Generac Holdings (GNRC) 10-K risk factor changes: FY2025 vs FY2024

_Decreases in the availability and quality, or increases in the cost, of raw [removed: materials__,_ _key components_ _and labor_ _we] [added: materials, key components and labor we] use to make our products could materially reduce our earnings._

_We depend upon a small number of outside [removed: contract] manufacturers and component suppliers, as well as [added: other] single-source suppliers, for certain products and components, and our business and operations could be disrupted if we encounter problems with these parties._

For certain products we rely upon [removed: contract] [added: outside] manufacturers to build these products or supply these components, including but not limited to certain clean energy products or [removed: components.][added: components and large engines used in data center backup applications.]

Further, the revenues that our [removed: contract manufacturers] [added: suppliers] generate from our orders may represent a relatively small percentage of their overall revenues.

If any of these [removed: contract] manufacturers or component suppliers were unable or unwilling to manufacture or produce our products in required volumes and at high quality levels or renew existing terms under supply agreements, we would have to identify, qualify and select acceptable alternative [removed: contract manufacturers,] [added: suppliers,] which may not be available to us on favorable terms, if at all.

Our reliance on such [removed: contract manufacturers] [added: suppliers] makes us vulnerable to possible capacity constraints and reduced control over component availability, delivery schedules, quality issues, manufacturing yields and costs.

Although we currently maintain product liability insurance coverage, [added: in certain cases] such insurance coverage [added: has not and] may [added: continue to] not be sufficient to cover claims or damage awards or we may not be able to obtain such insurance on acceptable terms in the future, if at all, or obtain insurance that will provide adequate coverage against potential claims.

For example, in July 2024, we received a grant from the U.S. Department of Energy (DOE) to facilitate the installation of residential solar and battery storage systems for disadvantaged Puerto Rican residents [removed: that, if fully realized and not terminated early, would provide up] [added: that the DOE has elected] to [removed: $120 million] [added: stop funding going forward] in [removed: funds over the duration of the five-year award agreement.][added: 2026.]

_Demand [removed: for_ _the] [added: for the] majority [removed: of_ _our] [added: of our] products is [removed: significantl__y] [added: significantly] affected by [removed: unpredictable_ _power_ _outage_ _activity_ _that] [added: unpredictable power outage activity that] can lead to substantial variations in, and uncertainties regarding, our financial results from period to period._

_Demand for our products is significantly affected by durable goods spending by consumers and [removed: businesses__,_ _and] [added: businesses, and] other macroeconomic conditions._

_If we do not forecast demand for our products accurately, we may experience product shortages, delays in product shipment, excess product inventory, difficulties in planning expenses or disputes with suppliers, any of which [removed: may_ _adversely] [added: may adversely] affect our business and financial condition._

_The industries in which we compete are highly competitive, and our failure to compete [removed: successfully_ _could] [added: successfully could] adversely affect our results of operations and financial condition._

_We rely on independent dealers and distribution partners, and the loss of these dealers and distribution partners, or of any of our sales arrangements with significant private [removed: label,_ _national__,] [added: label, national,] retail or equipment rental customers, would adversely affect our business._

On February [removed: 12, 2024,] [added: 9, 2026,] the Company’s Board of Directors (Board) approved the current stock repurchase program that allows for the repurchase of up to $500 million of the Company’s common stock over a twenty-four-month period.

_Increased scrutiny regarding our [removed: sustainability_ _practices] [added: sustainability practices] and reporting could impact our reputation._

_Disruptions caused by labor [removed: dis__putes] [added: disputes] or organized labor activities could harm our business._

These changes include renegotiating and terminating certain existing bilateral or multi-lateral trade agreements, such as the U.S.-Mexico-Canada Agreement, and initiating tariffs on certain foreign goods from a variety of countries and regions, most notably [removed: China.][added: China, India, or the EU.]

In addition, developments in proceedings in any given period [added: have and] may [added: continue to] require us to adjust the loss contingency estimates that we have recorded in our financial statements, record estimates for liabilities or assets previously not susceptible to reasonable estimates or pay cash settlements or judgments.

While we maintain insurance coverage in amounts that we believe are reasonable, we cannot assure we will be able to maintain this insurance on acceptable terms or that this insurance will provide sufficient coverage against potential liabilities that [added: have or] may arise.

_Failures or security breaches of our networks or information technology systems could have an adverse effect on our [removed: business__._][added: business._]

We rely heavily on [removed: information] technology [removed: (IT)] both in our products and services for customers and in our IT systems used to run our business.

These attacks pose a risk to the security of our products, private data, systems and networks and those of our customers, suppliers and third-party service providers, as well as to the confidentiality of our information and the integrity and availability of our [removed: data.][added: data and related systems.]

While we attempt to mitigate these risks through board oversight, hiring additional internal cyber-security professionals to manage [removed: these risks,] [added: risk mitigations,] enhancing controls, due diligence, employee training and communication, third party intrusion testing, system hardening, email and web filters, regular patching, multi-factor authentication, surveillance, encryption, and other measures, we remain vulnerable to [added: inherent risks associated with] information security threats.

We monitor [removed: certain] cyber security threats and vulnerabilities in our systems, and we have experienced [removed: viruses and] attacks targeting our IT systems and networks.

_We [removed: hav__e_ _indebtedness] [added: have indebtedness] which could adversely affect our cash flow and our ability to make payments on our indebtedness._

As of December 31, [removed: 2024,] [added: 2025,] we had total indebtedness of [removed: $1,334.2] [added: $1,333.1] million.

Our Tranche B Term Loan Facility matures on July 3, 2031, and our Tranche A Term Loan Facility as well as our Revolving Facility mature on [removed: June 29, 2027.][added: July 1, 2030.]

As of December 31, [removed: 2024,] [added: 2025,] goodwill and other indefinite-lived intangibles tota led [removed: $1,563.5] [added: $1,594.4] million.

Commitments and Contingencies” [removed: and our discussion of "Non-GAAP measures - Adjusted EBITDA"] in Item [removed: 7] [added: 8] of this Annual Report on Form 10-K.

In fact, in order to avoid the uncertainty of a potential negative jury trial outcome on a products liability injury case, we have agreed to settle at least one such case, which we previously disclosed, in an amount which exceeded our insurance coverage, but which will not have a material adverse impact on our business, results of operations or financial condition.

If we do not continue to strategically advance our product portfolio to maintain our technology leadership, our competitive position could be adversely affected.

On July 4, 2025, the United States enacted the OBBBA, which introduced substantial tax law changes, eliminates or reduces several tax credits and incentives applicable to energy related technologies, which has and may continue to negatively impact our business in the short term.

G_rowth of the data center market is difficult to project and may not be sustaining, and we may not be successful in achieving our growth, revenue, or profitability objectives in the future related to it._

The increasing use and development of artificial intelligence has created significant demand for the build out of data center infrastructure, which includes backup power generation.

While we believe the potential for this business is very promising, the growth and development of this rapidly evolving industry is difficult to project.

Our expectations regarding this market may not prove to be accurate or the market may not be sustainable.

Our operating results may fluctuate moving forward as we develop this business and expand our offering of high output diesel generators.

Our expectations around growth for this market may also place significant demands on our management team and require significant capital investment as well as other resources.

The technical, operational, or general contractual requirements for certain large data center customers or projects can be significant.

Challenges in meeting these requirements, due to evolving project specifications or changing customer or supplier circumstances, or other issues could result in delays, increased costs, reduced revenue, or reputational harm.

Any such issues with our performance under these contracts could materially impact our net sales and operating results.

We may not be able to address these challenges in a cost-effective manner or at all.

If we do not effectively manage our growth, we may not be able to execute on our business plan, respond to competitive pressures, or take advantage of the market opportunities.

All of these could have an impact on our future objectives for growth, revenue, or profitability as well as our financial results and operations.

In particular, during 2025, the U.S. imposed new or increased tariffs and other countries, resulting in the imposition of retaliatory tariffs on the U.S., which increased costs in our supply chain.

[removed: This discussion contains] [added: These] forward-looking [removed: statements,] [added: statements refer to future events and our future financial performance, and are] based on our expectations at the time of filing this Annual Report on Form [removed: 10-K and related to future events and our future financial performance, that involve risks and uncertainties.][added: 10-K.]

[removed: The Company] [added: Generac] provides power generation equipment, energy storage systems, energy management devices & solutions, and other power products [added: and services] serving the residential, [removed: light] commercial, [added: data center, telecom, rental,] and industrial markets.

The [removed: Company continues to expand its] [added: Company’s broad portfolio of] energy technology offerings for homes and businesses [removed: in] [added: enables] its mission to Power a Smarter World and lead the evolution to more resilient, efficient, and [removed: sustainable] [added: innovative] energy solutions.

Business [removed: Drivers and] [added: Drivers and] Operational Factors

Business” of this Annual Report on Form 10-K contains information regarding business drivers, including key mega-trends and strategic growth themes under the subheading [removed: “Mega-Trends,] [added: “Key Mega-Trends and] Strategic Growth [removed: Themes, and Additional Business Drivers.”][added: Themes.”]

We are subject to various [added: other business drivers and] 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.

Acquisitions in recent years have increased our use of advanced electronic components and battery [removed: cells, as well as further expanded our commercial and operational presence outside] [added: cells that can fluctuate in terms] of [removed: the United States.][added: pricing and availability.]

Our international [removed: acquisitions,] [added: 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.

_Seasonality._ Although there is demand for our products throughout the year, in each of the past five years, approximately [removed: 19%] [added: 20%] to 25% of our net sales occurred in the first quarter, [removed: 22%] [added: 23%] to 28% in the second quarter, 24% to [removed: 28%] [added: 27%] in the third [removed: quarter] [added: quarter,] and 23% to [removed: 31%] [added: 29%] in the fourth quarter, with different seasonality depending primarily on the occurrence, timing and severity of [removed: major] power outage activity in each year.

The decrease in interest expense in the current year was primarily driven by lower [removed: borrowings and] [added: borrowings,] lower SOFR interest [removed: rates] [added: rates, and lower interest rate spreads] during the year.

The effective income tax rates for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] were [removed: 22.6%] [added: 18.9%] and [removed: 25.2%,] [added: 22.6%,] respectively.

There was no impact to the financial results of the year ended December 31, [removed: 2024,] [added: 2025,] and we do not expect the rules to have a material impact on our effective tax rate for the following year.

Additionally, we offer other services, including extended warranties, installation, maintenance, [removed: data center and] telecom facility design and build, [removed: remote monitoring,] and [removed: grid services to utilities in certain circumstances.][added: remote monitoring.]

These services accounted for [removed: less than] [added: approximately] 4% of our net sales for the year ended December 31, [removed: 2024.][added: 2025.]

We are not dependent on any one channel or customer for our net sales, with no single customer representing more than [removed: 5%] [added: 4%] of our net sales, and our top ten customers representing [removed: less than 16%] [added: approximately 18%] of our net sales in aggregate for the year ended December 31, [removed: 2024.][added: 2025.]

We design and manufacture air-cooled engines for certain of our generators up to [removed: 26kW,] [added: 28kW,] along with certain liquid-cooled, natural gas engines.

We are also impacted by foreign currency fluctuations [added: and global trade policies] given our global supply chain.

_Research [removed: and_ _development._] [added: and development._] Our research and development expenses include mechanical engineering, electronics engineering, and software development costs and support numerous projects covering all of our product lines.

They also support our connectivity, [removed: grid services,] remote monitoring, and energy management initiatives.

_General and administrative._ Our general and administrative expenses include personnel costs for accounting, information technology, human resources, legal, general and administrative [removed: employees;] [added: employees,] legal and professional services [removed: fees;] [added: fees,] information technology [removed: costs; insurance;] [added: costs, insurance,] travel and entertainment [removed: expense;] [added: expense,] adjustments to contingent acquisition [removed: consideration;] [added: consideration,] share-based compensation [removed: costs;] [added: costs,] and other corporate expenses.

[removed: _Other_ _(Expense)] [added: _Other (Expense)] Income_

Other (expense) income also includes other financial items such as losses on [removed: extinguishment of debt,] [added: debt refinancing,] investment income earned on our cash and cash equivalents, gains/losses on the sale of certain investments, and changes in the fair value of our investment in Wallbox N.V. warrants and equity securities.

A detailed discussion of the year-over-year changes from the Company's fiscal [removed: 2022] [added: 2023] results of operations to fiscal [removed: 2023] [added: 2024] results of operations can be found in the Management's Discussion and Analysis section of the Company's fiscal [removed: 2023] [added: 2024] Annual Report on Form 10-K filed February [removed: 21, 2024.][added: 19, 2025.]

_Year ended December 31, [removed: 2024] [added: 2025] compared to year ended December 31, [removed: 2023_][added: 2024_]

| (U.S. Dollars in thousands) | | [removed: 2024] [added: 2025] | | | | [removed: 2023] [added: 2024] | | | | $ Change | | | | % Change | | |

| Amortization of intangible assets | | | [removed: 97,743 | | | | 104,194] [added: 101,507] | | | | [removed: (6,451] [added: 97,743] | [removed: )] | | | [removed: \-6.2] [added: 104,194] | [removed: %] |

| Total other expense, net | | | [removed: (127,304] [added: (90,131] | ) | | | [removed: (95,899] [added: (127,304] | ) | | | [removed: (31,405] [added: 37,173] | [removed: )] | | | [removed: \-32.7] [added: 29.2] | % |

| Income before provision for income taxes | | | [removed: 409,438] [added: 199,060] | | | | [removed: 290,300] [added: 409,438] | | | | [removed: 119,138] [added: (210,378] | [added: )] | | | [removed: 41.0] [added: \-51.4] | % |

| Provision for income taxes | | | [removed: 92,460 | | | | 73,180] [added: 37,706] | | | | [removed: 19,280] [added: 92,460] | | | | [removed: 26.3] [added: 73,180] | [removed: %] |

| Net income | | | [removed: 316,978 | | | | 217,120] [added: 161,354] | | | | [removed: 99,858] [added: 316,978] | | | | [removed: 46.0] [added: 217,120] | [removed: %] |

| Net income attributable to noncontrolling interests | | | [removed: 663 | | | | 2,514] [added: 1,800] | | | | [removed: (1,851] [added: 663] | [removed: )] | | | [removed: \-73.6] [added: 2,514] | [removed: %] |

| Net income attributable to Generac Holdings Inc. | | $ | [removed: 316,315] [added: 159,554] | | | $ | [removed: 214,606] [added: 316,315] | | | $ | [removed: 101,709 | | | | 47.4] [added: 214,606] | [removed: %] |

| (U.S. Dollars in thousands) | | [removed: 2024] [added: 2025] | | | | [removed: 2023] [added: 2024] | | | | $ Change | | | | % Change | | |

| Total net sales | | $ | [removed: 4,295,834] [added: 4,209,147] | | | $ | [removed: 4,022,667] [added: \-] | | | $ | [removed: 273,167] [added: 4,209,147] | | | [added: $] | [removed: 6.8] [added: 4,295,834] | [removed: %] | [added: | $ | \- | | | $ | 4,295,834 | |]

| | | Year Ended December 31, [removed: 2024] [added: 2025] | | | | | | | | | | | | Year Ended December 31, [removed: 2023] [added: 2024] | | | | | | | | | | |

| Intercompany elimination | | | \- | | | | [removed: (64,632] [added: (62,455] | ) | | | [removed: (64,632] [added: (62,455] | ) | | | \- | | | | [removed: (135,489] [added: (64,632] | ) | | | [removed: (135,489] [added: (64,632] | ) |

| Total net sales | | $ | [removed: 4,295,834 | | | $ | \-] [added: 4,209,147] | | | $ | 4,295,834 | | | $ | [removed: 4,022,667 | | | $ | \-] [added: (86,687] | [added: )] | | [removed: $] | [removed: 4,022,667] [added: \-2.0] | [added: %] |

| | | [removed: 2024] [added: 2025] | | | | [removed: 2023] [added: 2024] | | | | $ Change | | | | % Change | | |

| [removed: Total] Adjusted EBITDA | | [removed: $] | [removed: 789,101 | | | $ | 637,859] [added: 715,542] | | | [removed: $] | [removed: 151,242] [added: 789,101] | | | | [removed: 23.7] [added: 637,859] | [removed: %] |

| (U.S. Dollars in thousands) | | [removed: 2024] [added: 2025] | | | | [removed: 2023] [added: 2024] | | | | $ Change | | | | % Change | | |

This discussion contains forward-looking statements that involve risks and uncertainties.

_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 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 “One Big Beautiful Bill Act” (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 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 in the various countries where we serve, as well as credit availability in those regions.

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.

_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.

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 level-loaded as compared to our historical averages.

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 spread reduction of 0.10%.

The lower 2025 effective tax rate was driven primarily by the impact of certain favorable discrete tax items and their impact on a lower pre-tax income in the current year.

In January 2026, the 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 the Company 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.

On July 4, 2025, the United States signed the OBBBA into law.

This legislation makes permanent several key provisions related to 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 expect to realize cash tax savings as a result of provisions related to bonus depreciation and domestic research and development expensing.

These changes did not have a material impact on our effective income tax rate for 2025 as the changes relate to temporary differences in basis.

| Net sales | | $ | 4,209,147 | | | $ | 4,295,834 | | | $ | (86,687 | ) | | | \-2.0 | % |

| Cost of goods sold | | | 2,597,410 | | | | 2,630,208 | | | | (32,798 | ) | | | \-1.2 | % |

| Gross profit | | | 1,611,737 | | | | 1,665,626 | | | | (53,889 | ) | | | \-3.2 | % |

| Selling and service | | | 555,358 | | | | 526,446 | | | | 28,912 | | | | 5.5 | % |

| Research and development | | | 243,470 | | | | 219,600 | | | | 23,870 | | | | 10.9 | % |

| General and administrative | | | 422,211 | | | | 285,095 | | | | 137,116 | | | | 48.1 | % |

| Amortization of intangible assets | | | 101,507 | | | | 97,743 | | | | 3,764 | | | | 3.9 | % |

Generac is a total energy solutions company that empowers people to use energy on their own terms.

_F__actors_ _Affecting Results of O__perations_

In connection with our credit agreement amendment in June 2022, SOFR became the new benchmark interest rate for the new Tranche A Term Loan Facility and the Revolving Facility, and all LIBOR provisions in the existing Tranche B Term Loan Facility were replaced with SOFR provisions.

The decrease in our 2024 effective tax rate was primarily due to unfavorable discrete tax items in the prior year that did not repeat in the current year, as well as favorable earnings mix with higher earnings in lower tax jurisdictions in the current year.

On August 16, 2022, the U.S. government enacted the Inflation Reduction Act (the Act).

The Act in part provides funding and tax incentives for certain clean energy products and projects.

While the Act did not have a material impact on the financial results of the current period, we will continue to review the Act and any regulations or guidance issued by the U.S. Treasury Department or by a state which may provide a tax benefit or expense.

We will also monitor any changes to the Act under the new policy environment.

The United States has not yet enacted legislation implementing Pillar Two.

We are continuing to evaluate the Pillar Two rules and their potential impact on future periods.

| Net sales | | $ | 4,295,834 | | | $ | 4,022,667 | | | $ | 273,167 | | | | 6.8 | % |

| Cost of goods sold | | | 2,630,208 | | | | 2,657,236 | | | | (27,028 | ) | | | \-1.0 | % |

| Gross profit | | | 1,665,626 | | | | 1,365,431 | | | | 300,195 | | | | 22.0 | % |

| Selling and service | | | 526,446 | | | | 448,199 | | | | 78,247 | | | | 17.5 | % |

| Research and development | | | 219,600 | | | | 173,443 | | | | 46,157 | | | | 26.6 | % |

| General and administrative | | | 285,095 | | | | 253,396 | | | | 31,699 | | | | 12.5 | % |

| Total operating expenses | | | 1,128,884 | | | | 979,232 | | | | 149,652 | | | | 15.3 | % |

| Income from operations | | | 536,742 | | | | 386,199 | | | | 150,543 | | | | 39.0 | % |

| | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | |

| Domestic | | $ | 3,599,149 | | | $ | 3,276,324 | | | $ | 322,825 | | | | 9.9 | % |

| International | | | 696,685 | | | | 746,343 | | | | (49,658 | ) | | | \-6.7 | % |

| Domestic | | $ | 3,599,149 | | | $ | 35,932 | | | $ | 3,635,081 | | | $ | 3,276,324 | | | $ | 43,937 | | | $ | 3,320,261 | |

| International | | | 696,685 | | | | 28,700 | | | | 725,385 | | | | 746,343 | | | | 91,552 | | | | 837,895 | |

| Domestic | | $ | 693,203 | | | $ | 523,337 | | | $ | 169,866 | | | | 32.5 | % |

| International | | | 95,898 | | | | 114,522 | | | | (18,624 | ) | | | \-16.3 | % |

| Residential products | | $ | 2,433,474 | | | $ | 2,062,929 | | | $ | 370,545 | | | | 18.0 | % |

| Commercial & Industrial products | | | 1,389,469 | | | | 1,494,799 | | | | (105,330 | ) | | | \-7.0 | % |

| Other | | | 472,891 | | | | 464,939 | | | | 7,952 | | | | 1.7 | % |

| Total net sales | | $ | 4,295,834 | | | $ | 4,022,667 | | | $ | 273,167 | | | | 6.8 | % |

This was partially offset by a decline in C&I product sales for telecom, rental, and "beyond standby" applications.

The decrease in international segment sales for the year ended December 31, 2024, was primarily driven by lower intersegment sales related to softness in the telecom market and a decline in portable generator and C&I product sales in Europe, partially offset by growth in Latin America.

The increase in gross profit margin was primarily driven by favorable sales mix, including higher home standby generator sales, the realization of lower input costs, and plant efficiencies.

The increase in operating expenses was primarily driven by higher employee and marketing costs, and increased incentive compensation and variable expenses related to higher shipment volumes and profitability.

2023 operating expenses included a $5.8 million provision for a regulatory matter with the CPSC, $28.3 million of legal charges related to patent and other litigation (see Note 18, “Commitments and Contingencies” for additional information), $4.4 million of additional customer support costs related to a clean energy product customer that filed for bankruptcy.

This was partially offset by a $3.3 million increase in investment income driven by higher cash on hand and a $7.9 million decrease in interest expense driven by decreased borrowings and interest rates compared to the prior year comparable period.

The decrease in the effective tax rate was primarily due to unfavorable discrete tax items in 2023 that did not repeat in the current year, as well as favorable 2024 earnings mix with higher earnings in lower tax jurisdictions.

This margin decrease was primarily due to reduced operating leverage on lower shipments during the year.

See Note 5, "Derivative Instruments and Hedging Activities" to the consolidated financial statements in Item 8 of this Annual Report on Form 10-K and Item 7A "Quantitative and Qualitative Disclosures About Market Risk" for further information on interest rate swaps, which help to reduce our borrowing costs.

The Tranche A Term Loan Facility and Revolving Facility mature on June 29, 2027.

The following is a summary of the [removed: 41] [added: 24] foreign currency forward contracts outstanding as of December 31, [removed: 2024] [added: 2025] (notional amounts in thousands of U.S. dollars).

As of December 31, [removed: 2024,] [added: 2025,] we had the following commodity forward [removed: contracts] [added: contract] outstanding (notional amounts in thousands of U.S. dollars):

As of December 31, [removed: 2024,] [added: 2025,] all of the outstanding debt under our Term Loans and Revolving Facility was subject to floating interest rate risk.

As of December 31, [removed: 2024,] [added: 2025,] we had the following interest rate swap contracts outstanding to help minimize our borrowing costs (notional amount in thousands of U.S. dollars):

| SOFR Interest Rate | | March 4, 2020 | | May 31, 2023 | | $200,000 | | [removed: 1.1360%] [added: 1.0380%] | | December [removed: 14,] [added: 13,] 2026 |

| SOFR Interest Rate | | March 5, 2020 | | May 31, 2023 | | $100,000 | | [removed: 1.0700%] [added: 0.9700%] | | December [removed: 14,] [added: 13,] 2026 |

| SOFR Interest Rate | | March 6, 2020 | | May 31, 2023 | | $200,000 | | [removed: 0.9560%] [added: 0.8580%] | | December [removed: 14,] [added: 13,] 2026 |

In [removed: June 2022,] [added: July 2025,] in conjunction with the amendments to the Company's credit agreements discussed further in Note 12, “Credit Agreements,” to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K, the Company [removed: amended] [added: modified] its interest rate swaps to match that of the underlying debt and reconfirmed hedge effectiveness.

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 [removed: loss (AOCL)] [added: income (loss)] in the consolidated balance sheets.

As of December 31, [removed: 2024,] [added: 2025,] the fair value of these interest rate swaps was an asset of [removed: $29.3] [added: $11.6] million, excluding the impact of credit risk.

A hypothetical change in the SOFR interest rate of 100 basis points would have changed annual interest expense by approximately [removed: $8.5] [added: $7.4] million (or, without the swaps in place, approximately [removed: $13.5] [added: $12.4] million) in [removed: 2024.][added: 2025.]

For additional information on the Company’s foreign currency and commodity forward contracts and interest rate swaps, including amounts charged to the statements of comprehensive income during [added: 2025,] 2024, [removed: 2023,] and [removed: 2022,] [added: 2023,] refer to Note 5, “Derivative Instruments and Hedging Activities,” and Note 6, “Accumulated Other Comprehensive [removed: Loss,”] [added: Income (Loss),”] to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K.

| AUD | | 11/19/25 - 12/16/25 | | 11/19/25 - 12/16/25 | | $12,450 | | 1/14/26 - 1/28/26 |

| GBP | | 12/16/25 | | 12/16/25 | | $1,600 | | 1/21/26 |

| High Grade Copper | | August 8, 2025 | | September 1, 2025 | | $1,924 | | June 30, 2026 |

| USD | | 11/4/24 | | 11/4/24 | | $6,000 | | 10/1/25 - 11/3/25 |

| AUD | | 11/14/24 - 12/18/24 | | 11/14/24 - 12/18/24 | | $13,250 | | 1/15/25 - 2/5/25 |

| GBP | | 11/14/24 | | 11/14/24 | | $1,750 | | 1/15/25 |

| High Grade Copper | | July 22, 2024 | | August 1, 2024 | | $947 | | January 31, 2025 |

| High Grade Copper | | July 30, 2024 | | August 1, 2024 | | $923 | | January 31, 2025 |

Generac provides power generation equipment, energy storage systems, energy management devices & solutions, and other power products [added: and services] serving the residential, [removed: light] commercial, [added: data center, telecom, rental,] and industrial markets.

The [removed: Company continues to expand its] [added: Company’s broad portfolio of] energy technology offerings for homes and businesses [removed: in] [added: enables] its mission to Power a Smarter World and lead the evolution to more resilient, efficient, and [removed: sustainable] [added: innovative] energy solutions.

[removed: The Company is evolving its product portfolio by] [added: 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, [added: allowing us to fully integrate our product portfolios together into common platforms and user interfaces and] enabling end users to better manage their energy [removed: costs] [added: resilience] and [removed: needs.][added: costs.]

[removed: In addition, we] [added: We] have [added: 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 [removed: expand into] [added: develop solutions for] applications beyond standby power, allowing us to participate in multi-purpose microgrid projects for C&I customers.

In addition, our focus on more resilient, efficient and [removed: sustainable] [added: innovative] energy solutions has [removed: dramatically] increased our served addressable market, and as a result, we believe we can [removed: continue to be a leader as] [added: provide products that can help offset rising] energy costs [removed: rise and end markets evolve] [added: as the traditional utility grid suffers from significant supply/demand imbalances] over time.

We introduced our first residential standby generator [added: product line] in 1989 and expanded our industrial product offering and global distribution [removed: system] in the 1990’s, forming a series of alliances that rapidly increased our sales.

In February 2010, we completed our initial public offering (IPO) of the Company’s common [removed: stock.][added: stock, helping to increase awareness of Generac and our products and positioning the Company for future growth.]

Since then, we have scaled our sales & marketing capabilities and systems, while also building the Generac brand into one of the leading names in backup power [removed: around] [added: in] the [removed: nation.][added: US.]

[removed: This strategic plan] [added: Soon after going public, we] accelerated the Company’s transition from primarily a North America focused, emergency backup generator company into a more diversified industrial technology company with the addition of new and adjacent product categories and an expanded global presence, primarily through a series of acquisitions.

In 2018, we [removed: transitioned] [added: continued] to [removed: a new] [added: evolve our] enterprise strategy [removed: called “Powering Our Future”, which drove] [added: by driving] further share gains in new and existing markets, [removed: capitalized] [added: capitalizing] on our leadership in natural gas gensets, [removed: established] [added: establishing] our connectivity strategy, and [removed: provided] [added: providing] the foundation for the Company’s [removed: evolution into an energy technology solutions company, including our] initial acquisitions within the [removed: residential clean] energy [added: technology] space.

[removed: Our current strategic plan continues] [added: This strategy has continued] the evolution of Generac’s [removed: business model that pairs] [added: product offering, pairing] traditional and renewable power generation, conversion, and storage technologies with new [removed: monitoring, management] [added: monitoring] and [removed: grid services] [added: management] capabilities to provide [added: ecosystems and] solutions for the dynamic challenges presented by today’s energy landscape.

We [removed: design and manufacture] [added: have one of the broadest offerings of] stationary, portable, and mobile power generators with single-engine outputs ranging between 800W and 3,250kW.

We have developed a line of energy storage systems for use in residential solar-plus-storage [removed: applications.][added: applications, as well as microinverters for residential solar energy production.]

We also have a line of [removed: stationary] [added: C&I Battery Energy Storage Systems] and mobile energy storage systems that serve global C&I markets.

We have a selection of energy monitoring and management devices [added: and controls] that [removed: we expect to] serve as the central hub [removed: or controls platform] for our residential and C&I energy ecosystems.

We design and manufacture other power [removed: products] [added: products,] including light towers and a broad line of outdoor power [removed: equipment that we refer to as “chore products”,] [added: equipment,] which includes a variety of property maintenance equipment powered by both engines and batteries.

Our residential automatic standby [removed: generators range in output from 7.5kW to 150kW,] [added: generators,] which predominantly operate on natural gas and liquid propane, [added: range in output from 7.5kW to 150kW] and are permanently installed with an automatic transfer switch, which we also manufacture.

Air-cooled engine [removed: residential] [added: home] standby generators range in outputs from 7.5kW to [removed: 26kW] [added: 28kW] and serve as an emergency backup for small to medium-sized homes.

This remote monitoring capability is a standard feature that allows our customers to check the status of their generator remotely from their smart phone or [removed: tablet] [added: tablet,] and also provides the capability to similarly receive maintenance and service alerts.

The data that is provided by this remote monitoring functionality also allows us to better understand our products in the field, [removed: while optimizing] [added: helping to optimize] both product quality and customer satisfaction.

[removed: This additional] [added: We also offer propane tank] monitoring [removed: capability drives] [added: solutions which drive] further incremental value [removed: to our dealers] and peace of mind to owners of our home standby generators that use propane as a fuel source.

[removed: Leveraging the technologies acquired in the 2019 acquisition of Pika Energy and the subsequent organic investments we have made in clean energy,] [added: In 2020,] we [removed: have developed] [added: launched] a line of [removed: residential battery] [added: home energy] storage systems marketed under the Generac brand and using the PWRcell™ brand name.

In 2025, we [removed: expect to launch] [added: launched] the PWRcell 2 Series, the next generation of our PWRcell energy storage system, which includes significant improvements in performance and [removed: compatibility] [added: capability] as compared to the first generation.

In 2021, we acquired ecobee, a leader in sustainable smart home solutions such as smart thermostats and [removed: a suite of] home monitoring products, all designed with a focus on energy conservation, convenience, peace of mind and comfort.

[removed: In 2023,] ecobee [removed: launched] [added: also offers] a line of smart doorbell cameras, which [removed: integrates] [added: are fully integrated] with ecobee’s products and [removed: helps] [added: help] to drive increased consumer engagement with their platform.

The capabilities [removed: acquired via] [added: provided by] ecobee, paired with our existing Mobile Link remote monitoring system, provide the foundation for Generac’s [removed: residential] connectivity [removed: infrastructure, which will be integral in] [added: infrastructure and enable] the [removed: continued development] [added: build-out] of our [removed: smart home] [added: residential] energy [added: management] ecosystem.

Importantly, we are leveraging ecobee’s technologies and software development expertise to develop a user interface at the center of our home energy ecosystem that will allow homeowners to monitor and control Generac’s entire suite of products using a [removed: “single pane of glass”.][added: common platform.]

Our next-generation clean energy products and solutions, including PWRcell 2 and [removed: Wallbox’s EV charging solutions, will be] [added: PWRmicro, are also] fully integrated with the ecobee platform.

We believe the integration of our products and solutions [removed: in] [added: into] a single cohesive ecosystem will drive additional peace of mind, [added: comfort,] energy efficiency, and ultimately lower utility bills for homeowners.

These utility-sponsored programs, when and where offered, can provide value to homeowners in the form of lower utility costs, while also helping [added: to] provide grid operators [added: with] incremental capacity to address supply/demand imbalances on the grid.

We also provide a broad product line of portable and inverter generators that range in size from 800W to 18kW, as well as [removed: multiple] [added: various] portable battery solutions that provide clean, emission-free power at the push of a button.

These products can [removed: help serve as an emergency home backup source of electricity] [added: be used] on a limited [removed: basis, and they can also be used] [added: basis] for [removed: construction] [added: home backup, construction,] and recreational purposes.

Our portable [added: and inverter] generators are targeted at homeowners, [added: professional contractors, and recreational users,] with price points ranging between the consumer value end of the market through the premium [removed: homeowner market; at professional contractors, starting at the value end through the premium contractor segment; and at the recreational market with our inverter generator products, which are quieter than traditional portable generators.][added: end.]

We [removed: provide] [added: also manufacture] a broad product line of outdoor power equipment referred to as “chore products”, which are used in property maintenance applications for larger-acreage residences, commercial properties, municipalities, and farms.

Residential products comprised [removed: 56.6%, 51.3%] [added: 53.9%, 56.6%] and [removed: 63.8%,] [added: 51.3%,] respectively, of total net sales in [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022.][added: 2023.]

_Commercial & [removed: Industrial_ _P__roducts_][added: Industrial Products_]

We are a leader in cleaner-burning natural gas fueled [removed: generators] [added: generators,] and also have a full offering of C&I generators that are fueled by diesel and Bi-FuelTM.

Through our Deep Sea subsidiary, we have expanded our capabilities in the design and manufacture of advanced controls for a [added: wide] range of C&I power generation applications.

[removed: Our] [added: In addition, our] natural gas C&I stationary generators have grid-connection capabilities, enabling our customers to generate an incremental [removed: return on investment] [added: return-on-investment] by connecting and enrolling their generator as a [removed: DERs] [added: DER] in grid services applications where available.

Our light-commercial standby generators and related transfer switches include a full range of affordable systems from 22kW to 150kW, providing three-phase power sufficient for most small and mid-sized businesses such as grocery stores, convenience stores, restaurants, gas stations, pharmacies, retail banks, [removed: small] [added: smaller] health care [removed: facilities] [added: facilities,] and other small-footprint retail 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.

It was during this time in the 2010’s that we formed and built out our International segment, which expanded our operations and capabilities globally to gain access to power generation markets outside the United States.

Our current “Powering a Smarter World” strategic plan has driven focus on energy resilience, energy efficiency, and critical infrastructure.

In addition, this strategy continues to drive innovation in the form of new product development, including the 2025 launches of our next-generation home standby generator, our large mega-watt diesel generators for higher power applications such as data centers, our new PWRcell 2 energy storage system, and our new Generac-branded microinverters.

Our long history takes us from a small manufacturer in rural Wisconsin with an idea to innovate the power generation market in the United States, to a scaled multi-national, diversified, energy technology company with a well-established brand synonymous with back-up power.

Those mega-trends and growth themes are as follows:

| | | o | Higher power prices result in shorter paybacks for solar & storage systems. |

| | | o | 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. |

| | | o | Electrification of home appliances and vehicles increases the need for back-up power. |

_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 robust 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.

Expanding our natural gas product offering into larger power nodes is another way that we are increasing the addressable market for natural gas generators.

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.

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.

Generac has developed a full ecosystem of energy management products and solutions to address the challenges of higher power prices by generating power on-site, improving energy efficiency, and optimizing energy consumption for end users.

This ecosystem starts with our ecobee smart home energy management devices as the central hub and user interface for the system.

Our newly launched Generac branded microinverters are fully integrated into this ecosystem and unlock the ability to generate solar power on-site, enabling homeowners to lower their power bills and reduce their reliance on centralized utilities.

In addition, we offer Wallbox EV charging equipment and other load management devices to our distribution partners to help end users manage their utility costs by optimizing energy efficiency and consumption.

As society becomes increasingly dependent on digital products, services, and capabilities, data centers and their related infrastructure are becoming mission-critical in nature and will therefore require complete resiliency coverage for their power utilization, making backup power generation equipment an essential component of these systems.

Generac’s recent entrance into the data center end market was enabled by the introduction of our large mega-watt diesel generator product line, representing a massive incremental market opportunity for the Company.

Given the secular trends supporting data center capital investments and the critically under-supplied market for large megawatt backup power generators, we expect this significant market opportunity to continue growing for the foreseeable future.

In 2025, we launched the latest generation lineup of our air-cooled home standby generators, which represents the most comprehensive platform update for the category in more than a decade.

Our ability to innovate with new products, features, and capabilities is a key differentiator that helps us maintain our leadership position in the home standby category.

Our home standby generators and propane tank monitors are now fully integrated with the ecobee interface, allowing for a more dynamic user experience for homeowners.

PWRcell systems can range in size from 9kWh up to 72kWh of storage capacity, depending on how many battery modules are installed with any given system.

Importantly, PWRcell 2 incorporates seamless integration with our home standby and portable generators, allowing homeowners to realize the favorable economics of energy storage systems while also having a “bottomless battery” via generator backup.

In 2025, we also introduced the PWRmicro, our first Generac branded microinverter that enables on-site solar power generation by converting DC power output from solar panels to AC power that can be used in the home.

This product represents Generac’s entrance into the solar-only market, unlocking incremental market opportunities for our energy technology solutions.

Our ecosystem approach to our residential installed products is yet another differentiator that demonstrates our innovative approach to the market.

In 2025, we continued our new product development efforts by introducing a new line of large mega-watt diesel generator products to address the significant data center market opportunity and other verticals that have larger-scale back-up power requirements.

This functionality allows the owner of the equipment to offset the up-front capital cost of the equipment by monetizing the asset over its useful life.

In 2024, we strengthened our position in the North American C&I BESS market with the acquisition of SunGrid’s C&I BESS product offering, based out of Canada.

These microgrids can also include Generac’s other energy management assets and control systems, helping to build out a full ecosystem of capabilities for these applications.

As part of this evolution, we have made significant investments into developing markets such as residential and commercial & industrial (C&I) energy storage, solar power inverters, energy monitoring & management devices, and electric vehicle (EV) charging.

Central to these ecosystems are the Company’s advanced connectivity devices, controls capabilities, and software platforms that facilitate the integration of our products into grid services programs.

In 2006, our founder sold the company to affiliates of CCMP Capital Advisors, LLC, together with certain other investors and members of our management.

In connection with that transaction, Generac Holdings Inc. was formed as a Delaware holding company.

Generac Power Systems, Inc. is a wholly owned subsidiary of Generac Holdings Inc. For ease of reference in explaining the general activities of its related entities in this report, Generac Holdings Inc. includes here the operating activities of its wholly owned subsidiaries.

Soon after going public, we implemented our “Powering Ahead” enterprise strategy.

It is during this time in the 2010’s that we formed and built out our International segment, which provided additional capability to expand and increase market share by introducing our broad product offering into local markets around the world.

This ultimately led to the introduction of our “Powering A Smarter World” enterprise strategy in 2021.

_Significant Investments in Energy Technology Solutions_

We have been providing power generation and resiliency solutions for homes and businesses for decades.

Leveraging that expertise in power generation, Generac has made significant investments in recent years to expand its capabilities into energy technology solutions, beginning with the March 2019 acquisition of Neurio Technology Inc., a leading energy data company focused on monitoring technology and sophisticated analytics to optimize energy use within a home or business.

This was followed by the April 2019 acquisition of Pika Energy Inc. (Pika Energy), a designer and manufacturer of battery storage technologies that capture and store solar or other power sources for homeowners and businesses.

In October 2020, the Company acquired Enbala Power Networks Inc., one of the leading providers of distributed energy optimization and control software that helps support the operational stability of the world’s power grids.

In July 2021, Generac added to its residential clean energy portfolio with the acquisition of Chilicon Power LLC (Chilicon), a designer and provider of grid-interactive rooftop power inversion devices and monitoring solutions for the solar market.

Although we do not believe battery storage applications will displace traditional engine driven backup generators used for power resiliency in the short or medium term, our strategy and continued investment in such energy technology solutions will help ensure Generac maintains its leadership as an energy solutions provider as battery technology evolves over time.

With these acquisitions, Generac has established a presence in the rapidly developing residential clean energy market, focused on solar and battery storage solutions, as well as grid services platforms and grid-connected solutions.

With these investments, we are able to provide another source of power resiliency that complements our traditional backup power business.

In December 2021, Generac acquired ecobee Inc. (ecobee), a leader in sustainable home technology solutions.

In addition to smart home thermostatic controls and other smart home devices, ecobee offers its customers the ability to participate in energy services programs, which allow homeowners to reduce energy consumption and utility bills via intelligent HVAC controls.

The acquisition represents a major step forward in the Company’s efforts to provide an integrated residential energy ecosystem that includes a sophisticated user interface platform to allow homeowners to take charge of their energy generation, storage, consumption, and management.

By leveraging ecobee’s product and software development expertise to create the central hub of our residential energy ecosystem, we believe ecobee’s solutions will prove to be a differentiator for Generac when combined with our growing suite of energy technology solutions.

In December 2023, Generac made a minority investment in Wallbox N.V. (Wallbox) (NYSE: WBX), a global leader in smart EV charging and energy management solutions.

Along with the investment, Generac and Wallbox are working together on commercial arrangements to provide Wallbox’s full suite of EV charging solutions to Generac’s customers and distribution partners.

To further strengthen this relationship, we made an additional minority investment in Wallbox in August 2024.

Following these acquisitions and investments, we have made considerable organic investments in improving the quality, reliability, and manufacturability of the solutions provided.

For example, in 2023, we opened a dedicated engineering center of excellence in Reno, Nevada that currently houses the development and testing of batteries, switches, power electronics, and other clean energy solutions.

We have also made considerable progress in building out leadership teams and integrating the technical capabilities from our recent acquisitions, which will help drive our energy technology strategic initiatives forward.

The integration of these technologies expands upon our well-established value proposition of providing homeowners with resiliency by also optimizing for cost, convenience, and comfort.

As we look to the future, we expect to make continued investment in the development of these residential energy technologies, as we work to further broaden our product offering and distribution network.

While the policy back drop for the clean energy market may evolve over time, we believe customer interest and demand, as well as government programs and support for such energy technology products, will continue as grid capacity is strained and energy costs rise.

With this opportunity in front of us, we plan to build out our residential energy technology capabilities and our suite of products and solutions as we expect to play an important role in the transition to a more sustainable and reliable electric grid.

Generac’s efforts in expanding its energy technology solutions extend to C&I and international markets as well.

In June 2021, the Company acquired Deep Sea Electronics Limited (Deep Sea), a UK-based designer and manufacturer of advanced controls for a range of power generation and other applications used around the world.

In September 2021, Generac acquired Off Grid Energy Ltd., a designer and manufacturer of industrial-grade mobile energy storage systems serving predominantly rental markets.

The Company advanced its C&I connectivity strategy with the October 2022 acquisition of Blue Pillar, an industrial internet of things (IoT) platform developer that designs, deploys, and manages industrial IoT solutions.

Blue Pillar provides a foundation to connect, monitor, and manage our C&I products to further enable their use in grid services programs.

In February 2023, Generac acquired REFU Storage Systems GmbH (REFU), a German-based developer and supplier of battery storage and inverter hardware products, advanced software, and platform services for the commercial and industrial markets.

REFU’s energy storage systems will complement and enhance our current global product offerings and are expected to further accelerate our development of new technologies in the energy technology space.

Additionally, in 2024, we strengthened our presence in the emerging North American markets for C&I behind-the-meter energy storage and multi-asset microgrids with the acquisitions of SunGrid’s C&I battery energy storage system (BESS) product offering and Ageto, a leading provider of microgrid controllers that seamlessly integrate, optimize and manage distributed energy resources (DERs).

These acquisitions and related organic initiatives collectively help lay the groundwork to further advance our energy technology strategies across C&I markets around the world.

| For the fiscal year ended December 31, [removed: 2024] [added: 2025] Or | |

The aggregate market value of the voting common equity held by non-affiliates of the registrant on June [removed: 28, 2024,] [added: 30, 2025,] the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $8 billion based on the closing price reported for such date on the New York Stock Exchange.

As of February [removed: 14, 2025, 59,614,025] [added: 13, 2026, 58,675,827] shares of the registrant's common stock were outstanding.

Portions of the registrant’s Annual Report to Stockholders for the year ended December 31, [removed: 2024] [added: 2025] furnished to the Securities and Exchange Commission are incorporated by reference into Part II of this Form 10-K.

Portions of the registrant’s Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders (the [removed: “2025] [added: “2026] Proxy Statement”), which will be filed by the registrant on or prior to 120 days following the end of the registrant’s fiscal year ended December 31, [removed: 2024,] [added: 2025,] are incorporated by reference into Part III of this Form 10-K.

[](# [removed: "toc")2024] [added: "toc")2025] FORM 10-K ANNUAL REPORT

| Item 1A. | [Risk Factors](#item1a) | [removed: [14](#item1a)] [added: [15](#item1a)] |

| Item 1B. | [Unresolved Staff Comments](#item1b) | [removed: [20](#item1b)] [added: [25](#item1b)] |

| Item 1C. | [Cybersecurity](#item1c) | [removed: [20](#item1c)] [added: [25](#item1c)] |

| Item 2. | [Properties](#item2) | [removed: [20](#item2)] [added: [26](#item2)] |

| Item 3. | [Legal Proceedings](#item3) | [removed: [21](#item3)] [added: [27](#item3)] |

| Item 4. | [Mine Safety Disclosures](#item4) | [removed: [21](#item4)] [added: [27](#item4)] |

| Item 5. | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#item5) | [removed: [21](#item5)] [added: [27](#item5)] |

| Item 6. | [\[Reserved\]](#item6) | [removed: [23](#item6)] [added: [29](#item6)] |

| Item 7. | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#item7) | [removed: [23](#item7)] [added: [29](#item7)] |

| Item 7A. | [Quantitative and Qualitative Disclosures About Market Risk](#item7a) | [removed: [33](#item7a)] [added: [40](#item7a)] |

| Item 8. | [Financial Statements and Supplementary Data](#item8) | [removed: [34](#item8)] [added: [41](#item8)] |

| Item 9. | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#item9) | [removed: [69](#item9)] [added: [74](#item9)] |

| Item 9A. | [Controls and Procedures](#item9a) | [removed: [69](#item9a)] [added: [74](#item9a)] |

| Item 9B. | [Other Information](#item9b) | [removed: [70](#item9b)] [added: [75](#item9b)] |

| Item 9C. | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#item9c) | [removed: [70](#item9c)] [added: [75](#item9c)] |

| Item 10. | [Directors, Executive Officers and Corporate Governance](#item10) | [removed: [70](#item10)] [added: [75](#item10)] |

| Item 11. | [Executive Compensation](#item11) | [removed: [70](#item11)] [added: [75](#item11)] |

| Item 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#item12) | [removed: [70](#item12)] [added: [75](#item12)] |

| Item 13. | [Certain Relationships and Related Transactions, and Director Independence](#item13) | [removed: [70](#item13)] [added: [75](#item13)] |

| Item 14. | [Principal Accountant Fees and Services](#item14) | [removed: [70](#item14)] [added: [75](#item14)] |

| Item 15. | [Exhibits and Financial Statement Schedules](#item15) | [removed: [70](#item15)] [added: [75](#item15)] |

| Item 16. | [Form 10-K Summary](#item16) | [removed: [74](#item16)] [added: [80](#item16)] |

| | ● | our ability to develop and enhance products and gain customer [removed: acceptance for] [added: acceptance, including] our [removed: products;] [added: offerings that serve the data center and energy technology markets;] |

| | ● | changes in durable goods spending by consumers and businesses or other [added: global] macroeconomic conditions, impacting demand for our products; |

| | ● | our potential need for additional capital to finance our growth or [removed: refinance] [added: refinancing] our existing credit facilities; |

| | ● | 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; |

| | ● | 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; |

| | ● | uncertainty regarding the growth of the data center market; |

| | ● | changes in U.S. trade policy, including the imposition of new or increased tariffs; |

The Company maintains cybersecurity measures aligned with the National Institute of Standards and Technology Cybersecurity Framework (Framework) which organizes cybersecurity risks into six categories: [added: govern,] identify, protect, detect, [removed: respond, recover] [added: respond] and [removed: govern,] [added: recover,] and looks to other standards as well to help identify, assess, and manage cybersecurity risks relevant to our business.

These policies cover areas such as [removed: malware] [added: threat] protection, [removed: remote access,] [added: access controls,] multifactor authentication, containment of confidential information and the use of the internet, email and wireless devices.

These risk assessments extend to our supply chain, where cybersecurity health assessments are employed for [removed: our] [added: certain] critical suppliers.

As part of our risk assessments, we engage [removed: third-party] [added: third\-party] services for network penetration testing and security evaluations, conduct [removed: annual] incident response table-top exercises, and perform regular testing of controls related to our financial information systems by our Internal Audit function.

In order to promote a culture of security awareness across our organization, [removed: all] employees are required to complete an annual cybersecurity awareness training and are provided with periodic information updates on cybersecurity threats.

However, to date, we have not been subject to any incidents or [removed: successful] cyber-attacks that have materially impacted our operations or financial condition.

We have also developed internal policies to [removed: mitigate] [added: reduce the impact of] cybersecurity incidents, including providing clear guidelines for incident classification, escalation, and response.

We recognize the importance of continued monitoring and improvement of our cybersecurity program, and will continue to evolve our security controls, [added: cybersecurity risk management,] incident response capabilities, and third-party vendor management protocols.

For additional information on the cybersecurity risks that we face, also see Item [removed: 1A.][added: _1A._ “Risk Factors” of this Annual Report on Form _10_\-K.]

“Risk Factors” of this Annual Report on Form 10-K.

We own or lease manufacturing, distribution, R&D, and office facilities globally totaling over [removed: seven] [added: eight] million square feet.

| Location | | [added: | | |] Owned/ Leased | | Activities | | Segment |

| Waukesha, WI | | [added: | | |] Owned | | Corporate headquarters, R&D | | Domestic |

| Pewaukee, WI | | [added: | | |] Owned | | Sales, office | | Domestic |

| Eagle, WI | | [added: | | |] Owned | | Manufacturing, office, training | | Domestic |

| Whitewater, WI | | [added: | | |] Owned | | Manufacturing, office, warehouse | | Domestic |

| Oshkosh, WI | | [added: | | |] Owned | | Manufacturing, office, warehouse, R&D | | Domestic |

| Berlin, WI | | [added: | | |] Owned | | Manufacturing, office, warehouse, R&D | | Domestic |

| Fond du Lac, WI | | [added: | | |] Leased | | Warehouse | | Domestic |

| Jefferson, WI | | [added: | | |] Owned | | Manufacturing, office, distribution, R&D | | Domestic |

| Jefferson, WI | | [added: | | |] Leased | | Storage, distribution | | Domestic |

| Janesville, WI | | [added: | | |] Leased | | Distribution | | Domestic |

| Richfield, WI | | [added: | | |] Leased | | Storage, distribution | | Domestic |

| Trenton, SC | | [added: | | |] Owned | | Manufacturing, office, warehouse, distribution | | Domestic |

| Stockton, CA | | [added: | | |] Leased | | Sales, office, warehouse, [removed: training] [added: training, distribution] | | Domestic |

| Corona, CA | | [added: | | |] Leased | | Sales, office, [removed: storage] [added: storage, distribution] | | Domestic |

| [removed: Hamilton, OH] [added: Oshkosh, WI] | | [added: | | |] Leased | | [removed: Storage] [added: Storage, distribution] | | Domestic |

| Maquoketa, IA | | [added: | | |] Owned | | Storage, rental property | | Domestic |

| South Burlington, VT | | [added: | | |] Leased | | Office, sales, R&D | | Domestic |

| South Portland, ME | | [added: | | |] Leased | | Sales, office, R&D | | Domestic |

| Marlborough, MA | | [added: | | |] Leased | | Sales, office, warehouse | | Domestic |

| Reno, NV | | [added: | | |] Leased | | Warehouse, R&D | | Domestic |

| Toronto, Canada | | [added: | | |] Leased | | Office, sales, R&D | | Domestic |

| Hidalgo, Mexico | | [added: | | |] Owned | | Manufacturing, sales, distribution, warehouse, office, R&D | | International |

| Casole d’Elsa, Italy | | [added: | | |] Owned | | Manufacturing, office, warehouse, R&D | | International |

| Balsicas, Spain | | [added: | | |] Leased | | Manufacturing, office, warehouse, R&D | | International |

| Foshan, China | | [added: | | |] Owned | | Manufacturing, office, warehouse, R&D | | International |

| Saint-Nizier-sous-Charlieu, France | | [added: | | |] Leased | | Sales, office, warehouse | | International |

| Cravinhos, Brazil | | [added: | | |] Leased | | Manufacturing, office, warehouse | | International |

| Sydney, Australia | | [added: | | |] Leased | | Sales, office, warehouse | | International |

| Fellbach, Germany | | [added: | | |] Leased | | Sales, office, warehouse | | International |

| Pfullingen, Germany | | [added: | | |] Leased | | Manufacturing, sales, distribution, warehouse, office, R&D | | International |

| Suzhou, China | | [added: | | |] Leased | | Office, R&D | | International |

| Rugby, United Kingdom | | [added: | | |] Leased | | Manufacturing, office, warehouse, R&D | | International |

| Staffordshire, United Kingdom | | [added: | | |] Leased | | Warehouse, [removed: Office] [added: office] | | International |

| Hunmanby, United Kingdom | | [added: | | |] Owned | | Manufacturing, [removed: warehouse, sales, distribution,] office, [removed: R&D] [added: storage, R&D, distribution, sales, training] | | International |

| Celle, Germany | | [added: | | |] Owned | | Manufacturing, office, warehouse, [removed: R&D, sales] [added: R&D] | | International |

| Kolkata, India | | [added: | | |] Leased | | Manufacturing, [removed: warehouse] [added: warehouse, office] | | International |

In addition to the countries represented above, the Company operates small facilities in the United Arab Emirates, Romania, [removed: Bahrain,] [added: Poland,] and Colombia.

As of December 31, [removed: 2024,] [added: 2025,] substantially all of our domestically-owned and a portion of our internationally-owned properties are subject to collateral provisions under our senior secured credit facilities.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Sussex, WI | | | | | Owned | | Manufacturing, office | | Domestic |

| Beaver Dam, WI | | | | | Owned | | Manufacturing, office, training | | Domestic |

| Augusta, GA | | | | | Leased | | Storage, distribution | | Domestic |

| Rockford, IL | | | | | Leased | | Office, distribution, sales, training | | Domestic |

| Shelton, CT | | | | | Leased | | Office, warehouse | | Domestic |

| Hidd, Bahrain | | | | | Leased | | Manufacturing, warehouse, office | | International |

| Villanova d'Ardenghi, Italy | | | | | Owned | | Manufacturing, office, warehouse | | International |

| --- | --- | --- | --- | --- | --- | --- |

| Mexico City, Mexico | | Owned | | Storage | | International |

The following table summarizes the stock repurchase activity for the three months ended December 31, [removed: 2024,] [added: 2025,] which consisted [added: solely] of the withholding of shares upon the vesting of restricted stock awards to pay related withholding taxes on behalf of the recipient:

The line graph below compares the cumulative total stockholder return on our common stock with the cumulative total return of the Standard & Poor’s (S&P 500) Index, the S&P MidCap 400 Index, and the S&P 500 Industrial Index, for the five-year period ended December 31, [removed: 2024.][added: 2025.]

The graph and table assume $100 was invested on December 31, [removed: 2019,] [added: 2020,] in each of our common stock, the S&P 500 Index, the S&P MidCap 400 Index, and the S&P 500 Industrial Index, and that all dividends were reinvested.

[removed: ][added: ]

| [removed: Company] [added: Company] / Market / Peer [removed: Group | | 12/31/2019 | |] [added: Group] | | [removed: 12/31/2020] [added: 12/31/2021] | | | | [removed: 12/31/2021] [added: 12/31/2022] | | | | [removed: 12/31/2022] [added: 12/31/2023] | | | | [removed: 12/31/2023] [added: 12/31/2024] | | | | [removed: 12/31/2024] [added: 12/31/2025] | | |

As of February [removed: 14, 2025,] [added: 13, 2026,] there were [removed: 921] [added: 804] registered holders of record of Generac’s common stock.

| 10/01/25 - 10/31/25 | | | 2,776 | | | $ | 166.89 | | | | \- | | | $ | 199,340,001 | |

| 11/01/25 - 11/30/25 | | | 352 | | | $ | 163.14 | | | | \- | | | $ | 199,340,001 | |

| 12/01/25 - 12/31/25 | | | 5,458 | | | $ | 149.88 | | | | \- | | | $ | 199,340,001 | |

| Total | | | 8,586 | | | $ | 155.92 | | | | | | | | | |

On December 4, 2025, Aaron Jagdfeld, Chief Executive Officer and director, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 60,000 shares of the Company’s common stock until February 26, 2027.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Generac Holdings Inc. | | $ | 154.73 | | | $ | 44.25 | | | $ | 56.81 | | | $ | 68.15 | | | $ | 59.93 | |

| S&P 500 Index - Total Returns | | | 128.71 | | | | 105.40 | | | | 133.10 | | | | 166.40 | | | | 196.16 | |

| S&P MidCap 400 Index | | | 124.76 | | | | 108.47 | | | | 126.29 | | | | 143.89 | | | | 154.68 | |

| S&P 500 Industrials Index | | | 121.12 | | | | 114.48 | | | | 135.24 | | | | 158.87 | | | | 189.72 | |

| 10/01/24 - 10/31/24 | | | 830 | | | $ | 158.40 | | | | \- | | | $ | 347,256,871 | |

| 11/01/24 - 11/30/24 | | | 260 | | | $ | 169.93 | | | | \- | | | $ | 347,256,871 | |

| 12/01/24 - 12/31/24 | | | 23,094 | | | $ | 189.67 | | | | \- | | | $ | 347,256,871 | |

| Total | | | 24,184 | | | $ | 188.39 | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Generac Holdings Inc. | | $100.00 | | | | $226.04 | | | | $349.76 | | | | $100.03 | | | | $128.42 | | | | $154.04 | | |

| S&P 500 Index - Total Returns | | 100.00 | | | | 118.40 | | | | 152.39 | | | | 124.79 | | | | 157.59 | | | | 197.02 | | |

| S&P MidCap 400 Index | | 100.00 | | | | 113.66 | | | | 141.80 | | | | 123.28 | | | | 143.54 | | | | 163.54 | | |

| S&P 500 Industrials Index | | 100.00 | | | | 111.06 | | | | 134.52 | | | | 127.15 | | | | 150.20 | | | | 176.44 | | |

We have audited the accompanying consolidated balance sheets of Generac Holdings Inc. and subsidiaries (the "Company") as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of comprehensive income, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in _Internal Control_ — _Integrated Framework (2013)_ issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 19, 2025,] [added: 18, 2026,] expressed an unqualified opinion on the Company's internal control over financial reporting.

[removed: Critical] [added: _Critical] Audit [removed: Matter][added: Matter Description_]

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current-period audit of the financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that (1) [removed: relates] [added: relate] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

| | ● | [removed: Evaluated] [added: We tested] the [removed: design] [added: design, implementation,] and [added: operating] effectiveness of the controls within the relevant revenue business processes, including controls over revenue recognition and operating results. |

We have audited the internal control over financial reporting of Generac Holdings Inc. and subsidiaries (the [removed: “Company”)] [added: "Company")] as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in _Internal Control_ — _Integrated Framework (2013)_ issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in _Internal Control_ — _Integrated Framework (2013)_ issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, [removed: 2024,] [added: 2025,] of the Company and our report dated February [removed: 19, 2025,] [added: 18, 2026,] expressed an unqualified opinion on those financial statements.

| | | [added: _2025_ | | | |] _2024_ | | | | _2023_ | | |

| Cash and cash equivalents [added: at beginning of period] | | [removed: $] | 281,277 | | | [removed: $] | 200,994 | | [added: | | 132,723 | |]

| Accounts receivable, less allowance for credit losses of [removed: $35,465] [added: $34,504] and [removed: $33,925] [added: $35,465] as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively | | | [removed: 612,107] [added: 602,739] | | | | [removed: 537,316] [added: 612,107] | |

| Inventories | | | [removed: 1,031,647] [added: 1,248,867] | | | | [removed: 1,167,484] [added: 1,031,647] | |

| Prepaid expenses and other assets | | | [removed: 107,139] [added: 269,459] | | | | [removed: 91,898] [added: 107,139] | |

| Total current assets | | | [removed: 2,032,170] [added: 2,462,478] | | | | [removed: 1,997,692] [added: 2,032,170] | |

| Property and equipment, net | | | [removed: 690,023] [added: 813,605] | | | | [removed: 598,577] [added: 690,023] | |

| Customer lists, net | | | [removed: 152,737] [added: 127,517] | | | | [removed: 184,513] [added: 152,737] | |

| Patents and technology, net | | | [removed: 379,095] [added: 338,308] | | | | [removed: 417,441] [added: 379,095] | |

| Other intangible assets, net | | | [removed: 20,026] [added: 10,011] | | | | [removed: 27,127] [added: 20,026] | |

| Tradenames, net | | | [removed: 206,664] [added: 199,430] | | | | [removed: 216,995] [added: 206,664] | |

| Goodwill | | | [removed: 1,436,261] [added: 1,467,094] | | | | [removed: 1,432,384] [added: 1,436,261] | |

| Deferred income taxes | | | [removed: 24,132] [added: 41,949] | | | | [removed: 15,532] [added: 24,132] | |

| Operating lease and other assets | | | [removed: 168,223] [added: 113,287] | | | | [removed: 203,051] [added: 168,223] | |

| Total [removed: assets] | | $ | [added: 5,573,679 | | | $ |] 5,109,331 | | | $ | 5,093,312 | |

| Short-term borrowings | | $ | [removed: 55,848] [added: 50,618] | | | $ | [removed: 81,769] [added: 55,848] | |

| Accounts payable | | | [removed: 458,693] [added: 436,583] | | | | [removed: 340,719] [added: 458,693] | |

| Accrued wages and employee benefits | | | [removed: 81,485] [added: 69,850] | | | | [removed: 54,970] [added: 81,485] | |

| Accrued product warranty | | | [removed: 56,127] [added: 44,716] | | | | [removed: 65,298] [added: 56,127] | |

| Other accrued liabilities | | | [removed: 313,401] [added: 591,387] | | | | [removed: 292,120] [added: 313,401] | |

| Current portion of long-term borrowings and finance lease obligations | | | [removed: 67,598] [added: 22,192] | | | | [removed: 45,895] [added: 67,598] | |

| Total current liabilities | | | [removed: 1,033,152] [added: 1,215,346] | | | | [removed: 880,771] [added: 1,033,152] | |

| Long-term borrowings and finance lease obligations | | | [removed: 1,210,776] [added: 1,260,256] | | | | [removed: 1,447,553] [added: 1,210,776] | |

| Deferred income taxes | | | [removed: 33,185] [added: 60,913] | | | | [removed: 90,012] [added: 33,185] | |

| Deferred revenue | | | [removed: 193,260] [added: 232,921] | | | | [removed: 167,008] [added: 193,260] | |

| Operating lease and other long-term liabilities | | | [removed: 141,515] [added: 165,197] | | | | [removed: 158,349] [added: 141,515] | |

| Total liabilities | | | [removed: 2,611,888] [added: 2,934,633] | | | | [removed: 2,743,693] [added: 2,611,888] | |

| Redeemable noncontrolling interest | | | [removed: –] [added: 742] | | | | [removed: 6,549] [added: –] | |

| Common stock, par value $0.01, 500,000,000 shares authorized, [removed: 73,785,631] [added: 74,050,753] and [removed: 73,195,055] [added: 73,785,631] shares issued as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively | | | [removed: 738] [added: 741] | | | | [removed: 733] [added: 738] | |

| Additional paid-in capital | | | [removed: 1,133,756] [added: 1,187,419] | | | | [removed: 1,070,386] [added: 1,133,756] | |

Critical Audit Matters

_Goodwill - Refer to Notes 2 and 9 to the Consolidated Financial Statements_

The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value.

The Company’s estimate for each reporting unit is based on the present value of estimated future cash flows attributable to the respective reporting unit.

This requires management to make significant estimates and assumptions related to discounts rates and forecasts of future revenues and operating margins.⁠ Changes in the assumptions could have a significant impact on the fair value, the amount of any goodwill impairment charge, or both.

The goodwill balance of the Clean Energy Reporting Unit (“Clean Energy”) as of December 31, 2025, was $79.0 million.

The fair value of Clean Energy exceeded its carrying value by approximately 20% as of the October 31, 2025 measurement date and, therefore, no impairment was recognized.

The Company plans to introduce new products for Clean Energy whose forecasted revenues contribute significantly to the fair value of Clean Energy and for which there is limited historical data.⁠

Given the significant judgments made by management to estimate the fair value of Clean Energy, performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to the selection of the discount rate and forecasts of future revenue and operating margin of Clean Energy, specifically for the new products for which there is limited historical data, required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

_How the Critical Audit Matter Was Addressed in the Audit_

Our audit procedures related to the discount rate and forecasts of revenue and operating margin used by management to estimate the fair value of Clean Energy included the following, among others:

| | ● | We tested the design, implementation, and operating effectiveness of controls over management’s goodwill impairment evaluation, including those over the determination of the fair value of Clean Energy, such as controls related to management’s selection of the discount rate and forecasts of future revenue and operating margin. |

| | ● | With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology and (2) discount rate, including testing the source information underlying the determination of the discount rate, testing the mathematical accuracy of the calculation, and developing a range of independent estimates and comparing those to the discount rate selected by management. |

| | ● | We evaluated management’s ability to accurately forecast future revenue and operating margin by comparing actual results to management’s historical forecasts. |

| | ● | Assessed management’s intent and/or ability to take specific actions included in the discounted cash flow model. |

| | ● | Due to the lack of historical experience available for the new products, we evaluated the reasonableness of management’s revenue and operating margin forecasts for the new products by comparing the forecasts to (1) the historical operating results of the Company’s similar existing products, (2) internal communications to management and the board of directors, (3) analyst reports, and (4) industry reports. |

February 18, 2026

February 18, 2026

| | | _2025_ | | | | _2024_ | | |

| Cash and cash equivalents | | $ | 341,413 | | | $ | 281,277 | |

| Total assets | | $ | 5,573,679 | | | $ | 5,109,331 | |

| Stock repurchases | | | | | | | | | | | | | | | (1,109,206 | ) | | | (147,917 | ) | | | | | | | | | | | | | | | (147,917 | ) | | | | | | | (147,917 | ) |

| Net income | | | | | | | | | | | | | | | | | | | | | | | | | | | 159,554 | | | | | | | | 159,554 | | | | 2,036 | | | | 161,590 | |

| Balance as of December 31, 2025 | | | 74,050,753 | | | $ | 741 | | | $ | 1,187,419 | | | | (15,373,990 | ) | | $ | (1,358,053 | ) | | $ | (202,116 | ) | | $ | 3,003,557 | | | $ | 874 | | | $ | 2,632,422 | | | $ | 5,882 | | | $ | 2,638,304 | |

| Loss attributable to the disposition of a business | | | 3,905 | | | | – | | | | – | |

| Other investing activities | | | (2,335 | ) | | | – | | | | – | |

| Contributions received from noncontrolling interest in subsidiary | | | 979 | | | | – | | | | – | |

| Dividends paid to noncontrolling interest of subsidiary | | | (293 | ) | | | (273 | ) | | | – | |

Deferred financing costs and original issue discount are amortized to interest expense using the effective interest method over the terms of the related credit agreements.

The Company recognizes revenue as products are transferred to, or services are performed for, customers in an amount reflecting the consideration which we expect to receive in return for those products and services.

The Company’s revenues primarily consist of product sales including residential and commercial & industrial generators, energy storage systems, smart thermostats and home monitoring products, and other power products including light towers and a broad line of outdoor power equipment.

We use executed sales agreements and purchase orders to determine the existence of a customer contract.

For each customer contract, we determine if the products and services promised to the customer are distinct performance obligations.

A product or service is distinct if both the following criteria are met at contract inception: (_1_) The customer can benefit from the product or service on its own or with other readily available resources, and (_2_) our promise to transfer the product or perform the service is separately identifiable from other promises in the contract.

For each performance obligation in a contract, we _first_ determine whether the performance obligation is satisfied over time.

A performance obligation is satisfied over time if it meets any of the following criteria:

| | ● | The customer simultaneously receives and consumes the benefits provided by our performance as we perform; |

| | ● | Our performance creates or enhances an asset that the customer controls as the asset is created or enhanced; |

| | ● | Our performance does _not_ create an asset for which we have an alternative use and we have an enforceable right to payment for performance completed to date. |

If _one_ or more of these criteria are met, then we recognize revenue over time using a method that reflects performance under the contract.

February 19, 2025

February 19, 2025

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance as of December 31, 2021 | | | 72,386,017 | | | $ | 725 | | | $ | 952,939 | | | | (8,667,031 | ) | | $ | (448,976 | ) | | $ | (202,116 | ) | | $ | 1,965,957 | | | $ | (54,755 | ) | | $ | 2,213,774 | | | $ | 313 | | | $ | 2,214,087 | |

| Payment of acquisition contingent consideration | | | | | | | | | | | 33,965 | | | | 196,531 | | | | 13,158 | | | | | | | | | | | | | | | | 47,123 | | | | | | | | 47,123 | |

| Stock repurchases | | | | | | | | | | | | | | | (2,722,007 | ) | | | (345,840 | ) | | | | | | | | | | | | | | | (345,840 | ) | | | | | | | (345,840 | ) |

| Net income | | | | | | | | | | | | | | | | | | | | | | | | | | | 399,502 | | | | | | | | 399,502 | | | | 1,825 | | | | 401,327 | |

| Cash and cash equivalents at beginning of period | | | 200,994 | | | | 132,723 | | | | 147,339 | |

| | ● | | In _October 2022,_ the Company acquired Blue Pillar, an industrial IoT platform developer that designs, deploys, and manages industrial IoT network solutions to enable distributed energy generation monitoring and control. |

| | ● | | In _June 2022,_ the Company acquired Electronic Environments Co. LLC and related subsidiaries (collectively EEC). Headquartered in Marlborough, Massachusetts, EEC is an industrial generator distributor as well as a provider of design, build, maintenance, and repair services for data center and telecom facilities. |

_41_

_42_

The Company’s revenues primarily consist of the sale of products to its customers.

The Company considers the purchase orders, which in some cases are governed by master sales agreements, to be the contracts with the customers.

As a substantial portion of the Company’s product revenues are recognized at a point in time, the amount of unsatisfied performance obligations at each period end is _not_ material.

The Company’s contracts have an original expected duration of _one_ year or less.

As a result, the Company has elected to use the practical expedient to _not_ disclose its remaining performance obligations.

The balance of customer deposits (contract liabilities) was $26,858 and $19,173 as of _December 31, 2024,_ and _December 31, 2023,_ respectively.

The Company typically recognizes revenue within _one_ year of the receipt of the customer deposit.

_43_

_44_

| Changes in fair value (1) | | | (11,627 | ) |

| Additional contingent consideration (2) | | | 5,911 | |

(_1_) Represents the change in fair value of the contingent deferred consideration for the Pramac buyout.

See Note _4,_ "Redeemable Noncontrolling Interest", to the consolidated financial statements of this Annual Report on Form _10_\-K.

(_2_) Represents $5,911 of contingent consideration related to the Ageto acquisition.

In _March 2024,_ the Securities and Exchange Commission (SEC) adopted a final rule under SEC Release _No._ _33_\-_11275,_ The Enhancement and Standardization of Climate-Related Disclosures for Investors, to enhance and standardize climate-related disclosures.

The rule will require companies to disclose material Scope _1_ and Scope _2_ greenhouse gas emissions; climate-related risks, governance, and oversight; and the financial effects of severe weather events and other natural conditions.

These disclosures will begin to be phased in beginning with the Company's annual report for the year ending _December 31, 2025._ While this rule has been stayed pending the outcome of legal challenges, the Company is currently assessing the impact of adoption on the Company's consolidated financial statements and related disclosures in the event the stay is lifted.

The Company is evaluating the impact of the new required disclosures, but does _not_ expect the adoption of ASU _2023_\-_09_ to have a material impact on the Company's consolidated financial statements.

In _November 2023,_ the FASB issued ASU _2023_\-_07_ _Segment Reporting - Improving Reportable Segment Disclosures (Topic _280_)_.

The update is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses.

The ASU requires disclosures to include significant segment expenses that are regularly provided to the chief operating decision maker (CODM), a description of other segment items by reportable segment, and any additional measures of a segment's profit or loss used by the CODM when deciding how to allocate resources.

The ASU also requires all annual disclosures currently required by Topic _280_ to be included in interim periods.

The update is effective for fiscal years beginning after _December 15, 2023,_ and interim periods within fiscal years beginning after _December 15, 2024,_ with early adoption permitted and requires retrospective application to all prior periods presented in the financial statements.

The required annual disclosures are reflected in Note _7,_ "Segment Reporting," to this Annual Report on Form _10_\-K and the Company will disclose the required quarterly information beginning with the Form _10_\-Q for the _three_ months ending _March 31, 2025._

_45_

The combined preliminary purchase price for these acquisitions was $45,825, net of cash acquired and inclusive of holdbacks and estimated contingent consideration.

Purchase accounting for C&I BESS and Huntington will be finalized prior to _June 30, 2025,_ while purchase accounting for Ageto will be finalized prior to _September 30, 2025._ Purchase accounting for Wolverine will be finalized prior to _December 31, 2025._ There have _not_ been any material changes to the preliminary purchase price allocation for Wolverine, Ageto, C&I BESS, or Huntington as of _December 31, 2024._ The accompanying consolidated financial statements include the results of these acquisitions from their dates of acquisition.

_Fiscal _2022__ _Acquisitions_

Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management conducted an assessment of the effectiveness of internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] based on the criteria established in the 2013 _Internal Control – Integrated Framework_, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on this assessment, our management has concluded that our internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

Deloitte & Touche LLP (PCAOB ID No. 34), the Company’s independent registered public accounting firm, issued an attestation report on the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] which is included herein.

There have been no changes in our internal control over financial reporting that occurred during the three months ended December 31, [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Adoption: On [removed: _November 19, 2024,_] [added: _December 4, 2025,_] Aaron Jagdfeld, Chief Executive Officer and director, adopted a Rule _10b5_\-_1_ trading arrangement that is intended to satisfy the affirmative defense of Rule _10b5_\-_1_(c) for [removed: (i)] the sale of up to [removed: 46,303] [added: 60,000] shares of the Company’s common stock [removed: and (ii) the exercise of stock options to acquire _13,697_ shares and sale of the acquired shares] until _February [removed: 27, 2026._][added: 26, 2027._]

The information required by Item [removed: 10 not] [added: _10_ _not_] already provided herein under “Item [removed: 1] [added: _1_] – Business – Information About Our Executive Officers”, will be included in our [removed: 2025] [added: 2026] Proxy Statement and is incorporated herein by reference.

The information required by this item will be included in our [removed: 2025] [added: 2026] Proxy Statement and is incorporated herein by reference.

The information required by this item, including under the heading “Securities Authorized for Issuance Under Equity Compensation Plans,” will be included in our [removed: 2025] [added: 2026] Proxy Statement and is incorporated herein by reference.

The information required by this item will be included in our [removed: 2025] [added: 2026] Proxy Statement and is incorporated herein by reference.

The information required by this item will be included in our [removed: 2025] [added: 2026] Proxy Statement and is incorporated herein by reference.

| [Reports of Independent Registered Public Accounting Firm](#report) | [removed: [34](#report)] [added: [41](#report)] |

| [Consolidated balance sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023](#bs)] [added: 2024](#bs)] | [removed: [37](#bs)] [added: [44](#bs)] |

| [Consolidated statements of comprehensive income for years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#income)] [added: 2023](#income)] | [removed: [38](#income)] [added: [45](#income)] |

| [Consolidated statements of stockholders’ equity for years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#equity)] [added: 2023](#equity)] | [removed: [39](#equity)] [added: [46](#equity)] |

| [Consolidated statements of cash flows for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#cf)] [added: 2023](#cf)] | [removed: [40](#cf)] [added: [47](#cf)] |

| [Notes to consolidated financial statements](#notes) | [removed: [41](#notes)] [added: [48](#notes)] |

| 10.1 | | | [Credit Agreement, Dated as of February 9, 2012, As Amended and Restated as of May 30, 2012, As Further Amended and Restated as of May 31, 2013, among Generac Power Systems, Inc., Generac Acquisition Corp., the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Bank of America, N.A. and Goldman Sachs Bank USA, as syndication agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 4, [removed: 2013)](http://www.sec.gov/Archives/edgar/data/1474735/000110465913046543/a13-14243_1ex10d2.htm).] [added: 2013).](http://www.sec.gov/Archives/edgar/data/1474735/000110465913046543/a13-14243_1ex10d2.htm)] |

| 10.8 | | | [Second Amendment, dated as of [removed: May 27, 2021, amending] [added: July 1, 2025, to] that certain Credit Agreement, dated as of February 9, 2012, as amended and restated as of May 30, 2012, as further amended and restated as of May 31, 2013, as amended by the First [removed: Amendment,] [added: Amendment] dated as of [removed: May 18,] [added: May](http://www.sec.gov/Archives/edgar/data/1474735/000143774925021956/ex_835740.htm) [18,] 2015, as further amended by the Replacement Term Loan Amendment, dated as of November 2, 2016, as further amended by the 2017 Replacement Term Loan Amendment, dated as of May 11, 2017, as further amended by the 2017-2 Replacement Term Loan Amendment, dated December 8, 2017, as further amended by the 2018 Replacement Term Loan Amendment, dated June 8, 2018, and as further amended by the 2019 Replacement Term Loan Amendment, dated December 13, 2019, among Generac Power Systems, Inc., Generac Acquisition Corp., the other Loan Parties (as defined therein) party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and the other agents named therein (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed with the SEC on May 28, 2021).](http://www.sec.gov/Archives/edgar/data/0001474735/000143774921013716/ex_253880.htm) |

| [removed: 10.27+] [added: 10.44+] | | | [Amended Form of Restricted Stock Award Agreement pursuant to the [removed: 2010] [added: Generac Holdings Inc. 2019] Equity Incentive Plan (incorporated by reference to Exhibit [removed: 10.3] [added: 10.44] of the [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] filed with the SEC on [removed: May 8, 2012).](http://www.sec.gov/Archives/edgar/data/1474735/000147473512000025/exh10_3.htm)] [added: February 19, 2025).](http://www.sec.gov/Archives/edgar/data/1474735/000143774925004353/ex_773335.htm)] |

| [removed: 10.34+] [added: 97] | | | [Generac Holdings Inc. [removed: Non-Employee Director] [added: Mandatory Restatement] Compensation [added: Recovery] Policy (incorporated by reference to Exhibit [removed: 10.31] [added: 97] of the Annual Report on Form 10-K filed with the SEC on February [removed: 22, 2022).](http://www.sec.gov/Archives/edgar/data/1474735/000143774922004080/ex_337560.htm)] [added: 21, 2024).](http://www.sec.gov/Archives/edgar/data/1474735/000143774924005040/ex_627274.htm)] |

| [removed: 10.44+*] [added: 10.45+] | | | [Amended Form of [removed: Restricted] [added: Nonqualified] Stock [added: Option] Award Agreement pursuant to the Generac Holdings Inc. 2019 Equity Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/1474735/000143774925004353/ex_773335.htm)] [added: Plan (incorporated by reference to Exhibit 10.45 of the Annual Report on Form 10-K filed with the SEC on February 19, 2025).](http://www.sec.gov/Archives/edgar/data/1474735/000143774925004353/ex_773336.htm)] |

| [removed: 10.45+*] [added: 10.46+] | | | [Amended Form of [removed: Nonqualified Stock Option] [added: Performance Share Unit] Award Agreement pursuant to the Generac Holdings Inc. 2019 Equity Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/1474735/000143774925004353/ex_773336.htm)] [added: Plan (incorporated by reference to Exhibit 10.46 of the Annual Report on Form 10-K filed with the SEC on February 19, 2025).](http://www.sec.gov/Archives/edgar/data/1474735/000143774925004353/ex_773337.htm)] |

| [removed: 19*] [added: 21.1*] | | | [removed: [Generac Holdings, Inc. Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/1474735/000143774925004353/ex_764648.htm)] [added: [List of Subsidiaries of Generac Holdings Inc.](https://www.sec.gov/Archives/edgar/data/1474735/000143774926004568/ex_873991.htm)] |

| 23.1* | | | [Consent of Deloitte & Touche LLP, Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/1474735/000143774925004353/ex_726583.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/1474735/000143774926004568/ex_873992.htm)] |

| 31.1* | | | [Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1474735/000143774925004353/ex_726584.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1474735/000143774926004568/ex_873993.htm)] |

| 31.2* | | | [Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1474735/000143774925004353/ex_726585.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1474735/000143774926004568/ex_873994.htm)] |

| 32.1 | | | [Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1474735/000143774925004353/ex_726586.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1474735/000143774926004568/ex_873995.htm)] |

| 32.2 | | | [Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1474735/000143774925004353/ex_726587.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1474735/000143774926004568/ex_873996.htm)] |

| [removed: 97] [added: 19+] | | | [Generac Holdings, Inc. [removed: Mandatory Restatement Compensation Recovery Policy (incorporated] [added: Insider Trading Policy](http://www.sec.gov/Archives/edgar/data/1474735/000143774925004353/ex_764648.htm) [(incorporated] by reference to Exhibit [removed: 97] [added: 19.1] of the Annual Report on Form 10-K filed with the SEC on February [removed: 21, 2024).](http://www.sec.gov/Archives/edgar/data/1474735/000143774924005040/ex_627274.htm)] [added: 19, 2025).](http://www.sec.gov/Archives/edgar/data/1474735/000143774925004353/ex_764648.htm)] |

| 101* | | | The following financial information from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2024,] [added: 2025,] filed with the SEC on February [removed: 19, 2025,] [added: 18, 2026,] formatted in Inline eXtensible Business Reporting Language (iXBRL): (i) Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and December 31, [removed: 2023;] [added: 2024;] (ii) Consolidated Statements of Comprehensive Income for the Fiscal Years Ended December 31, [removed: 2024,] [added: 2025,] December 31, [removed: 2023] [added: 2024] and December 31, [removed: 2022;] [added: 2023;] (iii) Consolidated Statements of Stockholders' Equity for the Fiscal Years Ended December 31, [removed: 2024,] [added: 2025,] December 31, [removed: 2023] [added: 2024] and December 31, [removed: 2022;] [added: 2023;] (iv) Consolidated Statements of Cash Flows for the Fiscal Years Ended December 31, [removed: 2024,] [added: 2025,] December 31, [removed: 2023] [added: 2024] and December 31, [removed: 2022;] [added: 2023;] (v) Notes to Consolidated Financial Statements. |

| 10.34+ | | | [Generac Non-Employee Director Compensation Policy approved September 11, 2025 and effective January 1, 2026 (incorporated by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q filed with the SEC on November 4, 2025).](http://www.sec.gov/Archives/edgar/data/1474735/000143774925033048/ex_879791.htm) |

| Exhibits Number | | | Description |

| --- | --- | --- | --- |

| 2.1 | | | [Arrangement Agreement dated as of November 1, 2021 by and among 13462234 Canada Inc., Generac Power Systems, Inc., ecobee Inc., and Shareholder Representative Services LLC (incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K filed with the SEC on November 2, 2021).](http://www.sec.gov/Archives/edgar/data/1474735/000104746910002937/a2197602zex-3_1.htm) |

| | | | |

| 2.2 | | | [Amendment No. 1, dated as of May 31, 2022, to Arrangement Agreement dated as of November 1, 2021, by and among 13462234 Canada Inc., Generac Power Systems, Inc., ecobee Inc., and Shareholder Representative Services LLC (incorporated by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q filed with the SEC on August 8, 2022).](http://www.sec.gov/Archives/edgar/data/1474735/000143774922019367/ex_406744.htm) |

| | | | |

| 2.3 | | | [Amendment, dated as of December 29, 2022, to Arrangement Agreement dated as of November 1, 2021 by and among 13462234 Canada Inc., Generac Power Systems, Inc., ecobee Inc., and Shareholder Representative Services LLC (incorporated by reference to Exhibit 2.3 of the Annual Report on Form 10-K filed with the SEC on February 22, 2023).](http://www.sec.gov/Archives/edgar/data/1474735/000143774923004153/ex_469392.htm) |

| | | | |

| | | | |

| | | | |

| | | | |

| 10.25 | | | [Form of Confidentiality, Non-Competition and Intellectual Property Agreement (incorporated by reference to Exhibit 10.40 of the Registration Statement on Form S-1 filed with the SEC on November 24, 2009).](http://www.sec.gov/Archives/edgar/data/1474735/000104746909010392/a2195620zex-10_40.htm) |

| 10.46+* | | | [Amended Form of Performance Share Unit Award Agreement pursuant to the Generac Holdings Inc. 2019 Equity Incentive Plan](https://www.sec.gov/Archives/edgar/data/1474735/000143774925004353/ex_773337.htm) |

| 21.1* | | | [List of Subsidiaries of Generac Holdings Inc.](https://www.sec.gov/Archives/edgar/data/1474735/000143774925004353/ex_726582.htm) |

Dated: February [removed: 19, 2025][added: 18, 2026]

| /s/ Aaron Jagdfeld | Chairman, President and Chief Executive | February [removed: 19, 2025] [added: 18, 2026] |

| /s/ York A. Ragen | Chief Financial Officer and | February [removed: 19, 2025] [added: 18, 2026] |

| /s/ bennett morgan | Lead Director | February [removed: 19, 2025] [added: 18, 2026] |

| /s/ MARCIA J. AVEDON | Director | February [removed: 19, 2025] [added: 18, 2026] |

| /s/ ROBERT D. DIXON | Director | February [removed: 19, 2025] [added: 18, 2026] |

| /s/ WILLIAM JENKINS | Director | February [removed: 19, 2025] [added: 18, 2026] |

| /s/ Andrew G. Lampereur | Director | February [removed: 19, 2025] [added: 18, 2026] |

| /s/ NAM TRAN NGUYEN | Director | February [removed: 19, 2025] [added: 18, 2026] |

| /s/ DAVID A. RAMON | Director | February [removed: 19, 2025] [added: 18, 2026] |

| /s/ KATHRYN BOHL | Director | February [removed: 19, 2025] [added: 18, 2026] |

| /s/ DOMINICK ZARCONE | Director | February [removed: 19, 2025] [added: 18, 2026] |

| | | |

| /s/ JOHN D. BOWLIN | Director | February 19, 2025 |

| John D. Bowlin | | |