GLOBAL INDUSTRIAL Co

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, the Company carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of June 30, 2026. Based on the evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2026, the Company’s disclosure controls and procedures were not effective due to material weaknesses identified at its subsidiary, Indoff LLC (Indoff), which represents approximately 12% of revenue. The material weaknesses at Indoff relate to the design and operation of certain key Information Technology General Controls (“ITGCs”), specifically related to change management, segregation of duties, and privileged access. These material weaknesses were initially identified during Management’s evaluation and assessment of Indoff’s control environment in the second quarter of 2024.

With full consideration of the material weaknesses, Management determined that the control deficiencies did not result in any identified misstatements, and Management believes the consolidated financial statements included in this Quarterly Report on Form 10-Q present fairly, in all material respects, the Company’s financial condition, results of operations, and cash flows for the periods presented.

Inherent Limitations of Internal Controls over Financial Reporting

The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements.

Management, including the Company’s Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Given the inherent limitations present in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, will be detected. In addition, any evaluation of the effectiveness of controls in future periods is subject to the risk that internal controls may become inadequate as a result of changes in business conditions, or that the degree of compliance with established policies or procedures may deteriorate.

Management’s Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, the Company evaluated the effectiveness of the design and operation of its internal control over financial reporting based on the framework established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Upon completing this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2026, the Company’s disclosure controls and procedures were not effective due to material weaknesses identified at its subsidiary, Indoff. The material weaknesses at Indoff relate to the design and operation of certain key ITGCs. Consequently, automated and IT dependent manual business process controls that rely upon information from the IT systems were also deemed ineffective.

Notwithstanding this material weakness at Indoff noted above, management has concluded that our consolidated financial statements and related notes thereto included in this Quarterly Report on Form 10-Q fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report. Additional detail on the nature of the material weaknesses, and management's conclusions can be found below.

Inadequate Information Technology General Controls and Business Process Controls

Previously Reported Material Weaknesses

As reported in Part II, Item 9A, “Controls and Procedures,” of the Company’s Annual Report on Form 10‑K for the fiscal years ended December 31, 2025 and 2024, management concluded that Indoff’s IT general controls were ineffective due to material weaknesses. Specifically, the Company did not maintain effective controls over application change management or logical access to ensure that changes were authorized, tested, and functioning as intended, and that system access was appropriately restricted to authorized users. As a result, certain automated controls and IT‑dependent manual controls that rely on these IT systems were also determined to be ineffective.

Ernst & Young LLP, the Company’s independent registered public accounting firm, audited the effectiveness of our internal control over financial reporting as of December 31, 2025, and issued an adverse report on the effectiveness of our internal control over financial reporting for the period ending December 31, 2025, as stated in its report. Refer to the Company's 2025 Annual Report on Form 10-K, for their report.

As a result of the identification of the material weaknesses at Indoff, noted above and prior to filing this Quarterly Report, we performed further analysis and completed additional procedures intended to ensure our consolidated financial statements for the quarter ended June 30, 2026 fairly present in all material respects the financial condition, results of operations and cash flows of the Company and have been prepared in accordance with generally accepted accounting principles. Based on these procedures and analysis, and notwithstanding the material weaknesses in our internal control over financial reporting, our management has concluded that our consolidated financial statements and related notes thereto included in this Quarterly Report fairly present in all material respects the financial condition, results of operations and cash flows of the Company and have been prepared in accordance with generally accepted accounting principles. Our Chief Executive Officer and Chief Financial Officer have certified that, based on each such officer’s knowledge, the financial statements, as well as the other financial information included in this Quarterly Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this Quarterly Report. In addition, we have developed a remediation plan for the material weaknesses, which is described below.

Remediation of the Material Weaknesses in Internal Control Over Financial Reporting

During 2025, the Company's Global Industrial business completed its remediation activities; however, remediation of the material weaknesses at Indoff remains ongoing. During 2026, the Company continued to advance remediation activities relating to certain information technology controls, including controls over change management, segregation of duties, and privileged access. Certain enhanced controls remain subject to completion of design and implementation procedures, remediation of identified operating issues, and testing over a sufficient period of operation.

As part of its ongoing remediation and validation activities, the Company identified additional deficiencies within logical access controls within its ERP at Indoff and expanded its remediation plan to include a broader redesign of the related security model. The Company currently expects to complete its remediation efforts during the second half of 2026, subject to completion of security design, testing, validation, and production deployment activities.

Management believes the remediation actions underway are responsive to the material weaknesses identified at Indoff. However, the Company will not conclude that the material weaknesses have been fully remediated until all applicable controls have been implemented, have operated effectively for a sufficient period of time, and management has completed formal testing demonstrating their operating effectiveness.

Changes in Internal Control Over Financial Reporting

Other than the ongoing remediation activities described above, there were no changes in the Company’s internal control over financial reporting that occurred during the quarter ending June 30, 2026 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II - OTHER INFORMATION