Form 8-K

8-K — GENERAC HOLDINGS INC.

Accession: 0001437749-26-024731

Filed: 2026-07-29

Period: 2026-07-29

CIK: 0001474735

SIC: 3621 (MOTORS & GENERATORS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — gnrc20260728_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_994826.htm)

GRAPHIC (sig01.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: gnrc20260728_8k.htm · Sequence: 1

gnrc20260728_8k.htm

false

0001474735

2026-07-29

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): July 29, 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 July 29, 2026, Generac Holdings Inc. (the “Company,” “we,” “us” or “our”) issued a press release (the “Press Release”) announcing its financial results for the second quarter ended June 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 July 29, 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: July 29, 2026

Title:

EVP, General Counsel & Secretary

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_994826.htm · Sequence: 2

ex_994826.htm

Exhibit 99.1

Generac Reports Second Quarter 2026 Results

Further C&I segment acceleration drives robust sales increase and operating leverage during the quarter; Rapidly increasing data center backlog provides visibility to significant 2027 growth

WAUKESHA, WISCONSIN (July 29, 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 second quarter ended June 30, 2026, and provided an update on its outlook for the full year 2026.

Second Quarter 2026 Highlights

●

Net sales increased 11% to $1.17 billion during the second quarter of 2026 as compared to $1.06 billion in the prior year second quarter. Acquisitions, divestitures and foreign currency had a net favorable impact of 2% to sales growth during the quarter.

Commercial & Industrial (“C&I”) segment external net sales increased approximately 29% to $556 million as compared to $431 million in the prior year.

Residential segment external net sales decreased approximately 2% to $617 million as compared to $631 million in the prior year.

●

Net income attributable to the Company during the second quarter was $143 million, or $2.40 per share, as compared to $74 million, or $1.25 per share, for the same period of 2025.

●

Adjusted net income attributable to the Company, as defined in the accompanying reconciliation schedules, was $174 million, or $2.91 per share, as compared to $97 million, or $1.65 per share, in the second quarter of 2025.

●

Adjusted EBITDA before deducting for noncontrolling interests, as defined in the accompanying reconciliation schedules, was $291 million, or 24.8% of net sales, as compared to $188 million, or 17.7% of net sales, in the prior year.

●

Net income, adjusted net income, and adjusted EBITDA all include a pre-tax impact of approximately $71 million related to tariff refunds that were recorded during the current year quarter.

●

Cash flow from operations was $121 million as compared to $72 million in the prior year. Free cash flow, as defined in the accompanying reconciliation schedules, was $63 million as compared to $14 million in the second quarter of 2025.

●

As previously disclosed during the quarter, the Company signed a global supply agreement with a leading hyperscale data center operator to supply backup power generators for the company's data center infrastructure. In addition, product specific terms related to this agreement were recently finalized, which committed nearly $700 million of volume for 2027.

●

On June 24th, the Company secured a global supply agreement with a second hyperscale customer and is currently negotiating final product specific terms for 2027 and 2028 volumes.

●

During the quarter, the Company completed the previously disclosed acquisition of Enercon, headquartered in East Peoria, Illinois, and acquired an additional facility in Belvidere, Illinois, significantly expanding capacity for large megawatt generator packaging.

●

The Company is maintaining its full-year 2026 net sales growth guidance of mid-to-high teens percent range as compared to the prior year. Adjusted EBITDA margin, before deducting for non-controlling interests, is now expected to be approximately 20.0 to 21.0%, reflecting an approximate 1.5% impact from tariff refunds for the full year 2026. This is an increase from the previous guidance range of 18.5 to 19.5%.

“Second quarter results reflect continued momentum in our C&I segment driven by strong data center market revenue as we continue to ramp production for large megawatt backup generators,” said Aaron Jagdfeld, President and Chief Executive Officer. “We continued to solidify our position as a leading provider to the data center market by securing a global supply agreement with a second hyperscale customer during the quarter. In addition, we increased our backlog for both hyperscale and non-hyperscale customers as we have received approximately $1 billion in additional orders from both new and existing customers since our prior update. In total, our backlog for products serving the data center market has now increased to approximately $1.6 billion as of today, which does not include any committed volumes from the second hyperscale customer. To address this accelerating demand, we are investing aggressively in incremental production and packaging capacity for large megawatt generators and are planning to add further capacity as our pipeline of opportunities materializes.”

Additional Second Quarter 2026 Consolidated Highlights

Gross profit margin was 44.5% as compared to 39.3% in the prior year second quarter. The increase was primarily driven by tariff refunds which contributed approximately 6% to gross margin during the quarter. Additionally, unfavorable sales mix and higher input costs were partially offset by favorable price realization.

Operating expenses increased by $6.4 million, or 2%, as compared to the second quarter of 2025. The increase was primarily driven by increased operating expense investments to support future C&I growth and higher intangible amortization, partially offset by lower legal expenses in the current year.

Provision for income taxes for the current year quarter was $46.7 million, or an effective tax rate of 24.6%, as compared to $15.4 million, or a 17.2% effective tax rate, for the prior year. The increase in the effective tax rate was primarily related to a non-recurring favorable discrete item in the prior year period that did not repeat in the current year.

Cash flow from operations was $121.2 million during the second quarter, as compared to $72.2 million in the prior year. Free cash flow, as defined in the accompanying reconciliation schedules, was $62.9 million as compared to $14.5 million in the second quarter of 2025. This strong increase in free cash flow during the quarter was primarily driven by higher operating earnings, including cash receipts from tariff refunds.

Second Quarter Business Segment Results

Commercial & Industrial Segment

Commercial & Industrial segment total sales increased approximately 29% to $556.5 million from $430.6 million in the prior year quarter, including an approximate 6% 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, increased shipments to rental and telecom channel customers were more than offset by a decrease in shipments to the domestic industrial distributor channel.

Adjusted EBITDA for the segment, before deducting for noncontrolling interests, was $81.5 million, or 14.6% of C&I total sales, as compared to $53.3 million, or 12.4% of total sales, in the prior year. This margin increase was primarily driven by an impact from tariff refunds of approximately 2%, as well as the favorable impact of acquisitions/divestitures and improved operating leverage, offset by an unfavorable sales mix shift and strategic operating expense investments to support future growth.

Residential Segment

Residential segment total sales decreased approximately 2% to $621.3 million as compared to $634.7 million in the prior year quarter. This modest sales decrease was primarily driven by lower energy storage system and portable generator shipments compared to the prior year, mostly offset by growth in home standby generator sales.

Adjusted EBITDA for the segment was $215.4 million, or 34.7% of Residential segment total sales, as compared to $146.4 million, or 23.1% of Residential sales, in the prior year. This increase was primarily driven by tariff refunds which impacted margins by approximately 9%, as well as favorable sales mix and operational efficiencies resulting in lower operating expenses.

2026 Outlook

Total net sales growth is still expected to be in the mid-to-high teens percent range as compared to the prior year, which includes an approximate 2% favorable impact from the net effect of foreign currency, acquisitions, and divestitures. C&I segment sales are now expected to grow in the low 30% range during the year as a result of continued significant momentum in the data center market, and Residential segment sales are now projected to increase in the high-single digit range from the prior year.

Additionally, the Company now expects net income margin, before deducting for non-controlling interests, to be approximately 9.0 to 10.0% for the full-year 2026, as compared to the previous guidance of 8.0 to 9.0%. The corresponding adjusted EBITDA margin is now expected to be approximately 20.0 to 21.0%, as compared to the previous guidance of 18.5 to 19.5%. This increased outlook is primarily due to the tariff refund included in the second quarter, which is expected to have an approximate 1.5% impact for the full year 2026.

Conference Call and Webcast

Generac management will hold a conference call at 10:00 a.m. EDT on Wednesday, July 29, 2026 to discuss second quarter 2026 operating results. A webcast of the conference call can be accessed at the following link: https://edge.media-server.com/mmc/p/zrzjabf4

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 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

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)

June 30,

December 31,

2026

2025

Assets

Current assets:

Cash and cash equivalents

264,921

341,413

Accounts receivable, less allowance for credit losses of $33,767 and $34,504 as of June 30, 2026 and December 31, 2025, respectively

669,204

602,739

Inventories

1,238,871

1,248,867

Prepaid expenses and other current assets

260,381

269,459

Total current assets

2,433,377

2,462,478

Property and equipment, net

862,578

813,605

Customer lists, net

159,251

127,517

Patents and technology, net

313,682

338,308

Other intangible assets, net

7,375

10,011

Tradenames, net

221,107

199,430

Goodwill

1,651,751

1,467,094

Deferred income taxes

8,107

41,949

Operating lease and other assets

114,923

113,287

Total assets

5,772,151

5,573,679

Liabilities and stockholders’ equity

Current liabilities:

Short-term borrowings

48,318

50,618

Accounts payable

556,088

436,583

Accrued wages and employee benefits

62,360

69,850

Accrued product warranty

43,473

44,716

Other accrued liabilities

447,770

591,387

Current portion of long-term borrowings and finance lease obligations

32,052

22,192

Total current liabilities

1,190,061

1,215,346

Long-term borrowings and finance lease obligations

1,248,958

1,260,256

Deferred income taxes

54,270

60,913

Deferred revenue

227,820

232,921

Operating lease and other long-term liabilities

173,047

165,197

Total liabilities

2,894,156

2,934,633

Redeemable noncontrolling interest

367

742

Stockholders’ equity:

Common stock, par value $0.01, 500,000,000 shares authorized, 74,234,629 and 74,050,753 shares issued as of June 30, 2026 and December 31, 2025, respectively

742

741

Additional paid-in capital

1,211,335

1,187,419

Treasury stock, at cost, 15,228,990, and 15,373,990 shares at June 30, 2026 and December 31, 2025, respectively

(1,334,835

)

(1,358,053

)

Excess purchase price over predecessor basis

(202,116

)

(202,116

)

Retained earnings

3,220,054

3,003,557

Accumulated other comprehensive (loss) income

(17,557

)

874

Stockholders’ equity attributable to Generac Holdings Inc.

2,877,623

2,632,422

Noncontrolling interests

5,882

Total stockholders’ equity

2,877,628

2,638,304

Total liabilities and stockholders’ equity

5,772,151

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 June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Net sales

1,173,510

1,061,169

2,232,875

2,003,290

Costs of goods sold

651,699

644,420

1,300,828

1,214,555

Gross profit

521,811

416,749

932,047

788,735

Operating expenses:

Selling and service

141,627

139,495

265,251

265,560

Research and development

65,781

60,354

128,437

122,402

General and administrative

73,155

79,430

149,440

154,176

Amortization of intangibles

30,815

25,681

61,195

51,170

Total operating expenses

311,378

304,960

604,323

593,308

Income from operations

210,433

111,789

327,724

195,427

Other (expense) income:

Interest expense

(16,787

)

(18,242

)

(32,163

)

(35,352

)

Investment income

3,561

1,747

5,244

3,972

Change in fair value of investments

5,916

(1,524

)

4,542

(11,471

)

Loss attributable to business dispositions

(13,456

)

(3,905

)

(18,238

)

(3,905

)

Other, net

(13

)

(644

)

(305

)

Total other expense, net

(20,727

)

(21,937

)

(41,259

)

(47,061

)

Income before provision for income taxes

189,706

89,852

286,465

148,366

Provision for income taxes

46,696

15,422

70,343

29,658

Net income

143,010

74,430

216,122

118,708

Net (loss) income attributable to noncontrolling interests

(234

)

414

(375

)

852

Net income attributable to Generac Holdings Inc.

143,244

74,016

216,497

117,856

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

2.44

1.27

3.69

2.01

Weighted average common shares outstanding - basic:

58,822,634

58,496,998

58,615,919

58,771,818

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

2.40

1.25

3.64

1.98

Weighted average common shares outstanding - diluted:

59,635,447

59,017,823

59,436,379

59,385,907

Generac Holdings Inc.

Condensed Consolidated Statements of Cash Flows

(U.S. Dollars in Thousands)

(Unaudited)

Six Months Ended June 30,

2026

2025

Operating activities

Net income

216,122

118,708

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

Depreciation and finance lease amortization

53,189

43,292

Amortization of intangible assets

61,195

51,170

Amortization of deferred financing costs and original issue discount

1,081

1,278

Change in fair value of investments

(4,542

)

11,471

Deferred income tax expense (benefit)

26,447

(18,668

)

Share-based compensation expense

27,447

26,360

Loss on disposal of assets

211

602

Loss attributable to business dispositions

18,238

3,905

Other noncash charges

2,159

1,513

Excess tax benefits from equity awards

(3,447

)

Net changes in operating assets and liabilities:

Accounts receivable

(64,430

)

(485

)

Inventories

14,869

(199,279

)

Other assets

(105,336

)

7,990

Accounts payable

116,387

129,489

Accrued wages and employee benefits

(8,098

)

(28,297

)

Other accrued liabilities

(110,996

)

(18,798

)

Net cash provided by operating activities

240,496

130,341

Investing activities

Proceeds from sale of property and equipment

Purchase of long-term investments

(2,656

)

Expenditures for property and equipment

(87,687

)

(88,653

)

Acquisition of business, net of cash acquired

(211,820

)

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

23,654

(1,999

)

Net cash used in investing activities

(275,843

)

(93,308

)

Financing activities

Proceeds from short-term borrowings

22,736

21,860

Proceeds from long-term borrowings

82,538

92,585

Repayments of short-term borrowings

(25,571

)

(30,171

)

Repayments of long-term borrowings and finance lease obligations

(93,096

)

(29,032

)

Stock repurchases

(147,917

)

Payment of deferred acquisition consideration

(958

)

Cash dividends paid to noncontrolling interest of subsidiary

(293

)

Taxes paid related to equity awards

(36,702

)

(9,393

)

Proceeds from the exercise of stock options

10,275

1,043

Net cash used in financing activities

(40,778

)

(101,318

)

Effect of exchange rate changes on cash and cash equivalents

(367

)

6,539

Net decrease in cash and cash equivalents

(76,492

)

(57,746

)

Cash and cash equivalents at beginning of period

341,413

281,277

Cash and cash equivalents at end of period

264,921

223,531

Generac Holdings Inc.

Segment Reporting and Product Class Information

(U.S. Dollars in Thousands)

(Unaudited)

Total Sales by Reportable Segment

Three Months Ended June 30, 2026

Three Months Ended June 30, 2025

External Net Sales

Intersegment Sales

Total Sales

External Net Sales

Intersegment Sales

Total Sales

Residential

617,022

4,241

621,263

630,594

4,124

634,718

Commercial & Industrial

556,488

556,490

430,575

Corporate and eliminations

(4,243

)

(4,243

)

(4,124

)

(4,124

)

Total net sales

1,173,510

1,061,169

Total Sales by Reportable Segment

Six Months Ended June 30, 2026

Six Months Ended June 30, 2025

External Net Sales

Intersegment Sales

Total Sales

External Net Sales

Intersegment Sales

Total Sales

Residential

1,166,338

7,108

1,173,446

1,173,709

9,672

1,183,381

Commercial & Industrial

1,066,537

1,066,588

829,581

Corporate and eliminations

(7,159

)

(7,159

)

(9,672

)

(9,672

)

Total net sales

2,232,875

2,003,290

Adjusted EBITDA by Reportable

Segment

Adjusted EBITDA by Reportable

Segment

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Residential

215,389

146,424

353,974

258,013

Commercial & Industrial

81,484

53,342

148,016

98,688

Corporate and eliminations

(6,149

)

(12,137

)

(17,785

)

(19,526

)

Total adjusted EBITDA (1)

290,724

187,629

484,205

337,175

(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 June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Net income attributable to Generac Holdings Inc.

143,244

74,016

216,497

117,856

Net (loss) income attributable to noncontrolling interests

(234

)

414

(375

)

852

Net income

143,010

74,430

216,122

118,708

Interest expense

16,787

18,242

32,163

35,352

Depreciation and amortization

58,410

48,321

114,384

94,462

Provision for income taxes

46,696

15,422

70,343

29,658

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

2,515

2,155

1,072

2,142

Non-cash share-based compensation expense (2)

14,005

14,752

27,447

26,360

Transaction costs and credit facility fees (3)

1,115

1,004

3,825

1,764

Business optimization and other charges (4)

2,351

3,442

3,504

5,017

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

(951

)

4,911

2,255

8,662

Change in fair value of investments (6)

(5,916

)

1,524

(4,542

)

11,471

Other (8)

12,702

3,426

17,632

3,579

Adjusted EBITDA

290,724

187,629

484,205

337,175

Adjusted EBITDA attributable to noncontrolling interests

(237

)

612

(383

)

1,244

Adjusted EBITDA attributable to Generac Holdings Inc.

290,961

187,017

484,588

335,931

Net income to Adjusted net income reconciliation

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Net income attributable to Generac Holdings Inc.

143,244

74,016

216,497

117,856

Net income attributable to noncontrolling interests

(234

)

414

(375

)

852

Net income

143,010

74,430

216,122

118,708

Amortization of intangible assets

30,815

25,681

61,195

51,170

Amortization of deferred financing costs and original issue discount

546

642

1,081

1,278

Transaction costs and other purchase accounting adjustments (7)

712

345

3,260

452

Loss attributable to business or asset dispositions (8)

13,456

3,905

18,238

4,295

Business optimization and other charges (4)

2,351

3,442

3,504

5,017

Provision for legal, regulatory and other costs (5)

(951

)

4,911

2,255

8,662

Change in fair value of investments (6)

(5,916

)

1,524

(4,542

)

11,471

Tax effect of add backs

(10,150

)

(17,138

)

(21,035

)

(27,507

)

Adjusted net income

173,873

97,742

280,078

173,546

Adjusted net income attributable to noncontrolling interests

(234

)

414

(375

)

852

Adjusted net income attributable to Generac Holdings Inc.

173,639

97,328

279,703

172,694

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

2.91

1.65

4.71

2.91

Weighted average common shares outstanding - diluted:

59,635,447

59,017,823

59,436,379

59,385,907

(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 Amended Credit Agreement.

(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 June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Legal expenses, judgements and settlements related to certain patent lawsuits

(3,485

)

1,696

(1,038

)

3,188

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

1,262

2,540

2,288

3,883

Legal expenses related to certain government inquiries and other significant matters

1,272

675

2,134

1,591

Release of warranty provision recorded in 2022 to address clean energy warranty-related matters

(1,129

)

Total provision for legal, regulatory and other matters

(951

)

4,911

2,255

8,662

(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 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.

(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.

Free Cash Flow Reconciliation

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Net cash provided by operating activities

121,211

72,189

240,496

130,341

Expenditures for property and equipment

(58,290

)

(57,716

)

(87,687

)

(88,653

)

Free cash flow

62,921

14,473

152,809

41,688

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