Generac Holdings Inc 10-Q for FY2026 Q3
Generac Holdings Inc. (GNRC)
About this 10-Q
Generac Holdings Inc filed this 10-Q on November 3, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.29B
- up 16.2% from $1.11B a year earlier
- Net income
- $109.22M
- up 65.1% from net income of $66.16M a year earlier
- Diluted EPS
- $1.83
- up 63.4% from $1.12 a year earlier
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the quarterly period ended | |
| OR | |
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from to | |
Commission File Number
GENERAC HOLDINGS INC.
(Exact name of registrant as specified in its charter)
| | |
| (State or other jurisdiction of | (IRS Employer |
| incorporation or organization) | Identification No.) |
| | |
| (Address of principal executive offices) | (Zip Code) |
(
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| | | |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | Accelerated filer ☐ |
| Non-accelerated filer ☐ | Smaller reporting company |
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of October 30, 2026, there were
TABLE OF CONTENTS
Item 1. Financial Statements
| 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 | $ | $ | ||||||
| Accounts receivable, less allowance for credit losses of $ and $ at September 30, 2026 and December 31, 2025, respectively | ||||||||
| Inventories | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Customer lists, net | ||||||||
| Patents and technology, net | ||||||||
| Other intangible assets, net | ||||||||
| Tradenames, net | ||||||||
| Goodwill | ||||||||
| Deferred income taxes | ||||||||
| Operating lease and other assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and stockholders’ equity | ||||||||
| Current liabilities: | ||||||||
| Short-term borrowings | $ | $ | ||||||
| Accounts payable | ||||||||
| Accrued wages and employee benefits | ||||||||
| Accrued product warranty | ||||||||
| Other accrued liabilities | ||||||||
| Current portion of long-term borrowings and finance lease obligations | ||||||||
| Total current liabilities | ||||||||
| Long-term borrowings and finance lease obligations | ||||||||
| Deferred income taxes | ||||||||
| Deferred revenue | ||||||||
| Operating lease and other long-term liabilities | ||||||||
| Total liabilities | ||||||||
| Redeemable non-controlling interest | ||||||||
| Stockholders’ equity: | ||||||||
| Common stock, par value $, shares authorized, and shares issued at September 30, 2026 and December 31, 2025, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Treasury stock, at cost, and shares at September 30, 2026 and December 31, 2025, respectively | ( | ) | ( | ) | ||||
| Excess purchase price over predecessor basis | ( | ) | ( | ) | ||||
| Retained earnings | ||||||||
| Accumulated other comprehensive (loss) income | ( | ) | ||||||
| Stockholders’ equity attributable to Generac Holdings Inc. | ||||||||
| Noncontrolling interests | ||||||||
| Total stockholders' equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
| See notes to condensed consolidated financial statements. |
| 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 | $ | $ | $ | $ | ||||||||||||
| Costs of goods sold | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| Selling and service | ||||||||||||||||
| Research and development | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Amortization of intangibles | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Income from operations | ||||||||||||||||
| Other (expense) income: | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Investment income | ||||||||||||||||
| Change in fair value of investments | ( | ) | ( | ) | ( | ) | ||||||||||
| Loss on refinancing of debt | ( | ) | ( | ) | ||||||||||||
| Loss attributable to business dispositions | ( | ) | ( | ) | ( | ) | ||||||||||
| Other, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total other expense, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income before provision for income taxes | ||||||||||||||||
| Provision for income taxes | ||||||||||||||||
| Net income | ||||||||||||||||
| Net (loss) income attributable to noncontrolling interests | ( | ) | ( | ) | ||||||||||||
| Net income attributable to Generac Holdings Inc. | $ | $ | $ | $ | ||||||||||||
| Net income attributable to Generac Holdings Inc. per common share - basic: | $ | $ | $ | $ | ||||||||||||
| Weighted average common shares outstanding - basic: | ||||||||||||||||
| Net income attributable to Generac Holdings Inc. per common share - diluted: | $ | $ | $ | $ | ||||||||||||
| Weighted average common shares outstanding - diluted: | ||||||||||||||||
| Comprehensive income attributable to Generac Holdings Inc. | $ | $ | $ | $ | ||||||||||||
| See notes to condensed consolidated financial statements. |
| Condensed Consolidated Statements of Stockholders' Equity |
| (U.S. Dollars in Thousands, Except Share Data) |
| (Unaudited) |
| Generac Holdings Inc. | ||||||||||||||||||||||||||||||||||||||||||||
| Excess Purchase Price | Accumulated | |||||||||||||||||||||||||||||||||||||||||||
| Additional | Over | Other | Total | |||||||||||||||||||||||||||||||||||||||||
| Common Stock | Paid-In | Treasury Stock | Predecessor | Retained | Comprehensive | Stockholders' | Noncontrolling | |||||||||||||||||||||||||||||||||||||
| Shares | Amount | Capital | Shares | Amount | Basis | Earnings | Income (Loss) | Equity | Interests | Total | ||||||||||||||||||||||||||||||||||
| Balance at July 1, 2026 | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||||||
| Unrealized loss on interest rate swaps, net of tax benefit of $ | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Common stock issued under equity incentive plans, net of forfeitures and shares withheld for employee taxes and strike price | ( | ) | – | |||||||||||||||||||||||||||||||||||||||||
| Payment of acquisition contingent consideration | – | |||||||||||||||||||||||||||||||||||||||||||
| Net share settlement of restricted stock awards | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||||||||||||||||||||||||||
| Customer Warrants | ||||||||||||||||||||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||||||
| Generac Holdings Inc. | ||||||||||||||||||||||||||||||||||||||||||||
| Excess Purchase Price | Accumulated | |||||||||||||||||||||||||||||||||||||||||||
| Additional | Over | Other | Total | |||||||||||||||||||||||||||||||||||||||||
| Common Stock | Paid-In | Treasury Stock | Predecessor | Retained | Comprehensive | Stockholders' | Noncontrolling | |||||||||||||||||||||||||||||||||||||
| Shares | Amount | Capital | Shares | Amount | Basis | Earnings | Income (Loss) | Equity | Interests | Total | ||||||||||||||||||||||||||||||||||
| Balance at July 1, 2025 | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Unrealized loss on interest rate swaps, net of tax benefit of $ | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Common stock issued under equity incentive plans, net of forfeitures and shares withheld for employee taxes and strike price | ||||||||||||||||||||||||||||||||||||||||||||
| Net share settlement of restricted stock awards | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||||||
| Generac Holdings Inc. | ||||||||||||||||||||||||||||||||||||||||||||
| Excess Purchase Price | Accumulated | |||||||||||||||||||||||||||||||||||||||||||
| Additional | Over | Other | Total | |||||||||||||||||||||||||||||||||||||||||
| Common Stock | Paid-In | Treasury Stock | Predecessor | Retained | Comprehensive | Stockholders' | Noncontrolling | |||||||||||||||||||||||||||||||||||||
| Shares | Amount | Capital | Shares | Amount | Basis | Earnings | Income (Loss) | Equity | Interest | Total | ||||||||||||||||||||||||||||||||||
| Balance at January 1, 2026 | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Unrealized loss on interest rate swaps, net of tax benefit of $ | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Common stock issued under equity incentive plans, net of forfeitures and shares withheld for employee taxes and strike price | 1 | ( | ) | (8,417 | ) | – | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Payment of acquisition contingent consideration | – | |||||||||||||||||||||||||||||||||||||||||||
| Net share settlement of restricted stock awards | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Disposal of business with non-controlling interest | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Treasury stock issued for business combination | ||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||||||||||||||||||||||||||
| Customer Warrants | ||||||||||||||||||||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||||||
| Generac Holdings Inc. | ||||||||||||||||||||||||||||||||||||||||||||
| Excess Purchase Price | Accumulated | |||||||||||||||||||||||||||||||||||||||||||
| Additional | Over | Other | Total | |||||||||||||||||||||||||||||||||||||||||
| Common Stock | Paid-In | Treasury Stock | Predecessor | Retained | Comprehensive | Stockholders' | Noncontrolling | |||||||||||||||||||||||||||||||||||||
| Shares | Amount | Capital | Shares | Amount | Basis | Earnings | Income (Loss) | Equity | Interest | Total | ||||||||||||||||||||||||||||||||||
| Balance at January 1, 2025 | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||||||
| Unrealized loss on interest rate swaps, net of tax benefit of $ | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | ||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued under equity incentive plans, net of forfeitures and shares withheld for employee taxes and strike price | 3 | |||||||||||||||||||||||||||||||||||||||||||
| Net share settlement of restricted stock awards | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Stock repurchases | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||||||||||||||||||||||||||
| Cash dividends paid to noncontrolling interest of subsidiary | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||||||
See notes to condensed consolidated financial statements.
| Condensed Consolidated Statements of Cash Flows |
| (U.S. Dollars in Thousands) |
| (Unaudited) |
| Nine Months Ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Operating activities | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation and finance lease amortization | ||||||||
| Amortization of intangible assets | ||||||||
| Amortization of deferred financing costs and original issue discount | ||||||||
| Change in fair value of investments | ( | ) | ||||||
| Loss on refinancing of debt | ||||||||
| Deferred income tax expense | ||||||||
| Share-based compensation expense | ||||||||
| Loss on disposal of assets | ||||||||
| Loss attributable to business dispositions | ||||||||
| Other noncash charges | ||||||||
| Excess tax benefits from equity awards | ( | ) | ( | ) | ||||
| Net changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Inventories | ( | ) | ( | ) | ||||
| Other assets | ( | ) | ( | ) | ||||
| Accounts payable | ||||||||
| Accrued wages and employee benefits | ( | ) | ||||||
| Other accrued liabilities | ||||||||
| Net cash provided by operating activities | ||||||||
| Investing activities | ||||||||
| Proceeds from sale of property and equipment | ||||||||
| Purchase of long-term investments | ( | ) | ( | ) | ||||
| Proceeds from sale of long-term investment | ||||||||
| Expenditures for property and equipment | ( | ) | ( | ) | ||||
| Acquisition of businesses, net of cash acquired | ( | ) | ||||||
| Proceeds (payments) from sale of businesses, net of cash disposed | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Financing activities | ||||||||
| Proceeds from short-term borrowings | ||||||||
| Proceeds from long-term borrowings | ||||||||
| Repayments of short-term borrowings | ( | ) | ( | ) | ||||
| Repayments of long-term borrowings and finance lease obligations | ( | ) | ( | ) | ||||
| Stock repurchases | ( | ) | ||||||
| Payment of debt issuance costs | ( | ) | ||||||
| Payment of contingent acquisition consideration | ( | ) | ( | ) | ||||
| Payment of deferred acquisition consideration | ( | ) | ||||||
| Contributions received from noncontrolling interest in subsidiary | ||||||||
| Cash dividends paid to noncontrolling interest of subsidiary | ( | ) | ||||||
| Taxes paid related to equity awards | ( | ) | ( | ) | ||||
| Proceeds from the exercise of stock options | ||||||||
| Net cash used in financing activities | ( | ) | ( | ) | ||||
| Effect of foreign exchange rate changes on cash and cash equivalents | ( | ) | ||||||
| Net increase in cash and cash equivalents | ||||||||
| Cash and cash equivalents at beginning of period | ||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||
| See notes to condensed consolidated financial statements. |
Generac Holdings Inc.
Notes to Condensed Consolidated Financial Statements
(U.S. Dollars in Thousands, Except Share and Per Share Data)
(Unaudited)
1. Description of Business and Basis of Presentation
Founded in 1959, Generac Holdings Inc. (the Company) is a leading global designer and manufacturer of a wide range of energy technology solutions. The Company provides power generation equipment, energy storage systems, energy management controls & solutions, and other power products and services serving the residential, commercial, data center, telecom, rental, and industrial markets. Generac’s power products and solutions are available globally through a broad network of independent dealers, distributors, retailers, e-commerce partners, wholesalers, and equipment rental companies, as well as sold direct to certain end user customers.
Over the years, the Company has executed a number of acquisitions that support its strategic plan (refer to Item 1 in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, for a discussion of the Company's “Powering a Smarter World” strategic plan). A summary of acquisitions affecting the reporting periods presented in this Form 10-Q include:
| ● | In January 2026, the Company acquired Allmand, headquartered in Holdrege, Nebraska. Allmand is a leading manufacturer of mobile power equipment for commercial, industrial, and rental markets. | |
| ● | In April 2026, the Company acquired Enercon Engineering, Inc. (Enercon), headquartered in East Peoria, Illinois. Enercon designs and manufactures custom power equipment and industrial enclosures for high-reliability applications for commercial and industrial markets. | |
| ● | In May 2026, the Company acquired substantially all of the assets and liabilities of the Wolter Power Systems (Wolter) business, headquartered in Brookfield, Wisconsin. Wolter is an industrial and residential generator distributor as well as a provider of maintenance and repair services. |
The condensed consolidated balance sheet as of September 30, 2026, the condensed consolidated statements of comprehensive income for the three and nine months ended September 30, 2026 and 2025, the condensed consolidated statements of stockholders’ equity for the three and nine months ended September 30, 2026 and 2025, and the condensed consolidated statements of cash flows for the nine months ended September 30, 2026 and 2025 have been prepared by the Company and have not been audited. In the opinion of management, all adjustments (which include only normal recurring adjustments except where disclosed) necessary for the fair presentation of the financial position, results of operation, and cash flows have been made. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year.
The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The condensed consolidated financial statements include the accounts of the Company and its subsidiaries that are consolidated in conformity with accounting principles generally accepted in the United States of America (GAAP). All intercompany amounts and transactions have been eliminated in consolidation.
Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.
Tariff Refund
On February 20, 2026, the U.S. Supreme Court issued a decision invalidating tariffs imposed under the International Emergency Economic Powers Act (IEEPA) and allowing for the recovery of IEEPA tariff amounts previously paid. The Company elected to account for the refund of tariffs under a loss recovery model pursuant to Accounting Standards Codification (ASC) 410-30. Under the loss recovery model, an asset for recovery may be recognized only when receipt is considered probable, as defined under ASC 450-20.
During the three and nine months ended September 30, 2026, the Company received Phase I IEEPA tariff refunds totaling approximately $
New Accounting Pronouncements
Changes to GAAP are established by the Financial Accounting Standards Board (FASB) in the form of accounting standard updates (ASUs) to the FASB Accounting Standards Codification.
In September 2025, the FASB issued ASU 2025-06 Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40). The update is intended to better align internal use software guidance with modern development methods, which have evolved to commonly include incremental and iterative development approaches. The ASU requires an entity to start capitalizing software costs when management has authorized and committed to funding a software project and when it is probable the project will be completed and used to perform the intended function. The ASU amendments also supersede previous guidance on website development costs. The update is effective for fiscal years beginning after December 15, 2027 and may be adopted prospectively, retrospectively or with a modified transition approach. Early adoption is permitted. The Company is currently assessing the impact and timing of adopting the updated standard.
In May 2025, the FASB issued ASU 2025-04, Compensation – Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer, which revises the definition of a performance condition to include conditions based on a customer's purchases, eliminates the forfeiture policy election for such awards, and clarifies that the variable consideration constraint does not apply to share-based consideration payable to a customer. The Company early adopted the standard in the third quarter of 2026 on a modified retrospective basis, and the adoption did not have a material impact on its condensed consolidated financial statements or disclosures.
In November 2024, the FASB issued ASU 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The new standard is intended to provide investors with more detailed disclosures around specific types of expenses. The new disclosures require additional quantitative and qualitative information for certain expenses contained within the consolidated statements of comprehensive income to be presented in the notes to the financial statements. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The disclosure updates are required to be applied prospectively with the option for retrospective application. The Company is currently assessing the impact and timing of adopting the updated standard.
There have been no other recent accounting pronouncements, changes in accounting pronouncements, or recently adopted accounting guidance during the nine months ended September 30, 2026, that are of significance or potential significance to the Company's consolidated financial statements or disclosures.
2. Acquisitions and Dispositions
Fiscal 2026 Acquisitions
In January 2026, the Company acquired Allmand, headquartered in Holdrege, Nebraska. Allmand is a leading manufacturer of mobile power equipment for commercial, industrial, and rental markets.
In April 2026, the Company acquired Enercon, headquartered in East Peoria, Illinois. Enercon designs and manufactures custom power equipment and industrial enclosures for high-reliability applications for commercial and industrial markets.
In May 2026, the Company acquired substantially all of the assets and liabilities of the Wolter Power Systems business, headquartered in Brookfield, Wisconsin. Wolter is an industrial and residential generator distributor as well as a provider of maintenance and repair services.
The combined preliminary purchase price for these closed acquisitions is $
The accompanying condensed consolidated financial statements include the results of Allmand, Enercon, and Wolter from their dates of acquisition through September 30, 2026. Pro forma and other financial information are not presented as the effects of these acquisitions are not material to the Company's results of operations or financial position.
Summary Purchase Price Allocations
The fair values assigned to certain assets acquired and liabilities assumed for all acquisitions completed during the nine months ending September 30, 2026 are shown below. No material acquisitions were completed in 2025.
| Acquisitions | ||||
| Accounts receivable | $ | |||
| Inventories | ||||
| Prepaid expenses and other current assets | ||||
| Property and equipment | ||||
| Intangible assets | ||||
| Goodwill | ||||
| Total assets acquired | ||||
| Accounts payable | ||||
| Accrued wages and employee benefits | ||||
| Other accrued liabilities | ||||
| Accrued product warranty | ||||
| Current portion of long-term borrowings and finance lease obligations | ||||
| Operating lease and other long-term liabilities | ||||
| Net assets acquired | $ | |||
Fiscal 2026 and 2025 Dispositions
On June 1, 2026, the Company completed one immaterial business disposition within the Commercial & Industrial segment and one immaterial business disposition within the Residential segment, resulting in a combined loss of $
On January 2, 2026, the Company completed two immaterial business dispositions within the Commercial & Industrial segment, resulting in a combined loss of $
On May 31, 2025, the Company completed one immaterial business disposition within the Residential segment (prior to the segment reorganization, the Domestic segment), resulting in a loss of $
3. Redeemable Noncontrolling Interest
The Company entered into a joint venture with E.A. Juffali & Brothers (Juffali) on August 7, 2025, based in Bahrain, aiming to expand its footprint in the Middle East region. The joint venture, operating under the name Generac Juffali Generators WLL, will function as a distinct legal entity with ownership interests divided between the Company and Juffali at
The following table presents the changes in the redeemable noncontrolling interest for Generac Jufalli Generators:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Balance at beginning of period | $ | $ | $ | $ | ||||||||||||
| Contribution received from noncontrolling interest holder | ||||||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Foreign currency translation | ||||||||||||||||
| Balance at end of period | $ | $ | $ | $ | ||||||||||||
4. Derivative Instruments and Hedging Activities
The Company records all derivatives in accordance with ASC 815, Derivatives and Hedging, which requires derivative instruments to be reported in the condensed consolidated balance sheets at fair value and establishes criteria for designation and effectiveness of hedging relationships. The Company is exposed to market risk such as changes in commodity prices, foreign currencies, and interest rates. The Company does hold or issue derivative financial instruments for trading purposes.
The Company periodically utilizes commodity derivatives and foreign currency forward purchase and sales contracts in the normal course of business. Because these contracts do not qualify for hedge accounting, the related gains and losses are recorded in the Company’s condensed consolidated statements of comprehensive income. The commodity and foreign currency forward contract gains and losses are not material to the Company’s condensed consolidated financial statements for the periods presented.
Additionally, the Company maintains interest rate swap agreements and invests in stock warrants described in more detail below.
Interest Rate Swaps
In March 2020, the Company entered into interest rate swap agreements, which were still outstanding as of September 30, 2026. In July 2025, in conjunction with the amendments to the Company’s credit agreements discussed further in Note 13, “Credit Agreements”, the Company modified its interest rate swaps to match the underlying debt and reconfirmed hedge effectiveness. The Company formally documented all relationships between interest rate hedging instruments and the related hedged items, as well as its risk-management objectives and strategies for undertaking various hedge transactions. These interest rate swap agreements qualify as cash flow hedges and therefore, the effective portions of their gains or losses are reported as a component of accumulated other comprehensive income (loss) in the condensed consolidated balance sheets.
The amount of after-tax unrealized losses recognized in accumulated other comprehensive income (loss) for the three and nine months ended September 30, 2026 were $
Stock Warrants
During the fourth quarter of 2023, the Company entered into a $
The gain (loss) attributable to the Wallbox stock warrants was $(
Fair Value
The following table presents the fair value of all the Company’s interest rate swaps and Wallbox stock warrants.
| September 30, 2026 | December 31, 2025 | |||||||
| Interest rate swaps | $ | $ | ||||||
| Stock warrants | ||||||||
The fair values of the interest rate swaps and stock warrants are included in prepaid expenses and other current assets in the condensed consolidated balance sheets as of September 30, 2026, and December 31, 2025. Excluding the impact of credit risk, the fair value of the interest rate swaps as of September 30, 2026, and December 31, 2025, is an asset of $
5. Fair Value Measurements
ASC 820-10, Fair Value Measurement, defines fair value, establishes a consistent framework for measuring fair value, and expands disclosure for each major asset and liability category measured at fair value on either a recurring basis or nonrecurring basis. ASC 820-10 clarifies that fair value is an exit price, representing the amount that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the pronouncement establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
The Company believes the carrying amount of its financial instruments (cash and cash equivalents, accounts receivable, contract assets, accounts payable, accrued liabilities, contract liabilities, short-term borrowings, and revolving facility (Revolving Facility) borrowings), excluding Term Loan borrowings, approximates the fair value of these instruments based on their short-term nature. The fair value of the New Tranche A Term Loan Facility borrowing, which has a net carrying value of $
For the fair value of the derivatives measured on a recurring basis, refer to the fair value table in Note 4, “Derivative Instruments and Hedging Activities,” to the condensed consolidated financial statements of this Quarterly Report on Form 10-Q. The fair values of the Company's interest rate swaps and commodity and foreign currency derivative contracts are classified as Level 2. The valuation techniques used to measure the fair value of these derivative contracts, all of which have counterparties with high credit ratings, were based on quoted market prices or model driven valuations using significant inputs derived from or corroborated by observable market data. The fair value of the derivative contracts discussed above considers the Company’s credit risk in accordance with ASC 820-10.
The fair value of the Wallbox stock warrants is classified as Level 3. The fair value of these warrants is measured using a Black Scholes option pricing model, with significant inputs derived from or corroborated by observable market data as well as internal estimates, specifically the time period until exercise. The warrants received in 2025, 2024, and 2023 expire at the earlier of when the price per share equals or exceeds $
Equity Securities
Equity securities primarily consist of Wallbox Class A common stock (Wallbox Shares) as discussed in Note 4 "Derivative Instruments and Hedging Activities." During the third quarter of 2024, the Company invested an incremental $
Contingent Consideration
Certain of the Company's business combinations involve potential payment of future consideration that is contingent upon the achievement of certain milestones. As part of purchase accounting, a liability is recorded for the estimated fair value of the contingent consideration on the acquisition date. The fair value of the contingent consideration is remeasured at each reporting period, and the change in fair value is recognized within general and administrative expenses in the Company's condensed consolidated statements of comprehensive income. The fair value measurement of contingent consideration is typically categorized as a Level 3 liability, as the measurement amount is based primarily on significant inputs that are not observable in the market.
The combined fair value of contingent consideration for the Chilicon Power LLC (Chilicon), Ageto, and Enercon acquisitions as of September 30, 2026 and for the Chilicon, Ageto, and PR Industrial S.r.l. (Pramac) acquisitions as of December 31, 2025, was $
The following table provides a reconciliation of the activity for contingent consideration:
| Beginning balance, January 1, 2026 | $ | |||
| Additional contingent consideration (1) | ||||
| Payments of contingent consideration (2) | ( | ) | ||
| Present value interest accretion | ||||
| Ending balance, September 30, 2026 | $ |
(1) Represents $
(2) Represents payments of $
6. Accumulated Other Comprehensive Income (Loss)
The following table presents a disclosure of changes in Accumulated Other Comprehensive Income (Loss) during the three and nine months ended September 30, 2026 and 2025, net of tax:
| Foreign Currency Translation Adjustments | Unrealized Gain (Loss) on Cash Flow Hedges | Total | ||||||||||||
| Beginning Balance – July 1, 2026 | $ | ( | ) | $ | $ | ( | ) | |||||||
| Other comprehensive income (loss) | ( | ) | (1) | ( | ) | (2) | ( | ) | ||||||
| Ending Balance – September 30, 2026 | $ | ( | ) | $ | $ | ( | ) | |||||||
| Foreign Currency Translation Adjustments | Unrealized Gain (Loss) on Cash Flow Hedges | Total | ||||||||||||
| Beginning Balance – July 1, 2025 | $ | ( | ) | $ | $ | |||||||||
| Other comprehensive income (loss) | ( | ) | (3) | ( | ) | (4) | ( | ) | ||||||
| Ending Balance – September 30, 2025 | $ | ( | ) | $ | $ | ( | ) | |||||||
| Foreign Currency Translation Adjustments | Unrealized Gain (Loss) on Cash Flow Hedges | Total | ||||||||||||
| Beginning Balance – January 1, 2026 | $ | ( | ) | $ | $ | |||||||||
| Other comprehensive income (loss) | ( | ) | (5) | ( | ) | (6) | ( | ) | ||||||
| Ending Balance – September 30, 2026 | $ | ( | ) | $ | $ | ( | ) | |||||||
| Foreign Currency Translation Adjustments | Unrealized Gain (Loss) on Cash Flow Hedges | Total | ||||||||||||
| Beginning Balance – January 1, 2025 | $ | ( | ) | $ | $ | ( | ) | |||||||
| Other comprehensive income (loss) | (7) | ( | ) | (8) | ||||||||||
| Ending Balance – September 30, 2025 | $ | ( | ) | $ | $ | ( | ) | |||||||
| (1) | Represents an unfavorable impact from the strengthening of the U.S. dollar against foreign currencies during the three months ended September 30, 2026, particularly the Euro. | |
| (2) | Represents unrealized losses of $ | |
| (3) | Represents an unfavorable impact from the strengthening of the U.S. dollar against foreign currencies during the three months ended September 30, 2025, particularly the British Pound. | |
| (4) | Represents unrealized losses of $ | |
| (5) | Represents an unfavorable impact from the strengthening of the U.S. dollar against foreign currencies during the nine months ended September 30, 2026, particularly the Euro and British Pound. | |
| (6) | Represents unrealized losses of $ | |
| (7) | Represents a favorable impact from the weakening of the U.S. dollar against foreign currencies during the nine months ended September 30, 2025, particularly the Euro and British Pound. | |
| (8) | Represents unrealized losses of $ |
7. Segment Reporting
On March 25, 2026, the Company announced its plan to reorganize its reportable segments, effective March 31, 2026 (the Reorganization). The Company’s Chief Operating Decision Maker (CODM) is Aaron Jagdfeld, President and Chief Executive Officer (CEO). The Reorganization reflected a change in how the CODM evaluates the Company’s operations and performance to better align reporting with the way the business is managed. Prior to the Reorganization, the Company's reportable segments were Domestic and International. As a result of the Reorganization, the Company's new reportable segments are Residential and Commercial & Industrial (C&I). While Residential and C&I include similar products, they differ based on power output and end customer.
The Residential segment consists of the former Domestic segment, excluding the domestic C&I operations. Residential products consist primarily of automatic home standby generators ranging in output from 7.5kW to 150kW, portable generators, residential energy storage systems, energy management devices and solutions, and other outdoor power equipment. These products are predominantly sold through independent residential dealers, national and regional retailers, e-commerce merchants, electrical/HVAC/solar wholesalers, solar installers, and outdoor power equipment dealers. Residential segment revenue consists of product sales to the Company's distribution partners, who in turn sell the product to the end consumer, sometimes including installation and maintenance services. The Residential segment revenue also includes sales of products and services related to aftermarket service parts, the amortization of extended warranty deferred revenue, grid services revenue, and remote monitoring subscription revenue. In some cases, residential products are sold directly to the end consumer. The majority of Residential segment revenues are recorded at a point in time when control is transferred to the customer. The remaining revenue, primarily related to extended warranty and other subscription services, is recognized over the period the related services are performed.
The C&I segment consists of the domestic Commercial & Industrial operations with the addition of the operations of the former International segment. Commercial & Industrial products consist of larger output stationary generators used in C&I applications, with power outputs up to 3,250kW. Also included in C&I products are mobile generators, light towers, C&I battery energy storage systems, mobile heaters, mobile pumps, and related controls for power generation equipment. These products are sold globally through industrial distributors and dealers, Engineering, Procurement, and Construction (EPC) companies, equipment rental companies, and equipment distributors. C&I segment revenue consists of product sales to the Company's distribution partners, who in turn sell or rent the product to the end customer, sometimes including installation and maintenance services. The C&I segment revenue also includes sales of products and services related to aftermarket service parts and product accessories sold to the Company's distribution partners, grid services subscription revenue, as well as certain installation and maintenance service revenue. In some cases, C&I products are sold directly to the end customer. C&I segment revenues are recorded at either a point in time when control of the product is transferred to the customer, or if the performance obligation is satisfied over time, then revenue is recognized using a method that reflects the performance under the contract. Other service revenue is recognized when the services are performed.
Segment financial information for the periods prior to the Reorganization has been recast to conform to the current presentation.
The composition of total and net sales between Residential and Commercial & Industrial reportable segments is as follows:
| 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 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Commercial & Industrial | ||||||||||||||||||||||||
| Intercompany eliminations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Total net sales | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| 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 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Commercial & Industrial | ||||||||||||||||||||||||
| Intercompany eliminations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Total net sales | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
The Company views Adjusted EBITDA as a key measure of the Company's performance. The computation of Adjusted EBITDA is based primarily on the definition that is contained in the Company’s credit agreements. The Company presents Adjusted EBITDA not only due to its importance for purposes of the Company's credit agreements, but also because it assists the Company in comparing performance across reporting periods on a consistent basis as it excludes items the Company's management believes are not indicative of the Company's core operating performance. The CODM uses Adjusted EBITDA, along with the Company's management:
| ● | for planning purposes, including the preparation of the Company's annual operating budget and developing and refining internal projections for future periods; | |
| ● | to allocate resources to enhance the financial performance of the Company's business; | |
| ● | as a target for the determination of the bonus component of compensation for the Company's senior executives under the Company's management incentive plan, as described further in the Company's proxy statement; | |
| ● | to evaluate the effectiveness of the Company's business strategies and as a tool in evaluating the Company's performance against the Company's budget for each period; and | |
| ● | in communications with the Company's Board of Directors and investors concerning the Company's financial performance. |
The table below presents sales (external and intersegment), significant segment expenses, other segment items, and Adjusted EBITDA by reportable segment, reconciled to consolidated income before provision for income taxes.
| Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||
| Residential | Commercial & Industrial | Corporate & Eliminations (*) | Total | Residential | Commercial & Industrial | Corporate & Eliminations (*) | Total | |||||||||||||||||||||||||
| External net sales | $ | $ | $ | - | $ | $ | $ | $ | - | $ | ||||||||||||||||||||||
| Intersegment sales | - | 51 | - | |||||||||||||||||||||||||||||
| Total sales | - | - | ||||||||||||||||||||||||||||||
| Elimination of intersegment sales | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Costs of goods sold | - | - | ||||||||||||||||||||||||||||||
| Elimination of intersegment cost of goods sold | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Operating expenses | ||||||||||||||||||||||||||||||||
| Other segment items (1) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Adjusted EBITDA by reportable segment | $ | $ | $ | ( | ) | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||
| Interest expense | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Depreciation and amortization | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Non-cash write-down and other adjustments (2) | ( | ) | ||||||||||||||||||||||||||||||
| Non-cash share-based compensation expense (3) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Transaction costs and credit facility fees (4) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Business optimization and other charges (5) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Provision for legal, regulatory, and other costs (6) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Change in fair value of investments (7) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Loss on refinancing of debt (8) | ( | ) | ||||||||||||||||||||||||||||||
| Other (9) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Income before provision for income taxes | $ | $ | ||||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||
| Residential | Commercial & Industrial | Corporate & Eliminations (*) | Total | Residential | Commercial & Industrial | Corporate & Eliminations (*) | Total | |||||||||||||||||||||||||
| External net sales | $ | $ | $ | - | $ | $ | $ | $ | - | $ | ||||||||||||||||||||||
| Intersegment sales | - | 51 | - | |||||||||||||||||||||||||||||
| Total sales | - | - | ||||||||||||||||||||||||||||||
| Elimination of intersegment sales | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Costs of goods sold | - | - | ||||||||||||||||||||||||||||||
| Elimination of intersegment cost of goods sold | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Operating expenses | ||||||||||||||||||||||||||||||||
| Other segment items (1) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Adjusted EBITDA by reportable segment | $ | $ | $ | ( | ) | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||
| Interest expense | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Depreciation and amortization | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Non-cash write-down and other adjustments (2) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Non-cash share-based compensation expense (3) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Transaction costs and credit facility fees (4) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Business optimization and other charges (5) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Provision for legal, regulatory, and other costs (6) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Change in fair value of investments (7) | ( | ) | ||||||||||||||||||||||||||||||
| Loss on refinancing of debt (8) | ( | ) | ||||||||||||||||||||||||||||||
| Other (9) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Income before provision for income taxes | $ | $ | ||||||||||||||||||||||||||||||
| (*) | The 'Corporate & Eliminations' column includes general corporate overhead, centrally managed costs not allocated to the reportable segments, and the elimination of intersegment revenues and cost of goods sold. These centrally managed costs primarily relate to certain legal, accounting, human resources, and technology functions, as well as other costs related to the Corporate headquarters. |
| (1) | Other segment items primarily represent 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; and Provision for legal, regulatory, and other costs. | |
| (2) | Includes gains (losses) on dispositions 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 the Company's credit agreement, equity issuance or debt issuance or refinancing, together with certain fees relating to the Company's senior secured credit facilities, such as administrative agent fees and credit facility commitment fees under the Company's amended credit agreement. | |
| (5) | Represents severance and other restructuring charges related to the consolidation of certain operating facilities and organizational functions. | |
| (6) | Represents the following significant litigation, regulatory, and other matters that are not indicative of the Company's 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 | $ | ) | $ | ( | ) | $ | ) | $ | ( | ) | ||||||
| Legal expenses, judgements and settlements related to certain class action lawsuits | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Legal expenses related to certain government inquiries and other significant matters | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Clean energy warranty related matters | ( | ) | ( | ) | ||||||||||||
| Total provision for legal, regulatory and other matters | $ | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||
| (7) | Represents non-cash gains (losses) primarily from changes in the fair value of the Company's investment in Wallbox warrants and equity securities. | |
| (8) | 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. | |
| (9) | 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. |
The following tables summarize additional financial information by reportable segment:
| Assets by Reportable Segment | ||||||||
| September 30, 2026 | December 31, 2025 | |||||||
| Residential | $ | $ | ||||||
| Commercial & Industrial | ||||||||
| Corporate | ||||||||
| Total | $ | $ | ||||||
| Depreciation and Amortization by Reportable Segment | ||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Residential | $ | $ | $ | $ | ||||||||||||
| Commercial & Industrial | ||||||||||||||||
| Corporate | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| Capital Expenditures by Reportable Segment | ||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Residential | $ | $ | $ | $ | ||||||||||||
| Commercial & Industrial | ||||||||||||||||
| Corporate | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
The Company’s sales in the U.S. represented approximately
8. Balance Sheet Details
Inventories consist of the following:
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Raw material | $ | $ | ||||||
| Work-in-process | ||||||||
| Finished goods | ||||||||
| Total | $ | $ | ||||||
Property and equipment consists of the following:
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Land and improvements | $ | $ | ||||||
| Buildings and improvements | ||||||||
| Machinery and equipment | ||||||||
| Dies and tools | ||||||||
| Vehicles | ||||||||
| Office, information technology equipment, and internal use software | ||||||||
| Leasehold improvements | ||||||||
| Construction in progress | ||||||||
| Gross property and equipment | ||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
Total property and equipment includes finance leases of $
Other accrued liabilities consist of the following:
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Accrued selling expenses | $ | $ | ||||||
| Current contract liabilities | ||||||||
| Accrued legal & professional fees (1) | ||||||||
| Current operating lease liabilities | ||||||||
| Accrued contingent consideration (2) | ||||||||
| Accrued other | ||||||||
| Total | $ | $ | ||||||
(1) The decrease primarily relates to a $
(2) The increase primarily relates to the contingent consideration for the Enercon acquisition. Refer to Note 5 "Fair Value Measurements," for more information.
9. Goodwill
As described in Note 7, "Segment Reporting," effective March 31, 2026, the Company reorganized its reportable segments into Residential and C&I. As a result, the composition of the Company's reporting units changed. The Company reassigned goodwill to the affected reporting units using a relative fair value allocation approach.
The Company concluded that the change in reporting unit composition represented a triggering event and performed an interim quantitative goodwill impairment test for the reporting units affected by the reorganization. The impairment test compared the carrying value of each affected reporting unit, including goodwill, with its estimated fair value. As a result of this test, the Company recorded $
The carrying value of goodwill by reportable segment is summarized below:
| Residential | Commercial & Industrial | Total | ||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | |||||||||
| Acquisitions of businesses | ||||||||||||
| Disposition of businesses | ( | ) | ( | ) | ||||||||
| Impairment charge | ( | ) | ( | ) | ||||||||
| Foreign currency translation rate changes | ( | ) | ( | ) | ( | ) | ||||||
| Balance as of September 30, 2026 | $ | $ | $ | |||||||||
10. Product Warranty Obligations
The Company accounts for standard product warranty obligations as assurance warranties and records a liability at the time of sale of the related product based on historical warranty experience. The Company also records a liability for specific warranty matters when they become known and are reasonably estimable. The following is a tabular reconciliation of the Company’s standard product warranty liability accounted for as an assurance warranty:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Balance at beginning of period | $ | $ | $ | $ | ||||||||||||
| Payments | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for warranty issued | ||||||||||||||||
| Changes in estimates for pre-existing warranties (1) | ||||||||||||||||
| Warranty reserve assumed in acquisition | ||||||||||||||||
| Balance at end of period | $ | $ | $ | $ | ||||||||||||
The Company also sells extended warranty coverage for certain products, which it accounts for as a service warranty. The sales of extended warranties are recorded as deferred revenue, and typically have a duration of to years. The deferred revenue related to extended warranty coverage is amortized over the duration of the extended warranty contract period, following the standard warranty period, using the straight-line method. The Company believes the straight-line method is appropriate because the performance obligation is satisfied based on the passage of time. The amortization of deferred revenue is recorded to net sales in the condensed consolidated statements of comprehensive income. The following is a tabular reconciliation of the deferred revenue related to extended warranty coverage:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Balance at beginning of period | $ | $ | $ | $ | ||||||||||||
| Deferred revenue contracts issued | ||||||||||||||||
| Amortization of deferred revenue contracts | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Balance at end of period | $ | $ | $ | $ | ||||||||||||
The timing of recognition of the Company’s deferred revenue balance related to extended warranties as of September 30, 2026 is as follows:
|
| $ | |||
|
| ||||
|
| ||||
|
| ||||
|
| ||||
|
| ||||
| Total | $ |
Standard product warranty obligations and extended warranty related deferred revenues are included in the condensed consolidated balance sheets as follows:
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Product warranty liability | ||||||||
| Current portion - accrued product warranty | $ | $ | ||||||
| Long-term portion - other long-term liabilities | ||||||||
| Total | $ | $ | ||||||
| Deferred revenue related to extended warranties | ||||||||
| Current portion - other accrued liabilities | $ | $ | ||||||
| Long-term portion - deferred revenue | ||||||||
| Total | $ | $ | ||||||
11. Contract Balances
Customer contracts may give rise to timing differences between revenue recognition, billings, and cash collections, resulting in the recognition of billed accounts receivable, unbilled receivables (contract assets), or deferred revenue (contract liabilities) within the condensed consolidated balance sheets.
Contract assets primarily consist of unbilled receivables associated with contracts accounted for under the cost-to-cost method of revenue recognition, where revenue recognized based on costs incurred exceeds amounts billed to customers. Contract assets are included in prepaid expenses and other current assets in the condensed consolidated balance sheets. The balance of contract assets was $
Contract liabilities primarily consist of customer deposits that exceed revenue recognized. Contract liabilities are included in other accrued liabilities (for the portion expected to be recognized within twelve months) or long-term deferred revenue (for the portion not expected to be recognized within twelve months) in the condensed consolidated balance sheets, until revenue is recognized. The balance of contract liabilities, excluding the extended warranty deferred revenue balance disclosed in Note 10, was $
As of September 30, 2026, the aggregate amount of revenue that the Company expects to recognize on remaining performance obligations (excluding extended warranty) was approximately $
12. Customer Warrant
On September 16, 2026, the Company issued a warrant (the Warrant) to a wholly-owned subsidiary of Amazon.com, Inc. (Amazon) to acquire up to
Upon issuance of the Warrant,
Using the Black Scholes option pricing model, the grant date fair value of the Warrant was determined to be $
The grant date fair value of the Warrant was calculated as of the issuance date using the following assumptions:
| Expected dividend yield | |
| Risk-free interest rate | |
| Expected volatility | |
| Expected term |
As of September 30, 2026, the Company had recorded $
13. Credit Agreements
Short-term borrowings included in the condensed consolidated balance sheets as of September 30, 2026, and December 31, 2025, consisted of borrowings by the Company’s foreign subsidiaries on local lines of credit totaling $
Long-term borrowings are included in the condensed consolidated balance sheets as follows:
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Revolving Facility | $ | $ | ||||||
| Tranche A Term Loan Facility | ||||||||
| Term Loan B Facility | ||||||||
| Original issue discount and deferred financing costs | ( | ) | ( | ) | ||||
| Finance lease obligations | ||||||||
| Other | ||||||||
| Total | ||||||||
| Less: current portion of debt | ||||||||
| Less: current portion of finance lease obligations | ||||||||
| Total long-term borrowings and finance lease obligations | $ | $ | ||||||
As of September 30, 2026, there were $
The New Tranche A Term Loan Facility and New Revolving Facility mature on July 1, 2030. The New Tranche A Term Loan Facility is repayable in quarterly installments commencing October 1, 2026, with a balloon payment due at maturity. The Term Loan B Facility matures on July 3, 2031, and is repayable in quarterly installments which commenced September 2024, with a balloon payment due at maturity. Maturities of the Company's New Tranche A Term Loan Facility, Term Loan B Facility, and New Revolving Facility as of September 30, 2026, before considering original issue discount and deferred financing costs, were as follows:
| Tranche A Term Loan Facility | Term Loan B Facility | Revolving Facility | Total | |||||||||||||
| 2026 | $ | $ | $ | $ | ||||||||||||
| 2027 | ||||||||||||||||
| 2028 | ||||||||||||||||
| 2029 | ||||||||||||||||
| 2030 | ||||||||||||||||
| 2031 | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
In July 2024, the Company extinguished the $
The New Term Loan B Facility does not require an Excess Cash Flow payment (as defined in the New Term Loan B Facility credit agreement) if the Company’s net secured leverage ratio is maintained below
The Company's original Tranche A Term Loan Facility provided an aggregate principal amount of $
On July 1, 2025, the Company amended the Original Tranche A Term Loan Facility and Original Revolving Facility (Prior Amended Credit Agreement), extending the maturity of both to July 1, 2030, revising the Original Tranche A Term Loan Facility outstanding principal balance to $
Both the New Tranche A Term Loan Facility and the New Revolving Facility contain certain financial covenants that require the Company to maintain a total leverage ratio below
The New Term Loan B Facility, New Tranche A Term Loan Facility and New Revolving Facility are guaranteed by substantially all of the Company’s wholly-owned domestic restricted subsidiaries and are secured by associated collateral agreements which pledge a first priority lien on virtually all of the Company’s assets, including fixed assets and intangibles, cash, trade accounts receivable, inventory, and other current assets and proceeds thereof.
As of September 30, 2026, there were
See Item 7A of the Annual Report on Form 10-K for the year ended December 31, 2025, for further information on interest rate swaps that are currently outstanding that partially offset the interest expense associated with the above outstanding borrowings.
Also see Item 8 of the Annual Report on Form 10-K for the year ended December 31, 2025, for further information on finance lease obligations.
14. Stock Repurchase Program
On February 12, 2024, the Company's Board of Directors approved a stock repurchase program that allowed for the repurchase of up to $
During the three and nine months ended September 30, 2026, there were
15. Earnings Per Share
Basic earnings per share is calculated by dividing net income attributable to the common shareholders of the Company by the weighted average number of common shares outstanding during the period, exclusive of restricted shares. Except where the result would be anti-dilutive, diluted earnings per share is calculated by assuming the vesting of unvested "in the money" restricted stock and the exercise of outstanding "in the money" stock options, and common stock warrants, as well as the satisfaction of certain acquisition contingent consideration conditions as of the end of the period. Refer to Note 3, “Redeemable Noncontrolling Interests,” in this Form 10-Q for further information regarding the accounting for redeemable noncontrolling interests within earnings per share.
The following table reconciles the numerator and the denominator used to calculate basic and diluted earnings per share:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Numerator | ||||||||||||||||
| Net income attributable to Generac Holdings Inc. | $ | $ | $ | $ | ||||||||||||
| Net income attributable to common shareholders | $ | $ | $ | $ | ||||||||||||
| Denominator | ||||||||||||||||
| Weighted average shares, basic | ||||||||||||||||
| Dilutive effect of stock compensation awards (1) | ||||||||||||||||
| Dilutive effect of customer warrant | ||||||||||||||||
| Dilutive effect of contingently issued shares | ||||||||||||||||
| Weighted average shares, diluted | ||||||||||||||||
| Net income attributable to common shareholders per share | ||||||||||||||||
| Basic | $ | $ | $ | $ | ||||||||||||
| Diluted | $ | $ | $ | $ | ||||||||||||
(1) Excludes approximately
16. Income Taxes
The effective income tax rates for the nine months ended September 30, 2026 and 2025 were
17. Commitments and Contingencies
The Company has an arrangement with a finance company to provide floor plan financing for certain dealers. The Company receives payment from the finance company after shipment of product to the dealer. The Company participates in the cost of dealer financing up to certain limits and has agreed to repurchase new or unused Generac products repossessed by the finance company, but does not indemnify the finance company for any credit losses they incur. The amount financed by dealers which remained outstanding under this arrangement as of September 30, 2026, and December 31, 2025, was $
On August 1, 2022, Power Home Solar, LLC d/b/a Pink Energy (PHS) filed a lawsuit in the Western District of Virginia against Generac Power Systems, Inc., a wholly owned subsidiary of the Company (Generac Power). The complaint alleges breaches of warranty, product liability, and other causes of action against Generac Power relating to the sale and performance of certain clean energy equipment and seeks to recover damages, including consequential damages, that PHS allegedly incurred. The Company disputes the allegations in the complaint, including that PHS can seek consequential damages or amounts greater than the $
On October 28, 2022, Daniel Haak filed a putative consumer class action lawsuit against Generac Power in the Middle District of Florida. The complaint alleges breaches of warranty, tort-based, and unjust enrichment claims against Generac Power relating to the sale and performance of certain clean energy products, and seeks to recover damages, including consequential damages, that the plaintiff and putative class allegedly incurred. Additional putative class actions were filed by consumers raising similar claims and allegations in other district court cases. These putative class actions have been consolidated into a Multidistrict Litigation, In re: Generac Solar Power Systems Marketing, Sales Practices and Products Liability Litigation currently pending in the Eastern District of Wisconsin, Case No. 23-md-3078. Generac Power and plaintiffs participated in a mediation through which the parties agreed to certain monetary and non-monetary terms to resolve the matter on a classwide basis. On October 21, 2026, the Court granted final approval of the classwide settlement. In the third quarter of 2025, Generac Power recorded a reserve for the contemplated $
On December 1, 2022, Oakland County Voluntary Employees’ Beneficiary Association and Oakland County Employees’ Retirement System filed a putative securities class action lawsuit against the Company and certain of its officers in the Eastern District of Wisconsin. The court subsequently consolidated a later filed action and appointed a lead plaintiff. The lead plaintiff filed a consolidated complaint alleging violation of federal securities law related to disclosures of certain matters (the Oakland County Lawsuit). On February 7, 2025, the court granted the Company’s motion to dismiss and found that plaintiffs failed to adequately plead a securities fraud claim. Plaintiffs filed an amended complaint on March 10, 2025. On April 30, 2026, the court granted the Company’s motion to dismiss the amended complaint with prejudice, again finding that plaintiffs failed to adequately plead a securities fraud claim, and directed the entry of final judgment in favor of the Company. Plaintiffs have appealed the judgment of dismissal, and the Company intends to vigorously defend the judgment.
On February 3, 2023, a purported Company shareholder filed a shareholder derivative action against certain of the Company’s officers and directors in the United States District Court for the Eastern District of Wisconsin. The complaint seeks unspecified damages on behalf of the Company and certain other relief, such as certain reforms to corporate governance practices. The complaint (in which the Company is named as a nominal defendant) generally alleges, among other things, breaches of fiduciary duties in connection with the oversight of the Company’s public statements and legal compliance, and that the Company was damaged as a result of the breaches of fiduciary duties, and the defendants were unjustly enriched. The complaint also alleges, among other things, violations of Sections 14(a), 10(b) and 20(a) of the Securities Exchange Act of 1934, abuse of control, gross mismanagement, and waste of corporate assets. The Company has received several additional derivative actions filed in both state and federal courts raising similar claims and allegations, including issues raised in the Oakland County Lawsuit. The Company disputes the allegations in the shareholder derivative actions and intends to vigorously defend against the claims in the complaints.
On October 28, 2022, Generac Power received a grand jury subpoena from the U.S. Attorney for the Eastern District of Michigan and, as a result, the Company became aware of an enforcement investigation by the U.S. DOJ. The subpoena requests similar documents and information provided by the Company to the U.S. EPA and the CARB in response to civil document requests related to the Company’s compliance with emissions regulations for approximately 1,850 (not in thousands) portable generators produced by the Company in 2019 and 2020 and sold in 2020. On October 3, 2025, the Company received notice from the EPA that it would seek to void certain emissions certifications for 2020, affecting approximately 4,850 (not in thousands) additional portable generators as the Company previously disclosed in Note 18, “Commitments and Contingencies,” to its 2024 Annual Report on Form 10-K. The Company is cooperating with the DOJ, EPA and CARB regarding these topics, making various voluntary self-disclosures to the EPA since 2024, and responding to other ancillary requests for information, including a request for additional information the Company received from the EPA on May 12, 2026.
On March 8, 2022, Ollnova Technologies Limited, a non-practicing entity, filed a patent infringement lawsuit against ecobee Technologies, ULC. (ecobee) in the United States District Court for the Eastern District of Texas (Case No. 22-cv-00072-JRG). Ollnova claimed that ecobee infringes on four of its patents. At a first trial in October 5, 2023, the jury invalidated one of Ollnova’s patents and found ecobee infringed at least one of the claims of the asserted patents. On March 1, 2024, the trial court entered judgment against ecobee for $
On December 5, 2023, seven plaintiffs filed a product liability lawsuit in the Philadelphia County Court of Common Pleas against Generac Power, other Generac affiliates, and unrelated entities for damages sustained in an accident involving a GP15000E portable generator that occurred on October 4, 2023 (Zawaski, et al. v. Generac Power Systems, Inc., et al.). Plaintiffs pursued claims against Generac Power for negligence, strict liability, and loss of consortium, seeking compensatory and punitive damages. On January 26, 2026, the Company, together with other co-defendants, agreed to enter a settlement in principle to resolve all asserted claims, while denying any wrongdoing, to eliminate the uncertainty, burden, and expense of protracted litigation. The Company agreed to pay $
On October 9, 2024, Champion Power Equipment, Inc. (Champion) filed a patent infringement lawsuit against Generac Power in the United States District Court for the Eastern District of Wisconsin (Case No. 24-cv-01281-LA). Champion claims that certain Generac and Powermate branded multi-fuel portable generators infringe on Champion’s portfolio of dual and multi-fuel patents. Generac Power denies infringement and has filed a counterclaim against Champion claiming that some of Champion’s portable generators infringe on Generac Power’s patents relating to carbon monoxide detection and engine shutoff technologies. Champion in turn filed new patent infringement claims relating to its own carbon monoxide detection and shutoff technology. Generac Power denies the infringement allegations and intends to vigorously defend the matter.
On October 18, 2024, two individuals filed a putative consumer class action lawsuit against Generac Power and the Company in the Middle District of Florida (Case No. 24-cv-02412). Plaintiffs amended their original complaint to include additional plaintiffs and theories of liability. Plaintiffs alleged certain defects exist in home standby generators manufactured or sold to consumers from 2020-2024. Plaintiffs asserted breaches of warranty, tort-based, and statutory claims relating to the sale and performance of home standby generators. The court dismissed (1) all claims against the Company and (2) all non-Florida residents’ claims against Generac Power for lack of personal jurisdiction, and limited the Florida plaintiffs’ claims against Generac Power to claims for breach of express warranty. On October 21, 2026, the court denied class certification. The Company disputes the allegations and intends to vigorously defend against the individual claims in the Amended Complaint and any appeal of class certification denial.
On September 25, 2026, five individuals filed a putative consumer class action lawsuit against Generac Power in the Eastern District of Wisconsin (Case No. 26-cv-01767). The complaint alleges a common design defect in home standby generators sold from 2019 through 2024. Plaintiffs assert breaches of warranty, tort-based, and statutory claims relating to the sale and performance of these units. Four of the named plaintiffs in this action were previous plaintiffs whose claims were dismissed for lack of personal jurisdiction in the Middle District of Florida action described immediately above. The Company disputes the allegations and intends to vigorously defend against the claims in the complaint, including that the case should not proceed as a class action.
It is presently unlikely that any legal, regulatory or other proceedings pending against or involving the Company will have a material adverse effect on the Company’s financial condition, results of operations or cash flows. However, in many of these matters, it is inherently difficult to determine whether a loss is probable or to estimate the size or range of the possible loss given the variety and potential outcomes of actual and potential claims, the uncertainty of future rulings, the behavior or incentives of adverse parties, and other factors outside the control of the Company. Accordingly, the Company’s loss reserves may change from time to time, and actual losses could exceed the amounts reserved by an amount that could be material to the Company’s consolidated financial position, results of operations or cash flows in any particular reporting period.
On November 2, 2026, the Company completed the acquisition of New Way Power Proprietary Limited (New Way), a supplier of back-up power solutions, located in Johannesburg, South Africa. Due to the close proximity of the acquisition date and the Company's filing of its Quarterly Report on Form 10-Q for the period ended September 30, 2026, the initial accounting for the business combination is not yet complete and is pending identification and measurement of the assets acquired and liabilities assumed. Accordingly, the information required by ASC 805, Business Combinations will be disclosed in the Company's subsequent Form 10-K.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This quarterly report contains forward-looking statements that are subject to risks and uncertainties. Forward-looking statements give our current expectations and projections relating to our 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.
The forward-looking statements contained in this quarterly report are based on assumptions that we have made in light of our industry experience and on our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. As you read and consider this report, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (some of which are beyond our control) and assumptions. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results and cause them to differ materially from those anticipated in the forward-looking statements. The forward-looking statements contained in this quarterly report include estimates and comments regarding:
| ● |
our business and markets that we serve, financial and operating results, and future economic performance; |
| ● |
proposed new product and service offerings; and |
| ● |
management's goals, expectations, and objectives, and other similar expressions concerning matters that are not historical facts. |
Factors that could affect our actual financial results and cause them to differ materially from those anticipated in the forward-looking statements include:
| ● | 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; | |
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government regulation of our products;
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| ● | 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, or should any of these assumptions prove incorrect, our 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 our filings with the Securities and Exchange Commission, including in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025 and in Part II, Item 1A of this Quarterly Report 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 us in this report speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake 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.
Overview
Founded in 1959, Generac is a leading global designer, manufacturer, and provider of a wide range of energy technology solutions. Generac provides power generation equipment, energy storage systems, energy management controls & 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.
We have a long history of providing power generation products across a variety of applications, and we maintain one of the leading positions in the North American market for power equipment with an expanding presence internationally. We believe we have one of the widest ranges of products in the power generation marketplace, including residential, commercial, and industrial standby generators, as well as portable and mobile generators used in a variety of applications. The recent introduction of our large-megawatt diesel generator line-up has substantially increased our served addressable market, allowing us to participate in the supply-constrained data center market which is expected to grow significantly over the coming years due to the mass adoption of artificial intelligence. Over the last few years, we have also been focused on building out ecosystems of energy technology products, solutions, and services for homes and businesses, allowing us to fully integrate our product portfolios together into common platforms and enabling end users to better manage their energy resilience and costs. We have also been leveraging our leading position in the growing market for natural gas fueled generators, which we believe represents a cleaner fuel compared to diesel, to develop solutions for applications beyond standby power, allowing us to participate in multipurpose microgrid projects for C&I customers. As the traditional centralized utility model evolves over time, we believe that a more decarbonized, digitized, and decentralized grid infrastructure will develop, and our energy technology solutions are uniquely and strategically positioned to participate in this next-generation grid.
Given our competitive strengths in our traditional power generation markets, we believe we are well-positioned to execute on the growing opportunity for backup power for homes and businesses, where increased penetration is being driven by multiple mega-trends that are resulting in poorer power quality for end users. In addition, our focus on more resilient, efficient and innovative energy solutions has increased our served addressable market, and as a result, we believe we can provide products that can help offset rising energy costs as the traditional utility grid suffers from significant supply/demand imbalances over time.
Mega-Trends, Strategic Growth Themes, and Additional Business Drivers
Our “Powering a Smarter World” strategic plan serves as the framework for the significant investments that we have made, and will continue to make, to capitalize on the long-term growth prospects of Generac. Our enterprise strategy is derived from certain key mega-trends that we believe will drive various strategic growth themes for our business. Those mega-trends and growth themes are as follows:
Key Mega-Trends:
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Lower power quality continuing to drive demand for backup power solutions: |
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More frequent severe and volatile weather impacting an aging grid, causing increased power outage activity. |
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Increasing deployment of intermittent generation sources coupled with accelerating electricity demand trends driving supply/demand imbalances for utilities and grid operators. |
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Higher power prices driving the need for energy management solutions: |
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Electrification trends causing power demand to exceed supply, driving up power prices. |
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Investment required to upgrade grid infrastructure and transition to renewable power sources, pushing prices higher. |
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Artificial intelligence adoption accelerating, creating a large market opportunity for backup power: |
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Significant power requirements for the buildout of data centers to enable AI adoption could drive further grid instability and higher power prices. |
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Massive capital investment into hyperscale and edge data centers has created a very large market for back-up power that is supply-constrained, providing a significant growth opportunity for our newly introduced large-megawatt C&I products. | |
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Growing demand for cleaner burning fuels: |
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Natural gas and other alternative fuels are vital to the energy transition. |
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Demand for natural gas-fueled backup generators growing as homes and businesses desire cleaner-burning fuel sources of generation. |
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Required investment in global infrastructure, driving demand for our products: |
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Upgrading of aging and underinvested legacy infrastructure systems, such as energy production, telecommunications, transportation, and data centers. | |
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Expanding investment for increasingly critical technology infrastructure as we transition to a more "connected" society. |
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Power quality issues continue to increase. Power disruptions are an important driver of consumer awareness for backup power and have historically influenced demand for generators both in the United States and internationally. Increased frequency and duration of major power outage events, that have a broader impact beyond a localized level, increases product awareness and may drive consumers to accelerate their purchase of a standby or portable generator during the immediate and subsequent period. Energy storage systems offer similar resiliency advantages to consumers (at least for short duration power outages and for limited circuits) and demand for these products can benefit from these same awareness drivers. The optional standby market for C&I power generation is also driven by power quality issues and the related need for backup power.
The impact of climate change has received increased global focus in recent years, and an aging and under-invested electrical grid infrastructure remains highly vulnerable to potentially more severe and volatile weather. Additionally, growth in renewable power sources (such as solar and wind) is resulting in increased intermittency of supply as traditional thermal generation assets are retired, further impairing the reliable supply of electricity. At the same time, power demand is expected to meaningfully accelerate due to (i) the rapid adoption of artificial intelligence and related data center energy requirements, (ii) the re-industrialization of North America, and (iii) the electrification of a wide range of consumer and commercial products, including transportation, HVAC systems, and other major appliances. These developments are causing a growing supply/demand imbalance for grid operators across the world, which has led to high-profile examples of rolling blackouts and calls for utility customers to reduce consumption to maintain grid integrity. In fact, the North American Electric Reliability Corporation has labeled significant portions of the United States and Canada as being at high or elevated risk of resource adequacy shortfalls in the 2025-2029 period due in part to these supply/demand dynamics. We believe utility supply shortfalls and related warnings may continue in the future, resulting in further power quality issues for the world’s electrical grid. Finally, certain utilities are adopting preventative power shutoff policies to reduce the risk of wildfires caused by their electrical distribution equipment, predominately in the western part of the United States. Taken together, we expect these factors to continue driving increased awareness of the need for backup power for homes and businesses which will continue to create demand for Generac’s products across the portfolio.
Home standby penetration opportunity is significant. Many potential customers are still not aware of the costs and benefits of automatic backup power solutions. With only approximately 6.75% penetration of the addressable market of homes in the United States (which we define as single-family detached, owner-occupied households with a home value of over $175,000, as defined by the U.S. Census Bureau's 2023 American Housing Survey for the United States), we believe there are significant opportunities to further penetrate the residential standby generator market both domestically and internationally. In addition to the mega-trends supporting growth of the category, we believe by expanding and developing our distribution network, continuing to invest in new product lines and technologies, and optimizing our marketing efforts, we can continue to build awareness and increase penetration for our home standby generators.
Substantial capital investments in new data centers and accelerating adoption of artificial intelligence. As a result of the development of artificial intelligence and the expected benefits of this technology, there is significant capital investment being made to build out data center infrastructure, which is expected to further accelerate adoption of artificial intelligence capabilities. Backup power solutions are a necessary part of this substantial investment in data centers. Given the significant power requirements and the mission-critical nature of these data centers, demand for large backup power generators is expected to grow at a dramatic rate for the foreseeable future. Due to all of these factors, the market for large-megawatt backup generators has become significantly supply-constrained. This presents a very large incremental opportunity for our recently introduced large-megawatt diesel generator offering. As we continue to ramp our capacity and capabilities for large megawatt generators, we believe that we are well positioned to take share in this market over time given (i) our long-standing historical focus on backup power generation, (ii) our global presence in markets around the world, (iii) our ability to provide customized product solutions via our extensive sales, engineering, and project management resources, and (iv) our aftermarket support through a combination of direct service teams and our global service network provided by our industrial distributor partners. Given the scale and mission-critical nature of these applications, this level of support is necessary to capture market share and serve these customers. Additionally, we believe these large data center power loads will contribute to the growing supply/demand imbalance across the broader electrical grid, resulting in continued power quality issues and increased demand for backup power solutions for all homes and businesses. Finally, we believe the significant growth in data center power consumption will cause higher power prices, driving growth in the market for solar, storage, and intelligent energy management solutions.
Increasingly critical nature and growing power consumption of digital infrastructure. As the number of “connected” devices continues to rapidly increase and wireless networks are considered critical infrastructure in the United States, network reliability and up-time are necessary for our increasingly connected society. This will require highly resilient cell tower sites across the network, and therefore, necessitates the need for backup power sources on site at these cell towers. Generac is the leading supplier of backup power to the telecommunications market in the United States. As more mission-critical data is transmitted over wireless networks, we believe the penetration rate of backup generators on cell towers must increase considerably to maintain a higher level of reliability across the network. We have relationships with key Tier 1 carriers and tower companies globally, in addition to having distribution partners to provide local service support to the global market. We believe these factors coupled with Generac’s ability to customize solutions to each customer’s needs help us to maintain our strength within the global telecommunications market.
Natural gas generators, a continuing growth opportunity. We believe natural gas will continue to be an important and cleaner transition fuel of the future, compared to diesel, as the world continues to shift towards lower emission power generation sources. Demand for natural gas back-up generators continues to represent an increasing portion of many C&I end markets, as the benefits of natural gas power generation are very compelling relative to traditional diesel fueled generators for certain end users. We also continue to explore and expand our capabilities within new gaseous back-up generator market opportunities, including distributed generation, demand response, microgrids, and overall use as a Distributed Energy Resource (DER) in areas where grid stability is needed. Many of these applications are made possible by our natural gas generators having the capability to participate in available grid services programs, helping to offset the purchase price of the equipment over the product’s lifespan. Expanding our natural gas product offering into larger power nodes is another way that we are increasing the addressable market for natural gas back-up generators. As a leader in natural gas back-up power generation, we believe we are well positioned to capitalize on this strategic growth theme.
Solar, storage, and energy management markets will continue to develop despite phasing out of government subsidies and incentives. We believe the electric utility landscape will undergo significant changes in the decade ahead due to accelerating demand growth, grid instability and power quality issues, environmental concerns, permitting challenges, and the continuing performance and cost improvements in renewable energy and energy storage technologies. Importantly, we expect that a confluence of factors will continue to drive power prices meaningfully higher in the future. As a result, on-site power generation from renewable sources and cleaner-burning natural gas generators are projected to become more prevalent as will the need to monitor, manage, and store this power – potentially developing into a significant market opportunity as utility customers seek alternative solutions to combat rising power prices. In addition, battery storage can also provide customers with another source of power resiliency for shorter duration outages.
Solar and storage markets have historically been supported by subsidies and investment tax credits for consumers and businesses to help advance the adoption of clean energy technologies. Further, production tax credits are being offered to businesses that meet certain domestic manufacturing requirements in the production of renewable energy products. On July 4, 2025, the United States signed into law the One Big Beautiful Bill Act (OBBBA). The OBBBA accelerates the phase-out of tax incentives for the solar market and includes certain domestic supply chain requirements to qualify for these incentives. While this phase-out of tax incentives will negatively impact the solar and storage markets in the near term, we believe the overall mega-trends that drive the solar, storage, and energy management markets will continue and provide sufficient incentive for long-term, value-creating investments for market participants in this space. Given the significant long-term market opportunity, we believe it is important to build out our capabilities in energy technology and continue to develop our residential ecosystem of products and solutions. In addition, we plan to leverage our strong competencies in the residential standby generator market to increase our market position in the residential solar, storage, and energy management markets.
Other Business Drivers
Impact of residential investment cycle. The market for our residential products is affected by the residential investment cycle and overall consumer confidence and sentiment. When homeowners are confident of their household income, the value of their home and overall net worth, they are more likely to invest in their home. These trends can have an impact on demand for residential generators, solar and energy storage systems, and energy management devices. Trends in affordability, interest rates and the new housing market, highlighted by residential housing starts, can also impact demand for these products. Demand for outdoor power equipment is also impacted by several of these factors, as well as weather patterns. The existence of renewable energy mandates, investment tax credits, and other subsidies can also have an impact on the demand for solar and energy storage systems. The OBBBA that was enacted in the United States in July 2025 accelerated the phase out of certain investment tax credits, resulting in a negative impact to the residential solar & storage market thereafter.
Impact of business capital investment and other economic cycles. The global market for our C&I products is affected by different capital investment cycles, which can vary widely across the different regions and markets that we serve. These cycles include non-residential building construction, durable goods and infrastructure spending, as well as investments in the exploration and production of oil & gas, as businesses or organizations either add new locations or make investments to upgrade existing locations or equipment. These trends and market conditions can have a material impact on demand for our products. The capital investment cycle may differ for the various C&I end markets that we serve, including data centers, light commercial, retail, office, telecommunications, rental, industrial, healthcare, construction, oil & gas and municipal infrastructure, among others. The market for these products is also affected by general economic conditions around the world, fluctuations in interest rates & foreign currencies, trade policies, and geopolitical matters and conflicts in the various countries where we serve, as well as credit availability in those regions.
Factors Affecting Results of Operations
We are subject to various factors that can affect our results of operations, which we attempt to mitigate through factors we can control, including continued product development, expanded distribution, pricing, cost control, and hedging. Certain operational and other factors that affect our business include the following:
Effect of commodity, currency, component price fluctuations, and resource availability. Industry-wide price fluctuations of key commodities, such as steel, copper and aluminum, along with other components we use in our products, as well as changes in labor costs required to produce our products, can have a material impact on our results of operations. In recent years, we have increased our use of advanced electronic components and battery cells that can fluctuate in terms of pricing and availability. Our international operations, along with our existing global supply chain, expose us to fluctuations in foreign currency exchange rates and regulatory tariffs that can also have a material impact on our results of operations.
Commodity, currency, and component price levels are increasingly subject to geopolitical uncertainty, including ongoing regional conflicts, shifts in U.S. and international trade policies, and the potential for new or increased tariffs. These factors, along with increased demand from data centers, have contributed to heightened volatility in commodity prices, particularly for raw materials such as steel, copper, and aluminum. Additionally, geopolitical instability can contribute to significant fluctuations in foreign currency exchange rates which can impact our reported financial performance from our foreign operations and supply chain.
We have historically attempted to mitigate the impact of any inflationary pressures through improved product design and sourcing, manufacturing efficiencies, price increases, and select hedging transactions. Our results are also influenced by changes in fuel prices in the form of freight rates, which in some cases are accepted by our customers and in other cases are paid by us.
Tariffs and international trade relations. Given our global supply chain and international operations, our business is impacted by tariffs and other changes in U.S. trade policy and international trade relations. For example, starting in the first quarter of 2025, the United States government enacted additional tariffs on goods imported into the U.S. from numerous countries, and certain countries announced tariffs on U.S. goods. Some of these tariffs have been subsequently modified or delayed, and the U.S. government has also stated it is willing to negotiate with respect to the tariffs it has enacted.
We have implemented price increases across many of our product offerings and are executing a number of supply chain initiatives to attempt to mitigate the impact of these tariffs on our profitability. Despite our efforts, these tariff actions and resulting price increases have created inflationary pressures for consumers, negatively impacting demand and margins for certain of our products. As U.S. trade policy continues to evolve, we will continue to evaluate the impact of future tariffs and take actions to mitigate and/or minimize their effects.
On February 20, 2026, the U.S. Supreme Court issued a decision invalidating tariffs imposed under the International Emergency Economic Powers Act (IEEPA) and allowing for the recovery of IEEPA tariff amounts previously paid. During the three and nine months ended September 30, 2026, the Company received Phase I IEEPA tariff refunds totaling approximately $29.7 million and $91.1 million, respectively. Approximately $9.5 million and $80.6 million of the tariff recovery was recorded as a reduction of cost of goods sold in the condensed consolidated statements of comprehensive income for the three and nine months ended September 30, 2026, respectively. As of September 30, 2026, all expected Phase I IEEPA tariff refunds have been received, and approximately $10.5 million of the tariff recovery remains in inventory.
Seasonality. Although there is demand for our products throughout the year, in each of the past five years, approximately 20% to 25% of our net sales occurred in the first quarter, 23% to 28% in the second quarter, 24% to 27% in the third quarter, and 23% to 29% in the fourth quarter, with different seasonality depending primarily on the occurrence, timing and severity of power outage activity in each year. Major outage activity is unpredictable by nature and, as a result, our sales levels and profitability may fluctuate from period to period. The seasonality experienced during a major power outage, and for the subsequent quarters following the event, will vary relative to other periods where no major outage events occurred. The second half of 2025 represented a very low level of baseline power outage activity, impacting demand for our residential products and resulting in quarterly net sales being more evenly distributed compared to our historical averages.
Acquisitions. Over the years, we have executed a number of acquisitions that support our strategic plan. A summary of the recent acquisitions can be found in Note 1, “Description of Business and Basis of Presentation,” to the condensed consolidated financial statements in Item 1 of this Quarterly Report on Form 10-Q and in Item 8 (Note 1, “Description of Business”) of the Annual Report on Form 10-K for the year ended December 31, 2025.
Factors Influencing Interest Expense
Interest expense can be impacted by a variety of factors, including market fluctuations in SOFR, interest rate election periods, interest rate swap agreements, repayments or borrowings of indebtedness, and amendments to our credit agreements. Refer to Note 13, “Credit Agreements,” to the condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q for further information. The year-over-year decrease in interest expense in the current period was primarily driven by lower borrowings and lower interest rates compared to the prior year period.
On July 1, 2025, we amended our Term Loan A Facility and Revolving Credit Facility, extending the maturity of both to July 1, 2030, revising the Term Loan A Facility outstanding principal balance to $700,000, reducing the Revolving Credit Facility borrowing capacity to $1,000,000, and redefining the Term Benchmark to replace the Adjusted Term SOFR Rate with the Term SOFR Rate, resulting in an interest rate reduction of 0.10%.
Factors Influencing Provision for Income Taxes and Cash Income Taxes Paid
The effective income tax rates for the nine months ended September 30, 2026 and 2025 were 24.3% and 18.3%, respectively. The increase in effective tax rate was primarily related to certain favorable discrete items in the prior year period that did not repeat in the current year period.
On July 4, 2025, the United States signed the OBBBA into law. This legislation makes permanent several key provisions of the Tax Cuts and Jobs Act, including 100% bonus depreciation and the immediate expensing of domestic research and development costs. Under ASC 740, “Income Taxes,” the effects of changes in tax laws are reflected in the Company’s financial statements in the quarter in which the legislation was passed. We continue to expect significant cash tax savings from the bonus depreciation and domestic research and development expensing. These changes did not have a material impact on our effective income tax rate for the nine months ended September 30, 2026 or the estimated annual effective income tax rate for 2026 as the changes relate to temporary differences in basis.
In January 2026, the Organization for Economic Cooperation and Development (OECD) released a new package of administrative guidance that effectively deems the United States tax system as compliant with Pillar Two, which is expected to eliminate additional top-up taxes across our global operations. This updated guidance package does not exempt us from Qualified Domestic Minimum Top-Up Taxes in foreign jurisdictions. As a result, we expect our cash taxes paid to remain subject to local minimum tax regimes where applicable. There was no impact to our financial results during the quarter as a result of this guidance, and we do not expect the rules to have a material impact on our effective income tax rate for the year. We continue to monitor OECD and foreign jurisdictions developments and will update our future tax provisions accordingly.
Results of Operations
Three months ended September 30, 2026, compared to the three months ended September 30, 2025
The following table sets forth our consolidated statements of operations information for the periods indicated:
| Three Months Ended September 30, |
||||||||||||||||
| (U.S. Dollars in thousands) |
2026 |
2025 |
$ Change |
% Change |
||||||||||||
| Net sales |
$ | 1,294,779 | $ | 1,114,353 | $ | 180,426 | 16.2 | % | ||||||||
| Costs of goods sold |
778,738 | 687,431 | 91,307 | 13.3 | % | |||||||||||
| Gross profit |
516,041 | 426,922 | 89,119 | 20.9 | % | |||||||||||
| Operating expenses: |
||||||||||||||||
| Selling and service |
174,874 | 145,104 | 29,770 | 20.5 | % | |||||||||||
| Research and development |
63,832 | 60,059 | 3,773 | 6.3 | % | |||||||||||
| General and administrative |
88,134 | 93,748 | (5,614 | ) | -6.0 | % | ||||||||||
| Amortization of intangible assets |
28,618 | 24,932 | 3,686 | 14.8 | % | |||||||||||
| Total operating expenses |
355,458 | 323,843 | 31,615 | 9.8 | % | |||||||||||
| Income from operations |
160,583 | 103,079 | 57,504 | 55.8 | % | |||||||||||
| Total other expense, net |
(17,436 | ) | (24,741 | ) | 7,305 | 29.5 | % | |||||||||
| Income before provision for income taxes |
143,147 | 78,338 | 64,809 | 82.7 | % | |||||||||||
| Provision for income taxes |
34,198 | 11,758 | 22,440 | 190.8 | % | |||||||||||
| Net income |
108,949 | 66,580 | 42,369 | 63.6 | % | |||||||||||
| Net (loss) income attributable to noncontrolling interests |
(275 | ) | 419 | (694 | ) | -165.6 | % | |||||||||
| Net income attributable to Generac Holdings Inc. |
$ | 109,224 | $ | 66,161 | $ | 43,063 | 65.1 | % | ||||||||
Segment Results of Operations
On March 25, 2026, we announced our plan to reorganize our two reportable segments to better align the organization and our reporting with our enterprise strategy, effective March 31, 2026 (the Reorganization). Prior to the Reorganization, our reportable segments were Domestic and International. As a result of the Reorganization, our new reportable segments are Residential and C&I. The Residential segment consists of the former Domestic segment, excluding the domestic C&I operations. The C&I segment consists of the domestic C&I operations with the addition of the operations of the former International segment.
Segment financial information for the prior periods has been recast to conform to the current presentation.
The following tables set forth our reportable segment information for the periods indicated:
| Net Sales |
||||||||||||||||
| Three Months Ended September 30, |
||||||||||||||||
| (U.S. Dollars in thousands) |
2026 |
2025 |
$ Change |
% Change |
||||||||||||
| Residential |
$ | 742,655 | $ | 681,972 | $ | 60,683 | 8.9 | % | ||||||||
| Commercial & Industrial |
552,124 | 432,381 | 119,743 | 27.7 | % | |||||||||||
| Total net sales |
$ | 1,294,779 | $ | 1,114,353 | $ | 180,426 | 16.2 | % | ||||||||
| 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 | 51 | 432,432 | ||||||||||||||||||
| Intercompany eliminations |
- | (2,308 | ) | (2,308 | ) | - | (3,036 | ) | (3,036 | ) | ||||||||||||||
| Total net sales |
$ | 1,294,779 | $ | - | $ | 1,294,779 | $ | 1,114,353 | $ | - | $ | 1,114,353 | ||||||||||||
| Adjusted EBITDA |
||||||||||||||||
| Three Months Ended September 30, |
||||||||||||||||
| 2026 |
2025 |
$ Change |
% Change |
|||||||||||||
| Residential |
$ | 200,792 | $ | 160,176 | $ | 40,616 | 25.4 | % | ||||||||
| Commercial & Industrial |
69,292 | 43,767 | 25,525 | 58.3 | % | |||||||||||
| Corporate and eliminations |
(13,867 | ) | (10,728 | ) | (3,139 | ) | NM | |||||||||
| Total Adjusted EBITDA |
$ | 256,217 | $ | 193,215 | $ | 63,002 | 32.6 | % | ||||||||
Net sales. 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 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.
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.
Overall, net contribution from non-annualized acquisitions & divestitures for the third quarter of 2026 was $12.8 million, primarily in the Commercial & Industrial segment.
Gross profit. 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. 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.
Other Expense. The reduction in other expense, net was driven primarily by lower interest expense, higher investment income, and a smaller loss from the change in fair value of our investment in warrants and equity securities of Wallbox N.V., as well as the absence of a loss on refinancing of debt that was recorded in the prior year quarter.
Provision for income taxes. 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. The increase in effective tax rate was primarily related to certain favorable discrete items in the prior year period that did not repeat in the current year period.
Net income attributable to Generac Holdings Inc. Net income attributable to the Company during the third quarter was $109.2 million, or $1.83 per share, as compared to $66.2 million, or $1.12 per share, for the same period of 2025.
Adjusted EBITDA. Adjusted EBITDA for the Commercial & Industrial 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.
Adjusted EBITDA for the Residential 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.
Adjusted Net Income. Adjusted net income attributable to the Company, as defined in the accompanying non-GAAP measures reconciliation schedules, was $151.1 million, or $2.54 per share, as compared to $108.4 million, or $1.83 per share, in the third quarter of 2025. This increase was primarily driven by higher net income in the current period as outlined above together with changes in certain add-back items.
See “Non-GAAP Measures” for a discussion of how we calculate Adjusted EBITDA and Adjusted Net Income and the limitations on their usefulness.
Nine months ended September 30, 2026, compared to the nine months ended September 30, 2025
The following table sets forth our consolidated statements of operations information for the periods indicated:
| Nine Months Ended September 30, |
||||||||||||||||
| (U.S. Dollars in thousands) |
2026 |
2025 |
$ Change |
% Change |
||||||||||||
| Net sales |
$ | 3,527,654 | $ | 3,117,643 | $ | 410,011 | 13.2 | % | ||||||||
| Costs of goods sold |
2,079,566 | 1,901,986 | 177,580 | 9.3 | % | |||||||||||
| Gross profit |
1,448,088 | 1,215,657 | 232,431 | 19.1 | % | |||||||||||
| Operating expenses: |
||||||||||||||||
| Selling and service |
440,125 | 410,664 | 29,461 | 7.2 | % | |||||||||||
| Research and development |
192,269 | 182,461 | 9,808 | 5.4 | % | |||||||||||
| General and administrative |
237,574 | 247,924 | (10,350 | ) | -4.2 | % | ||||||||||
| Amortization of intangible assets |
89,813 | 76,102 | 13,711 | 18.0 | % | |||||||||||
| Total operating expenses |
959,781 | 917,151 | 42,630 | 4.6 | % | |||||||||||
| Income from operations |
488,307 | 298,506 | 189,801 | 63.6 | % | |||||||||||
| Total other expense, net |
(58,695 | ) | (71,802 | ) | 13,107 | 18.3 | % | |||||||||
| Income before provision for income taxes |
429,612 | 226,704 | 202,908 | 89.5 | % | |||||||||||
| Provision for income taxes |
104,541 | 41,416 | 63,125 | 152.4 | % | |||||||||||
| Net income |
325,071 | 185,288 | 139,783 | 75.4 | % | |||||||||||
| Net (loss) income attributable to noncontrolling interests |
(650 | ) | 1,271 | (1,921 | ) | -151.1 | % | |||||||||
| Net income attributable to Generac Holdings Inc. |
$ | 325,721 | $ | 184,017 | $ | 141,704 | 77.0 | % | ||||||||
Segment Results of Operations
As communicated earlier, we changed our reportable segments effective March 31, 2026. Segment financial information for the prior periods has been recast to conform to the current presentation.
The following tables set forth our reportable segment information for the periods indicated:
| Net Sales |
||||||||||||||||
| Nine Months Ended September 30, |
||||||||||||||||
| (U.S. Dollars in thousands) |
2026 |
2025 |
$ Change |
% Change |
||||||||||||
| Residential |
$ | 1,908,993 | $ | 1,855,681 | $ | 53,312 | 2.9 | % | ||||||||
| Commercial & Industrial |
1,618,661 | 1,261,962 | 356,699 | 28.3 | % | |||||||||||
| Total net sales |
$ | 3,527,654 | $ | 3,117,643 | $ | 410,011 | 13.2 | % | ||||||||
| 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 | 51 | 1,262,013 | ||||||||||||||||||
| Intercompany eliminations |
- | (9,467 | ) | (9,467 | ) | - | (12,708 | ) | (12,708 | ) | ||||||||||||||
| Total net sales |
$ | 3,527,654 | $ | - | $ | 3,527,654 | $ | 3,117,643 | $ | - | $ | 3,117,643 | ||||||||||||
| Adjusted EBITDA |
||||||||||||||||
| Nine Months Ended September 30, |
||||||||||||||||
| 2026 |
2025 |
$ Change |
% Change |
|||||||||||||
| Residential |
$ | 554,766 | $ | 418,189 | $ | 136,577 | 32.7 | % | ||||||||
| Commercial & Industrial |
217,308 | 142,455 | 74,853 | 52.5 | % | |||||||||||
| Corporate and eliminations |
(31,652 | ) | (30,254 | ) | (1,398 | ) | NM | |||||||||
| Total Adjusted EBITDA |
$ | 740,422 | $ | 530,390 | $ | 210,032 | 39.6 | % | ||||||||
Net sales. Commercial & Industrial segment total sales increased approximately 28% to $1,619.6 million from $1,262.0 million in the prior year, including an approximate 6% net favorable impact from the combination of acquisitions, divestitures, and foreign currency. The total sales growth for the segment was primarily driven by ramping revenue from products sold to global data center customers, increased shipments to rental channel customers, and higher sales of our controls solutions to the global power generation market, partially offset by lower sales to domestic industrial distributor customers.
Residential segment total sales increased approximately 3% to $1,917.5 million as compared to $1,868.3 million in the prior year. This sales increase was primarily driven by higher home standby and portable generator shipments, partially offset by a decline in energy storage system sales.
Overall, net contribution from non-annualized acquisitions & divestitures for the first nine months of 2026 was $46.7 million, primarily in the Commercial & Industrial segment.
Gross profit. Gross profit margin was 41.0% as compared to 39.0% in the prior year period. The increase was primarily driven by tariff refunds, which contributed approximately 2% to gross margin growth during the period, as well as lower tariff rates and favorable price/cost impacts. This increase was partially offset by unfavorable sales mix and higher input costs.
Operating Expenses. Operating expenses increased $42.6 million, or 5%, compared to the prior year period. The increase was primarily driven by increased operating expense investments to support future C&I growth, higher intangible asset amortization, higher marketing spend, and increased incentive compensation expense, partially offset by lower legal expense in the current year period.
Other Expense. The reduction in other expense, net was driven primarily by an increase in the fair value of our investment in warrants and equity securities of Wallbox N.V. as well as lower interest expense and higher investment income, partially offset by the loss related to four immaterial business dispositions during the period.
Provision for income taxes. Provision for income taxes for the nine months ended was $104.5 million, or an effective tax rate of 24.3%, as compared to $41.4 million, or a 18.3% effective tax rate, for the prior-year comparable period. The increase in effective tax rate was primarily related to certain favorable discrete items in the prior year period that did not repeat in the current year period.
Net income attributable to Generac Holdings Inc. Net income attributable to the Company during the first nine months was $325.7 million, or $5.48 per share, as compared to $184.0 million, or $3.10 per share, for the same period of 2025.
Adjusted EBITDA. Adjusted EBITDA for the Commercial & Industrial segment, before deducting for noncontrolling interests, was $217.3 million, or 13.4% of C&I total sales, as compared to $142.5 million, or 11.3% of total sales, in the prior year. This increase was primarily driven by tariff refunds as well as the net accretive impact of acquisitions and divestitures and improved operating leverage on higher shipment volumes, partially offset by strategic operating expense investments to support future growth.
Adjusted EBITDA for the Residential segment was $554.8 million, or 28.9% of Residential segment total sales, as compared to $418.2 million, or 22.4% of Residential sales, in the prior year. This increase was primarily driven by tariff refunds as well as favorable price/cost impacts, favorable sales mix, and operational efficiencies resulting in lower operating expenses.
Adjusted Net Income. Adjusted net income attributable to the Company, as defined in the accompanying non-GAAP measures reconciliation schedules, was $431.5 million in the current year first nine months as compared to $281.1 million in the prior year. This increase was primarily driven by higher net income in the current period as outlined above together with changes in certain add-back items.
See “Non-GAAP Measures” for a discussion of how we calculate Adjusted EBITDA and Adjusted Net Income and the limitations on their usefulness.
Liquidity and Financial Condition
Our primary cash requirements include payment for raw materials and components, salaries and benefits, facility and lease costs, operating expenses, interest and principal payments on debt, and capital expenditures. We finance our operations primarily from cash flow generated from operations and, if necessary, borrowings under our revolving credit facility.
On July 1, 2025, we amended our Original Tranche A Term Loan Facility and Original Revolving Facility (Prior Amended Credit Agreement), extending the maturity of both to July 1, 2030, revising the Original Tranche A Term Loan Facility outstanding principal balance to $700 million (New Tranche A Term Loan Facility), reducing the Original Revolving Facility borrowing capacity to $1 billion (New Revolving Facility) (collectively the New Credit Agreements) and redefining the Term Benchmark (as defined in the Prior Amended Credit Agreement) to replace the Adjusted Term SOFR Rate (as defined in the Prior Amended Credit Agreement) with the Term SOFR Rate (as defined in the New Credit Agreements), resulting in an interest rate reduction of 0.10%. The New Tranche A Term Loan Facility is repayable in increasing quarterly installments over time, equal to 0.625% to 2.50% of the original principal amount, beginning on October 1, 2026. The New Tranche A Term Loan Facility and the New Revolving Facility bear interest at a rate based on SOFR plus an applicable margin between 1.25% and 1.75%, both based on our total leverage ratio and subject to a SOFR floor of 0.0%. As of September 30, 2026, the interest rate for the New Tranche A Term Loan Facility and the New Revolving Facility was 4.93%.
As of September 30, 2026, there was $490.0 million outstanding under the Term Loan B Facility, $700.0 million outstanding under the New Tranche A Term Loan Facility, and no borrowings on the New Revolving Facility, leaving $994.1 million of unused capacity, net of outstanding letters of credit.
The Term Loan B Facility bears interest at the adjusted SOFR rate plus an applicable margin of 1.75%, subject to a SOFR floor of 0.0%. As of September 30, 2026, the interest rate for the Term Loan B Facility was 5.43%. The Term Loan B Facility does not require an Excess Cash Flow payment (as defined in the Term Loan B Facility credit agreement) if our net secured leverage ratio is maintained below 3.75 to 1.00. As of September 30, 2026, our net secured leverage ratio was 0.99 to 1.00, and we were in compliance with all covenants of the facility. There are no financial maintenance covenants on the Term Loan B Facility.
The New Tranche A Term Loan Facility and the New Revolving Facility contain certain financial covenants that require us to maintain a total leverage ratio below 3.75 to 1.00, as well as an interest coverage ratio above 3.00 to 1.00. As of September 30, 2026, our total leverage ratio was 1.05 to 1.00, and our interest coverage ratio was 17.93 to 1.00. We were also in compliance with all other covenants of the New Credit Agreements as of September 30, 2026.
On February 12, 2024, our Board of Directors approved a stock repurchase program that allowed for the repurchase of up to $500.0 million of our common stock over a twenty-four-month period. Additionally, on February 9, 2026, our Board of Directors approved a new stock repurchase program that allows for the repurchase of up to $500.0 million of our common stock over the next twenty-four months. The new program replaced the prior share repurchase program, which had approximately $199.3 million remaining available for repurchase when the new program was approved. Pursuant to the approved program, we may repurchase our common stock from time to time, in amounts and at prices we deem appropriate, subject to market conditions and other considerations. The repurchases may be executed using a combination of Rule 10b5-1 trading plans, open market purchases, privately negotiated agreements, or other transactions. The actual timing, number and value of shares repurchased under the program will be determined by management at its discretion and in compliance with the terms of our credit agreements. The repurchases may be funded with cash on hand, available borrowings, or proceeds from potential debt or other capital markets sources. The stock repurchase program may be suspended or discontinued at any time without prior notice. As of September 30, 2026, the remaining unused buyback authorization under the current program was $500 million.
See Note 13, “Credit Agreements,” and Note 14, "Stock Repurchase Program," to the condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q for more information on our credit agreements and stock repurchase programs.
We have an arrangement with a finance company to provide floor plan financing for qualifying dealers. This arrangement provides liquidity for our dealers by financing dealer purchases of Generac products with credit availability from the finance company. We receive payment from the finance company after shipment of product to the dealer, and our dealers are given a longer period of time to pay the finance company. If our dealers do not pay the finance company, we may be required to repurchase the applicable inventory held by the dealer. We do not indemnify the finance company for any credit losses they may incur. Total dealer purchases financed under this arrangement accounted for approximately 12% of net sales for both the nine months ended September 30, 2026 and 2025. The amount financed by dealers which remained outstanding under this arrangement was $181.7 million and $149.7 million as of September 30, 2026, and December 31, 2025, respectively.
Long-term Liquidity
As of September 30, 2026, we had total liquidity of $1,387.8 million which consists of $393.7 million of cash and cash equivalents and $994.1 million of availability under our New Revolving Facility.
We believe our cash and cash equivalents, cash flow from operations, and availability under our New Revolving Facility and other short-term lines of credit will provide us with sufficient capital to continue to run our operations. We may use a portion of our cash flow for debt repayments and common stock buybacks, impacting the amount available for working capital, capital expenditures, acquisitions, and other general corporate purposes. As we continue to expand our business, we may require additional capital to fund other initiatives that could potentially drive incremental shareholder value.
Cash Flow
Nine months ended September 30, 2026, compared to the nine months ended September 30, 2025
The following table summarizes our cash flows by category for the periods presented:
| Nine Months Ended September 30, |
||||||||||||||||
| (U.S. Dollars in thousands) |
2026 |
2025 |
$ Change |
% Change |
||||||||||||
| Net cash provided by operating activities |
$ | 411,485 | $ | 248,719 | $ | 162,766 | 65.4 | % | ||||||||
| Net cash used in investing activities |
(312,802 | ) | (115,533 | ) | (197,269 | ) | -170.7 | % | ||||||||
| Net cash used in financing activities |
(45,450 | ) | (121,294 | ) | 75,844 | 62.5 | % | |||||||||
| Effect of foreign exchange rate changes on cash and cash equivalents |
(975 | ) | 6,840 | (7,815 | ) | -114.3 | % | |||||||||
| Net increase in cash and cash equivalents |
$ | 52,258 | $ | 18,732 | $ | 33,526 | 179.0 | % | ||||||||
The increase in operating cash flows for the nine months ended September 30, 2026 was driven by higher operating earnings, coupled with a larger decrease in working capital in the current year as compared to the prior year, and cash receipts from tariff refunds totaling approximately $91.1 million.
The $312.8 million net cash used in investing activities for the nine months ended September 30, 2026 represents cash payments of $126.9 million related to the purchase of property and equipment, $211.7 million for acquisitions of businesses, net of cash acquired, and $0.4 million of other investing activities. The cash payments for investing activities were partially offset by $23.7 million of proceeds from sale of businesses, net of cash disposed and $2.6 million of proceeds from the sale of a long-term investment.
The $115.5 million net cash used in investing activities for the nine months ended September 30, 2025 primarily represents cash payments of $110.5 million related to the purchase of property and equipment, $3.0 million for the purchase of long-term investments, and $2.0 million related to other investing activities.
The $45.5 million net cash used in financing activities for the nine months ended September 30, 2026 included proceeds of $33.9 million from short-term borrowings, $84.4 million from long-term borrowings, and $10.5 million from the exercise of stock options. These cash proceeds were more than offset by $131.2 million of debt repayments ($32.0 million of short-term borrowings and $99.2 million of long-term borrowings and finance lease obligations), $39.4 million for taxes paid related to equity awards, $1.0 million for payments of deferred acquisition consideration, and $2.7 million payment of contingent acquisition consideration.
The $121.3 million net cash used in financing activities for the nine months ended September 30, 2025 primarily represents proceeds of $30.9 million from short-term borrowings, $134.7 million from long-term borrowings, $1.0 million of contributions received from the noncontrolling interest holder of a subsidiary, and $4.2 million from the exercise of stock options. These cash proceeds were more than offset by $123.0 million of debt repayments ($47.3 million of short-term borrowings and $75.7 million of long-term borrowings and finance lease obligations), $147.9 million of share repurchases, $5.3 million of debt issuance costs, $2.7 million payment of contingent acquisition consideration, and $12.9 million for taxes paid related to equity awards.
Contractual Obligations
There have been no material changes to our contractual obligations between the February 18, 2026, filing of our Annual Report on Form 10-K for the year ended December 31, 2025, and September 30, 2026, except for the changes in outstanding borrowings and interest rates as discussed in Note 13, “Credit Agreements,” to the condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.
Critical Accounting Policies and Estimates
As discussed in our Annual Report on Form 10-K for the year ended December 31, 2025, in preparing the financial statements in accordance with GAAP, management is required to make estimates and assumptions that have an impact on the asset, liability, revenue and expense amounts reported. These estimates can also affect supplemental information disclosures of the Company, including information about contingencies, risk and financial condition. The Company believes, given current facts and circumstances, its estimates and assumptions are reasonable, adhere to U.S. GAAP, and are consistently applied. Inherent in the nature of an estimate or assumption is the fact that actual results may differ from estimates, and estimates may vary as new facts and circumstances arise. The Company makes routine estimates and judgments in determining net realizable value of accounts receivable, inventories, property and equipment, prepaid expenses, product warranties and other reserves. Management believes our most critical accounting estimates and assumptions are in the following areas: goodwill and other indefinite-lived intangible asset impairment assessment; and income taxes.
Other than the changes described within Note 9, "Goodwill," to the condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q, there have been no material changes in our critical accounting policies since the February 18, 2026, filing of our Annual Report on Form 10-K for the year ended December 31, 2025.
Non-GAAP Measures
Adjusted EBITDA
To supplement our condensed 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 before noncontrolling interests adjusted for the following items: interest expense, depreciation expense, amortization of intangible assets, income tax expense, 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 other 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 not part of the ordinary routine litigation or regulatory matters incidental to the Company's business, including but not limited to class action lawsuits, government inquiries, and certain intellectual property litigation. The adjustments to net income 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 New and Prior Credit Agreements.
We view Adjusted EBITDA as a key measure of our performance. We present Adjusted EBITDA not only due to its importance for purposes of our credit agreements, but also because it assists us in comparing our performance across reporting periods on a consistent basis as it excludes certain items that we do not believe are indicative of our core operating performance. Our management uses Adjusted EBITDA:
| • |
for planning purposes, including the preparation of our annual operating budget and developing and refining our internal projections for future periods; |
| • |
to allocate resources to enhance the financial performance of our business; |
| • |
as a target for the determination of the bonus component of compensation for our senior executives under our management incentive plan, as described further in our proxy statement; |
| • |
to evaluate the effectiveness of our business strategies and as a tool in evaluating our performance against our budget for each period; and |
| • |
in communications with our Board of Directors and investors concerning our financial performance. |
We believe Adjusted EBITDA is used by securities analysts, investors and other interested parties in the evaluation of the Company. Management believes the disclosure of Adjusted EBITDA offers an additional financial metric that, when coupled with results prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and the reconciliation to U.S. GAAP results, provides a more complete understanding of our results of operations and the factors and trends affecting our business. We believe Adjusted EBITDA is useful to investors for the following reasons:
| • |
Adjusted EBITDA 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; |
| • |
investors can use Adjusted EBITDA as a supplemental measure to evaluate the overall operating performance of our Company, including our ability to service our debt and other cash needs; and |
| • |
by comparing our Adjusted EBITDA in different historical periods, our investors can evaluate our operating performance excluding the impact of items described below. |
The adjustments included in the reconciliation table listed below are presented to illustrate the operating performance of our business in a manner consistent with the presentation used by our management and Board of Directors. These adjustments eliminate the impact of a number of items that:
| • |
we do not consider indicative of our ongoing operating performance, such as non-cash write-downs and other charges, non-cash gains, write-offs relating to the retirement of debt, severance costs and other restructuring-related business optimization expenses, certain other specific provisions, and mark-to-market gains and losses on a minority investment; |
| • |
we believe to be akin to, or associated with, interest expense, such as administrative agent fees, revolving credit facility commitment fees and letter of credit fees; |
| • |
are non-cash in nature, such as share-based compensation; or |
|
| • | 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, including but not limited to large suits and settlements, class action lawsuits, government inquiries, and certain intellectual property litigation. |
We explain in more detail in the footnotes to the table below, why we believe these adjustments are useful in calculating Adjusted EBITDA as a measure of our operating performance.
Adjusted EBITDA does not represent, and should not be a substitute for, net income or cash flows from operations as determined in accordance with U.S. GAAP. Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under U.S. GAAP. Some of the limitations are:
| • |
Adjusted EBITDA does not reflect our capital expenditures, or future requirements for capital expenditures or contractual commitments; |
| • |
Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; |
| • |
Adjusted EBITDA does not reflect interest expense, or the cash requirements necessary to service interest or principal payments on our debt; |
| • |
although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements; |
| • |
several of the adjustments that we use in calculating Adjusted EBITDA, such as non-cash write-downs and other charges, while not involving cash expense, do have a negative impact on the value of our assets as reflected in our consolidated balance sheet prepared in accordance with U.S. GAAP; and |
| • |
other companies may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure. |
Furthermore, as noted above, one of our uses of Adjusted EBITDA is as a target for determining elements of compensation for our senior executives. At the same time, some or all of these senior executives have responsibility for monitoring our financial results, generally including the adjustments in calculating Adjusted EBITDA (subject ultimately to review by our Board in the context of the Board's review of our financial statements). While many of the adjustments (for example, transaction costs and credit facility fees), involve mathematical application of items reflected in our financial statements, others involve a degree of judgment and discretion. While we believe all of these adjustments are appropriate, and while the calculations are subject to review by our Board in the context of the Board's review of our financial statements, and certification by our Chief Financial Officer in a compliance certificate provided to the lenders under our New and Prior Credit Agreements, this discretion may be viewed as an additional limitation on the use of Adjusted EBITDA as an analytical tool.
Because of these limitations, Adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our U.S. GAAP results and using Adjusted EBITDA only supplementally.
The following table presents a reconciliation of net income to Adjusted EBITDA attributable to Generac Holdings Inc.:
| Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| (U.S. Dollars in thousands) |
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 (a) |
(761 | ) | 2,831 | 311 | 4,973 | |||||||||||
| Non-cash share-based compensation expense (b) |
13,042 | 12,751 | 40,489 | 39,111 | ||||||||||||
| Transaction costs and credit facility fees (c) |
2,649 | 827 | 6,474 | 2,591 | ||||||||||||
| Business optimization and other charges (d) |
599 | 368 | 4,103 | 5,385 | ||||||||||||
| Provision for legal, regulatory, and other costs (e) |
20,169 | 23,208 | 22,424 | 31,870 | ||||||||||||
| Change in fair value of investments (f) |
3,021 | 5,667 | (1,521 | ) | 17,138 | |||||||||||
| Loss on refinancing of debt (g) |
- | 1,225 | - | 1,225 | ||||||||||||
| Other (h) |
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 | ||||||||
(a) Represents the following non-cash charges, gains, and other adjustments: 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. We believe that adjusting net income for these items is useful for the following reasons:
• The gains/losses on disposals of assets and sales of certain investments result from the sale of assets that are no longer useful in our business and therefore represent gains/losses that are not from our core operations;
• The adjustments for unrealized mark-to-market gains and losses on commodity contracts represent non-cash items to reflect changes in the fair value of forward contracts that have not been settled or terminated. We believe it is useful to adjust net income for these items because the charges do not represent a cash outlay in the period in which the charge is incurred, although Adjusted EBITDA must always be used together with our U.S. GAAP statements of comprehensive income and cash flows to capture the full effect of these contracts on our operating performance; and
•The purchase accounting adjustments represent non-cash items to reflect fair value of certain assets at the date of acquisition, and therefore do not reflect our ongoing operations. Fair value adjustments to contingent consideration obligations related to business acquisitions are added back as they are akin to purchase price.
(b) Represents share-based compensation expense to account for stock options, restricted stock, and other stock awards over their respective vesting periods.
(c) 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 Prior and New Credit Agreement.
(d) Represents severance and other restructuring charges related to the consolidation of certain operating facilities and organizational functions.
(e) 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
|
||||||||
(f) Represents non-cash gains and losses primarily from changes in the fair value of the Company's investment in Wallbox N.V. warrants and equity securities.
(g) 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.
(h) 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.
Adjusted Net Income
To further supplement our condensed consolidated financial statements in accordance with U.S. GAAP, we provide the computation of Adjusted Net Income attributable to the Company, which is defined as net income 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 other 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, as set forth in the reconciliation table below.
We believe Adjusted Net Income is used by securities analysts, investors and other interested parties in the evaluation of our company’s operations. Management believes the disclosure of Adjusted Net Income offers an additional financial metric that, when used in conjunction with U.S. GAAP results and the reconciliation to U.S. GAAP results, provides a more complete understanding of our ongoing results of operations, and the factors and trends affecting our business.
The adjustments included in the reconciliation table listed below are presented to illustrate the operating performance of our business in a manner consistent with the presentation used by investors and securities analysts. Similar to the Adjusted EBITDA reconciliation, these adjustments eliminate the impact of a number of items we do not consider indicative of our ongoing operating performance or cash flows, such as amortization costs, transaction costs and write-offs relating to the retirement of debt.
Similar to Adjusted EBITDA, Adjusted Net Income does not represent, and should not be a substitute for, net income or cash flows from operations as determined in accordance with U.S. GAAP. Adjusted Net Income has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under U.S. GAAP. Some of the limitations are:
| • |
Adjusted Net Income does not reflect changes in, or cash requirements for, our working capital needs; |
| • |
although amortization is a non-cash charge, the assets being amortized may have to be replaced in the future, and Adjusted Net Income does not reflect any cash requirements for such replacements; and |
| • |
other companies may calculate Adjusted Net Income differently than we do, limiting its usefulness as a comparative measure. |
The following table presents a reconciliation of net income to Adjusted Net Income attributable to Generac Holdings Inc.:
| Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| (U.S. Dollars in thousands, except share and per share data) |
2026 |
2025 |
2026 |
2025 |
||||||||||||
| Net income attributable to Generac Holdings Inc. |
$ | 109,224 | $ | 66,161 | $ | 325,721 | $ | 184,017 | ||||||||
| Net 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 (a) |
2,172 | 204 | 5,432 | 656 | ||||||||||||
| Loss attributable to business or asset dispositions (c) |
485 | - | 18,723 | 4,295 | ||||||||||||
| Business optimization and other charges (b) |
599 | 368 | 4,103 | 5,385 | ||||||||||||
| Provision for legal, regulatory, and other costs (b) |
20,169 | 23,208 | 22,424 | 31,870 | ||||||||||||
| Change in fair value of investments (b) |
3,021 | 5,667 | (1,521 | ) | 17,138 | |||||||||||
| Loss on refinancing of debt (b) |
- | 1,225 | - | 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 per common share attributable to Generac Holdings Inc. - 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 | ||||||||||||
(a) 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.
(b) See reconciliation of net income to Adjusted EBITDA attributable to Generac Holdings Inc. above.
(c) 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.
New Accounting Standards
Refer to Note 1, “Description of Business and Basis of Presentation,” to the condensed consolidated financial statements for further information on the new accounting standards applicable to the Company.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Refer to Note 4, “Derivative Instruments and Hedging Activities,” to the condensed consolidated financial statements for a discussion of the Wallbox warrant derivative instruments, changes in commodity, currency and interest rate related risks, and other hedging activities. Otherwise, there have been no material changes in market risk from the information provided in Item 7A (Quantitative and Qualitative Disclosures About Market Risk) of our Annual Report on Form 10-K for the year ended December 31, 2025.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) or 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.
Changes in Internal Control Over Financial Reporting
There have been no changes during the three months ended September 30, 2026 in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
There have been no material changes in our risk factors since the February 18, 2026, filing of our Annual Report on Form 10-K for the year ended December 31, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table summarizes the stock repurchase activity for the three months ended September 30, 2026, which consisted of the withholding of shares upon the vesting of restricted stock awards to pay related withholding taxes on behalf of the recipient:
| Total Number of Shares Purchased |
Average Price Paid per Share |
Total Number Of Shares Purchased As Part Of Publicly Announced Plans Or Programs |
Approximate Dollar Value Of Shares That May Yet Be Purchased Under The Plans Or Programs |
|||||||||||||
| 07/01/2026 – 07/31/2026 | 92 | $ | 276.30 | - | $ | 500,000,000 | ||||||||||
| 08/01/2026 – 08/31/2026 | - | - | - | $ | 500,000,000 | |||||||||||
| 09/01/2026 – 09/30/2026 | 14,295 | $ | 181.22 | - | $ | 500,000,000 | ||||||||||
| Total |
14,387 | $ | 181.83 | - | ||||||||||||
For equity compensation plan information, please refer to our Annual Report on Form 10-K for the year ended December 31, 2025. For information on the Company’s stock repurchase plans, refer to Note 14, “Stock Repurchase Program,” to the condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
During the three months ended September 30, 2026, director or officer of the Company adopted, modified or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.
| Exhibits |
Description |
|
| 4.1+ | Warrant to Purchase Common Stock, dated as of September 16, 2026, by and between Generac Holdings Inc. and Amazon.com NV Investment Holdings LLC (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 16, 2026). | |
| 10.1+ | Transaction Agreement, dated as of September 16, 2026, by and between Generac Holdings Inc. and Amazon.com, Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 16, 2026). | |
| 31.1* |
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| 31.2* |
||
| 32.1** |
||
| 32.2** |
||
| 101* |
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 formatted in Inline eXtensible Business Reporting Language (iXBRL): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Statements of Stockholders’ Equity, (iv) the Condensed Consolidated Statements of Cash Flows, and (v) related Notes to Condensed Consolidated Financial Statements. |
|
| 104 |
The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 formatted as inline XBRL (included in Exhibit 101). |
|
| * | Filed herewith. |
| ** |
Furnished herewith |
| + | Certain portions of this document have been redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K. The Company agrees to promptly furnish to the SEC an unredacted copy of the document upon request of the SEC. |
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 thereunto duly authorized.
| Generac Holdings Inc. |
||
| By: |
/s/ York A. Ragen |
|
| York A. Ragen |
||
| Chief Financial Officer |
||
Dated: November 3, 2026
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO
SECURITIES EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a), AS ADOPTED
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Aaron Jagdfeld, certify that:
|
1. |
I have reviewed this quarterly report on Form 10-Q of Generac Holdings Inc.; |
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
4. |
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
c. |
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
d. |
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
|
5. |
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
|
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
|
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
|
Date: November 3, 2026 |
|
|
/s/ Aaron Jagdfeld |
||
|
|
|
|
Name: |
|
Aaron Jagdfeld |
|
|
|
|
Title: |
|
Chief Executive Officer |
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO
SECURITIES EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a), AS ADOPTED
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, York A. Ragen, certify that:
|
1. |
I have reviewed this quarterly report on Form 10-Q of Generac Holdings Inc.; |
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
4. |
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
c. |
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
d. |
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
|
5. |
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
|
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
|
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
| Date: November 3, 2026 |
|
|
/s/ York A. Ragen |
||
|
|
|
|
Name: |
|
York A. Ragen |
|
|
|
|
Title: |
|
Chief Financial Officer |
Exhibit 32.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, as Chief Executive Officer of Generac Holdings Inc. (the “Company”), does hereby certify that to my knowledge:
|
1. |
the Company's quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2026 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
|
2. |
the information contained in the Company's quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2026 fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: November 3, 2026 |
|
|
/s/ Aaron Jagdfeld |
||
|
|
|
|
Name: |
|
Aaron Jagdfeld |
|
|
|
|
Title: |
|
Chief Executive Officer |
Exhibit 32.2
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, as Chief Financial Officer of Generac Holdings Inc. (the “Company”), does hereby certify that to my knowledge:
|
1. |
the Company's quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2026 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
|
2. |
the information contained in the Company's quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2026 fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: November 3, 2026 |
|
|
/s/ York A. Ragen |
||
|
|
|
|
Name: |
|
York A. Ragen |
|
|
|
|
Title: |
|
Chief Financial Officer |