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SiteOne Landscape Supply, Inc.

For the period ended Jun 28, 2026. Filed Jul 29, 2026.

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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.

Jun 28, 2026 · Filed Jul 29, 2026

SITE$117.44+4.2%Stored close · as of Nov 9, 2026

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Note

Note 5. Property and Equipment, Net

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

June 28, 2026December 28, 2025
Land$33.8$24.6
Buildings and leasehold improvements:
Buildings15.515.5
Leasehold improvements109.3100.5
Branch equipment132.7134.1
Office furniture and fixtures and vehicles:
Office furniture and fixtures43.338.5
Vehicles52.254.7
Finance lease right-of-use assets253.2236.8
Mineral rights2.22.2
Tooling0.20.2
Construction in progress19.09.1
Total property and equipment, gross661.4616.2
Less: accumulated depreciation and amortization349.1320.8
Property and equipment, net$312.3$295.4

Amortization of finance right-of-use (“ROU”) assets and depreciation expense was $21.3 million and $41.7 million for the three and six months ended June 28, 2026, and $20.2 million and $40.1 million for the three and six months ended June 29, 2025, respectively.

Capitalized software has an estimated useful life ofthree years. Total capitalized software costs, including purchased and internally developed software, included in Other assets at June 28, 2026 and December 28, 2025 were $29.8 million and $27.0 million, less accumulated amortization of $15.8 million and $12.5 million, respectively. Amortization of these software costs was $1.6 million and $3.3 million for the three and six months ended June 28, 2026, and $0.9 million and $1.8 million for the three and six months ended June 29, 2025, respectively.

Note 6. Goodwill and Intangible Assets, Net

Goodwill

The changes in the carrying amount of goodwill were as follows (in millions):

December 29, 2025December 30, 2024
to June 28, 2026to December 28, 2025
Beginning balance$530.4$518.1
Goodwill acquired during the period(a)28.811.1
Goodwill adjusted during the period(0.4)1.2
Ending balance$558.8$530.4

(a) Additions to goodwill during the periods presented reflect the acquisitions described in Note 3.

Intangible Assets

Intangible assets include customer relationships as well as trademarks and other intangibles acquired through acquisitions. Intangible assets with finite useful lives are amortized on an accelerated method or a straight-line method of amortization over their estimated useful lives. An accelerated amortization method reflecting the pattern in which the asset will be consumed is utilized if that pattern can be reliably determined. If that pattern cannot be reliably determined, a straight-line amortization method is used. The Company considers the period of expected cash flows and the underlying data used to measure the fair value of the intangible assets when selecting a useful life. The Company’s customer relationships are amortized on an accelerated method.

The following table summarizes the components of intangible assets (in millions, except weighted average remaining useful life):

June 28, 2026 · December 28, 2025
Weighted Average Remaining Useful LifeAmountAccumulated AmortizationNetAmountAccumulated AmortizationNet
Customer relationships15.5 years$614.8$416.0$198.8$599.6$394.4$205.2
Trademarks and other4.5 years58.334.723.648.033.214.8
Total intangibles$673.1$450.7$222.4$647.6$427.6$220.0

During the six months ended June 28, 2026, the Company recorded $28.2 million of intangible assets, including $15.2 million in Customer relationship intangibles and $13.0 million in Trademarks and other intangibles. The change in Customer relationship intangibles and Trademarks and other intangibles included additions of $16.0 million and $13.0 million, respectively, as a result of the acquisitions completed in 2026 as described in “Note 3. Acquisitions.” Updates of purchase price allocations related to prior year acquisitions during the allowable measurement period and currency translation adjustments of Customer relationship intangibles were $(0.8) million.

During the six months ended June 29, 2025, the Company recorded $6.3 million of intangible assets, including $5.8 million in Customer relationship intangibles and $0.5 million in Trademarks and other intangibles. The change in Customer relationship intangibles included additions of $4.8 million and $0.3 million, respectively, as a result of the acquisitions completed in 2025 as described in “Note 3. Acquisitions.” Updates of purchase price allocations related to prior year acquisitions during the allowable measurement period and currency translation adjustments of Customer relationship intangibles and Trademarks and other intangibles, net were $1.0 million and $0.2 million, respectively.

Customer relationship intangible assets are amortized over a weighted-average period of approximately 20 years. Trademarks and other intangible assets are amortized over a weighted-average period of approximately five years.

Amortization expense for intangible assets was $13.3 million and $26.3 million for the three and six months ended June 28, 2026 and $14.2 million and $28.8 million for the three and six months ended June 29, 2025, respectively.

Total future amortization estimated as of June 28, 2026 is as follows (in millions):

Fiscal year ending:
2026 (remainder)$25.1
202742.2
202833.1
202926.0
203021.1
203116.4
Thereafter58.5
Total future amortization$222.4

Note 7. Leases

The Company determines if an arrangement is a lease at inception of a contract. The Company leases equipment and real estate including office space, branch locations, and distribution centers under operating leases. Most leases includeone or more options to renew, with renewal terms that can extend the lease term fromone year tofive years or more. The exercises of lease renewal options are at the Company’s sole discretion. Finance lease obligations consist primarily of the Company’s vehicle fleet. Certain leases include options to purchase the leased property. ROU assets represent the Company’s right to use an underlying asset during the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the commencement date based on the net present value of fixed lease payments over the lease term. As most of the Company’s operating leases do not provide an implicit interest rate, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Finance lease agreements generally include an interest rate that is used to determine the present value of future lease payments. Variable lease payment amounts that cannot be determined at the commencement of the lease such as increases in lease payments based on changes in index rates or usage, are not included in the ROU assets or lease liabilities and are expensed as incurred and recorded as variable lease expense. Leases with an initial term of 12 months or less are not recorded in the Consolidated Balance Sheets.

The components of lease expense were as follows (in millions):

Three Months Ended · Six Months Ended
Lease CostClassificationJune 28, 2026June 29, 2025June 28, 2026June 29, 2025
Finance lease cost:
Amortization of right-of-use assetsCost of goods sold$0.3$0.1$0.5$0.3
Amortization of right-of-use assetsSelling, general and administrative expenses9.18.617.916.7
Interest on lease liabilitiesInterest and other non-operating expenses, net2.32.44.54.6
Operating lease costCost of goods sold3.32.16.24.1
Operating lease costSelling, general and administrative expenses28.527.056.252.1
Short-term lease costCost of goods sold0.30.20.60.3
Short-term lease costSelling, general and administrative expenses1.20.72.42.0
Variable lease costSelling, general and administrative expenses0.30.30.60.8
Sublease incomeSelling, general and administrative expenses(0.4)(0.3)(0.7)(0.5)
Total lease cost$44.9$41.1$88.2$80.4

Supplemental cash flow information related to leases was as follows (in millions):

Six Months Ended
Other InformationJune 28, 2026June 29, 2025
Cash paid for amounts included in the measurements of lease liabilities:
Operating cash flows from finance leases$4.5$4.6
Operating cash flows from operating leases$62.5$58.2
Financing cash flows from finance leases$17.5$15.8
Right-of-use assets obtained in exchange for new lease liabilities:
Finance leases$20.7$26.1
Operating leases$67.8$44.1

The aggregate future lease payments for operating and finance leases as of June 28, 2026 were as follows (in millions):

Maturity of Lease LiabilitiesOperating LeasesFinance Leases
Fiscal year:
2026 (remainder)$54.0$21.9
2027118.541.4
2028101.937.5
202983.529.4
203063.817.9
203146.47.1
Thereafter101.41.2
Total lease payments569.5156.4
Less: interest84.419.1
Present value of lease liabilities$485.1$137.3

The weighted-average lease terms and discount rates were as follows:

Lease Term and Discount RateJune 28, 2026June 29, 2025
Weighted-average remaining lease term:
Finance leases4.1 years4.5 years
Operating leases5.7 years5.9 years
Weighted-average discount rate:
Finance leases6.8%6.7%
Operating leases5.6%5.5%

Note 8. Employee Benefit and Stock Incentive Plans

The Company sponsors a defined contribution benefit plan for substantially all of its employees. Company contributions to the plan are based on a percentage of employee wages. The Company’s contributions to the plan were $5.3 million and $10.6 million for the three and six months ended June 28, 2026, and $4.4 million and $9.5 million for the three and six months ended June 29, 2025, respectively.

The Company’s Omnibus Equity Incentive Plan (the “2016 Plan”), which became effective on April 28, 2016, provided for the grant of awards in the form of stock options that may be either incentive stock options or non-qualified stock options; stock purchase rights; restricted stock; restricted stock units (“RSUs”); performance shares; performance stock units (“PSUs”); stock appreciation rights; dividend equivalents; deferred stock units (“DSUs”); or other stock-based awards.

At the 2020 Annual Meeting of Stockholders of the Company on May 13, 2020, the Company’s stockholders approved the Company’s 2020 Omnibus Equity Incentive Plan (the “2020 Plan”), which replaced the 2016 Plan. The 2020 Plan reserved 2,155,280 shares of the Company’s common stock for issuance under the 2020 Plan, consisting of 1,600,000 new shares plus 555,280 shares that were previously authorized for issuance under the 2016 Plan and that, as of May 13, 2020, were not subject to outstanding awards. No further grants of awards have been made under the 2016 Plan; however, outstanding awards granted under the 2016 Plan remained outstanding and continued to be administered in accordance with the terms of the 2016 Plan and the applicable award agreements. Any shares covered by an award, or any portion thereof, granted under the 2020 Plan or 2016 Plan that is forfeited or repurchased, or terminates, expires, or lapses for any reason will again be available for the grant of awards. Additionally, any shares tendered or withheld to satisfy the grant or exercise price, or tax withholding obligations pursuant to any award under the 2020 Plan or 2016 Plan, will again be available for issuance. As of June 28, 2026, the aggregate number of shares that remain available to be issued under the 2020 Plan is 3,483,866.

Stock options and RSUs granted to employees vest over afour-year period at 25% per year. Stock options expire 10 years after the date of grant. PSUs granted to employees vest upon the achievement of the performance conditions, over athree-year period, measured by the growth of the Company’s pre-tax income plus amortization relative to a performance peer group, subject to adjustment based upon the application of a return on invested capital modifier. Effective for the PSUs granted in the 2025 Fiscal Year and thereafter, the return on invested capital component was changed from a modifier to an independently weighted metric in the payout calculation.

Share-based compensation expense is recognized in the financial statements based upon the fair value on the date of grant. RSUs, PSUs, and DSUs have grant date fair values equal to the fair market value of the underlying stock on the date of grant. The fair value of stock options is estimated on the date of grant using the Black-Scholes option pricing model. Since the start of the 2023 Fiscal Year, expected volatility has been based on the historical volatility of the Company’s common stock. Prior to the 2023 Fiscal Year, expected volatilities were based on the historical equity volatility of comparable publicly traded companies. This change in estimate was due to the length of time the Company’s common stock had been publicly traded, which exceeded the expected term of the stock options at the start of the 2023 Fiscal Year. The expected term of stock options is derived from the output of the option valuation model and represents the period of time that stock options granted are expected to be outstanding. The risk-free rates utilized for periods throughout the contractual life of the stock options are based on the U.S. Treasury security yields at the time of grant. Compensation costs for stock options and RSUs are recognized on a straight-line basis over the requisite vesting periods. The Company recognizes compensation expenses for PSUs when it is probable that the performance conditions will be achieved. The Company reassesses the probability of vesting at each reporting period and adjusts its compensation cost accordingly.

RSUs granted to non-employee directors vest at the earlier of the day preceding the next annual meeting of stockholders of the Company at which directors are elected or the first anniversary of the grant date, in each case, subject to the participant’s continued service as a director or other service provider (as applicable) from the grant date through such vesting date. Vested RSUs granted to non-employee directors settle into the Company’s common stock at the earlier to occur of the vesting date, termination of the director’s service on the Company’s Board of Directors, or until a change of control of the Company. Settlement may also be deferred at the director’s election until a specified date after the vesting date. DSUs granted to non-employee directors vest immediately but settlement is deferred until termination of the director’s service on the Company’s Board of Directors or until a change of control of the Company.

In February 2023, the Company’s Human Resources and Compensation Committee approved amendments to the applicable equity award agreements governing the terms of the stock options, RSUs, and PSUs granted under the 2020 Plan. Pursuant to such amendments, all unvested stock options and RSUs granted to an associate after the effective date of the amendments under an applicable award agreement, as amended, will fully vest following the end of their employment, generally infour equal annual installments and expire in 10 years for stock options, if such associate’s combined age (minimum of 55 years of age) and completed years of employment with the Company (minimum offive years of service) equals 65 or more (the “Rule of 65”). The amendments did not alter any equity award agreements outstanding on or prior to the effective date or the pro-rated vesting schedule with respect to PSUs, other than to change the definition of retirement to reflect the Rule of 65.

A summary of stock-based compensation activities during the six months ended June 28, 2026 was as follows (in thousands):

Stock OptionsRSUsDSUsPSUs
Outstanding as of December 28, 2025468.7334.762.6124.5
Granted—168.34.854.7
Exercised/Vested/Settled(a)(20.1)(112.5)—(2.9)
Expired or forfeited(0.8)(10.0)—(27.4)
Outstanding as of June 28, 2026447.8380.567.4148.9

(a) Does not include 35.9 thousand stock options and 118.8 thousand RSUs granted to retirement eligible associates under the Rule of 65. While these shares immediately vested, they have not been settled.

There wereno stock options granted during the periods presented. The weighted average grant date fair value of awards granted were as follows:

June 28, 2026June 29, 2025
RSUs$147.15$134.39
DSUs$118.06$124.42
PSUs$149.55$135.83

A summary of stock-based compensation expense recognized during the periods was as follows (in millions):

Three Months EndedSix Months Ended
June 28, 2026June 29, 2025June 28, 2026June 29, 2025
Stock options(a)$0.1$0.3$0.3$1.0
RSUs(a)3.63.815.815.1
DSUs0.20.30.30.4
PSUs(1.8)(2.1)(0.1)(0.6)
Total stock-based compensation$2.1$2.3$16.3$15.9

(a) Stock-based compensation expense for the three and six months ended June 28, 2026 and June 29, 2025 included accelerated expense related to retirement eligible associates under the Rule of 65. These amounts on a net expense basis included $5.7 million related to RSUs for the six months ended June 28, 2026, and $6.0 million related to RSUs for the six months ended June 29, 2025.

A summary of unrecognized stock-based compensation expense was as follows:

June 28, 2026December 28, 2025
Unrecognized Compensation(in millions)Weighted AverageRemaining PeriodUnrecognized Compensation(in millions)Weighted AverageRemaining Period
Stock options$0.20.5 years$0.50.9 years
RSUs$31.22.8 years$24.02.5 years
DSUs$0.10.9 years$0.20.9 years
PSUs$11.52.0 years$7.31.7 years

Note 9. Long-Term Debt

Long-term debt was as follows (in millions):

June 28, 2026December 28, 2025
ABL facility$124.1$—
Subsidiary ABL facility—0.6
Term loans386.8388.8
Total gross long-term debt510.9389.4
Less: unamortized debt issuance costs and discounts on debt(5.2)(4.0)
Total debt$505.7$385.4
Less: current portion(3.9)(3.9)
Total long-term debt$501.8$381.5

ABL Facility

SiteOne Landscape Supply Holding, LLC (“Landscape Holding”) and SiteOne Landscape Supply, LLC (“Landscape” and together with Landscape Holding, the “Borrowers”), each an indirect wholly-owned subsidiary of the Company, 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, the Seventh Amendment to the Credit Agreement, dated July 22, 2022, and the First Amendment to the Amended and Restated Credit Agreement, dated April 22, 2026, 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. The ABL Facility is secured by a first lien on the inventory and receivables of the 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. The availability under the ABL Facility was $443.0 million and $577.8 million as of June 28, 2026 and December 28, 2025, respectively. Availability is determined using borrowing base calculations of eligible inventory and receivable balances less the current outstanding ABL Facility and letters of credit balances.

On April 22, 2026, the Company, through its subsidiaries, entered into the First Amendment to the Amended and Restated Credit Agreement (the “First Amendment”). The First Amendment amends the ABL Credit Agreement to among other things, (i) extend the final scheduled maturity to April 22, 2031, subject to a springing maturity date of 91 days prior to the maturity of the Second Amended and Restated Credit Agreement, dated as of March 23, 2021, among the Borrowers, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (the “Second Amended and Restated Credit Agreement”), (ii) increase the letter of credit sublimit from $30.0 million to $50.0 million, (iii) remove the 10 basis point credit spread adjustment that was applied to SOFR-based borrowings, and (iv) make such other changes as agreed to by the parties pursuant to the First Amendment.

Loans under the ABL Credit Agreement bear interest, at Landscape Holding’s option, at either (i) an adjusted Term SOFR rate equal to Term SOFR plus an applicable margin of 1.25% or 1.50% or (ii) an alternate base rate plus an applicable margin of 0.25% or 0.50%, in each case depending on the average daily excess availability under the ABL Credit Agreement, and in each case subject to a 0.125% reduction when the Consolidated First Lien Leverage Ratio (as defined in the ABL Credit Agreement) is less than 1.50:1.00. Additionally, undrawn commitments under the ABL Credit Agreement bear a commitment fee of 0.20% or 0.25%, depending on the average daily undrawn portion of the commitments under the ABL Credit Agreement.

The weighted average interest rate on outstanding balances under the ABL Facility was 4.75248% as of June 28, 2026. There wasno outstanding balance under the ABL Facility as of December 28, 2025. The commitment fees on unfunded amounts was 0.25% as of June 28, 2026 and December 28, 2025.

The ABL Facility is subject to mandatory prepayments if the outstanding loans and letters of credit exceed either the aggregate revolving commitments or the current borrowing base, in an amount equal to such excess. Additionally, the ABL Facility is subject to various covenants, including incurrence covenants that require the Company to meet minimum financial ratios, and additional borrowings and other corporate transactions may be limited by failure to meet these financial ratios. Failure to meet any of these covenants could result in an event of default under these agreements. If an event of default occurs, the lenders could elect to declare all amounts outstanding under these agreements to be immediately due and payable, enforce their interest in collateral pledged under the agreement, or restrict the Borrowers’ ability to obtain additional borrowings under these agreements. The ABL Facility is secured by a first lien security interest over inventory and receivables and a second lien security interest over all other assets pledged as collateral.

The ABL Facility contains customary representations and warranties and customary affirmative and negative covenants. The negative covenants are limited to the following: financial condition, fundamental changes, dividends and distributions, acquisitions, dispositions of collateral, payments and modifications of restricted indebtedness, negative pledge clauses, changes in line of business, currency, commodity and other hedging transactions, transactions with affiliates, investments, indebtedness, and liens. The negative covenants are subject to customary exceptions and also permit the payment of dividends and distributions, investments, permitted acquisitions, payments or redemptions of indebtedness under the Second Amended and Restated Credit Agreement, asset sales and mergers, consolidations, and sales of all or substantially all assets involving subsidiaries upon satisfaction of a “payment condition.” The payment condition is deemed satisfied upon 30-day specified excess availability and specified availability exceeding agreed upon thresholds and, in certain cases, the absence of specified events of default or known events of default and pro forma compliance with a consolidated fixed charge coverage ratio of 1.00 to 1.00. As of June 28, 2026, the Company was in compliance with all of the ABL Facility covenants.

Subsidiary ABL Facility

In connection with the Company’s acquisition of a controlling interest in Devil Mountain, on April 30, 2024, Devil Mountain entered into the Eighth Amendment to the Credit Agreement and Consent providing for an asset-based credit facility (the “Devil Mountain ABL Facility”) of up to $20.0 million, subject to borrowing base availability.

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 Devil Mountain ABL Facility will mature on April 30, 2029. There wasno outstanding balance as of June 28, 2026. The interest rate on the outstanding balance under the Devil Mountain ABL Facility was 5.77272% as of December 28, 2025. Devil Mountain was in compliance with all of the Devil Mountain ABL Facility covenants as of June 28, 2026.

Term Loans

The Borrowers entered into a syndicated senior term loan facility dated April 29, 2016, which was amended on November 23, 2016, May 24, 2017, December 12, 2017, and August 14, 2018. On March 23, 2021, the Company, through its subsidiaries, entered into the Fifth Amendment to the Amended and Restated Credit Agreement (the “Fifth Amendment”), by and among the Borrowers, JPMorgan Chase Bank, N.A. to, among other things, incur $325.0 million of term loans (the “New Term Loans”) which were used in part to prepay all of the existing term loans outstanding immediately prior to effectiveness of the Fifth Amendment (the “Tranche E Term Loans”). On March 27, 2023, Landscape Holding, as representative for the Borrowers, entered into the First Amendment to the Second Amended and Restated Credit Agreement (the “Sixth Amendment”) to implement a forward-looking interest rate based on SOFR in lieu of LIBOR. 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, providing for an additional $120.0 million of New Term Loans. On July 2, 2024, 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 are guaranteed by Bidco and each direct and indirect wholly-owned U.S. restricted subsidiary of Landscape. The Tranche B Term Loans are secured by a second lien security interest over inventory and receivables and a first lien security interest over all other assets pledged as collateral. The Tranche B Term Loans mature on March 22, 2030.

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. The Tranche B Term Loans will mature on March 22, 2030. The interest rates on the outstanding balance of the Tranche B Term Loans were 5.38718% and 5.50012% as of June 28, 2026 and December 28, 2025, respectively.

The Second Amended and Restated Credit Agreement, as amended by the Second Amendment, contains customary representations and warranties and customary affirmative and negative covenants. The negative covenants are limited to the following: limitations on indebtedness, restricted payments, restrictive agreements, sales of assets and subsidiary stock, transactions with affiliates, liens, fundamental changes, amendments, and lines of business. The negative covenants are subject to exceptions customary for transactions of the type.

The Tranche B Term Loans are payable in consecutive quarterly installments equal to 0.25% of the aggregate initial principal amount of the Tranche B Term Loans until the maturity date. In addition, the Tranche B Term Loans are subject to annual mandatory prepayments in an amount equal to 50% of excess cash flow, as defined in the Second Amendment for the applicable fiscal year if 50% of excess cash flow exceeds $24.0 million and the secured leverage ratio is greater than 3.00 to 1.00. There are also mandatory prepayments with the proceeds of certain asset sales and from the issuance of debt not permitted to be incurred under the Second Amendment. As of June 28, 2026, the Company was in compliance with all of the Second Amendment covenants.

Interest Expense

During the three and six months ended June 28, 2026, the Company incurred total interest expense of $10.0 million and $18.0 million, respectively, of which $7.4 million and $13.6 million related to interest on the asset-based credit facilities and the term loans, respectively. Debt issuance costs and discounts are amortized as interest expense over the life of the debt. As a result of the First Amendment, unamortized debt issuance costs and discounts in the amount of $0.1 million were charged to expense and new debt fees and issuance costs of $1.9 million were capitalized during the three and six months ended June 28, 2026. Amortization expense related to debt issuance costs and discounts was $0.3 million and $0.6 million for the three and six months ended June 28, 2026, respectively. The remaining $2.2 million and $3.7 million of interest expense is primarily related to interest attributable to finance leases, partially offset by interest income for the three and six months ended June 28, 2026, respectively.

During the three and six months ended June 29, 2025, the Company incurred total interest expense of $10.3 million and $17.7 million, respectively, of which $7.9 million and $13.2 million related to interest on the asset-based credit facilities and the term loans, respectively. Debt issuance costs and discounts are amortized as interest expense over the life of the debt. Amortization expense related to debt issuance costs and discounts was $0.2 million and $0.5 million for the three and six months ended June 29, 2025, respectively. The remaining $2.2 million and $4.0 million of interest expense is primarily related to interest attributable to finance leases, partially offset by interest income for the three and six months ended June 29, 2025, respectively.

Note 10. Income Taxes

The Company’s effective tax rate was approximately 25.0% for the six months ended June 28, 2026 and approximately 25.4% for the six months ended June 29, 2025. The decrease in the effective 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 Company’s Consolidated Statements of Operations. The Company recognized excess tax benefits of $0.2 million for the six months ended June 28, 2026, compared to tax deficiencies of $0.3 million for the six months ended June 29, 2025. The Company’s effective tax rate differs from its statutory rate based on a variety of factors, including overall profitability, the geographical mix of income taxes, and the related tax rates in the jurisdictions in which it operates.

The Company provides a valuation allowance against deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The assessment considers all available positive and negative evidence and is measured quarterly. The Company maintains a valuation allowance against certain state deferred tax assets where sufficient negative evidence exists to require a valuation allowance. During the six months ended June 28, 2026 and June 29, 2025, the Company recordedno material increases or decreases to the valuation allowance against deferred tax assets.

Tax Equity Investments:

In November 2025 and 2024, the Company entered into agreements to become a limited partner in a tax-advantaged limited partnership investing in approved qualified renewable energy projects. The Company’s tax equity investments qualified for application of the proportional amortization method. During the years ended December 28, 2025 and December 29, 2024, the Company amortized the initial cost of the investments, inclusive of the delayed equity contributions, in proportion to the income tax credits and other income tax benefits that were allocated to the Company. As of June 28, 2026 and December 28, 2025, the carrying values of the tax equity investments were $3.0 million and $3.0 million, respectively, and were recorded in Other assets on the Consolidated Balance Sheets. There wasno impairment of the Company’s tax equity investments during the six months ended June 28, 2026 and June 29, 2025.

Note 11. Commitments and Contingencies

Environmental Liability

As part of the sale by LESCO, Inc. (“LESCO”) of its manufacturing assets in 2005, the Company retained the environmental liability associated with those assets. As part of the acquisition of a majority stake in the Company in December 2013 by CD&R Landscape Holdings, L.P. from Deere & Company (“Deere”), Deere agreed to pay the first $2.5 million of this liability and the Company’s exposure was capped at $2.4 million. In September 2025, the Company and Deere entered into agreements to settle and resolve the environmental liability arising from the LESCO sale. Under these agreements, a lump-sum settlement payment was made on September 30, 2025 to the purchaser of the LESCO manufacturing assets in exchange for a release of all related claims against both the Company and Deere, as well as the termination of certain indemnification obligations under the original LESCO sale agreement. The Company’s share of the settlement payment was $0.5 million.

As of June 28, 2026 and December 28, 2025, the Company hadno remaining environmental liability as the related indemnification asset was derecognized in September 2025.

Letters of Credit

As of June 28, 2026 and December 28, 2025, outstanding letters of credit were $32.9 million and $22.2 million, respectively. There wereno amounts drawn on the letters of credit for either period presented.

Note 12. Earnings (Loss) Per Share

The Company computes basic EPS by dividing Net income (loss) attributable to SiteOne by the weighted average number of common shares outstanding for the period. The Company includes vested RSUs, DSUs, and PSUs that have not been settled in common shares in the basic weighted average number of common shares calculation. The Company’s computation of diluted EPS reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock, which include in-the-money outstanding stock options and RSUs. PSUs are excluded from the calculation of potential dilutive common shares until the performance conditions have been achieved on the basis of the assumption that the end of the reporting period was the end of the contingency period, if such issuable shares are dilutive. Using the treasury stock method, the effect of dilutive securities includes the additional shares of common stock that would have been outstanding based on the assumption that these potentially dilutive securities had been issued. The treasury stock method assumes proceeds from the exercise price of stock options and the unamortized compensation expense of RSUs and stock options are used to repurchase common shares at the average market price during the period, thus reducing the dilutive effect. RSUs and stock options with assumed proceeds per unit above the Company’s average share price for the periods presented are excluded from the diluted EPS calculation because the effect is anti-dilutive.

The following table sets forth the computation of the weighted average number of diluted common shares outstanding for the three and six months ended June 28, 2026 and June 29, 2025:

Three Months EndedSix Months Ended
June 28, 2026June 29, 2025June 28, 2026June 29, 2025
Shares used in the computation of basic earnings per share44,150,16244,817,99744,368,37244,951,303
Effect of dilutive securities:
Stock options106,204246,441122,567264,358
RSUs and PSUs94,2239,34068,82714,892
DSUs12,26415,66313,31514,549
Shares used in the computation of diluted earnings per share44,362,85345,089,44144,573,08145,245,102

The diluted earnings per common share calculation for the three months ended June 28, 2026 and June 29, 2025 excluded the effect of 363,633 and 411,032 potential shares of common stock, respectively, because the assumed exercises of a portion of the Company’s employee stock options and RSUs were anti-dilutive. In addition, the diluted earnings per common share calculation for the six months ended June 28, 2026 and June 29, 2025 excluded the anti-dilutive effect of 353,983 and 406,932 potential shares of common stock, respectively.

Note 13. Segment Information

The Company operates asone operating segment. The Company’s consolidated results represent the results of itsone operating segment based on how the Company’s CODM, its Chairman and Chief Executive Officer, views the business for purposes of evaluating performance and making operating decisions.

The CODM reviews financial information on a consolidated basis and uses thesegment performance measure of consolidated Net income to assess financial performance of the Company and determine how to allocate resources of the Company as a whole. Consolidated Net income is used by the CODM to make key operating decisions, such as the determination of the rate at which the Company seeks to grow consolidated Net income and the allocation of budgets between the significant segment expenses within Cost of goods sold and Selling, general and administrative expenses. The CODM does not regularly review asset information and therefore, the Company does not report asset information beyond what is disclosed in the Consolidated Balance Sheets.

The following table presents selected financial information with respect to the Company’s single operating segment (in millions):

Three Months EndedSix Months Ended
June 28, 2026June 29, 2025June 28, 2026June 29, 2025
Net sales$1,530.7$1,461.6$2,470.8$2,401.0
Less:
Cost of goods sold:
Inventory costs, net of supplier incentives and discounts884.7860.41,443.01,436.6
Freight, handling, and distribution expenses(a)62.049.8105.285.1
Other Cost of goods sold(b)(c)19.520.039.338.1
Selling, general and administrative expenses:
Compensation expenses215.3203.1426.8407.9
Facility expenses65.361.4127.5121.1
Depreciation and amortization expenses34.333.667.867.3
Delivery expenses21.519.338.536.6
Other Selling, general and administrative expenses(d)34.331.760.059.4
Other income(3.8)(5.1)(9.0)(9.0)
Interest and other non-operating expenses, net10.010.318.017.7
Income tax expense48.345.038.535.6
Net income$139.3$132.1$115.2$104.6

(a) Includes depreciation and amortization expenses of $0.1 million and $0.3 million for the three and six months ended June 28, 2026 andzero for the three and six months ended June 29, 2025, respectively.

(b) Includes depreciation and amortization expenses of $1.8 million and $3.2 million for the three and six months ended June 28, 2026 and $1.7 million and $3.4 million for the three and six months ended June 29, 2025, respectively.

(c) Primarily includes inventory production, obsolescence, and customer program costs.

(d) Primarily includes professional and legal-related fees, credit card processing, information technology, marketing, and insurance expenses, partially offset by capitalization of overhead expenses.

Note 14. Subsequent Events

In July 2026, the Company repurchased 100,692 shares for approximately $10.0 million at an average price of $99.29 under a 10b5-1 plan that authorized the purchase of the Company’s common stock.

The following table summarizes activity under the share repurchase program for the 2026 Fiscal Year through July 29, 2026.

Amount Authorized (in millions)Total Number of Shares PurchasedAverage Price Paid Per ShareAmount Remaining(in millions)
$400.01,052,908$117.53$90.5
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