for the year ended December 31, 2025 was primarily driven by an increase in hours worked by union employees. We didnot acquire any businesses with union employees in the year ended December 31, 2025 and we acquiredone business with union employees in the year ended December 31, 2024.

Share-Based Compensation

Common Stock Awards

We periodically grant shares of our common stock under our 2023 Omnibus Incentive Plan to non-employee members of our board of directors and our employees. During the years ended December 31, 2025, 2024 and 2023, we granted approximately five thousand, four thousand andseven thousand shares of restricted stock, respectively, to non-employee members of our board of directors that will vest over aone-year service period.

In addition, we granted approximately 50 thousand,37 thousand,67 thousand shares of our common stock to employees in each of the years ended December 31, 2025, 2024 and 2023, respectively. Substantially all of the stock will vest inthree equal installments (rounded to the nearest whole share) annually over athree-year service period.

Employees - Performance-Based Stock Awards

We periodically grant nonvested stock awards subject to performance-based vesting conditions to certain officers. During the year ended December 31, 2025, we issued approximately 34 thousand shares of our common stock which vest intwo equal installments on each of April 20, 2026 and April 20, 2027. In addition, during the year ended December 31, 2025, we established, and our board of directors approved, performance-based targets in connection with common stock awards to be issued to certain officers in 2026 contingent upon achievement of these targets.

In addition, there are various performance-based bonus plans for certain employees to be issued through the 2029 performance period that are accounted for as liability-based awards since they represent a fixed monetary amount that will be settled with a variable number of common shares contingent upon achievement of certain performance targets. Some of these awards will vest in 2030 if achieved. During the years ended December 31, 2025, 2024 and 2023 we granted approximately 27 thousand, four thousand andeight thousand shares of our common stock, respectively, all of which vested in April 2025.

Employees - Performance-Based Restricted Stock Units

During 2024, we established, and our board of directors approved, performance-based restricted stock units in connection with common stock awards which were issued to certain employees in 2025 based upon achievement of a performance target. In addition, during the year ended December 31, 2025, we established, and our board of directors approved, performance-based restricted stock units in connection with common stock awards to be issued to certain employees in 2026 based upon achievement of a performance target. These units will be accounted for as equity-based awards that will be settled with a fixed number of common shares. During the years ended December 31, 2025, 2024 and 2023 we granted approximately 11 thousand, eight thousand and 15 thousand units, respectively, each requiring aone-year service period before vesting.

Share-Based Compensation Summary

Amounts and changes for each category of equity-based award were as follows:

Common Stock Awards · Performance-Based Stock Awards · Performance-Based Restricted Stock Units
AwardsWeighted Average Grant Date Fair Value Per ShareAwardsWeighted Average Grant Date Fair Value Per ShareUnitsWeighted Average Grant Date Fair Value Per Share
Nonvested awards/units at December 31, 2024105,957$156.41131,134$133.047,861$242.85
Granted82,027171.1246,556170.9911,495170.37
Vested(94,849)155.05(63,985)106.50(7,797)242.01
Forfeited/Cancelled(1,347)174.73(3,119)170.99(683)186.71
Nonvested awards/units at December 31, 202591,788$170.70110,586$163.3010,876$170.37

The following table summarizes the share-based compensation expense recognized by award type (in millions):

Years ended December 31,
202520242023
Common Stock Awards$9.5$6.8$7.1
Non-Employee Common Stock Awards0.90.80.7
Performance-Based Stock Awards7.16.96.3
Liability Performance-Based Stock Awards2.23.00.3
Performance-Based Restricted Stock Units1.81.91.5
$21.5$19.4$15.9

We recorded the following stock compensation expense, by income statement category (in millions):

Years ended December 31,
202520242023
Cost of sales$1.1$1.1$0.9
Selling0.60.60.4
Administrative19.817.714.6
$21.5$19.4$15.9

Administrative stock compensation expense includes all stock compensation earned by our administrative personnel, while cost of sales and selling stock compensation represents all stock compensation earned by our installation and sales employees, respectively. We recognized federal windfall tax benefits of$0.2 million,$1.7 million and $1.0 million for the years ended December 31, 2025, 2024 and 2023, respectively, within the income tax provision in the Consolidated Statements of Operations and Comprehensive Income.

Unrecognized share-based compensation expense related to unvested awards was as follows (in millions):

As of December 31, 2025
UnrecognizedCompensation Expenseon Unvested AwardsWeighted AverageRemainingVesting Period
Common Stock Awards$9.51.8 years
Performance-Based Stock Awards7.21.6 years
Performance-Based Restricted Stock Units0.50.3 years
Total unrecognized compensation expense related to unvested awards$17.2

Total unrecognized compensation expense is subject to future adjustments for forfeitures. This expense is expected to be recognized over the remaining weighted-average period shown above on a straight-line basis except for the Performance-Based Stock Awards which uses the graded-vesting method. Shares forfeited are returned as treasury shares and available for future issuances.

During the years ended December 31, 2025, 2024 and 2023, our employees surrendered approximately 56 thousand,36 thousand and 52 thousand shares of our common stock under all plans, respectively, to satisfy tax withholding obligations arising in connection with the vesting of common stock awards issued under our 2023 and 2014 Omnibus Incentive Plans.

As of December 31, 2025, approximately 1.7 million of the 2.1 million shares of common stock authorized for issuance were available for issuance under the 2023 Omnibus Incentive Plan.

NOTE 15 –INCOME TAXES

The provision for income taxes is comprised of the following (in millions):

Years ended December 31,
202520242023
Current:
Federal$69.1$69.4$66.2
State and local18.818.822.6
87.988.288.8
Deferred:
Federal3.61.30.5
State and local0.10.30.1
3.71.60.6
Total tax expense$91.6$89.8$89.4

We have chosen to apply the requirements of ASU 2023-09 prospectively, so enhanced disclosures reflected in the below table only apply to the year ended December 31, 2025. See Note 2, Significant Accounting Policies, for additional information on this accounting standards update. The reconciliation between our effective tax rate on net income and the federal statutory rate is as follows (in millions):

Years ended December 31,
2025 · 2024 · 2023
Income tax at federal statutory rate$75.021.0%$72.721.0%$70.021.0%
State and local income taxes, net of federal benefit (1)14.84.2%15.44.4%17.95.4%
Tax credits(0.5)(0.2)%——%——%
Stock compensation0.50.1%(1.1)(0.3)%(0.5)(0.2)%
Other permanent items——%2.30.7%1.80.5%
Nontaxable or deductible items1.40.4%——%——%
Change in unrecognized tax benefits0.40.1%0.50.1%0.20.1%
Total tax expense$91.625.6%$89.825.9%$89.426.8%

(1) During the year ended December 31, 2025, states that make up the majority (greater than 50%) of the effect of the state and local income tax expenses are California, Minnesota, Florida, Wisconsin, Indiana, Texas, Virginia, North Carolina and Colorado.

Components of the net deferred tax asset or liability are as follows (in millions):

As of December 31,
20252024
Deferred Tax Assets
Long-term
Accrued liabilities and allowances$11.6$13.0
Allowance for doubtful accounts2.51.9
Inventories1.71.5
Property and equipment0.30.3
Intangibles12.310.6
Other0.1—
Long-term deferred tax assets28.527.3
Deferred Tax Liabilities
Long-term
Accrued liabilities and allowances(2.9)(2.7)
Property and equipment(9.9)(9.9)
Intangibles(20.3)(15.7)
Investment in partnership(18.8)(23.4)
Other(1.0)(1.5)
Long-term deferred tax liabilities(52.9)(53.2)
Net deferred tax liabilities$(24.4)$(25.9)
The above amounts are included in our Consolidated Balance Sheets as follows:
Other non-current assets0.30.4
Long-term deferred income tax liabilities(24.7)(26.3)
Net deferred tax liabilities$(24.4)$(25.9)

Valuation Allowance

We assess the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize the existing deferred tax assets on a jurisdiction and by tax filing entity basis. A significant piece of objective negative evidence evaluated is cumulative losses incurred over the most recent three-year period. Such objective evidence limits our ability to consider other subjective positive evidence such as our projections for future growth. Based on this evaluation, no valuation allowance has been recorded as of December 31, 2025 or 2024.

Income Taxes Paid

Income taxes paid, net of refunds received, by jurisdiction is as follows (in millions):

Year ended December 31,
US federal (1)$64.0
State and local18.1
Total income taxes paid$82.1

(1) Includes cash payments of $7.5 million to acquire transferrable tax credits, which were applied to our federal income tax obligations.

During the year ended December 31, 2025, no individual jurisdiction's income taxes paid (net of refunds received) exceeds five percent of total income taxes paid (net of refunds received).

Unrecognized Tax Benefits

We are subject to taxation in the United States and various state jurisdictions. As of December 31, 2025, our tax years for 2021 through 2024 are subject to examination by the tax authorities. A rollforward of the gross unrecognized tax benefits is as follows (in millions):

Unrecognized tax benefit, December 31, 2022$4.9
Increase as a result of tax positions taken during the period7.5
Decrease as a result of tax positions taken during the period(5.5)
Increase as a result of expiring statutes0.1
Unrecognized tax benefit, December 31, 2023$7.0
Increase as a result of tax positions taken during the period7.7
Decrease as a result of tax positions taken during the period(7.0)
Decrease as a result of expiring statutes(0.1)
Unrecognized tax benefit, December 31, 2024$7.6
Increase as a result of tax positions taken during the period7.5
Decrease as a result of tax positions taken during the period(7.6)
Increase as a result of expiring statutes0.4
Unrecognized tax benefit, December 31, 2025$7.9

We hadno unrecognized tax benefits at December 31, 2025 that would unfavorably affect the effective tax rate. Interest expense and penalties accrued related to uncertain tax positions as of December 31, 2025 and 2024 are $1.4 million and $1.2 million, respectively.

In July 2025, the One Big Beautiful Bill Act (the "OBBB Act") was enacted in the United States. The OBBB Act made permanent certain key provisions from the 2017 Tax Cuts and Jobs Act, with other provisions becoming effective through 2027. We are still assessing the new provisions under the OBBB Act to determine what impact it will have on future effective tax rates as a result of its enactment.

NOTE 16 –RELATED PARTY TRANSACTIONS

We sell installation services to other companies related to us through common or affiliated ownership and/or board of directors and/or management relationships. We also purchase services and materials and pay rent to companies with common or related ownership. We signed an agreement with a related party to relocate our corporate headquarters and expect to take possession of the new location in the second quarter of 2026. No rent payments were made in 2025.

We lease our current headquarters and certain other facilities from related parties. See Note 9, Leases, for future minimum lease payments to be paid to these related parties.

The amount of sales to common or related parties as well as the purchases from and rent expense paid to common or related parties were as follows (in millions):

Years ended December 31,
202520242023
Sales$25.0$24.6$20.3
Purchases3.82.32.2
Rent1.21.11.2

At December 31, 2025 and 2024, we had related party receivables of approximately $1.6 million and $1.2 million, respectively, included on our Consolidated Balance Sheets. These balances primarily represent trade accounts receivable arising during the normal course of business with various related parties. M/I Homes, Inc., a customer whose Chairman, President and Chief Executive Officer is a member of our board of directors, accounted for $1.5 million of the related party accounts receivable balance as of December 31, 2025. Additionally, M/I Homes, Inc. accounted for a significant portion of our related party sales during the years ended December 31, 2025 and 2024.

As part of our stock repurchase program, we completed three private share repurchases during the year ended December 31, 2025 with PJAM IBP Holdings Inc., whose President is our Chief Executive Officer and is deemed a beneficial owner. On March 7, 2025, we purchased 100 thousand shares of our common stock for a purchase price of approximately $16.9 million, or $168.75 price per share. On August 19, 2025, we purchased 200 thousand shares of our common stock for a purchase price of approximately $51.5 million, or $257.38 price per share. On November 24, 2025, we purchased 150 thousand shares of our common stock for a purchase price of approximately $37.6 million, or $250.96 price per share. Each transaction included a 3.0% discount of the last reported price of our common stock from the previous business day.

Additionally, as part of our previous stock repurchase program, we completed a private share repurchase with PJAM IBP Holdings Inc. during the year ended December 31, 2024. On August 14, 2024, we purchased 100 thousand shares of our common stock for a purchase price of approximately $20.7 million, or $206.90 price per share. This represents a 3.0% discount of the last reported price of our common stock on August 13, 2024.

NOTE 17 –COMMITMENTS AND CONTINGENCIES

Accrued General Liability and Auto Insurances

Accrued general liability and auto insurance reserves included on the Consolidated Balance Sheets were as follows (in millions):

As of December 31,
20252024
Included in other current liabilities$12.2$9.2
Included in other long-term liabilities31.122.8
$43.3$32.0

We also had insurance receivables and indemnification assets included on the Consolidated Balance Sheets that, in aggregate, offset equal liabilities included within the reserve amounts noted above. The amounts were as follows (in millions):

As of December 31,
20252024
Insurance receivables and indemnification assets for claims under fully insured policies$3.8$2.6
Insurance receivables for claims that exceeded the stop loss limit1.60.2
Total insurance receivables and indemnification assets included in other non-current assets$5.4$2.8

Leases

See Note 9, Leases, for further information on our lease commitments.

Other Commitments and Contingencies

From time to time, various claims and litigation are asserted or commenced against us principally arising from contractual matters and personnel and employment disputes. In determining loss contingencies, management considers the likelihood of loss as well as the ability to reasonably estimate the amount of such loss or liability. An estimated loss is recorded when it is considered probable that such a liability has been incurred and when the amount of loss can be reasonably estimated. As litigation is subject to inherent uncertainties, we cannot be certain that we will prevail in these matters. However, we do not believe that the ultimate outcome of any pending matters will have a material adverse effect on our consolidated financial position, results of operations or cash flows.

We have an agreement withone of our suppliers to purchase a portion of the materials we utilize in our business with variable pricing. This agreement is effective March 31, 2023 through May 15, 2026 with a purchase obligation of 12.0 million pounds for the period ending May 15, 2024,14.4 million pounds for the period ending May 15, 2025 and 17.3 million pounds for the period ending May 15, 2026. During the year ended December 31, 2025, we entered into an amendment which reduced our

17.3 million pounds commitment to 12.3 million pounds and amended the period commitment to May 15, 2026. During the year ended December 31, 2025, we satisfied the agreement for the period ending May 15, 2025 and purchased approximately 7.4 million pounds of materials under this agreement for the period ending May 15, 2026.

We also have a contract with a supplier to purchase various products we employ in our business with fixed rate pricing. The agreement is effective January 1, 2025 through December 31, 2027 with a purchase obligation of 8.0 million pounds for each of the periods ending December 31, 2025, 2026 and 2027, and a total minimum commitment of $10.8 million. We satisfied the pounds obligation for the period ending December 31, 2025.

During the year ended December 31, 2025, we entered into a purchase agreement with variable pricing terms withone of our suppliers to purchase certain products we utilize in our business. This agreement is effective July 1, 2025 with a volume commitment of 40.6 million pounds for the period ending December 31, 2025. The volume commitment increases to 89.1 million pounds in 2026 and is subject to adjustments in future periods beyond 2026, conditional upon certain contingencies, for a period offive years. We satisfied the agreement for the period ending December 31, 2025.

NOTE 18 –BUSINESS COMBINATIONS

As part of our ongoing strategy to expand geographically and increase market share in certain markets, as well as diversify our products and end markets, we completed seven, nine andeight business combinations during the years ended December 31, 2025, 2024 and 2023, respectively. We also completed four, two andone insignificant bolt-on acquisitions merged into existing operations during the years ended December 31, 2025, 2024 and 2023, respectively. Acquisition-related costs amounted to $2.5 million, $2.2 million and $1.9 million for the years ended December 31, 2025, 2024 and 2023, respectively, and are included in administrative expenses on the Consolidated Statements of Operations and Comprehensive Income. In addition, we recognized gains on acquisition earnouts in administrative expenses on the Consolidated Statements of Operations and Comprehensive Income of $0.2 million for the year ended December 31, 2025, due to probability assessments and the cancellations of acquisition-related earnouts. We didnot recognize any gains on acquisition earnouts during the years ended December 31, 2024 and 2023.

Below is a summary of each significant acquisition by year, including revenue and net income (loss) since date of acquisition, shown for the year of acquisition. The largest of our 2025 acquisitions was Carolina Precision ACP, LLC ("Carolina Precision Fibers") in September 2025. Carolina Precision Fibers manufactures cellulose insulation and industrial fibers and was assigned to our Manufacturing operating segment. The largest of our 2024 acquisitions were Euroview Enterprises, LLC and Contract Mirror and Supply, LLC (collectively, "Euroview") in July 2024, Wholesale Insulation Supply, Inc. ("Insulation Supplies") in October 2024 and Tatum Insulation III, LLC ("Tatum") in November 2024. Insulation Supplies sells various insulation products and equipment to customers so it was assigned to our Distribution operating segment. In each table, “Other” represents acquisitions that were individually immaterial in that year. Net income (loss), as noted below, includes intangible asset amortization, taxes and interest allocations when appropriate.

For the year ended December 31, 2025 (in millions):

2025 AcquisitionsDateAcquisition TypeCash PaidSeller ObligationsTotal Purchase PriceRevenueNet Income (Loss)
Carolina Precision Fibers9/8/2025Asset$21.0$2.0$23.0$7.4$0.6
OtherVariousAsset30.51.932.410.7(0.3)
Total$51.5$3.9$55.4$18.1$0.3

For the year ended December 31, 2024 (in millions):

2024 AcquisitionsDateAcquisition TypeCash PaidSeller ObligationsTotal Purchase PriceRevenueNet Income
Euroview7/29/2024Asset$19.2$1.6$20.8$7.3$0.6
Insulation Supplies10/7/2024Asset17.40.117.55.70.7
Tatum11/12/2024Share20.40.621.01.7—
OtherVariousAsset31.62.834.421.30.7
Total$88.6$5.1$93.7$36.0$2.0

For the year ended December 31, 2023 (in millions):

2023 AcquisitionsDateAcquisition TypeCash PaidSeller ObligationsTotal Purchase PriceRevenueNet Income
Anchor3/12/2023Share$35.9$2.7$38.6$30.4$1.6
OtherVariousAsset23.71.625.39.00.2
Total$59.6$4.3$63.9$39.4$1.8

Purchase Price Allocations

The estimated fair values of the assets acquired and liabilities assumed for the acquisitions, as well as total purchase prices and cash paid, approximated the following (in millions):

2025
Carolina Precision FibersOtherTotal
Estimated fair values:
Accounts receivable$1.8$1.5$3.3
Inventories1.01.42.4
Other current assets—0.10.1
Property and equipment3.83.87.6
Operating lease right-of-use asset0.60.41.0
Intangibles10.117.928.0
Goodwill7.09.416.4
Other non-current assets0.40.10.5
Accounts payable and other current liabilities(1.3)(1.3)(2.6)
Other long-term liabilities(0.4)(0.9)(1.3)
Fair value of assets acquired and purchase price23.032.455.4
Less seller obligations2.01.93.9
Cash paid$21.0$30.5$51.5
2024
EuroviewInsulation SuppliesTatumOtherTotal
Estimated fair values:
Accounts receivable$—$2.3$1.6$2.0$5.9
Inventories1.71.40.81.65.5
Other current assets—————
Property and equipment0.70.20.83.04.7
Operating lease right-of-use asset0.71.2—0.22.1
Intangibles9.88.711.519.049.0
Goodwill9.06.57.010.533.0
Other non-current assets—0.1—0.20.3
Accounts payable and other current liabilities(0.7)(1.8)(0.7)(2.0)(5.2)
Other long-term liabilities(0.4)(1.1)—(0.1)(1.6)
Fair value of assets acquired and purchase price20.817.521.034.493.7
Less seller obligations1.60.10.62.85.1
Cash paid$19.2$17.4$20.4$31.6$88.6
2023
AnchorOtherTotal
Estimated fair values:
Accounts receivable$5.0$2.1$7.1
Inventories1.61.43.0
Other current assets1.9—1.9
Property and equipment2.31.94.2
Operating lease right of-use-asset—0.20.2
Intangibles16.413.329.7
Goodwill13.37.520.8
Other non-current assets0.20.10.3
Accounts payable and other current liabilities(2.1)(1.1)(3.2)
Other long-term liabilities—(0.1)(0.1)
Fair value of assets acquired and purchase price38.625.363.9
Less seller obligations2.71.64.3
Cash paid$35.9$23.7$59.6

The goodwill recognized in conjunction with these business combinations represents the excess cost of the acquired entity over the net amount assigned to assets acquired and liabilities assumed (including the identifiable intangible assets). The goodwill recognized for Carolina Precision Fibers represents the added value from strategic growth of our Manufacturing operating segment, increased capacity, and expansion of product portfolios and business territory we anticipate from the acquisition. The goodwill recognized for Euroview and Tatum represents the advantage of their respective product lines, human capital, geographic presence and other benefits that are expected to be achieved from the acquisitions. The goodwill recognized for Insulation Supplies reflects the benefits derived from the expansion of our Distribution operating segment, further diversification of revenue streams and other efficiencies we anticipate to accomplish from the acquisition. The goodwill recognized for Anchor reflects the value of its location, revenue enhancements, assembled workforce and other synergies that are expected to be realized from the acquisition. We expect to deduct$15.7 million of goodwill for tax purposes as a result of 2025 acquisitions.

Contingent consideration, non-compete agreements and/or amounts based on working capital calculations are included as “seller obligations” in the above table or within “fair value of assets acquired” if subsequently paid during the period presented. Contingent consideration payments consist primarily of earnouts based on performance that are recorded at fair value at the time of acquisition. When these payments are expected to be made overone year from the acquisition date, the contingent consideration is discounted to net present value of future payments based on a weighted average of various future forecast scenarios.

Further adjustments to the allocation for each acquisition still under its measurement period are expected as third-party or internal valuations are finalized, certain tax aspects of the transaction are completed and customary post-closing reviews are concluded during the measurement period attributable to each individual business combination. As a result, adjustments to the fair value of assets acquired, and in some cases total purchase price, have been made to certain business combinations since the date of acquisition and future adjustments may be made through the end of each measurement period. Any acquisition acquired after December 31, 2024 is deemed to be within the measurement period and its purchase price considered preliminary.

Goodwill and intangibles per the above table may not agree to the total gross increases of these assets as shown in Note 7, Goodwill and Intangibles, during the years ended December 31, 2025, 2024 and 2023 due to minor adjustments to goodwill for the allocation of certain acquisitions still under measurement as well as other immaterial intangible assets added during the ordinary course of business. All of the goodwill for Carolina Precision Fibers was assigned to our Manufacturing operating segment and all of the goodwill for Insulation Supplies was assigned to our Distribution operating segment. All other acquisitions during the years ended December 31, 2025, 2024 and 2023 other thanone immaterial acquisition in each of 2025 and 2024, respectively, had their respective goodwill assigned to our Installation operating segment.

Estimates of acquired intangible assets related to the acquisitions are as follows (in millions):

202520242023
Acquired intangibles assets:Estimated Fair ValueWeighted Average Estimated Useful Life (yrs)Estimated Fair ValueWeighted Average Estimated Useful Life (yrs)Estimated Fair ValueWeighted Average Estimated Useful Life (yrs)
Customer relationships$19.712$33.112$19.412
Trademarks, tradenames and other6.71513.4158.415
Non-competition agreements1.252.551.15
Backlog0.41—00.81

Pro Forma Information (unaudited)

The unaudited pro forma information has been prepared as if the 2025 acquisitions had taken place on January 1, 2024, the 2024 acquisitions had taken place on January 1, 2023 and the 2023 acquisitions had taken place on January 1, 2022. The unaudited pro forma information is not necessarily indicative of the results that we would have achieved had the transactions actually taken place on January 1, 2024, 2023 and 2022 and the unaudited pro forma information does not purport to be indicative of future financial operating results (in millions, except per share data):

December 31,
202520242023
Net revenue$3,006.0$3,061.5$2,912.8
Net income268.3265.9253.0
Basic net income per share9.869.498.98
Diluted net income per share9.829.438.94

Unaudited pro forma net income reflects additional intangible asset amortization expense of $1.7 million, $5.4 million and $5.3 million for the years ended December 31, 2025, 2024 and 2023, respectively, as well as additional income tax expense of $1.0 million, $3.1 million and $3.1 million for the years ended December 31, 2025, 2024 and 2023, respectively.

NOTE 19 –INCOME PER COMMON SHARE

Basic net income per common share is calculated by dividing net income by the weighted average shares outstanding during the period, without consideration for common stock equivalents.

Diluted net income per common share is calculated by adjusting weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury stock method. Potential common stock is included in the diluted income per common share calculation when dilutive. The dilutive effect of outstanding restricted stock awards after application of the treasury stock method as of December 31, 2025, 2024 and 2023, was 126 thousand,160 thousand and 145 thousand, respectively. Approximately four thousand, two thousand andthree thousand weighted average shares of potential common stock were not included in the calculation of diluted weighted average shares outstanding for the years ended December 31, 2025, 2024 and 2023, respectively, because the effect would have been anti-dilutive.

NOTE 20 –SUBSEQUENT EVENTS

On February 26, 2026, we announced that our board of directors approved an annual variable dividend, payable on March 31, 2026 to stockholders of record on March 13, 2026 at a rate of $1.80 per share. In addition, we recently announced that our board of directors declared a quarterly dividend, payable on March 31, 2026 to stockholders of record on March 13, 2026 at a rate of 39.0 cents per share.

On February 26, 2026, we also announced that our board of directors authorized a new stock repurchase program that allows for the repurchase of up to $500.0 million of our outstanding common stock. The new program replaces the previous program and is in effect through March 1, 2027. For more information about our stock repurchase programs, see Note 13, Stockholders' Equity.

On January 21, 2026, we completed an offering of $500.0 million aggregate principal amount of 5.625% Senior Notes due 2034 (the "2034 Senior Notes"). The net proceeds from the sale of the 2034 Senior Notes, after deducting fees and estimated offering expenses, was approximately $490.0 million. We used approximately $308.2 million of the net proceeds to redeem the outstanding principal and accrued interest on our 2028 Senior Notes. The remaining net proceeds will be used for other general corporate purposes. The 2034 Senior Notes will mature on February 1, 2034 and interest will accrue at a rate of 5.625% per annum from the date of original issuance and will be payable semi-annually in cash in arrears on February 1 and August 1 of each year, commencing on August 1, 2026. Additional details regarding the 2034 Senior Notes may be found in the Company’s Current Report on Form 8-K filed on January 22, 2026 with the Securities and Exchange Commission.

On January 21, 2026, we entered into Amendment No. 4 to our ABL Credit Agreement ("ABL Fourth Amendment”). The ABL Fourth Amendment increased the commitment amount under the ABL Revolver to $375.0 million and extended the maturity to January 21, 2031. In conjunction with the ABL Fourth Amendment, the ABL Revolver bears interest at either the Term SOFR rate or the base rate, at the Company’s election, plus a margin of: (A)1.00% or 1.25% per annum in the case of Term SOFR rate loans (based on a measure of availability under the agreement) and (B)0.00% or 0.25% per annum in the case of base rate loans (based on a measure of availability under the agreement). Additional details regarding the ABL Fourth Amendment may be found in the Company’s Current Report on Form 8-K filed on January 22, 2026 with the Securities and Exchange Commission.

Between December 31, 2025 and the filing of this Annual Report on Form 10-K, we completed three acquisitions for total combined consideration of approximately$28.7 million, the largest of which is Thermo-Tech Mechanical Insulation, Inc. for total consideration of approximately$19.5 million. The initial accounting for these business combinations was not complete at the time the financial statements were issued due to the timing of the acquisitions and the filing of this Annual Report on Form 10-K. As a result, disclosures required under ASC 805-10-50, Business Combinations, cannot be made at this time.

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