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SiteOne Landscape Supply, Inc.

For the period ended Mar 29, 2026. Filed Apr 29, 2026.

View on SEC.gov

About this filing

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

Mar 29, 2026 · Filed Apr 29, 2026

SITE$112.71-1.1%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-28; filed 2025-10-29.

0001650729-25-000024

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

Current report: 10-Q

Period ended 2026-03-29; filed 2026-04-29.

0001650729-26-000011

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

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

Compared 168 previous paragraphs and 161 current paragraphs.

107 unchanged; 41 reworded; 12 added; 19 removed; 1 previous and 1 current paragraphs rearranged.

Tables are not compared: 8 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

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

Added paragraphs (12)

Current report

•In March 2026, we acquired all of the outstanding stock of Reinders, Inc. (“Reinders”). With twelve locations across Wisconsin, Michigan, Illinois, Indiana, Kansas, and Minnesota, Reinders is a wholesale distributor of irrigation, agronomics, lighting, and landscape supplies to landscape professionals.

Current report

•In January 2026, we acquired the assets and assumed the liabilities of Bourget Flagstone Co. (“Bourget Flagstone”), a division of Bourget Bros. Building Materials Inc. With one location in Santa Monica, California, Bourget Flagstone is a wholesale distributor of hardscapes products to landscape professionals.

Current report

•In November 2025, we acquired the assets and assumed the liabilities of French Broad Stone Yards, LLC (“French Broad”). With two locations in Arden and Brevard, North Carolina, French Broad is a wholesale distributor of hardscapes products to landscape professionals.

Current report

•In November 2025, we acquired the assets and assumed the liabilities of CC Landscaping Warehouse Plus, Inc. (“CC Landscaping”). With one location in Bradenton, Florida, CC Landscaping is a wholesale distributor of nursery products, bulk materials, and landscape supplies to landscape professionals.

Current report

•In October 2025, we acquired the assets and assumed the liabilities of Red’s Home and Garden, LP and Red’s Home and Garden GP, Inc. (collectively “Red’s Home and Garden”). With one location in Wilkesboro, North Carolina, Red’s Home and Garden is a wholesale distributor of nursery and hardscapes products to landscape professionals.

Current report

Gross profit for the three months ended March 29, 2026 increased 3% to $318.8 million compared to $309.8 million for the three months ended March 30, 2025. Gross profit growth was driven by lower Cost of goods sold. Gross margin increased 90 basis points to 33.9% for the first quarter of 2026 compared to 33.0% for the first quarter of 2025. The increase in gross margin is primarily due to the benefits of price realization and execution of our commercial initiatives, partially offset by higher freight and distribution costs as a result of rising fuel costs, the addition of our fifth distribution center that commenced operations in the fourth quarter of 2025, as well as deflation in certain commodity products.

Current report

Net loss attributable to SiteOne decreased $0.7 million to $26.6 million for the three months ended March 29, 2026 compared to $27.3 million for the three months ended March 30, 2025. The decrease in Net loss attributable to SiteOne was primarily due to an increase in Gross profit as a result of the improvement in gross margin, partially offset by lower sales volume and higher SG&A.

Current report

Net cash used in operating activities for the three months ended March 29, 2026 was $122.1 million compared to $129.6 million for the three months ended March 30, 2025. The modest decline primarily reflects the decrease in Net loss and a slightly lower seasonal investment in working capital in the first three months of 2026 compared to the same period of 2025.

Current report

Net cash provided by financing activities was $117.3 million for the three months ended March 29, 2026 compared to $100.0 million for the three months ended March 30, 2025. The increase primarily reflected higher borrowings under the ABL Facility to fund acquisition investments and capital expenditures.
Removed paragraphs (19)

Previous report

•In December 2024, we acquired the assets and assumed the liabilities of Custom Stone. With six locations across Texas, Custom Stone is a wholesale distributor of hardscapes products to landscape professionals.

Previous report

•In December 2024, we acquired the assets and assumed the liabilities of OakStreet Wholesale Nursery, LLC (“OakStreet”). With one location in Fairview, Texas, OakStreet is a wholesale distributor of nursery products to landscape professionals.

Previous report

•In July 2024, we acquired the assets and assumed the liabilities of Millican Nurseries, LLC (“Millican Nurseries”). With one location in Chichester, New Hampshire, Millican Nurseries is a wholesale distributor of nursery products to landscape professionals.

Previous report

•In June 2024, we acquired the assets and assumed the liabilities of Cohen & Cohen Natural Stone Inc. (“Cohen & Cohen”). With one location in Ottawa, Ontario, Canada, Cohen & Cohen is a wholesale distributor of hardscapes to landscape professionals.

Previous report

•In May 2024, we acquired the assets and assumed the liabilities of AC Florida Pavers, LLC, doing business as Hardscape.com (“Hardscape.com”). With four locations in Boca Raton, Ft. Myers, Tampa, and Jupiter, Florida, Hardscape.com is a wholesale distributor of hardscapes to landscape professionals.

Previous report

•In April 2024, we entered into a Securities Purchase and Redemption Agreement, pursuant to which we acquired a 75% ownership interest in Devil Mountain. We also entered into an amended operating agreement, the Second Amended and Restated Operating Agreement, in connection with the acquisition of our controlling interest that contains put and call options whereby the remaining 25% ownership interest in Devil Mountain may be sold to us through the exercise of the holders’ put option or purchased by us through the exercise of our call option. With eight wholesale nursery distribution branches and six growing facilities across California, Devil Mountain is a wholesale distributor of landscape trees and plants to landscape professionals.

Previous report

•In April 2024, we acquired the assets and assumed the liabilities of Eggemeyer Land Clearing, LLC (“Eggemeyer”). With one location in New Braunfels, Texas, Eggemeyer is a wholesale distributor of bulk landscape supplies to landscape professionals.

Previous report

Gross profit increased 6% to $437.2 million for the three months ended September 28, 2025 compared to $411.0 million for the three months ended September 29, 2024, and increased 5% to $1,278.4 million for the nine months ended September 28, 2025 compared to $1,222.5 million for the nine months ended September 29, 2024. Gross profit growth was primarily driven by higher Net sales. Gross margin increased 70 basis points to 34.7% for the third quarter of 2025 as compared to 34.0% for the third quarter of 2024 and increased 20 basis points to 34.9% for the nine months ended September 28, 2025 compared to 34.7% for the nine months ended September 29, 2024. The increase in gross margin for the three and nine months ended September 28, 2025 was primarily due to improved price realization, benefits from our commercial initiatives, and a positive contribution from acquisitions with higher gross margins.

Previous report

Adjustment of non-controlling interest to redemption value was $1.1 million and $3.0 million for the three and nine months ended September 28, 2025, respectively, as a result of adjustments of the carrying amount of the Redeemable non-controlling interest to what would be the redemption value assuming the security was redeemable as of September 28, 2025. There was no Adjustment of non-controlling interest to redemption value for the three and nine months ended September 29, 2024.

Previous report

Net income attributable to SiteOne increased $14.7 million to $59.1 million for the three months ended September 28, 2025 as compared to $44.4 million for the three months ended September 29, 2024, and increased $15.5 million to $160.8 million for the nine months ended September 28, 2025 compared to $145.3 million for the nine months ended September 29, 2024. The increase in Net income attributable to SiteOne for the three and nine months ended September 28, 2025 was primarily due to higher Net sales, improved gross margin, and the achievement of SG&A leverage.

Previous report

Net cash provided by operating activities was $135.7 million for the nine months ended September 28, 2025 compared to $164.0 million for the nine months ended September 29, 2024. The decrease was primarily driven by a higher investment in inventory reflecting earlier purchases ahead of tariff impacts during the first nine months of 2025 compared to the same period of 2024.

Previous report

Net cash used in financing activities was $83.2 million for the nine months ended September 28, 2025 compared to $20.5 million for the nine months ended September 29, 2024. The increase primarily reflected lower net borrowings to fund our acquisition investments and an increase in share repurchases during the first nine months of 2025 compared to the same period of 2024.

Previous report

On July 22, 2022, the ABL Borrowers entered into the Seventh Amendment to the ABL Credit Agreement (the “Seventh Amendment”). The Seventh Amendment amended and restated the ABL Credit Agreement to, among other things, (i) increase the aggregate principal amount of the commitments to $600.0 million, (ii) extend the final scheduled maturity of the revolving credit facility to July 22, 2027, (iii) establish an alternate rate of interest to the LIBOR rate, (iv) replace the administrative and collateral agent, and (v) make such other changes as agreed among the ABL Borrowers and the lenders. Proceeds of the initial borrowings under the ABL Credit Agreement on the closing date of the Seventh Amendment were used, among other things, (i) to repay in full the loans outstanding under the ABL Credit Agreement immediately prior to the effectiveness of the Seventh Amendment, (ii) to pay fees and expenses related to the Seventh Amendment and the ABL Credit Agreement, and (iii) for working capital and other general corporate purposes.

Previous report

During the first quarter of 2021, we amended and restructured certain of our interest rate swap contracts using a strategy referred to as a “blend and extend”. As a result, we reclassified $5.9 million from Accrued liabilities and Other long-term liabilities to long-term debt with $1.5 million classified as Long-term debt, current portion and $4.4 million classified as Long-term debt, less current portion on our Consolidated Balance Sheets for the interest rate swap arrangements executed during the first quarter of 2021 that were determined to be hybrid debt instruments. As of September 28, 2025, there was no outstanding amount as the interest rate swaps were terminated upon maturity on March 23, 2025.

Previous report

For additional information, refer to “Note 4. Fair Value Measurement and Interest Rate Swaps” and “Note 9. Long-Term Debt” in the notes to the consolidated financial statements.
Reworded paragraphs (41)

Previous wording

We are the largest and only national full product line wholesale distributor of landscape supplies in the United States and have an established presence in Canada. Our customers are primarily residential and commercial landscape professionals who specialize in the design, installation, and maintenance of lawns, gardens, golf courses, and other outdoor spaces. As of September 28, 2025, we had over 680 branch locations in 45 U.S. states and six Canadian provinces. Through our expansive North American network, we offer a comprehensive selection of approximately 170,000 SKUs, including irrigation supplies, fertilizer and control products (e.g., herbicides), hardscapes (including pavers, natural stone, and blocks), landscape accessories, nursery goods, outdoor lighting, and ice melt products to green industry professionals. We also provide value-added consultative services to complement our product offerings and to help our customers operate and grow their businesses.

Current wording

We are the largest and only national full product line wholesale distributor of landscape supplies in the United States and have an established presence in Canada. Our customers are primarily residential and commercial landscape professionals who specialize in the design, installation, and maintenance of lawns, gardens, golf courses, and other outdoor spaces. As of March 29, 2026, we had over 680 branch locations in 45 U.S. states and five Canadian provinces. Through our expansive North American network, we offer a comprehensive selection of approximately 180,000 SKUs, including hardscapes (such as pavers, natural stone, and blocks), irrigation supplies, fertilizer and control products (e.g., herbicides), landscape accessories, nursery goods, outdoor lighting, and ice melt products to green industry professionals. We also provide value-added consultative services to complement our product offerings and to help our customers operate and grow their businesses.

Previous wording

The three and nine months ended September 28, 2025 continued to present challenges driven by ongoing economic uncertainty, elevated interest rates, weakened consumer confidence, low existing home sales, inflation concerns, and persistent grass seed and PVC pipe price deflation. While we saw solid growth in the maintenance end market and our commercial initiatives drove market share gains during the period, this environment has continued to negatively affect consumer confidence and diminish discretionary spending, resulting in softer demand in the new residential construction and repair and upgrade end markets. Accordingly, we anticipate continued pressure on Net sales growth and Net income for the foreseeable future. Net sales grew 4% for the three and nine months ended September 28, 2025, respectively, primarily driven by our sales initiatives and improved pricing in the third quarter as well as contributions from our acquisitions during the nine months ended September 28, 2025. Organic Daily Sales increased 3% and 1% for the three and nine months ended September 28, 2025, respectively, as solid growth in the maintenance end market, sales initiatives, and improved pricing were partially offset by softer demand in the new residential construction and repair and upgrade end markets. Overall, we estimate pricing increased Organic Daily Sales by approximately 1% for the three months ended September 28, 2025 and had a negligible impact on Organic Daily Sales for the nine months ended September 28, 2025. The negative pricing trend that began in the second half of the 2023 Fiscal Year has moderated and is expected to improve through the remainder of 2025, with the impact of pricing projected to be up approximately 1% to 2% for the fourth quarter of 2025. Gross margin increased 70 basis points in the third quarter and increased 20 basis points for the nine-month period ended September 28, 2025, primarily due to improved price realization, benefits from our commercial initiatives, and a positive contribution from acquisitions with higher gross margins. Selling, general and administrative expenses (“SG&A”) increased 2% and 3% for the three and nine months ended September 28, 2025, respectively, primarily reflecting the impact of acquisitions. SG&A as a percentage of Net sales decreased 50 basis points to 28.4% for the three months ended September 28, 2025 compared to 28.9% for the same quarter of 2024, and decreased 20 basis points to 28.7% for the nine months ended September 28, 2025 compared to 28.9% for the same period of last year. The improvement in SG&A as a percentage of Net sales for the three and nine months ended September 28, 2025 is primarily due to our actions to increase productivity and better align operating costs with the current market demand. Net income attributable to SiteOne increased to $59.1 million and $160.8 million for the three and nine months ended September 28, 2025, respectively, compared to $44.4 million and $145.3 million f…

Excerpt shortened here; the source contains the full paragraph.

Current wording

The first quarter of 2026 was characterized by continued economic uncertainty and weak consumer sentiment related to current geopolitical conflicts, inflation and affordability concerns, and elevated interest rates. While we benefitted from steady growth in the maintenance end market and believe our commercial initiatives drove market share gains during the quarter, the current environment continued to negatively affect consumer confidence and discretionary spending which resulted in soft demand in the new residential construction and repair and upgrade end markets. Accordingly, we anticipate sustained pressure on Net sales growth and Net income for the foreseeable future. In addition, oil prices have increased significantly in response to the conflict in the Middle East, resulting in rising energy costs and corresponding negative impacts on discretionary spending. We have taken various actions to mitigate supply chain disruptions and the related impacts to commodity prices, including the implementation of price increases on certain products and measures to offset rising fuel costs. For the three months ended March 29, 2026, Net sales increased $0.7 million to $940.1 million. Organic Daily Sales decreased 1% compared to the prior year period, primarily due to unfavorable weather and soft demand in the new residential construction and repair and upgrade end markets, partially offset by positive pricing by approximately 3%. The positive pricing trend that began in the second half of the 2025 Fiscal Year (as defined below) has continued and overall prices are projected to increase 2% to 3% for the 2026 Fiscal Year. Gross margin increased 90 basis points for the three months ended March 29, 2026 primarily due to the benefits of price realization and execution of our commercial initiatives, partially offset by higher freight and distribution costs as well as continued deflationary impacts from commodity products like grass seed and PVC pipe. Selling, general and administrative expenses (“SG&A”) increased 2% for the three months ended March 29, 2026, primarily reflecting the impact of acquisitions with higher operating costs. Net loss attributable to SiteOne was $26.6 million for the three months ended March 29, 2026, compared to $27.3 million for the same period of 2025, primarily due to an increase in Gross profit as a result of the improvement in gross margin, partially offset by higher SG&A. Net cash used in operating activities was $122.1 million for the three months ended March 29, 2026, compared to $129.6 million for the three months ended March 30, 2025, primarily driven by the decrease in Net loss and a slightly lower seasonal investment in working capital compared to the prior year period.

Previous wording

Looking forward, the trend of consumers spending more time at home and investing in their outdoor living spaces is expected to continue. Increases in home values, lack of affordable new homes, rising insurance costs, and elevated mortgage interest rates for prolonged periods have resulted in existing homeowners remaining in place for longer periods. In the first nine months of 2025, constraint on affordability continued with increasingly weaker new and existing home demand as a result of the current macroeconomic environment. However, the long-term outlook for the landscape supply industry remains strong, driven by favorable population trends, housing demand, and continued interest in outdoor living. We remain confident in the landscape supply industry growth opportunities and our ability to continue providing our customers, suppliers, and shareholders with exceptional value. We are the only national full product line wholesale distributor of landscape supplies in the United States. With a large acquisition pipeline and a flexible business model, we remain committed to our strategic and operational initiatives and will continue to focus on driving growth organically and through acquisitions while gaining market share and delivering margin expansion by leveraging our scale, resources, and capabilities. Our balanced end market mix, broad product portfolio, geographic coverage, and commercial and operational initiatives provide us with multiple opportunities to achieve growth and position us to be resilient in softer markets.

Current wording

Looking forward, the trend of consumers spending more time at home and investing in their outdoor living spaces is expected to continue. Increases in home values, lack of affordable new homes, rising insurance costs, and elevated mortgage interest rates for prolonged periods have resulted in existing homeowners remaining in place for longer periods. Constraint on affordability continues with increasingly weaker new and existing home demand as a result of the current macroeconomic environment. However, the long-term outlook for the landscape supply industry remains strong, driven by favorable population trends, housing demand, and continued interest in outdoor living. We remain confident in the landscape supply industry growth opportunities and our ability to continue providing our customers, suppliers, and shareholders with exceptional value. We are the only national full product line wholesale distributor of landscape supplies in the United States. We have a robust acquisition pipeline and a flexible business model. We are committed to our strategic and operational initiatives and will continue to focus on driving growth organically and through acquisitions while gaining market share and delivering margin expansion by leveraging our scale, resources, and capabilities. In addition, our balanced end market mix, broad product portfolio, geographic coverage, and commercial and operational initiatives provide us with multiple opportunities to achieve growth and position us to be resilient in softer markets.

Previous wording

As we continue to navigate through the current uncertainties presented by volatile market and economic conditions, we believe that we are prepared to meet the challenges ahead due to our well-balanced business, strong financial condition, experienced teams, and focused business strategy. We continue to execute our disciplined cost control and gross margin management. Our balance sheet and liquidity position provide us the flexibility to operate effectively and execute our growth strategy, as well as complete share repurchases during the evolving market conditions. We continue to closely monitor the impact on our business and the related risks of softer end markets, interest rates, trade policy uncertainty, inflation, geopolitical conflicts, and consumer sentiment. These conditions are beyond our control, and we cannot estimate with certainty the full extent of their impact on our business, results of operations, cash flows, and/or financial condition. To mitigate the effects of these conditions, we may take actions that alter our business operations if required or that we determine are in the best interests of our associates, customers, suppliers, and shareholders. The forward-looking statements in this Business Environment and Trends section are subject to significant risks and uncertainties. See Part I, Item 1A. - “Risk Factors”, in our Annual Report on Form 10-K for the 2024 Fiscal Year for a discussion of the various risks that could have a material adverse effect on our reputation, business, financial position, results of operations, and cash flows.

Current wording

As we continue to navigate through the current uncertainty presented by market and economic conditions, we are prepared to meet the challenges ahead due to our well-balanced business, strong financial condition, dedicated and experienced teams, and focused business strategy. Our balance sheet and liquidity position provide the flexibility to operate effectively and execute our growth strategy, as well as complete share repurchases through the evolving market conditions. We continue to monitor the impact on our business and the related risks and uncertainties of geopolitical conflicts, interest rate changes, tariffs, labor market conditions, and workforce availability, as well as end market demand and commodity prices. These conditions are beyond our control, and we cannot estimate with certainty the full extent of their impact on our business, results of operations, cash flows, and/or financial condition. To mitigate the effects of these conditions, we may take actions that alter our business operations if required or that we determine are in the best interests of our associates, customers, suppliers, and shareholders. The forward-looking statements in this Business Environment and Trends section are subject to significant risks and uncertainties. See Part I, Item 1A. - “Risk Factors”, in our Annual Report on Form 10-K for the fiscal year ended December 28, 2025 (the “2025 Fiscal Year”) for a discussion of the various risks that could have a material adverse effect on our reputation, business, financial position, results of operations, and cash flows.

Previous wording

Our financial statements included in this report have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Our fiscal year is a 52- or 53-week period ending on the Sunday nearest to December 31 in each year. Our fiscal years ending December 28, 2025 (the “2025 Fiscal Year”) and December 29, 2024 (the “2024 Fiscal Year”) both include 52 weeks. Additionally, our fiscal quarters end on the Sunday nearest to March 31, June 30, and September 30, respectively. The three months ended September 28, 2025 and September 29, 2024 both included 13 weeks. The nine months ended September 28, 2025 and September 29, 2024 both included 39 weeks.

Current wording

Our financial statements included in this report have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Our fiscal year is a 52- or 53-week period ending on the Sunday nearest to December 31 in each year. Our fiscal year ending January 3, 2027 (the “2026 Fiscal Year”) includes 53 weeks and our 2025 Fiscal Year included 52 weeks. Additionally, our fiscal quarters end on the Sunday nearest to March 31, June 30, and September 30, respectively. The three months ended March 29, 2026 and March 30, 2025 both included 13 weeks.

Previous wording

Net sales. We generate Net sales primarily through the sale of landscape supplies, including irrigation supplies, fertilizer and control products, hardscapes, landscape accessories, nursery goods, outdoor lighting, and ice melt products to our customers who are primarily landscape contractors serving the residential and commercial construction sectors. Our Net sales include billings for freight and handling charges, and commissions on the sale of control products that we sell as an agent. Net sales are presented net of any discounts, returns, customer rebates, and sales or other revenue-based taxes.

Current wording

Net sales. We generate Net sales primarily through the sale of landscape supplies, including hardscapes, irrigation supplies, fertilizer and control products, landscape accessories, nursery goods, and outdoor lighting products to our customers who are primarily landscape contractors serving the residential and commercial construction sectors. Our Net sales include billings for freight and handling charges, and commissions on the sale of control products that we sell as an agent. Net sales are presented net of any discounts, returns, customer rebates, and sales or other revenue-based taxes.

Previous wording

Cost of goods sold. Our Cost of goods sold includes all inventory costs, such as the purchase price paid to suppliers, net of any volume-based incentives and discounts, as well as inbound freight and handling, and other costs associated with inventory. Cost of goods sold also includes salaries, wages, employee benefits, payroll taxes, bonuses, depreciation, and amortization related to inventory production activities. Our Cost of goods sold excludes the cost to deliver the products to our customers through our branches, which is included in Selling, general and administrative expenses. Cost of goods sold is recognized primarily using the first-in, first-out method of accounting for the inventory sold.

Current wording

Cost of goods sold. Our Cost of goods sold includes all inventory costs, such as the purchase price paid to suppliers, net of any volume-based incentives and discounts, as well as inbound freight, handling, distribution, and other costs associated with inventory. Cost of goods sold also includes salaries, wages, employee benefits, payroll taxes, bonuses, depreciation, and amortization related to inventory production activities. Our Cost of goods sold excludes the cost to deliver the products to our customers through our branches, which is included in Selling, general and administrative expenses. Cost of goods sold is recognized primarily using the first-in, first-out method of accounting for the inventory sold.

Previous wording

Non-GAAP Adjusted EBITDA. In addition to the metrics discussed above, we believe that Adjusted EBITDA is useful for evaluating the operating performance and efficiency of our business. EBITDA represents consolidated Net income (loss) plus the sum of income tax expense (benefit), interest expense, net of interest income, and depreciation and amortization. Adjusted EBITDA represents EBITDA as further adjusted for items such as stock-based compensation expense, (gain) loss on sale of assets and termination of finance leases not in the ordinary course of business, financing fees, as well as other fees and expenses related to acquisitions, and other non-recurring (income) loss. Adjusted EBITDA includes Adjusted EBITDA attributable to non-controlling interest. Refer to “Results of Operations – Quarterly Results of Operations Data” for more information regarding how we calculate EBITDA and Adjusted EBITDA and the limitations of those metrics, as well as for a reconciliation of Adjusted EBITDA to Net income (loss).

Current wording

Non-GAAP Adjusted EBITDA. In addition to the metrics discussed above, we believe that Adjusted EBITDA is useful for evaluating the operating performance and efficiency of our business. EBITDA represents consolidated Net income (loss) plus the sum of income tax expense (benefit), interest expense, net of interest income, and depreciation and amortization. Adjusted EBITDA represents EBITDA as further adjusted for items such as stock-based compensation expense, (gain) loss on sale of assets and termination of finance leases not in the ordinary course of business, financing fees, as well as other fees and expenses related to acquisitions, and other non-recurring (income) loss. Adjusted EBITDA includes Adjusted EBITDA attributable to non-controlling interest. Refer to “Results of Operations – Quarterly Results of Operations Data” for more information regarding how we calculate EBITDA and Adjusted EBITDA and the limitations of those metrics, as well as a reconciliation of Adjusted EBITDA to Net income (loss).

Previous wording

In a typical year, our operating results are impacted by seasonality. Our Net sales and Net income have been higher in the second and third quarters of each fiscal year due to favorable weather and longer daylight conditions during these quarters. Our Net sales have been significantly lower in the first and fourth quarters due to lower landscaping, irrigation, and turf maintenance activities during these quarters, and historically, we have incurred net losses in these quarters. Seasonal variations in operating results may also be significantly impacted by inclement weather conditions, such as snow and ice storms, wet weather, and hurricanes, which not only impact the demand for certain products like fertilizer and ice melt, but also may delay construction projects where our products are used.

Current wording

In a typical year, our operating results are impacted by seasonality. Our Net sales and Net income have been higher in the second and third quarters of each fiscal year due to favorable weather and longer daylight conditions during these quarters. Our Net sales have been lower in the first and fourth quarters due to reduced demand for landscaping, irrigation, and turf maintenance activities in these quarters, and historically, we have incurred net losses in these quarters. Seasonal variations in operating results may also be significantly impacted by inclement weather conditions, such as snow and ice storms, wet weather, and hurricanes, which not only impact the demand for certain products like fertilizer and ice melt, but also may delay construction projects where our products are used.

Previous wording

In addition to organic growth, we continue to grow our business through acquisitions in an effort to better service our existing customers and to attract new customers. These acquisitions have allowed us to further broaden our product lines and extend our geographic reach and leadership positions in local markets. In accordance with GAAP, the results of the acquisitions are reflected in our financial statements from the date of acquisition forward. Additionally, we incur transaction costs in connection with identifying and completing acquisitions as well as ongoing costs as we integrate acquired businesses and seek to achieve synergies. As of September 28, 2025, we completed the following acquisitions since the start of the 2024 Fiscal Year:

Current wording

In addition to our organic growth, we continue to grow our business through acquisitions in an effort to better service our existing customers and to attract new customers. These acquisitions have allowed us to further broaden our product lines and extend our geographic reach and leadership positions in local markets. In accordance with GAAP, the results of the acquisitions are reflected in our financial statements from the date of acquisition forward. Additionally, we incur transaction costs in connection with identifying and completing acquisitions as well as ongoing costs as we integrate acquired businesses and seek to achieve synergies. As of March 29, 2026, we completed the following acquisitions since the start of the 2025 Fiscal Year:

Previous wording

We generally procure our products through purchase orders rather than under long-term contracts with firm commitments. We work to develop strong relationships with select suppliers that we target based on a number of factors, including brand and market recognition, price, quality, product support, service levels, delivery terms, and strategic positioning. We typically have annual supplier agreements, and while they generally do not provide specific product pricing, many include volume-based financial incentives that we earn by meeting or exceeding purchase volume targets. Our ability to earn these volume-based incentives is an important factor in our financial results. In certain cases, we enter into supply contracts with terms that exceed one year for the manufacture of our LESCO® branded fertilizer, some nursery goods, grass seed, and hardscapes, which may require us to purchase products in the future.

Current wording

We generally procure our products through purchase orders rather than under long-term contractual arrangements with firm commitments. We work to develop strong relationships with select suppliers that we target based on a number of factors, including brand and market recognition, price, quality, product support, service levels, delivery terms, and strategic positioning. We typically have annual supplier agreements, and while these agreements generally do not provide specific product pricing, many include volume-based financial incentives that are earned by meeting or exceeding purchase volume targets. Our ability to earn these volume-based incentives is an important factor in our financial results. Additionally, in certain cases, we enter into supply contracts with terms that exceed one year for the manufacture of our LESCO® branded fertilizer, some nursery goods, grass seed, and hardscapes, which may require us to purchase products in the future.

Previous wording

We continue to undertake initiatives, utilizing our scale to improve our profitability, enhance supply chain efficiency, strengthen our pricing and category management capabilities, streamline and refine our marketing process, and invest in more sophisticated information technology systems and data analytics. We remain focused on our procurement and supply chain management initiatives to better serve our customers and reduce sourcing costs. We continue to implement new inventory planning, stocking, and transportation management system functionalities in an effort to reduce costs as well as improve our reliability and level of service. In addition, we continue to enhance our website and B2B e-Commerce platform. We also work closely with our local branches to improve sales, delivery, and branch productivity. We believe we will continue to benefit from the following initiatives, among others:

Current wording

We continue to undertake initiatives, utilizing our scale to improve our profitability, enhance supply chain efficiency, strengthen our pricing and category management capabilities, streamline and refine our marketing process, and invest in more sophisticated information technology systems and data analytics. We are focused on advancing our procurement and supply chain management initiatives to better serve our customers and reduce sourcing costs. We also continue to enhance our website and B2B e-Commerce platform as well as implement new inventory planning, stocking, and transportation management system functionalities to improve our reliability and level of service as well as help our customers be more efficient. In addition, we work closely with our local branches to improve sales, delivery, and branch productivity. We believe we will continue to benefit from the following initiatives, among others:

Previous wording

•Marketing initiatives, including customer analytics and lifecycle marketing, product marketing, Hispanic customer engagement, optimization of our digital marketing strategy, and a continued focus on our Partners Program.

Current wording

•Marketing initiatives, including customer analytics and lifecycle marketing, product and private brand marketing, Hispanic customer engagement, optimization of our digital marketing strategy, and a continued focus on our Partners Program.

Previous wording

•Operational excellence initiatives, including the implementation of best practices in branch operations which encompasses safety, merchandising, stocking and assortment, customer engagement, delivery, labor management, as well as the additional automation and enhancement of branch systems, including the rollout of improved associate mobile capabilities.

Current wording

•Operational excellence initiatives, including the implementation of best practices in branch operations regarding safety, merchandising, stocking and assortment, customer engagement, delivery, labor management, as well as the additional automation and enhancement of branch systems, including the rollout of improved associate mobile capabilities.

Previous wording

In the following discussion of our results of operations, we make comparisons between the three and nine months ended September 28, 2025 and September 29, 2024 (in millions, except percentages).

Current wording

In the following discussion of our results of operations, we make comparisons between the three months ended March 29, 2026 and March 30, 2025 (in millions, except percentages).

Previous wording

Net sales for the three months ended September 28, 2025 increased 4% to $1,258.2 million compared to $1,208.8 million for the three months ended September 29, 2024, and increased 4% to $3,659.2 million for the nine months ended September 28, 2025 compared to $3,527.5 million for the nine months ended September 29, 2024. Organic Daily Sales increased 3% for the third quarter of 2025 and 1% for the nine months ended September 28, 2025, as solid growth in the maintenance end market, sales initiatives, and improved pricing were partially offset by softer demand in the new residential construction and repair and upgrade end markets. Based upon year-over-year price changes in our highest selling SKUs, we estimate pricing increased Organic Daily Sales by approximately 1% for the third quarter of 2025, and had a negligible impact on Organic Daily Sales during the nine months ended September 28, 2025. Organic Daily Sales for agronomic products (fertilizer, control products, ice melt, equipment, and other products) increased 3% in the third quarter of 2025 and increased 6% for the nine months ended September 28, 2025 primarily due to solid demand in the maintenance end market. Organic Daily Sales for landscaping products (irrigation supplies, hardscapes, landscape accessories, nursery goods, and outdoor lighting) increased 3% in the third quarter of 2025 due to benefits from our sales initiatives, improved pricing, and favorable weather. Organic Daily Sales for landscaping products for the nine months ended September 28, 2025 was flat primarily due to softer demand in the new residential construction and repair and upgrade end markets offset by benefits from our sales initiatives. Acquisitions contributed $12.5 million, or 1%, to the Net sales growth for the third quarter of 2025 and $98.5 million, or 3%, to the Net sales growth for the nine months ended September 28, 2025.

Current wording

Net sales increased $0.7 million to $940.1 million for the three months ended March 29, 2026 compared to $939.4 million for the three months ended March 30, 2025. Organic Daily Sales decreased 1% compared to the prior year period due to unfavorable weather and soft demand in the new residential construction and repair and upgrade end markets. Based upon year-over-year price changes in our highest selling SKUs, we estimate price increases contributed 3% to Organic Daily Sales during the three months ended March 29, 2026. Organic Daily Sales for agronomic products (fertilizer, control products, ice melt, equipment, and other products) increased 2% due to improved pricing, partially offset by the later start to the Spring selling season which resulted in delayed seasonal applications. Organic Daily Sales for landscaping products (irrigation supplies, hardscapes, landscape accessories, nursery goods, and outdoor lighting) decreased 3% due to the effects of adverse weather as well as soft demand in the new residential construction and repair and upgrade end markets. Acquisitions contributed $12.4 million, or 1%, to the Net sales growth for the first quarter of 2026.

Previous wording

Cost of goods sold increased 3% to $821.0 million for the three months ended September 28, 2025 compared to $797.8 million for the three months ended September 29, 2024, and increased 3% to $2,380.8 million for the nine months ended September 28, 2025 compared to $2,305.0 million for the nine months ended September 29, 2024. The increase in Cost of goods sold, including Inventory costs, net of supplier incentives and discounts, Freight, handling, and distribution expenses, and Other Cost of goods sold was primarily attributable to increased Net sales growth.

Current wording

Cost of goods sold for the three months ended March 29, 2026 decreased 1% to $621.3 million compared to $629.6 million for the three months ended March 30, 2025. The decrease in Cost of goods sold was due to lower Inventory costs, net of supplier incentives and discounts, partially offset by an increase in Freight, handling, and distribution expenses and Other Costs of goods sold primarily attributable to higher freight and distribution costs as well as acquisitions.

Previous wording

SG&A increased 2% to $357.4 million for the three months ended September 28, 2025 compared to $349.1 million for the three months ended September 29, 2024, and increased 3% to $1,049.7 million for the nine months ended September 28, 2025 compared to $1,020.6 million for the nine months ended September 29, 2024. SG&A as a percentage of Net sales decreased 50 basis points to 28.4% for the three months ended September 28, 2025 compared to 28.9% for the three months ended September 29, 2024, and decreased 20 basis points to 28.7% for the nine months ended September 28, 2025 compared to 28.9% for the nine months ended September 29, 2024. The increase in SG&A, including Compensation, Facility, and Depreciation and amortization expenses, was primarily due to the impact of acquisitions with higher operating costs. The improvement in SG&A as a percentage of Net sales for the three and nine months ended September 28, 2025 reflected our actions to increase productivity and better align operating costs with the current market demand.

Current wording

SG&A for the three months ended March 29, 2026 increased 2% to $349.9 million compared to $343.2 million for the three months ended March 30, 2025. SG&A as a percentage of Net sales increased 70 basis points to 37.2% for the first quarter of 2026 compared to 36.5% for the first quarter of 2025. The increase in SG&A, including Compensation and Facility expenses, was primarily due to the impact of acquisitions with higher operating costs.

Previous wording

Interest and other non-operating expenses, net decreased $0.4 million to $9.1 million for the three months ended September 28, 2025 compared to $9.5 million for the three months ended September 29, 2024, and increased $1.6 million to $26.8 million for the nine months ended September 28, 2025 compared to $25.2 million for the nine months ended September 29, 2024. The decrease in interest expense for the three months ended September 28, 2025 was primarily due to lower average borrowings during the third quarter of 2025 compared to the third quarter of 2024. The increase in interest expense for the nine months ended September 28, 2025 compared to the nine months ended September 29, 2024 was primarily due to higher interest rates on borrowings resulting from the maturity of the interest rate swaps on March 23, 2025.

Current wording

Interest and other non-operating expenses, net increased $0.6 million to $8.0 million for the three months ended March 29, 2026 from $7.4 million for the three months ended March 30, 2025. The increase in interest expense was primarily due to higher interest rates on borrowings during the first quarter of 2026 compared to the first quarter of 2025 as a result of the maturity of our interest rate swaps on March 23, 2025.

Previous wording

Income tax expense was $15.5 million for the three months ended September 28, 2025 compared to $15.8 million for the three months ended September 29, 2024. The effective tax rate was 20.4% for the three months ended September 28, 2025 compared to 26.2% for the three months ended September 29, 2024. The decrease in the effective tax rate was primarily due to an increase in the amount of excess tax benefits from stock-based compensations recognized as a component of Income tax expense in the Consolidated Statements of Operations. Excess tax benefits of $4.0 million were recognized for the three months ended September 28, 2025 compared to $0.1 million for the three months ended September 29, 2024.

Current wording

Income tax benefit was $9.8 million for the three months ended March 29, 2026 compared to $9.4 million for the three months ended March 30, 2025. The effective tax rate was 28.9% for the first quarter of 2026 compared to 25.5% for the first quarter of 2025. The change in the effective tax rate was primarily due to an increase in the amount of excess tax benefits from stock-based compensation recognized as a component of Income tax benefit in the Consolidated Statements of Operations. Excess tax benefits of $0.2 million were recognized for the first quarter of 2026 compared to tax deficiencies of $0.3 million for the first quarter of 2025.

Previous wording

Net income attributable to non-controlling interest increased $0.2 million to $0.4 million for the three months ended September 28, 2025 compared to $0.2 million for the three months ended September 29, 2024, and increased $0.8 million to $1.4 million for the nine months ended September 28, 2025 compared to $0.6 million for the nine months ended September 29, 2024. The increase in Net income attributable to non-controlling interest was the result of higher Net income for the Devil Mountain business during the three and nine months ended September 28, 2025 as compared to the same periods of 2024.

Current wording

Net loss attributable to non-controlling interest was $0.1 million for the three months ended March 29, 2026 compared to $0.2 million for the three months ended March 30, 2025. The change in Net loss attributable to non-controlling interest was primarily due to lower Net loss for the Devil Mountain business during the first quarter of 2026 compared to the first quarter of 2025.

Previous wording

(d) Represents professional fees and settlement of litigation, performance bonuses, and retention and severance payments related to historical acquisitions. Also included is the cost of inventory that was stepped up to fair value during the second quarter of 2024 related to the purchase accounting of Devil Mountain and charges during the fourth quarter of 2024 for consolidating or closing certain locations acquired in connection with our acquisition of Pioneer Landscape Centers, Inc. and JLL Pioneer LLC. We cannot predict the timing or amount of any such fees or payments. These amounts are recorded in Cost of goods sold and Selling, general and administrative expenses in the Consolidated Statements of Operations.

Current wording

(d) Represents professional fees and settlement of litigation, performance bonuses, and retention and severance payments related to historical acquisitions. Also included is the cost of inventory that was stepped up to fair value during the second quarter of 2024 related to the purchase accounting of Devil Mountain as well as charges during the fourth quarter of 2025 and 2024 for consolidating or closing certain branch locations. We cannot predict the timing or amount of any such fees or payments. These amounts are recorded in Cost of goods sold and Selling, general and administrative expenses in the Consolidated Statements of Operations.

Previous wording

(e) Adjusted EBITDA excludes any earnings or loss of acquisitions prior to their respective acquisition dates for all periods presented. Adjusted EBITDA includes Adjusted EBITDA attributable to non-controlling interest of $1.0 million, $1.8 million, and $0.3 million for the third, second, and first quarter of 2025, respectively, and $0.8 million, $0.8 million, and $0.9 million for the fourth, third, and second quarter of 2024, respectively.

Current wording

(e) Adjusted EBITDA excludes any earnings or loss of acquisitions prior to their respective acquisition dates for all periods presented. Adjusted EBITDA includes Adjusted EBITDA attributable to non-controlling interest as follows (in millions):

Previous wording

In October 2022, our Board of Directors approved a share repurchase authorization for up to $400.0 million of our common stock. We intend to purchase shares under the repurchase authorization from time to time on the open market at the discretion of management, subject to strategic considerations, market conditions, and other factors. The share repurchase authorization does not have an expiration date and may be amended, suspended, or terminated by our Board of Directors at any time. In October 2025, we repurchased 161,486 shares for approximately $20.0 million at an average price of $123.83 under a 10b5-1 plan that authorized the purchase of our common stock. For the 2025 Fiscal Year through October 29, 2025, we repurchased 656,095 shares of our common stock for approximately $77.7 million at an average price per share of $118.46. As of October 29, 2025, the dollar value of shares that may yet be purchased under the share repurchase authorization was $234.3 million.

Current wording

In October 2022, our Board of Directors approved a share repurchase authorization for up to $400.0 million of our common stock. We intend to purchase shares under the repurchase authorization from time to time on the open market at the discretion of management, subject to strategic considerations, market conditions, and other factors. The share repurchase authorization does not have an expiration date and may be amended, suspended, or terminated by our Board of Directors at any time. During the three months ended March 29, 2026, we repurchased 155,130 shares of our common stock for approximately $20.0 million at an average price per share of $128.90. In April 2026, we repurchased 6,399 shares of our common stock for approximately $0.8 million at an average price of 124.82 under a 10b5-1 plan that authorized the purchase of the Company’s common stock. For the 2026 Fiscal Year through April 29, 2026, we repurchased 161,529 shares of our common stock for approximately $20.8 million at an average price per share of $128.74. As of April 29, 2026, the dollar value of shares that may yet be purchased under the share repurchase authorization was $193.5 million.

Previous wording

Our borrowing base capacity under the ABL Facility was $577.8 million as of September 28, 2025, after giving effect to outstanding letters of credit of $22.2 million. Our borrowing base capacity under the ABL Facility was $581.2 million as of December 29, 2024, after giving effect to outstanding letters of credit of $18.8 million. As of September 28, 2025, we had total cash and cash equivalents of $106.9 million, total gross long-term debt of $392.8 million, and total finance lease obligations (excluding interest) of $141.0 million.

Current wording

Our borrowing base capacity under the ABL Facility was $418.1 million as of March 29, 2026, after giving effect to $149.0 million of revolving credit loans under the ABL Facility and outstanding letters of credit of $32.9 million. Our borrowing base capacity under the ABL Facility was $577.8 million as of December 28, 2025, after giving effect to outstanding letters of credit of $22.2 million. As of March 29, 2026, we had total cash and cash equivalents of $84.0 million, total gross long-term debt of $539.5 million, and total finance lease obligations (excluding interest) of $132.7 million.

Previous wording

Working capital was $1,059.0 million as of September 28, 2025, an increase of $150.2 million compared to $908.8 million as of December 29, 2024. The change in working capital was primarily attributable to the seasonality of our business and the early purchases of inventory ahead of tariffs.

Current wording

Working capital was $1,073.4 million as of March 29, 2026, an increase of $61.4 million compared to $1,012.0 million as of December 28, 2025. The change in working capital was primarily attributable to the seasonality of our business.

Previous wording

Our gross long-term debt balance was $392.8 million as of September 28, 2025, which is comparable to our gross long-term debt balance of $393.3 million as of December 29, 2024. We had current maturities on our long-term debt of $3.9 million, which related to the term loan facility. The projected interest payments on our debt only pertain to obligations and agreements outstanding as of September 28, 2025 and expected payments for agent administration fees. The projected interest payments are calculated for future periods through maturity dates of our long-term debt using interest rates in effect as of September 28, 2025. Certain of these projected interest payments may differ in the future based on changes in floating interest rates or other factors and events, including our entry into interest rate swap contracts and amendments of the term loan facility and the ABL Facility. The total amount of interest on long-term debt decreased $22.2 million since December 29, 2024 to $109.0 million, primarily due to a decrease in the interest rate on the term loan facility. Refer to “Note 9. Long-Term Debt” in the notes to the consolidated financial statements for further information regarding our debt instruments.

Current wording

Our gross long-term debt balance increased $150.1 million since December 28, 2025. This increase was primarily attributable to funding the seasonal increase in our working capital and higher acquisition investments and capital expenditures. We have current maturities on our long-term debt of $3.9 million, which relates to the term loan facility. The projected interest payments on our debt only pertain to obligations and agreements outstanding as of March 29, 2026 and expected payments for agent administration fees. The projected interest payments are calculated for future periods through maturity dates of our long-term debt using interest rates in effect as of March 29, 2026. Certain of these projected interest payments may differ in the future based on changes in floating interest rates or other factors and events, including our entry into interest rate swap contracts and amendments of the term loan facility and the ABL Facility. The total amount of interest on long-term debt increased $2.9 million since December 28, 2025 to $97.9 million, primarily due to the increase in borrowings under the ABL facility. Refer to “Note 9. Long-Term Debt” in the notes to the consolidated financial statements for further information regarding our debt instruments.

Previous wording

Net cash used in investing activities was $53.4 million for the nine months ended September 28, 2025 compared to $140.3 million for the nine months ended September 29, 2024. The decrease reflects lower acquisition investments in the first nine months of 2025 compared to the same period of 2024. Capital expenditures were $39.2 million during the first nine months of 2025 compared to $31.0 million for the same period of 2024 due to increased investments in branch locations.

Current wording

Net cash used in investing activities was $101.6 million for the three months ended March 29, 2026 compared to $21.0 million for the three months ended March 30, 2025. The increase reflected higher acquisition investments and capital expenditures in the first three months of 2026 compared to the same period of 2025. Capital expenditures were $23.0 million for the first three months of 2026 compared to $14.8 million for the same period of 2025 due to increased investments in branch locations.

Previous wording

Landscape Holding and Landscape, as borrowers (collectively, the “Borrowers”), entered into the Fifth Amendment to the Amended and Restated Credit Agreement, the (“Fifth Amendment”), dated as of March 23, 2021, with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, the several banks and other financial institutions party thereto, and certain other parties party thereto from time to time. The Fifth Amendment amended and restated the Amended and Restated Credit Agreement, dated as of April 29, 2016, among the Borrowers, the lenders from time to time party thereto, and UBS AG, Stamford Branch as administrative agent and collateral agent (as amended prior to March 23, 2021, the “Existing Credit Agreement” and, as so amended and restated pursuant to the Fifth Amendment, the “Second Amended and Restated Credit Agreement”) to, among other things, incur $325.0 million of term loans (the “New Term Loans”).

Current wording

Landscape Holding and Landscape, as borrowers (collectively, the “Borrowers”), entered into the Fifth Amendment to the Amended and Restated Credit Agreement, the (“Fifth Amendment”), dated as of March 23, 2021, with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, the several banks and other financial institutions party thereto, and certain other parties party thereto from time to time. The Fifth Amendment amended and restated the Amended and Restated Credit Agreement, dated as of April 29, 2016, among the Borrowers, the lenders from time to time party thereto, and UBS AG, Stamford Branch as administrative agent and collateral agent (as amended prior to March 23, 2021, the “Existing Credit Agreement” and, as so amended and restated pursuant to the Fifth Amendment, the “Second Amended and Restated Credit Agreement”) in order to, among other things, incur $325.0 million of term loans (the “New Term Loans”).

Previous wording

On July 12, 2023, Landscape Holding, as representative for the Borrowers, entered into the Increase Supplement to the Second Amended and Restated Credit Agreement to provide for an additional $120.0 million of New Term Loans.

Current wording

On July 12, 2023, Landscape Holding, as representative for the Borrowers, entered into the Increase Supplement (the “Increase Supplement”) to the Second Amended and Restated Credit Agreement to provide for an additional $120.0 million of New Term Loans.

Previous wording

On July 2, 2024, Landscape Holding, as representative for the Borrowers, entered into the Second Amendment to the Second Amended and Restated Credit Agreement (the “Second Amendment”) that amends and restates the Second Amended and Restated Credit Agreement, dated as of March 23, 2021. The Second Amendment provides for, among other things, an aggregate principal amount of approximately $392.7 million in term loans (the “Tranche B Term Loans”). The Tranche B Term Loans mature on March 22, 2030.

Current wording

On July 2, 2024, Landscape Holding, as representative for the Borrowers, entered into the Second Amendment to the Second Amended and Restated Credit Agreement (the “Second Amendment”) that amended and restated the Second Amended and Restated Credit Agreement, dated as of March 23, 2021. The Second Amendment provided for, among other things, an aggregate principal amount of approximately $392.7 million in term loans, and made certain other changes to the existing credit agreement (the “Tranche B Term Loans”).

Previous wording

On July 2, 2024, Landscape Holding and Landscape entered into the Second Amendment that amends and restates the Second Amended and Restated Credit Agreement, dated as of March 23, 2021. The Second Amendment provides for, among other things, an aggregate principal amount of approximately $392.7 million in Tranche B Term Loans, and makes certain other changes to the existing credit agreement. Proceeds of the Tranche B Term Loans were used, among other things, (i) to repay in full the term loans outstanding immediately prior to the effectiveness of the Second Amendment, (ii) to repay certain loans outstanding under the ABL Facility, and (iii) to pay fees, costs, and expenses related to the foregoing transactions. The Tranche B Term Loans bear interest, at Landscape Holding’s option, at either (i) an adjusted Term SOFR rate plus an applicable margin equal to 1.75% (with a Term SOFR floor of 0.50%) or (ii) an alternative base rate plus an applicable margin equal to 0.75%. Voluntary prepayments of the Tranche B Term Loans are permitted at any time, in minimum principal amounts, without premium or penalty, unless in connection with certain repricing transactions that occur within the first six months after the date of effectiveness of the Second Amendment. The Tranche B Term Loans will mature on March 22, 2030. The interest rate on the outstanding balance of the Tranche B Term Loans was 5.92535% and 6.27397% as of September 28, 2025 and December 29, 2024, respectively.

Current wording

On July 2, 2024, Landscape Holding and Landscape entered into the Second Amendment that amends and restates the Second Amended and Restated Credit Agreement, dated as of March 23, 2021. The Second Amendment provides for, among other things, an aggregate principal amount of approximately $392.7 million in Tranche B Term Loans, and makes certain other changes to the existing credit agreement. Proceeds of the Tranche B Term Loans were used, among other things, (i) to repay in full the term loans outstanding immediately prior to the effectiveness of the Second Amendment, (ii) to repay certain loans outstanding under the ABL Facility, and (iii) to pay fees, costs, and expenses related to the foregoing transactions. The Tranche B Term Loans bear interest, at Landscape Holding’s option, at either (i) an adjusted Term SOFR rate plus an applicable margin equal to 1.75% (with a Term SOFR floor of 0.50%) or (ii) an alternative base rate plus an applicable margin equal to 0.75%. Voluntary prepayments of the Tranche B Term Loans are permitted at any time, in minimum principal amounts, without premium or penalty, unless in connection with certain repricing transactions that occur within the first six months after the date of effectiveness of the Second Amendment. The Tranche B Term Loans will mature on March 22, 2030. The interest rate on the outstanding balance of the Tranche B Term Loans was 5.42812% and 5.50012% as of March 29, 2026 and December 28, 2025, respectively.

Previous wording

Landscape Holding and Landscape (collectively, the “ABL Borrowers”) are parties to the credit agreement dated December 23, 2013 (as amended by the First Amendment to the Credit Agreement, dated June 13, 2014, the Second Amendment to the Credit Agreement, dated January 26, 2015, the Third Amendment to the Credit Agreement, dated February 13, 2015, the Fourth Amendment to the Credit Agreement, dated October 20, 2015, the Omnibus Amendment to the Credit Agreement, dated May 24, 2017, the Sixth Amendment to the Credit Agreement, dated February 1, 2019, and the Seventh Amendment to the Credit Agreement, dated July 22, 2022, the “ABL Credit Agreement”) providing for an asset-based credit facility (the “ABL Facility”) of up to $600.0 million, subject to borrowing base availability, with a maturity date of July 22, 2027. The ABL Facility is secured by a first lien on the inventory and receivables of the ABL Borrowers. The ABL Facility is guaranteed by SiteOne Landscape Supply Bidco, Inc. an indirect wholly-owned subsidiary of the Company, and each direct and indirect wholly-owned U.S. restricted subsidiary of Landscape. Availability is determined using borrowing base calculations of eligible inventory and receivable balances less the current outstanding ABL Facility and letters of credit balances.

Current wording

Landscape Holding and Landscape (collectively, the “ABL Borrowers”) are parties to the credit agreement dated December 23, 2013 (as amended by the First Amendment to the Credit Agreement, dated June 13, 2014, the Second Amendment to the Credit Agreement, dated January 26, 2015, the Third Amendment to the Credit Agreement, dated February 13, 2015, the Fourth Amendment to the Credit Agreement, dated October 20, 2015, the Omnibus Amendment to the Credit Agreement, dated May 24, 2017, the Sixth Amendment to the Credit Agreement, dated February 1, 2019, and the Seventh Amendment to the Credit Agreement, dated July 22, 2022, the “ABL Credit Agreement”) providing for an asset-based credit facility (the “ABL Facility”) of up to $600.0 million, subject to borrowing base availability, with a maturity date of July 22, 2027. The ABL Facility is secured by a first lien on the inventory and receivables of the ABL Borrowers. The ABL Facility is guaranteed by SiteOne Landscape Supply Bidco, Inc. (“Bidco”), an indirect wholly-owned subsidiary of the Company, and each direct and indirect wholly-owned U.S. restricted subsidiary of Landscape. Availability is determined using borrowing base calculations of eligible inventory and receivable balances less the current outstanding ABL Facility and letters of credit balances.

Previous wording

There was no outstanding balance under the ABL Facility as of September 28, 2025 and December 29, 2024. The commitment fees on unfunded amounts were 0.25% as of September 28, 2025 and December 29, 2024.

Current wording

The weighted average interest rate on outstanding balances under the ABL Facility was 4.89829% as of March 29, 2026. There was no outstanding balance under the ABL Facility as of December 28, 2025. The commitment fees on unfunded amounts was 0.25% as of March 29, 2026 and December 28, 2025.

Previous wording

Loans under the Devil Mountain ABL Facility bear interest at either (i) an adjusted Term SOFR rate equal to Term SOFR plus an applicable margin of 1.90% or 2.10% or (ii) an alternate base rate plus an applicable margin of 0.80% or 1.00%, subject to a 0.20% reduction when the Fixed Charge Coverage Ratio (as defined in the Devil Mountain ABL Facility) is greater than 2.00:1.00. Additionally, undrawn commitments under the Devil Mountain ABL Facility bear a commitment fee of 0.25% on the actual undrawn portion of the commitments under the Devil Mountain ABL Facility based upon the daily utilization for the previous quarter. The interest rate on the outstanding balance under the Devil Mountain ABL Facility was 6.18021% and 6.65265% as of September 28, 2025 and December 29, 2024, respectively.

Current wording

Loans under the Devil Mountain ABL Facility bear interest at either (i) an adjusted Term SOFR rate equal to Term SOFR plus an applicable margin of 1.90% or 2.10% or (ii) an alternate base rate plus an applicable margin of 0.80% or 1.00%, subject to a 0.20% reduction when the Fixed Charge Coverage Ratio (as defined in the Devil Mountain ABL Facility) is greater than 2.00:1.00. Additionally, undrawn commitments under the Devil Mountain ABL Facility bear a commitment fee of 0.25% on the actual undrawn portion of the commitments under the Devil Mountain ABL Facility based upon the daily utilization for the previous quarter. The interest rate on the outstanding balance under the Devil Mountain ABL Facility was 5.56766% and 5.77272% as of March 29, 2026 and December 28, 2025, respectively.

Previous wording

The agreements governing the Second Amended and Restated Credit Agreement and the ABL Facility restrict the ability of our subsidiaries to pay dividends, make loans, or otherwise transfer assets to us. Further, our subsidiaries are permitted under the terms of the Second Amended and Restated Credit Agreement and the ABL Facility as well as other indebtedness to incur additional indebtedness that may restrict or prohibit the making of distributions, the payment of dividends, or the making of loans to us.

Current wording

The agreements governing the Second Amended and Restated Credit Agreement and the ABL Facility restrict the ability of our subsidiaries to pay dividends, make loans, or otherwise transfer assets to us. Further, our subsidiaries are permitted under the terms of the Second Amended and Restated Credit Agreement and the ABL Facility and other indebtedness to incur additional indebtedness that may restrict or prohibit the making of distributions, the payment of dividends, or the making of loans to us.

Previous wording

We are subject to interest rate risk with regard to existing and future issuances of debt. We have, in the past, utilized interest rate swap contracts to reduce our exposure to fluctuations in variable interest rates for future interest payments on existing debt. Prior to the termination of interest rate swaps 7, 8, and 9 upon maturity on March 23, 2025, we were party to interest rate swap contracts to convert the variable interest rate to a fixed interest rate on portions of the borrowings under the term loans.

Current wording

We are subject to interest rate risk with regard to existing and future issuances of debt. We have utilized interest rate swap contracts to reduce our exposure to fluctuations in variable interest rates for future interest payments on existing debt. Prior to the termination of interest rate swaps 7, 8, and 9 upon maturity on March 23, 2025, we were party to interest rate swap contracts to convert the variable interest rate to a fixed interest rate on portions of the borrowings under the term loans.

Previous wording

We recognized any differences between the variable interest rate payments and the fixed interest rate settlements from the swap counterparties as an adjustment to interest expense over the life of the swaps. We had designated these swaps as cash flow hedges and recorded the changes in the estimated fair value of the swaps to Accumulated other comprehensive income (loss) on our Consolidated Balance Sheets.

Current wording

We recognized any differences between the variable interest rate payments and the fixed interest rate settlements from the swap counterparties as an adjustment to interest expense over the life of the swaps. We had designated these swaps as cash flow hedges and recorded the changes in the estimated fair value of the swaps to Accumulated other comprehensive income (loss) (“AOCI”) on our Consolidated Balance Sheets.

Showing the first 40 of 41 pairs. Open the source sections for the rest.

Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

The Tranche B Term Loans bear interest, at Landscape Holding’s option, at either (i) an adjusted Term SOFR rate plus an applicable margin equal to 1.75% (with a Term SOFR floor of 0.50%) or (ii) an alternative base rate plus an applicable margin equal to 0.75%. Voluntary prepayments of the Tranche B Term Loans are permitted at any time, in minimum principal amounts, without premium or penalty, unless in connection with certain repricing transactions that occur within the first six months after the date of effectiveness of the Second Amendment.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

Income tax expense was $51.1 million for the nine months ended September 28, 2025 compared to $46.1 million for the nine months ended September 29, 2024. The effective tax rate was 23.6% for the nine months ended September 28, 2025 compared to 24.0% for the nine months ended September 29, 2024. The decrease in the effective tax rate was primarily due to an increase in the amount of excess tax benefits from stock-based compensation recognized as a component of Income tax expense in the Consolidated Statements of Operations. Excess tax benefits of $3.7 million were recognized for the nine months ended September 28, 2025 compared to $2.9 million for the nine months ended September 29, 2024.