Form 8-K

8-K — GENERAC HOLDINGS INC.

Accession: 0001437749-26-013726

Filed: 2026-04-29

Period: 2026-04-29

CIK: 0001474735

SIC: 3621 (MOTORS & GENERATORS)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — gnrc20260428_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_952511.htm)

EX-99.2 — EXHIBIT 99.2 (ex_952512.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: gnrc20260428_8k.htm · Sequence: 1

gnrc20260428_8k.htm

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0001474735

2026-04-29

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): April 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 April 29, 2026, Generac Holdings Inc. (the “Company,” “we,” “us” or “our”) issued a press release (the “Press Release”) announcing its financial results for the first quarter ended March 31, 2026. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

The Company filed a Current Report on Form 8-K on March 25, 2026 (the “March 25 8-K”), regarding its plan to reorganize its two reportable segments, effective March 31, 2026 (the “Reorganization”). Prior to the Reorganization, the Company’s two reportable segments were: Domestic and International. As a result of the Reorganization, the Company’s two reportable segments will be: Residential and Commercial & Industrial. The March 25 8-K contains additional information regarding the Reorganization, including select unaudited recast financial information relating to the Reorganization for the previously reported twelve months ended December 31, 2025. The Company is furnishing, within Exhibit 99.2 of this Current Report, select unaudited recast financial information relating to the Reorganization for the previously reported quarters in fiscal 2025, as well as revised select unaudited recast financial information relating to the Reorganization for the twelve months ended December 31, 2025, which reflects further adjustments to the allocation of certain items between the two new reportable segments, as an update to the financial information furnished with the March 25, 2026 8-K.

The Reorganization and the financial information presented in Exhibit 99.2 hereto does not represent a restatement of previously issued financial statements.

The information contained in Item 2.02 and Item 7.01 of 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 and in Exhibit 99.2, 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 April 29, 2026.

99.2

The select recast unaudited financial information relating to the Reorganization for the twelve months ended December 31, 2025 and the quarters within fiscal 2025.

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: April 29, 2026

Title:

EVP, General Counsel & Secretary

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_952511.htm · Sequence: 2

ex_952511.htm

Exhibit 99.1

Generac Reports First Quarter 2026 Results

Data center market execution drives significant sales growth and improved operating leverage results in robust adjusted EBITDA margin expansion; strong first quarter results and C&I momentum support increased outlook

WAUKESHA, WISCONSIN (April 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 first quarter ended March 31, 2026, and provided an update on its outlook for the full year 2026.

First Quarter 2026 Highlights

●

Net sales increased 12% to $1.06 billion during the first quarter of 2026 as compared to $942 million in the prior year first quarter. Acquisitions, divestitures and foreign currency had a net favorable impact of 4% during the quarter.

Residential segment external net sales increased approximately 1% to $549 million as compared to $543 million in the prior year.

Commercial & Industrial (“C&I”) segment external net sales increased approximately 28% to $510 million as compared to $399 million in the prior year.

●

Net income attributable to the Company during the first quarter was $73 million, or $1.24 per share, as compared to $44 million, or $0.73 per share, for the same period of 2025.

●

Adjusted net income attributable to the Company, as defined in the accompanying reconciliation schedules, was $106 million, or $1.80 per share, as compared to $75 million, or $1.26 per share, in the first quarter of 2025.

●

Adjusted EBITDA before deducting for noncontrolling interests, as defined in the accompanying reconciliation schedules, was $193 million, or 18.3% of net sales, as compared to $150 million, or 15.9% of net sales, in the prior year.

●

Cash flow from operations was $119 million as compared to $58 million in the prior year. Free cash flow, as defined in the accompanying reconciliation schedules, was $90 million as compared to $27 million in the first quarter of 2025.

●

On January 5th, the Company completed the previously announced acquisition of Allmand, a leading manufacturer of mobile power equipment for C&I markets, headquartered in Holdrege, Nebraska.

●

On April 1st, the Company completed the previously announced acquisition of Enercon, a leading designer and manufacturer of generator enclosures and switchgear for C&I markets, headquartered in East Peoria, Illinois.

●

The Company is updating its full-year 2026 net sales growth guidance to be in the mid-to-high teens percent range as compared to the prior year, an increase from the previous guidance for growth in the mid-teens percent range. Adjusted EBITDA margin, before deducting for non-controlling interests, is now expected to be approximately 18.5 to 19.5%, an increase from the previous guidance range of 18.0 to 19.0%.

“Our first quarter results reflect significant growth in our C&I segment and strong adjusted EBITDA margin expansion as we continue to strategically create a more balanced business with improved scale,” said Aaron Jagdfeld, President and Chief Executive Officer. “We are continuing to build momentum in the large and rapidly growing data center end market as we are in the final stages of vendor approval with multiple hyperscale customers and have expanded our backlog for these products with both new and existing customers. Additionally, we completed the acquisition of Enercon earlier this month, which will increase our vertical integration and provide for further margin expansion in large megawatt backup power solutions. As a result of our growing backlog for data center customers, the Enercon acquisition, and our first quarter outperformance, we are increasing our sales and adjusted EBITDA margin outlook for 2026, which does not assume any incremental impact of a multi-year hyperscale agreement at this point in time.”

Additional First Quarter 2026 Consolidated Highlights

Gross profit margin was 38.7% as compared to 39.5% in the prior year first quarter. The decrease in gross margin was primarily driven by the higher mix of C&I sales, partially offset by favorable price/cost realization.

Operating expenses increased by $4.6 million, or 2%, as compared to the first quarter of 2025. The increase was primarily driven by higher intangible amortization.

Provision for income taxes for the current year quarter was $23.6 million, or an effective tax rate of 24.4%, as compared to $14.2 million, or a 24.3% effective tax rate, for the prior year.

Cash flow from operations was $119.3 million during the first quarter, as compared to $58.2 million in the prior year. Free cash flow, as defined in the accompanying reconciliation schedules, was $89.9 million as compared to $27.2 million in the first quarter of 2025. This strong increase in free cash flow during the quarter was primarily driven by higher operating earnings and a lower use of cash for working capital as compared to the prior year.

First Quarter Business Segment Results

See the Company’s 8-K filed today for additional quarterly segment financial information for fiscal 2025 that has been recast to align with the Company’s reorganization as announced at its Investor Day on March 25, 2026.

Residential Segment

Residential segment total sales increased approximately 1% to $552.2 million as compared to $548.7 million in the prior year. This sales increase was primarily driven by higher portable generator shipments, partially offset by a decline in energy storage system sales. Home standby generator sales were approximately flat as higher pricing in the current year was offset by lower volumes due to a strong prior year period that included the benefit from a substantial 2024 hurricane season.

Adjusted EBITDA for the segment was $138.6 million, or 25.1% of residential segment total sales, as compared to $111.6 million, or 20.3% of residential sales, in the prior year. This margin increase was primarily driven by operational efficiencies resulting in lower operating expenses and favorable price realization that more than offset higher input costs.

Commercial & Industrial Segment

Commercial & Industrial segment total sales increased approximately 28% to $510.1 million from $399.0 million in the prior year quarter, including an approximate 10% net favorable impact from the combination of acquisitions, divestitures, and foreign currency. The core total sales growth for the segment was primarily driven by revenue from products sold to global data center customers, increased shipments to our domestic industrial distributor and rental channels, and higher sales of our controls solutions to the global power generation market.

Adjusted EBITDA for the segment, before deducting for noncontrolling interests, was $66.5 million, or 13.0% of C&I total sales, as compared to $45.3 million, or 11.4% of total sales, in the prior year. This margin increase was primarily driven by improved price/cost realization, the accretive impact of the Allmand acquisition, and operating leverage on higher shipment volumes.

2026 Outlook

As a result of our growing backlog with data center customers, the acquisition of Enercon, and strong first quarter outperformance, the Company is increasing its outlook for net sales growth and adjusted EBITDA margin for full year 2026. Total net sales growth is now 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. This compares to the previous expectation for total net sales growth in the mid-teens percent range. C&I segment sales are now expected to grow in the mid-to-high 20% range during the year, an increase from the previous guidance of growth in the low-to-mid 20% range. Residential segment sales are still projected to increase in the 10% range from the prior year.

Additionally, the Company still expects net income margin, before deducting for non-controlling interests, to be approximately 8.0 to 9.0% for the full-year 2026. The corresponding adjusted EBITDA margin is now expected to be approximately 18.5 to 19.5%, as compared to the previous guidance of 18.0 to 19.0%. This updated guidance does not include the future favorable impact of any potential tariff recovery.

Conference Call and Webcast

Generac management will hold a conference call at 10:00 a.m. EDT on Wednesday, April 29, 2026 to discuss first quarter 2026 operating results. A webcast of the conference call can be accessed at the following link: https://edge.media-server.com/mmc/p/734quh73

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. Generac introduced the first affordable backup generator and later created the automatic home standby generator category. 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;

●

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)

March 31,

December 31,

2026

2025

Assets

Current assets:

Cash and cash equivalents

265,530

341,413

Accounts receivable, less allowance for credit losses of $33,283 and $34,504 as of March 31, 2026 and December 31, 2025, respectively

626,584

602,739

Inventories

1,251,793

1,248,867

Prepaid expenses and other current assets

305,061

269,459

Total current assets

2,448,968

2,462,478

Property and equipment, net

819,624

813,605

Customer lists, net

137,082

127,517

Patents and technology, net

330,136

338,308

Other intangible assets, net

7,796

10,011

Tradenames, net

213,664

199,430

Goodwill

1,486,807

1,467,094

Deferred income taxes

38,210

41,949

Operating lease and other assets

110,976

113,287

Total assets

5,593,263

5,573,679

Liabilities and stockholders’ equity

Current liabilities:

Short-term borrowings

43,950

50,618

Accounts payable

462,822

436,583

Accrued wages and employee benefits

55,571

69,850

Accrued product warranty

41,622

44,716

Other accrued liabilities

577,427

591,387

Current portion of long-term borrowings and finance lease obligations

26,390

22,192

Total current liabilities

1,207,782

1,215,346

Long-term borrowings and finance lease obligations

1,253,537

1,260,256

Deferred income taxes

56,786

60,913

Deferred revenue

236,504

232,921

Operating lease and other long-term liabilities

163,354

165,197

Total liabilities

2,917,963

2,934,633

Redeemable noncontrolling interest

602

742

Stockholders’ equity:

Common stock, par value $0.01, 500,000,000 shares authorized, 74,218,726 and 74,050,753 shares issued as of March 31, 2026 and December 31, 2025, respectively

742

741

Additional paid-in capital

1,195,494

1,187,419

Treasury stock, at cost, 15,464,527, and 15,373,990 shares at March 31, 2026 and December 31, 2025, respectively

(1,378,708

)

(1,358,053

)

Excess purchase price over predecessor basis

(202,116

)

(202,116

)

Retained earnings

3,076,810

3,003,557

Accumulated other comprehensive (loss) income

(17,530

)

874

Stockholders’ equity attributable to Generac Holdings Inc.

2,674,692

2,632,422

Noncontrolling interests

5,882

Total stockholders’ equity

2,674,698

2,638,304

Total liabilities and stockholders’ equity

5,593,263

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 March 31,

2026

2025

Net sales

1,059,365

942,121

Costs of goods sold

649,129

570,135

Gross profit

410,236

371,986

Operating expenses:

Selling and service

123,624

126,065

Research and development

62,656

62,048

General and administrative

76,285

74,746

Amortization of intangibles

30,380

25,489

Total operating expenses

292,945

288,348

Income from operations

117,291

83,638

Other (expense) income:

Interest expense

(15,376

)

(17,110

)

Investment income

1,683

2,225

Change in fair value of investments

(1,374

)

(9,947

)

Other, net

(5,465

)

(292

)

Total other expense, net

(20,532

)

(25,124

)

Income before provision for income taxes

96,759

58,514

Provision for income taxes

23,647

14,236

Net income

73,112

44,278

Net (loss) income attributable to noncontrolling interests

(141

)

438

Net income attributable to Generac Holdings Inc.

73,253

43,840

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

1.25

0.74

Weighted average common shares outstanding - basic:

58,412,205

59,062,534

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

1.24

0.73

Weighted average common shares outstanding - diluted:

59,233,144

59,747,589

Generac Holdings Inc.

Condensed Consolidated Statements of Cash Flows

(U.S. Dollars in Thousands)

(Unaudited)

Three Months Ended March 31,

2026

2025

Operating activities

Net income

73,112

44,278

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

Depreciation and finance lease amortization

25,594

20,652

Amortization of intangible assets

30,380

25,489

Amortization of deferred financing costs and original issue discount

535

636

Change in fair value of investments

1,374

9,947

Deferred income tax expense (benefit)

3,745

(4,182

)

Share-based compensation expense

13,442

11,608

Loss on disposal of assets

218

303

Loss attributable to business dispositions

4,782

Other noncash charges

552

626

Excess tax benefits from equity awards

(2,789

)

(164

)

Net changes in operating assets and liabilities:

Accounts receivable

(15,103

)

48,350

Inventories

13,930

(57,203

)

Other assets

(44,151

)

2,145

Accounts payable

40,085

(33,007

)

Accrued wages and employee benefits

(13,704

)

(31,554

)

Other accrued liabilities

(12,717

)

20,228

Net cash provided by operating activities

119,285

58,152

Investing activities

Proceeds from sale of property and equipment

Purchase of long-term investments

(2,656

)

Expenditures for property and equipment

(29,397

)

(30,937

)

Acquisition of business, net of cash acquired

(122,828

)

Other investing activities

(1,525

)

Net cash used in investing activities

(153,750

)

(33,539

)

Financing activities

Proceeds from short-term borrowings

14,079

19,236

Proceeds from long-term borrowings

243

943

Repayments of short-term borrowings

(21,035

)

(19,985

)

Repayments of long-term borrowings and finance lease obligations

(6,190

)

(14,450

)

Stock repurchases

(97,454

)

Payment of deferred acquisition consideration

(1,130

)

Taxes paid related to equity awards

(34,594

)

(8,601

)

Proceeds from the exercise of stock options

7,245

592

Net cash used in financing activities

(41,382

)

(119,719

)

Effect of exchange rate changes on cash and cash equivalents

(36

)

1,293

Net decrease in cash and cash equivalents

(75,883

)

(93,813

)

Cash and cash equivalents at beginning of period

341,413

281,277

Cash and cash equivalents at end of period

265,530

187,464

Generac Holdings Inc.

Segment Reporting Information

(U.S. Dollars in Thousands)

(Unaudited)

Total Sales by Reportable Segment

Three Months Ended March 31, 2026

Three Months Ended March 31, 2025

External Net Sales

Intersegment Sales

Total Sales

External Net Sales

Intersegment Sales

Total Sales

Residential

549,316

2,867

552,183

543,115

5,548

548,663

Commercial & Industrial

510,049

510,098

399,006

Corporate and eliminations

(2,916

)

(2,916

)

(5,548

)

(5,548

)

Total net sales

1,059,365

942,121

Adjusted EBITDA by Reportable Segment

Three Months Ended March 31,

2026

2025

Residential

138,585

111,589

Commercial & Industrial

66,532

45,346

Corporate and eliminations

(11,636

)

(7,389

)

Total adjusted EBITDA (1)

193,481

149,546

(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 March 31,

2026

2025

Net income attributable to Generac Holdings Inc.

73,253

43,840

Net (loss) income attributable to noncontrolling interests

(141

)

438

Net income

73,112

44,278

Interest expense

15,376

17,110

Depreciation and amortization

55,974

46,141

Provision for income taxes

23,647

14,236

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

(1,443

)

(13

)

Non-cash share-based compensation expense (2)

13,442

11,608

Transaction costs and credit facility fees (3)

2,710

760

Business optimization and other charges (4)

1,153

1,575

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

3,206

3,751

Change in fair value of investments (6)

1,374

9,947

Other (8)

4,930

153

Adjusted EBITDA

193,481

149,546

Adjusted EBITDA attributable to noncontrolling interests

(146

)

632

Adjusted EBITDA attributable to Generac Holdings Inc.

193,627

148,914

Net income to Adjusted net income reconciliation

Three Months Ended March 31,

2026

2025

Net income attributable to Generac Holdings Inc.

73,253

43,840

Net (loss) income attributable to noncontrolling interests

(141

)

438

Net income

73,112

44,278

Amortization of intangible assets

30,380

25,489

Amortization of deferred financing costs and original issue discount

535

636

Transaction costs and other purchase accounting adjustments (7)

2,548

107

Loss attributable to business or asset dispositions (8)

4,782

390

Business optimization and other charges (4)

1,153

1,575

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

3,206

3,751

Change in fair value of investments (6)

1,374

9,947

Tax effect of add backs

(10,885

)

(10,369

)

Adjusted net income

106,205

75,804

Adjusted net income attributable to noncontrolling interests

(141

)

438

Adjusted net income attributable to Generac Holdings Inc.

106,346

75,366

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

1.80

1.26

Weighted average common shares outstanding - diluted:

59,233,144

59,747,589

(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 litigation, regulatory, and other matters that are not indicative of our ongoing operations:

Three Months Ended March 31,

2026

2025

Legal expenses, judgements and settlements related to certain patent lawsuits

2,447

1,492

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

1,026

1,343

Legal expenses related to certain government inquiries and other significant matters

862

916

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

(1,129

)

Total provision for legal, regulatory and clean energy product charges

3,206

3,751

(6) Represents non-cash 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 loss relates primarily to two immaterial business dispositions that closed in the first quarter of 2026.

Free Cash Flow Reconciliation

Three Months Ended March 31,

2026

2025

Net cash provided by operating activities

119,285

58,152

Expenditures for property and equipment

(29,397

)

(30,937

)

Free cash flow

89,888

27,215

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: ex_952512.htm · Sequence: 3

HTML Editor

Exhibit 99.2

(U.S. Dollars in Thousands)

Three Months Ended

Twelve Months Ended (*)

March 31, 2025

June 30, 2025

September 30, 2025

December 31, 2025

Net Sales:

Residential

548,663

634,718

684,957

624,800

2,493,138

Commercial & Industrial

399,006

430,575

432,432

468,907

1,730,920

Segment Total

947,669

1,065,293

1,117,389

1,093,707

4,224,058

Corporate and Eliminations

(5,548

)

(4,124

)

(3,036

)

(2,203

)

(14,911

)

Net Sales

942,121

1,061,169

1,114,353

1,091,504

4,209,147

Cost of Goods Sold:

Residential

289,902

335,113

368,633

346,391

1,340,039

Commercial & Industrial

285,781

313,431

321,834

351,236

1,272,282

Segment Total

575,683

648,544

690,467

697,627

2,612,321

Corporate and Eliminations

(5,548

)

(4,124

)

(3,036

)

(2,203

)

(14,911

)

Cost of Goods Sold

570,135

644,420

687,431

695,424

2,597,410

Operating Expenses:

Residential

185,228

197,990

207,794

290,698

881,710

Commercial & Industrial

90,373

89,226

97,229

100,478

377,306

Segment Total

275,601

287,216

305,023

391,176

1,259,016

Corporate and Eliminations

12,747

17,744

18,820

14,219

63,530

Operating Expenses

288,348

304,960

323,843

405,395

1,322,546

Other Segment Items:

Residential

(38,056

)

(44,809

)

(51,646

)

(152,781

)

(287,292

)

Commercial & Industrial

(22,494

)

(25,424

)

(30,398

)

(37,641

)

(115,957

)

Segment Total

(60,550

)

(70,233

)

(82,044

)

(190,422

)

(403,249

)

Corporate and Eliminations

(5,358

)

(5,607

)

(8,092

)

(4,045

)

(23,102

)

Other Segment Items (1)

(65,908

)

(75,840

)

(90,136

)

(194,467

)

(426,351

)

Adjusted EBITDA:

Residential

111,589

146,424

160,176

140,492

558,681

Commercial & Industrial

45,346

53,342

43,767

54,834

197,289

Segment Total

156,935

199,766

203,943

195,326

755,970

Corporate and Eliminations

(7,389

)

(12,137

)

(10,728

)

(10,174

)

(40,428

)

Adjusted EBITDA

149,546

187,629

193,215

185,152

715,542

Adjusted EBITDA to income before provision for income taxes reconciliation:

Interest expense

(17,110

)

(18,242

)

(18,461

)

(16,884

)

(70,697

)

Depreciation and amortization

(46,141

)

(48,321

)

(49,211

)

(51,162

)

(194,835

)

Non-cash write-down and other adjustments (2)

(2,155

)

(2,831

)

(1,663

)

(6,636

)

Non-cash share-based compensation expense (3)

(11,608

)

(14,752

)

(12,751

)

(10,836

)

(49,947

)

Transaction costs and credit facility fees (4)

(760

)

(1,004

)

(827

)

(1,385

)

(3,976

)

Business optimization and other charges (5)

(1,575

)

(3,442

)

(368

)

(1,916

)

(7,301

)

Provision for legal, regulatory, and other costs (6)

(3,751

)

(4,911

)

(23,208

)

(126,111

)

(157,981

)

Change in fair value of investments (7)

(9,947

)

(1,524

)

(5,667

)

(3,472

)

(20,610

)

Loss on refinancing of debt (8)

(1,225

)

(1,225

)

Other (9)

(153

)

(3,426

)

(328

)

633

(3,274

)

Income before provision for income taxes

58,514

89,852

78,338

(27,644

)

199,060

(*) The Company has updated certain amounts for the twelve months ended December 31, 2025 compared to the 8-K filed on March 25, 2026.

(1) Other segment items primarily represent adjustments for depreciation and amortization and the following items defined below: Non-cash write-down and other adjustments; Non-cash shared-based compensation expense; Transaction costs and credit facility fees; Business optimization and other charges; Provision for legal, regulatory, and other costs.

(2) 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.

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

(4) 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.

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

(6) Represents litigtaion, regulatory and other matters that are not indicative of our ongoing operations.

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

(8) The loss represents the 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.

(9) The pre-tax loss in the second quarter of 2025 relates primarily to the sale of our immaterial Tank Utility business.

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Entity, Address, State or Province

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