Form 8-K

8-K — GENERAC HOLDINGS INC.

Accession: 0001437749-26-033685

Filed: 2026-10-28

Period: 2026-10-28

CIK: 0001474735

SIC: 3621 (MOTORS & GENERATORS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — gnrc20261027c_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_1032565.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

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0001474735

2026-10-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 28, 2026

Generac Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-34627

20-5654756

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

S45 W29290 Hwy 59

Waukesha, Wisconsin

53189

(Address of principal executive offices)

(Zip Code)

(262) 544-4811

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

GNRC

New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition

On October 28, 2026, Generac Holdings Inc. (the “Company,” “we,” “us” or “our”) issued a press release (the “Press Release”) announcing its financial results for the third quarter ended September 30, 2026. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Current Report on Form 8-K (including the exhibits) is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information contained in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Discussion of Non-GAAP Financial Measures

In the Press Release, we present certain financial information, specifically Adjusted EBITDA, Adjusted Net Income, Free Cash Flow, and Core Sales, which are not in accordance with generally accepted accounting principles (“U.S. GAAP”). We present Adjusted EBITDA, Adjusted Net Income, Free Cash Flow, and Core Sales in the Press Release because these metrics assist us in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Our management uses Adjusted EBITDA, Adjusted Net Income, Free Cash Flow, and Core Sales:

●

for planning purposes, including the preparation of our annual operating budget and developing and refining our internal projections for future periods;

●

to evaluate the effectiveness of our business strategies and as a supplemental tool in evaluating our performance against our budget for each period;

●

in communications with our board of directors and investors concerning our financial performance;

●

to evaluate prior acquisitions in relation to the existing business; and

●

to evaluate comparative net sales performance in prior and future periods.

We also use Adjusted EBITDA as a benchmark for the determination of the bonus component of compensation for our senior executives under our management incentive plans.

We believe that the disclosure of Adjusted EBITDA, Adjusted Net Income, Free Cash Flow, and Core Sales offers additional financial metrics which, when coupled with U.S. GAAP results and the reconciliation to U.S. GAAP results, provide a more complete understanding of our results of operations and the factors and trends affecting our business for securities analysts, investors and other interested parties in the evaluation of our company. We believe Adjusted EBITDA, Adjusted Net Income, Free Cash Flow, and Core Sales are useful to investors for the following reasons:

●

Adjusted EBITDA, Adjusted Net Income, Free Cash Flow, Core Sales, and similar non-GAAP measures are widely used by investors to measure a company’s operating performance without regard to items that can vary substantially from company to company depending upon financing and accounting methods, book values of assets, tax jurisdictions, capital structures and the methods by which assets were acquired; and

●

by comparing our Adjusted EBITDA, Adjusted Net Income, Free Cash Flow, and Core Sales in different historical periods, our investors can evaluate our operating performance excluding the impact of certain items.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.

Description

99.1

Press Release, dated October 28, 2026.

104

Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GENERAC HOLDINGS INC.

Name:

Raj Kanuru

Date: October 28, 2026

Title:

EVP, General Counsel & Secretary

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_1032565.htm · Sequence: 2

ex_1032565.htm

Exhibit 99.1

Generac Reports Third Quarter 2026 Results

Further momentum in the C&I segment drives significant backlog increase; Residential segment returns to strong growth in the quarter supported by lower power quality mega-trends

WAUKESHA, WISCONSIN (October 28, 2026) – Generac Holdings Inc. (NYSE: GNRC) (“Generac” or the “Company”), a leading global designer and manufacturer of energy technology solutions and other power products, today reported financial results for its third quarter ended September 30, 2026, and provided an update on its outlook for the full year 2026.

Third Quarter 2026 Highlights

●

Net sales increased 16% to a record $1.29 billion during the third quarter of 2026 as compared to $1.11 billion in the prior year third quarter. Acquisitions, divestitures and foreign currency had a net favorable impact of 1% to sales growth during the quarter.

Commercial & Industrial (“C&I”) segment external net sales increased approximately 28% to $552 million as compared to $432 million in the prior year.

Residential segment external net sales increased approximately 9% to $743 million as compared to $682 million in the prior year.

●

Net income attributable to the Company during the third quarter was $109 million, or $1.83 per share, as compared to $66 million, or $1.12 per share, for the same period of 2025.

●

Adjusted net income attributable to the Company, as defined in the accompanying reconciliation schedules, was $151 million, or $2.54 per share, as compared to $108 million, or $1.83 per share, in the third quarter of 2025.

●

Adjusted EBITDA before deducting for noncontrolling interests, as defined in the accompanying reconciliation schedules, was $256 million, or 19.8% of net sales, as compared to $193 million, or 17.3% of net sales, in the prior year.

●

Cash flow from operations was $171 million as compared to $118 million in the prior year. Free cash flow, as defined in the accompanying reconciliation schedules, was $132 million as compared to $96 million in the third quarter of 2025.

●

As previously disclosed during the quarter, the Company entered into an agreement with Amazon.com, Inc. that included the execution of a long-term supply agreement for backup power generators for Amazon data centers. Initial deliveries are expected to total a combined $2.4 billion in 2027 and 2028.

●

The Company is maintaining its full-year 2026 net sales growth guidance in the mid-to-high teens percent range as compared to the prior year. Full-year 2026 adjusted EBITDA margin, before deducting for non-controlling interests, is now expected to be approximately 20.5 to 21.0% as compared to the previous guidance range of 20.0 to 21.0%.

“I’m incredibly proud of our team’s efforts as our third quarter results reflect an all-time record for net sales as we continued to see tremendous momentum in our C&I segment during the third quarter with significant additional commitments from data center customers providing further confidence in our position as a leading provider to this large and rapidly growing market,” said Aaron Jagdfeld, President and Chief Executive Officer. “Following the recently announced agreement with Amazon, along with other wins from both new and existing customers, our backlog for products to be sold to the data center market has now grown to approximately $4.5 billion, and we continue to execute on our previously announced capacity expansion plans that will allow us to capture this generational growth opportunity.”

Jagdfeld continued, “Additionally, our Residential segment returned to strong year-over-year growth during the quarter as the mega-trends around lower power quality supported an impressive increase in shipments of home standby and portable generators relative to the prior year period.”

Additional Third Quarter 2026 Consolidated Highlights

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

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

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

Cash flow from operations was $171.0 million during the third quarter, as compared to $118.4 million in the prior year. Free cash flow, as defined in the accompanying reconciliation schedules, was $131.7 million as compared to $96.5 million in the third quarter of 2025. This strong increase was primarily driven by higher operating earnings, partially offset by increased capital expenditures.

Third Quarter Business Segment Results

Commercial & Industrial Segment

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

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

Residential Segment

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

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

2026 Outlook

The Company is maintaining its full-year 2026 net sales growth guidance in the mid-to-high teens percent range as compared to the prior year, including an approximate 2% favorable impact from the net effect of foreign currency, acquisitions, and divestitures.

Additionally, the Company is maintaining its guidance for net income margin, before deducting for non-controlling interests, of approximately 9.0 to 10.0% for the full-year 2026. The corresponding adjusted EBITDA margin guidance is now expected to be approximately 20.5 to 21.0% as compared to the previous guidance range of approximately 20.0 to 21.0%.

Conference Call and Webcast

Generac management will hold a conference call at 10:00 a.m. EDT on Wednesday, October 28, 2026 to discuss third quarter 2026 operating results. A webcast of the conference call can be accessed at the following link: https://edge.media-server.com/mmc/p/oci8r36p

The webcast of the conference call is also available on Generac's website (http://www.generac.com), accessed under the Investor Relations link. The webcast link will be made available on the Company’s website prior to the start of the call within the Events section of the Investor Relations website.

Following the live webcast, a replay will be available on the Company’s website for 12 months.

About Generac

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

Forward-looking Information

Certain statements contained in this news release, as well as other information provided from time to time by Generac Holdings Inc. or its employees, may contain forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Forward-looking statements give Generac's current expectations and projections relating to the Company's financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "anticipate," "estimate," "expect," "forecast," "project," "plan," "intend," "believe," "confident," "may," "should," "can have," "likely," "future," "optimistic" and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events.

Any such forward-looking statements are not guarantees of performance or results, and involve risks, uncertainties (some of which are beyond the Company's control) and assumptions. Although Generac believes any forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect Generac's actual financial results and cause them to differ materially from those anticipated in any forward- looking statements, including:

●

frequency and duration of power outages impacting demand for our products;

●

fluctuations in cost, availability, and quality of raw materials, key components and labor required to manufacture our products;

●

our dependence on a small number of contract manufacturers and component suppliers, including single-source suppliers;

●

changes and volatility with respect to the trade policies of various countries, which may result in new or increased tariffs, trade restrictions, or other unfavorable trade actions;

●

our ability to protect our intellectual property rights or successfully defend against third party infringement claims;

●

changes in durable goods spending by consumers and businesses or other global macroeconomic conditions, impacting demand for our products;

●

changes in governmental policies, particularly with respect to tax incentives, tax credits, or grant programs, which could: (i) affect the demand for certain of our products; or (ii) result in a withdrawal or reduction of grants previously awarded to the Company;

●

increase in product and other liability claims, warranty costs, recalls, or other claims;

●

significant legal proceedings, claims, fines, penalties, tax assessments, lawsuits or government investigations;

●

our ability to consummate our share repurchase programs;

●

our failure or inability to adapt to, or comply with, current or future changes in applicable laws, regulations, and product standards;

●

our ability to develop and enhance products and gain customer acceptance including our offerings that serve the data center and energy technology markets;

●

uncertainty regarding the growth of the data center market;

●

increase in contract risk related to terms with certain data center customers, including cancellation rights, delivery requirements, and potential liability exposure tied to our performance obligations or other claimed damages;

●

our ability to accurately forecast demand for our products and effectively manage inventory levels relative to such forecast;

●

our ability to remain competitive;

●

our dependence on our dealer and distribution network;

●

market reaction to changes in selling prices or mix of products;

●

loss of our key management and employees;

●

disruptions from labor disputes or organized labor activities;

●

our ability to attract and retain employees;

●

disruptions in our manufacturing operations;

●

the possibility that the expected synergies, efficiencies and cost savings of our acquisitions, divestitures, restructurings, or realignments will not be realized, or will not be realized within the expected time period;

●

risks related to sourcing components in foreign countries;

●

compliance with environmental, health and safety laws and regulations;

●

scrutiny regarding our sustainability practices;

●

government regulation of our products;

●

failures or security breaches of our networks, information technology systems, or connected products;

●

risks due to instability caused by geopolitical conflicts;

●

our ability to make payments on our indebtedness;

●

terms of our credit facilities that may restrict our operations;

●

our potential need for additional capital to finance our growth or refinancing our existing credit facilities;

●

risks of impairment of the value of our goodwill and other indefinite-lived assets;

●

volatility of our stock price; and

●

potential tax liabilities.

Should one or more of these risks or uncertainties materialize, Generac's actual results may vary in material respects from those projected in any forward-looking statements. A detailed discussion of these and other factors that may affect future results is contained in Generac's filings with the U.S. Securities and Exchange Commission ("SEC"), particularly in the Risk Factors section of the Annual Report on Form 10-K and in its periodic reports on Form 10-Q. Stockholders, potential investors and other readers should consider these factors carefully in evaluating the forward-looking statements.

Any forward-looking statement made by Generac in this press release speaks only as of the date on which it is made. Generac undertakes no obligation to update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

Non-GAAP Financial Metrics

Core Sales

The Company references core sales to further supplement Generac's consolidated financial statements presented in accordance with U.S. GAAP. Core sales excludes the impact of acquisitions, divestitures, and fluctuations in foreign currency translation. Management believes that core sales facilitates easier and more meaningful comparison of net sales performance with prior and future periods.

Adjusted EBITDA

To supplement Generac’s consolidated financial statements presented in accordance with U.S. GAAP, the Company provides the computation of Adjusted EBITDA attributable to the Company, which is defined as net income (loss) before noncontrolling interests adjusted for the following items: interest expense, depreciation expense, amortization of intangible assets, income tax expense (benefit), certain non-cash gains and losses including certain purchase accounting adjustments and contingent consideration adjustments, share-based compensation expense, certain transaction costs and credit facility fees, business optimization expenses, provision for certain legal and regulatory charges, certain specific provisions, mark-to-market gains and losses on a minority investment, and Adjusted EBITDA attributable to noncontrolling interests. The provision for legal and regulatory charges adjusts for matters that are significant and not part of the ordinary routine litigation or regulatory matters incidental to the Company’s business, such as large suits and settlements, class action lawsuits, government inquiries and certain intellectual property litigation. The adjustments to net income (loss) in computing Adjusted EBITDA are set forth in the reconciliation table below. The computation of Adjusted EBITDA is based primarily on the definition included in our Credit Agreement.

Adjusted Net Income

To further supplement Generac's consolidated financial statements presented in accordance with U.S. GAAP, the Company provides a summary to show the computation of adjusted net income attributable to the Company. Adjusted net income attributable to the Company is defined as net income (loss) before noncontrolling interests adjusted for the following items: amortization of intangible assets, amortization of deferred financing costs and original issue discount related to the Company's debt, intangible impairment charges, certain transaction costs and other purchase accounting adjustments, business optimization expenses, provision for certain legal and regulatory charges, certain specific provisions, mark-to-market gains and losses on a minority investment, other non-cash gains and losses, and adjusted net income attributable to non-controlling interests.

Free Cash Flow

In addition, the Company references free cash flow to further supplement Generac's consolidated financial statements presented in accordance with U.S. GAAP. Free cash flow is defined as net cash provided by operating activities, less expenditures for property and equipment, and is intended to be a measure of operational cash flow taking into account additional capital expenditure investment into the business.

The presentation of this additional information is not meant to be considered in isolation of, or as a substitute for, results prepared in accordance with U.S. GAAP. Please see the accompanying Reconciliation Schedules and our SEC filings for additional discussion of the basis for Generac's reporting of Non-GAAP financial measures, which includes why the Company believes these measures provide useful information to investors and the additional purposes for which management uses the non-GAAP financial information.

SOURCE: Generac Holdings Inc.

CONTACT:

Kris Rosemann

Senior Director – Corporate Finance & Investor Relations

(262) 506-6064

InvestorRelations@generac.com

Generac Holdings Inc.

Condensed Consolidated Balance Sheets

(U.S. Dollars in Thousands, Except Share and Per Share Data)

(Unaudited)

September 30,

December 31,

2026

2025

Assets

Current assets:

Cash and cash equivalents

393,671

341,413

Accounts receivable, less allowance for credit losses of $33,847 and $34,504 at September 30, 2026 and December 31, 2025, respectively

846,036

602,739

Inventories

1,292,713

1,248,867

Prepaid expenses and other current assets

263,674

269,459

Total current assets

2,796,094

2,462,478

Property and equipment, net

874,156

813,605

Customer lists, net

146,147

127,517

Patents and technology, net

304,465

338,308

Other intangible assets, net

3,923

10,011

Tradenames, net

218,747

199,430

Goodwill

1,648,970

1,467,094

Deferred income taxes

6,231

41,949

Operating lease and other assets

139,368

113,287

Total assets

6,138,101

5,573,679

Liabilities and stockholders’ equity

Current liabilities:

Short-term borrowings

53,134

50,618

Accounts payable

629,432

436,583

Accrued wages and employee benefits

82,068

69,850

Accrued product warranty

58,822

44,716

Other accrued liabilities

556,801

591,387

Current portion of long-term borrowings and finance lease obligations

36,744

22,192

Total current liabilities

1,417,001

1,215,346

Long-term borrowings and finance lease obligations

1,243,734

1,260,256

Deferred income taxes

50,426

60,913

Deferred revenue

238,359

232,921

Operating lease and other long-term liabilities

176,360

165,197

Total liabilities

3,125,880

2,934,633

Redeemable non-controlling interest

742

Stockholders’ equity:

Common stock, par value $0.01, 500,000,000 shares authorized, 74,231,735 and 74,050,753 shares issued at September 30, 2026 and December 31, 2025, respectively

742

741

Additional paid-in capital

1,245,109

1,187,419

Treasury stock, at cost, 15,243,377 and 15,373,990 shares at September 30, 2026 and December 31, 2025, respectively

(1,337,451

)

(1,358,053

)

Excess purchase price over predecessor basis

(202,116

)

(202,116

)

Retained earnings

3,329,278

3,003,557

Accumulated other comprehensive (loss) income

(23,441

)

874

Stockholders’ equity attributable to Generac Holdings Inc.

3,012,121

2,632,422

Noncontrolling interests

5,882

Total stockholders' equity

3,012,128

2,638,304

Total liabilities and stockholders’ equity

6,138,101

5,573,679

Generac Holdings Inc.

Condensed Consolidated Statements of Comprehensive Income

(U.S. Dollars in Thousands, Except Share and Per Share Data)

(Unaudited)

Three Months Ended September 30,

Nine Months Ended September 30,

2026

2025

2026

2025

Net sales

1,294,779

1,114,353

3,527,654

3,117,643

Costs of goods sold

778,738

687,431

2,079,566

1,901,986

Gross profit

516,041

426,922

1,448,088

1,215,657

Operating expenses:

Selling and service

174,874

145,104

440,125

410,664

Research and development

63,832

60,059

192,269

182,461

General and administrative

88,134

93,748

237,574

247,924

Amortization of intangibles

28,618

24,932

89,813

76,102

Total operating expenses

355,458

323,843

959,781

917,151

Income from operations

160,583

103,079

488,307

298,506

Other (expense) income:

Interest expense

(16,378

)

(18,461

)

(48,541

)

(53,813

)

Investment income

3,472

1,646

8,716

5,618

Change in fair value of investments

(3,021

)

(5,667

)

1,521

(17,138

)

Loss on refinancing of debt

(1,225

)

(1,225

)

Loss attributable to business dispositions

(485

)

(18,723

)

(3,905

)

Other, net

(1,024

)

(1,034

)

(1,668

)

(1,339

)

Total other expense, net

(17,436

)

(24,741

)

(58,695

)

(71,802

)

Income before provision for income taxes

143,147

78,338

429,612

226,704

Provision for income taxes

34,198

11,758

104,541

41,416

Net income

108,949

66,580

325,071

185,288

Net (loss) income attributable to noncontrolling interests

(275

)

419

(650

)

1,271

Net income attributable to Generac Holdings Inc.

109,224

66,161

325,721

184,017

Net income attributable to common shareholders per common share - basic:

1.86

1.14

5.55

3.14

Weighted average common shares outstanding - basic:

58,845,536

58,263,218

58,695,971

58,604,097

Net income attributable to common shareholders per common share - diluted:

1.83

1.12

5.48

3.10

Weighted average common shares outstanding - diluted:

59,562,737

59,122,849

59,487,353

59,314,618

Generac Holdings Inc.

Condensed Consolidated Statements of Cash Flows

(U.S. Dollars in Thousands)

(Unaudited)

Nine Months Ended September 30,

2026

2025

Operating activities

Net income

325,071

185,288

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and finance lease amortization

81,858

67,571

Amortization of intangible assets

89,813

76,102

Amortization of deferred financing costs and original issue discount

1,636

1,835

Change in fair value of investments

(1,521

)

17,138

Loss on refinancing of debt

1,225

Deferred income tax expense

25,012

32,416

Share-based compensation expense

40,489

39,111

Loss on disposal of assets

351

553

Loss attributable to business dispositions

18,723

3,905

Other noncash charges

3,394

2,445

Excess tax benefits from equity awards

(3,139

)

(476

)

Net changes in operating assets and liabilities:

Accounts receivable

(241,681

)

(31,989

)

Inventories

(40,249

)

(273,053

)

Other assets

(114,953

)

(53,138

)

Accounts payable

192,138

143,645

Accrued wages and employee benefits

11,695

(15,064

)

Other accrued liabilities

22,848

51,205

Net cash provided by operating activities

411,485

248,719

Investing activities

Proceeds from sale of property and equipment

Purchase of long-term investments

(425

)

(3,035

)

Proceeds from sale of long-term investment

2,598

Expenditures for property and equipment

(126,937

)

(110,534

)

Acquisition of businesses, net of cash acquired

(211,723

)

Proceeds (payments) from sale of businesses, net of cash disposed

23,654

(1,999

)

Net cash used in investing activities

(312,802

)

(115,533

)

Financing activities

Proceeds from short-term borrowings

33,913

30,860

Proceeds from long-term borrowings

84,387

134,715

Repayments of short-term borrowings

(31,998

)

(47,290

)

Repayments of long-term borrowings and finance lease obligations

(99,243

)

(75,742

)

Stock repurchases

(147,917

)

Payment of debt issuance costs

(5,275

)

Payment of contingent acquisition consideration

(2,700

)

(2,700

)

Payment of deferred acquisition consideration

(958

)

Contributions received from noncontrolling interest in subsidiary

979

Cash dividends paid to noncontrolling interest of subsidiary

(293

)

Taxes paid related to equity awards

(39,395

)

(12,864

)

Proceeds from the exercise of stock options

10,544

4,233

Net cash used in financing activities

(45,450

)

(121,294

)

Effect of foreign exchange rate changes on cash and cash equivalents

(975

)

6,840

Net increase in cash and cash equivalents

52,258

18,732

Cash and cash equivalents at beginning of period

341,413

281,277

Cash and cash equivalents at end of period

393,671

300,009

Generac Holdings Inc.

Segment Reporting and Product Class Information

(U.S. Dollars in Thousands)

(Unaudited)

Total Sales by Reportable Segment

Three Months Ended September 30, 2026

Three Months Ended September 30, 2025

External Net

Sales

Intersegment

Sales

Total Sales

External Net

Sales

Intersegment

Sales

Total Sales

Residential

742,655

1,443

744,098

681,972

2,985

684,957

Commercial & Industrial

552,124

865

552,989

432,381

432,432

Corporate and eliminations

(2,308

)

(2,308

)

(3,036

)

(3,036

)

Total net sales

1,294,779

1,114,353

Total Sales by Reportable Segment

Nine Months Ended September 30, 2026

Nine Months Ended September 30, 2025

External Net

Sales

Intersegment

Sales

Total Sales

External Net

Sales

Intersegment

Sales

Total Sales

Residential

1,908,993

8,551

1,917,544

1,855,681

12,657

1,868,338

Commercial & Industrial

1,618,661

916

1,619,577

1,261,962

1,262,013

Corporate and eliminations

(9,467

)

(9,467

)

(12,708

)

(12,708

)

Total net sales

3,527,654

3,117,643

Adjusted EBITDA by Reportable

Segment

Adjusted EBITDA by Reportable

Segment

Three Months Ended September 30,

Nine Months Ended September 30,

2026

2025

2026

2025

Residential

200,792

160,176

554,766

418,189

Commercial & Industrial

69,292

43,767

217,308

142,455

Corporate and eliminations

(13,867

)

(10,728

)

(31,652

)

(30,254

)

Total adjusted EBITDA (1)

256,217

193,215

740,422

530,390

(1)

See reconciliation of Adjusted EBITDA to Net income attributable to Generac Holdings Inc. on the following reconciliation schedule.

Generac Holdings Inc.

Reconciliation Schedules

(U.S. Dollars in Thousands, Except Share and Per Share Data)

(Unaudited)

Net income to Adjusted EBITDA reconciliation

Three Months Ended September 30,

Nine Months Ended September 30,

2026

2025

2026

2025

Net income attributable to Generac Holdings Inc.

109,224

66,161

325,721

184,017

Net (loss) income attributable to noncontrolling interests

(275

)

419

(650

)

1,271

Net income

108,949

66,580

325,071

185,288

Interest expense

16,378

18,461

48,541

53,813

Depreciation and amortization

57,287

49,211

171,671

143,673

Provision for income taxes

34,198

11,758

104,541

41,416

Non-cash write-down and other adjustments (1)

(761

)

2,831

311

4,973

Non-cash share-based compensation expense (2)

13,042

12,751

40,489

39,111

Transaction costs and credit facility fees (3)

2,649

827

6,474

2,591

Business optimization and other charges (4)

599

368

4,103

5,385

Provision for legal, regulatory, and other costs (5)

20,169

23,208

22,424

31,870

Change in fair value of investments (6)

3,021

5,667

(1,521

)

17,138

Loss on refinancing of debt (7)

1,225

Other (8)

686

328

18,318

3,907

Adjusted EBITDA

256,217

193,215

740,422

530,390

Adjusted EBITDA attributable to noncontrolling interests

(267

)

655

(650

)

1,899

Adjusted EBITDA attributable to Generac Holdings Inc.

256,484

192,560

741,072

528,491

Net income to Adjusted net income reconciliation

Three Months Ended September 30,

Nine Months Ended September 30,

2026

2025

2026

2025

Net income attributable to Generac Holdings Inc.

109,224

66,161

325,721

184,017

Net (loss) income attributable to noncontrolling interests

(275

)

419

(650

)

1,271

Net income

108,949

66,580

325,071

185,288

Amortization of intangible assets

28,618

24,932

89,813

76,102

Amortization of deferred financing costs and original issue discount

555

557

1,636

1,835

Transaction costs and other purchase accounting adjustments (9)

2,172

204

5,432

656

Loss attributable to business or asset dispositions (8)

485

18,723

4,295

Business optimization and other charges (4)

599

368

4,103

5,385

Provision for legal, regulatory and other costs (5)

20,169

23,208

22,424

31,870

Change in fair value of investments (6)

3,021

5,667

(1,521

)

17,138

Loss on refinancing of debt (7)

1,225

Tax effect of add backs

(13,766

)

(13,900

)

(34,801

)

(41,407

)

Adjusted net income

150,802

108,841

430,880

282,387

Adjusted net income (loss) attributable to noncontrolling interests

(275

)

419

(650

)

1,271

Adjusted net income attributable to Generac Holdings Inc.

151,077

108,422

431,530

281,116

Adjusted net income attributable to Generac Holdings Inc. per common share - diluted:

2.54

1.83

7.25

4.74

Weighted average common shares outstanding - diluted:

59,562,737

59,122,849

59,487,353

59,314,618

(1) Includes (gains)/losses on the disposition of assets other than in the ordinary course of business, (gains)/losses on sales of certain investments, unrealized mark-to-market adjustments on commodity contracts, certain foreign currency related adjustments, and certain purchase accounting and contingent consideration adjustments. A full description of these and the other reconciliation adjustments contained in these schedules is included in Generac's SEC filings.

(2) Represents share-based compensation expense to account for stock options, restricted stock, and other stock awards over their respective vesting periods.

(3) Represents transaction costs incurred directly in connection with any investment, as defined in our credit agreement, equity issuance or debt issuance or refinancing, together with certain fees relating to our senior secured credit facilities, such as administrative agent fees and credit facility commitment fees under our Credit Agreements.

(4) Represents severance and other restructuring charges related to the consolidation of certain operating facilities and organizational functions.

(5) Represents the following significant litigation, regulatory, and other matters that are not indicative of our ongoing operations:

Three Months Ended September 30,

Nine Months Ended September 30,

2026

2025

2026

2025

Legal expenses, judgements and settlements related to certain patent lawsuits

2,313

2,736

1,275

5,923

Legal expenses, judgements and settlements related to certain class action lawsuits

1,665

17,759

3,953

21,643

Legal expenses related to certain government inquiries and other significant matters

1,898

2,713

4,032

4,304

Clean energy warranty related matters

14,293

13,164

Total provision for legal, regulatory and other matters

20,169

23,208

22,424

31,870

(6) Represents non-cash (gains) losses primarily from changes in the fair value of the Company's investment in Wallbox N.V. warrants and equity securities.

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

(8) The current year loss relates primarily to four immaterial business dispositions with two closing in the first quarter and two closing in the second quarter of 2026. The prior year loss relates primarily to one immaterial business disposition that closed in the second quarter of 2025.

(9) Represents transaction costs incurred directly in connection with any investment, as defined in our credit agreement, equity issuance or debt issuance or refinancing, and certain purchase accounting and contingent consideration adjustments.

Free Cash Flow Reconciliation

Three Months Ended September 30,

Nine Months Ended September 30,

2026

2025

2026

2025

Net cash provided by operating activities

170,989

118,378

411,485

248,719

Expenditures for property and equipment

(39,250

)

(21,881

)

(126,937

)

(110,534

)

Free cash flow

131,739

96,497

284,548

138,185

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