Item 1. Financial Statements

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Item 1. Financial Statements

Generac Holdings Inc.
Condensed Consolidated Balance Sheets
(U.S. Dollars in Thousands, Except Share and Per Share Data)
(Unaudited)

	*September 30,*			*December 31,*
	*2025*			*2024*
Assets
Current assets:
Cash and cash equivalents	$	300,009		$	281,277
Accounts receivable, less allowance for credit losses of $34,543 and $35,465 at September 30, 2025 and December 31, 2024, respectively		680,082			612,107
Inventories		1,329,687			1,031,647
Prepaid expenses and other current assets		192,335			107,139
Total current assets		2,502,113			2,032,170

Property and equipment, net		778,590			690,023

Customer lists, net		135,982			152,737
Patents and technology, net		350,132			379,095
Other intangible assets, net		12,714			20,026
Tradenames, net		201,420			206,664
Goodwill		1,465,099			1,436,261
Deferred income taxes		20,111			24,132
Operating lease and other assets		131,941			168,223
Total assets	$	5,598,102		$	5,109,331

Liabilities and stockholders’ equity
Current liabilities:
Short-term borrowings	$	46,046		$	55,848
Accounts payable		620,717			458,693
Accrued wages and employee benefits		68,251			81,485
Accrued product warranty		44,689			56,127
Other accrued liabilities		349,477			313,401
Current portion of long-term borrowings and finance lease obligations		17,139			67,598
Total current liabilities		1,146,319			1,033,152

Long-term borrowings and finance lease obligations		1,356,971			1,210,776
Deferred income taxes		62,091			33,185
Deferred revenue		208,939			193,260
Operating lease and other long-term liabilities		173,954			141,515
Total liabilities		2,948,274			2,611,888

Redeemable non-controlling interests		930			–

Stockholders’ equity:
Common stock, par value $0.01, 500,000,000 shares authorized, 74,050,637 and 73,785,631 shares issued at September 30, 2025 and December 31, 2024, respectively		741			738
Additional paid-in capital		1,176,108			1,133,756
Treasury stock, at cost, 15,365,404 and 14,173,697 shares at September 30, 2025 and December 31, 2024, respectively		(1,356,714	)		(1,196,997	)
Excess purchase price over predecessor basis		(202,116	)		(202,116	)
Retained earnings		3,028,020			2,844,296
Accumulated other comprehensive loss		(2,291	)		(85,399	)
Stockholders’ equity attributable to Generac Holdings Inc.		2,643,748			2,494,278
Noncontrolling interests		5,150			3,165
Total stockholders' equity		2,648,898			2,497,443
Total liabilities and stockholders’ equity	$	5,598,102		$	5,109,331

See notes to condensed consolidated financial statements.

Generac Holdings Inc.
Condensed Consolidated Statements of Comprehensive Income
(U.S. Dollars in Thousands, Except Share and Per Share Data)
(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	*2025*			*2024*			*2025*			*2024*

Net sales	$	1,114,353		$	1,173,563		$	3,117,643		$	3,061,033
Costs of goods sold		687,431			701,294			1,901,986			1,896,824
Gross profit		426,922			472,269			1,215,657			1,164,209

Operating expenses:
Selling and service		145,104			145,310			410,664			382,049
Research and development		60,059			56,936			182,461			160,342
General and administrative		93,748			77,242			247,924			209,392
Amortization of intangibles		24,932			24,157			76,102			73,698
Total operating expenses		323,843			303,645			917,151			825,481
Income from operations		103,079			168,624			298,506			338,728

Other (expense) income:
Interest expense		(18,461	)		(22,910	)		(53,813	)		(69,833	)
Investment income		1,646			1,757			5,618			5,286
Change in fair value of investments		(5,667	)		5,198			(17,138	)		(2,938	)
Loss on refinancing of debt		(1,225	)		(4,861	)		(1,225	)		(4,861	)
Other, net		(1,034	)		(577	)		(5,244	)		(1,949	)
Total other expense, net		(24,741	)		(21,393	)		(71,802	)		(74,295	)

Income before provision for income taxes		78,338			147,231			226,704			264,433
Provision for income taxes		11,758			33,453			41,416			65,124
Net income		66,580			113,778			185,288			199,309
Net income attributable to noncontrolling interests		419			36			1,271			220
Net income attributable to Generac Holdings Inc.	$	66,161		$	113,742		$	184,017		$	199,089

Net income attributable to Generac Holdings Inc. per common share - basic:	$	1.14		$	1.91		$	3.14		$	3.29
Weighted average common shares outstanding - basic:		58,263,218			59,493,640			58,604,097			59,720,597

Net income attributable to Generac Holdings Inc. per common share - diluted:	$	1.12		$	1.89		$	3.10		$	3.25
Weighted average common shares outstanding - diluted:		59,122,849			60,312,393			59,314,618			60,475,478

Comprehensive income attributable to Generac Holdings Inc.	$	60,765		$	129,284		$	267,125		$	186,245

See notes to condensed consolidated financial statements.

Generac Holdings Inc.
Condensed Consolidated Statements of Stockholders' Equity
(U.S. Dollars in Thousands, Except Share Data)
(Unaudited)

	Generac Holdings Inc.
														*Excess Purchase Price*					*Accumulated*
						*Additional*								*Over*					*Other*			*Total*
	Common Stock				*Paid-In*		Treasury Stock						*Predecessor*			*Retained*		*Comprehensive*			*Stockholders'*			*Noncontrolling*
	*Shares*		*Amount*		*Capital*		*Shares*			*Amount*			*Basis*			*Earnings*		*Income (Loss)*			*Equity*			*Interests*		*Total*
Balance at July 1, 2025		74,023,750	$	740	$	1,161,153		(15,351,876	)	$	(1,354,218	)	$	(202,116	)	$	2,961,859	$	3,105		$	2,570,523		$	4,668	$	2,575,191
Unrealized loss on interest rate swaps, net of tax benefit of $929																			(2,824	)		(2,824	)				(2,824	)
Foreign currency translation adjustment																			(2,572	)		(2,572	)		14		(2,558	)
Common stock issued under equity incentive plans, net of forfeitures and shares withheld for employee taxes and strike price		26,887		1		2,204																2,205					2,205
Net share settlement of restricted stock awards								(13,528	)		(2,496	)										(2,496	)				(2,496	)
Stock repurchases																						–					–
Share-based compensation						12,751																12,751					12,751
Cash dividends paid to noncontrolling interest of subsidiary																						–					–
Net income																	66,161					66,161			468		66,629

Balance at September 30, 2025		74,050,637	$	741	$	1,176,108		(15,365,404	)	$	(1,356,714	)	$	(202,116	)	$	3,028,020	$	(2,291	)	$	2,643,748		$	5,150	$	2,648,898

	Generac Holdings Inc.
													*Excess Purchase Price*						*Accumulated*
					*Additional*								*Over*						*Other*			*Total*
	Common Stock				*Paid-In*		Treasury Stock						*Predecessor*			*Retained*			*Comprehensive*			*Stockholders'*			*Noncontrolling*
	*Shares*		*Amount*		*Capital*		*Shares*			*Amount*			*Basis*			*Earnings*			*Income (Loss)*			*Equity*			*Interests*		*Total*
Balance at January 1, 2025		73,785,631	$	738	$	1,133,756		(14,173,697	)	$	(1,196,997	)	$	(202,116	)	$	2,844,296		$	(85,399	)	$	2,494,278		$	3,165	$	2,497,443
Unrealized loss on interest rate swaps, net of tax benefit of $3,364																				(10,227	)		(10,227	)				(10,227	)
Foreign currency translation adjustment																				93,335			93,335			665		94,000
Common stock issued under equity incentive plans, net of forfeitures and shares withheld for employee taxes and strike price		265,006		3		3,241																	3,244					3,244
Net share settlement of restricted stock awards								(82,501	)		(11,800	)											(11,800	)				(11,800	)
Stock repurchases								(1,109,206	)		(147,917	)											(147,917	)				(147,917	)
Share-based compensation						39,111																	39,111					39,111
Cash dividends paid to noncontrolling interest of subsidiary																	(293	)					(293	)				(293	)
Net income																	184,017						184,017			1,320		185,337

Balance at September 30, 2025		74,050,637	$	741	$	1,176,108		(15,365,404	)	$	(1,356,714	)	$	(202,116	)	$	3,028,020		$	(2,291	)	$	2,643,748		$	5,150	$	2,648,898

	Generac Holdings Inc.
														*Excess Purchase Price*					*Accumulated*
						*Additional*								*Over*					*Other*			*Total*
	Common Stock				*Paid-In*		Treasury Stock						*Predecessor*			*Retained*		*Comprehensive*			*Stockholders'*			*Noncontrolling*
	*Shares*		*Amount*		*Capital*		*Shares*			*Amount*			*Basis*			*Earnings*		*Income (Loss)*			*Equity*			*Interests*		*Total*
Balance at July 1, 2024		73,608,578	$	736	$	1,101,074		(13,446,797	)	$	(1,088,426	)	$	(202,116	)	$	2,601,974	$	(43,529	)	$	2,369,713		$	2,806	$	2,372,519
Unrealized loss on interest rate swaps, net of tax benefit of $3,400																			(10,177	)		(10,177	)				(10,177	)
Foreign currency translation adjustment																			25,719			25,719			181		25,900
Common stock issued under equity incentive plans, net of forfeitures and shares withheld for employee taxes and strike price		37,842		–		1,336																1,336					1,336
Net share settlement of restricted stock awards								(12,005	)		(1,875	)										(1,875	)				(1,875	)
Stock repurchases								(690,711	)		(102,134	)										(102,134	)				(102,134	)
Share-based compensation						13,115																13,115					13,115
Net income																	113,742					113,742			36		113,778

Balance at September 30, 2024		73,646,420	$	736	$	1,115,525		(14,149,513	)	$	(1,192,435	)	$	(202,116	)	$	2,715,716	$	(27,987	)	$	2,409,439		$	3,023	$	2,412,462

	Generac Holdings Inc.
													*Excess Purchase Price*						*Accumulated*
					*Additional*								*Over*						*Other*			*Total*
	Common Stock				*Paid-In*		Treasury Stock						*Predecessor*			*Retained*			*Comprehensive*			*Stockholders'*			*Noncontrolling*
	*Shares*		*Amount*		*Capital*		*Shares*			*Amount*			*Basis*			*Earnings*			*Income (Loss)*			*Equity*			*Interests*		*Total*
Balance at January 1, 2024		73,195,055	$	733	$	1,070,386		(13,057,298	)	$	(1,032,921	)	$	(202,116	)	$	2,519,313		$	(15,143	)	$	2,340,252		$	2,818	$	2,343,070
Unrealized loss on interest rate swaps, net of tax benefit of $3,316																				(9,925	)		(9,925	)				(9,925	)
Foreign currency translation adjustment																				(2,919	)		(2,919	)		54		(2,865	)
Common stock issued under equity incentive plans, net of forfeitures and shares withheld for employee taxes and strike price		451,365		3		6,869		8,417			–												6,872					6,872
Net share settlement of restricted stock awards								(54,281	)		(6,771	)											(6,771	)				(6,771	)
Stock repurchases								(1,046,351	)		(152,743	)											(152,743	)				(152,743	)
Share-based compensation						38,270																	38,270					38,270
Redemption value adjustment																	(2,686	)					(2,686	)				(2,686	)
Net income																	199,089						199,089			151		199,240

Balance at September 30, 2024		73,646,420	$	736	$	1,115,525		(14,149,513	)	$	(1,192,435	)	$	(202,116	)	$	2,715,716		$	(27,987	)	$	2,409,439		$	3,023	$	2,412,462

See notes to condensed consolidated financial statements.

Generac Holdings Inc.
Condensed Consolidated Statements of Cash Flows
(U.S. Dollars in Thousands)
(Unaudited)

	Nine Months Ended September 30,
	*2025*			*2024*
Operating activities
Net income	$	185,288		$	199,309
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and finance lease amortization		67,571			54,236
Amortization of intangible assets		76,102			73,698
Amortization of deferred financing costs and original issue discount		1,835			2,592
Change in fair value of investments		17,138			2,938
Loss on refinancing of debt		1,225			4,861
Deferred income tax expense (benefit)		32,416			(23,546	)
Share-based compensation expense		39,111			38,270
Loss (gain) on disposal of assets		553			(34	)
Loss attributable to the disposition of a business		3,905			-
Other noncash charges		2,445			2,904
Excess tax expense (benefits) from equity awards		(476	)		(642	)
Net changes in operating assets and liabilities:
Accounts receivable		(31,989	)		(120,137	)
Inventories		(273,053	)		73,390
Other assets		(53,138	)		(4,348	)
Accounts payable		143,645			87,343
Accrued wages and employee benefits		(15,064	)		22,482
Other accrued liabilities		51,205			(11,469	)
Net cash provided by operating activities		248,719			401,847

Investing activities
Proceeds from sale of property and equipment		35			144
Contribution to tax equity investment		-			(1,629	)
Purchase of long-term investments		(3,035	)		(37,118	)
Proceeds from sale of long-term investments		-			2,000
Expenditures for property and equipment		(110,534	)		(83,399	)
Acquisition of business, net of cash acquired		-			(21,784	)
Other investing activities		(1,999	)		-
Net cash used in investing activities		(115,533	)		(141,786	)

Financing activities
Proceeds from short-term borrowings		30,860			29,219
Proceeds from long-term borrowings		134,715			506,465
Repayments of short-term borrowings		(47,290	)		(48,868	)
Repayments of long-term borrowings and finance lease obligations		(75,742	)		(560,644	)
Stock repurchases		(147,917	)		(152,743	)
Payment of debt issuance costs		(5,275	)		(3,616	)
Payment of contingent acquisition consideration		(2,700	)		-
Payment of deferred acquisition consideration		-			(7,361	)
Contributions received from noncontrolling interest in subsidiary		979			-
Dividends paid to noncontrolling interest of subsidiary		(293	)		-
Purchase of additional ownership interest		-			(9,117	)
Taxes paid related to equity awards		(12,864	)		(12,268	)
Proceeds from the exercise of stock options		4,233			12,366
Net cash used in financing activities		(121,294	)		(246,567	)

Effect of foreign exchange rate changes on cash and cash equivalents		6,840			(311	)

Net increase in cash and cash equivalents		18,732			13,183
Cash and cash equivalents at beginning of period		281,277			200,994
Cash and cash equivalents at end of period	$	300,009		$	214,177

See notes to condensed consolidated financial statements.

Generac Holdings Inc. Notes to Condensed Consolidated Financial Statements

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

(Unaudited)

1. Description of Business and Basis of Presentation

Founded in 1959, Generac Holdings Inc. (the Company) is a leading global designer and manufacturer of a wide range of energy technology solutions. The Company provides power generation equipment, energy storage systems, energy management devices & solutions, and other power products and services serving the residential, light commercial, data & telecom, and industrial markets. Generac’s power products and solutions are available globally through a broad network of independent dealers, distributors, retailers, e-commerce partners, wholesalers, and equipment rental companies, as well as sold direct to certain end user customers.

Over the years, the Company has executed a number of acquisitions that support its strategic plan (refer to Item 1 in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, for a discussion of the Company's “Powering a Smarter World” strategic plan). A summary of acquisitions affecting the reporting periods presented include:

	●	In November 2024, the Company acquired Wolverine Power Systems (Wolverine), headquartered in Zeeland, Michigan. Wolverine is an industrial and residential generator distributor as well as a provider of maintenance and repair services.
	●	In August 2024, the Company acquired the assets and liabilities of Ageto, LLC (Ageto). Ageto designs and integrates microgrid control solutions and is headquartered in Fort Collins, Colorado.
	●	In June 2024, the Company closed on the acquisition of the Commercial & Industrial Battery Energy Storage System (C&I BESS) product offering from SunGrid Solutions Inc. located in Cambridge, Canada.
	●	In April 2024, the Company acquired Huntington Power Equipment, Inc. (Huntington), headquartered in Shelton, Connecticut. Huntington is an industrial and residential generator distributor as well as a provider of maintenance and repair services.

The condensed consolidated balance sheet as of September 30, 2025, the condensed consolidated statements of comprehensive income for the three and nine months ended September 30, 2025 and 2024, the condensed consolidated statements of stockholders’ equity for the three and nine months ended September 30, 2025 and 2024, and the condensed consolidated statements of cash flows for the nine months ended September 30, 2025 and 2024 have been prepared by the Company and have not been audited. In the opinion of management, all adjustments (which include only normal recurring adjustments except where disclosed) necessary for the fair presentation of the financial position, results of operation, and cash flows have been made. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year.

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The condensed consolidated financial statements include the accounts of the Company and its subsidiaries that are consolidated in conformity with accounting principles generally accepted in the United States of America (GAAP). All intercompany amounts and transactions have been eliminated in consolidation.

Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

New Accounting Pronouncements

Changes to GAAP are established by the Financial Accounting Standards Board (FASB) in the form of accounting standard updates (ASUs) to the FASB Accounting Standards Codification (ASC).

In September 2025, the FASB issued ASU 2025-06 Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40). The update is intended to better align internal use software guidance with modern development methods, which have evolved to commonly include incremental and iterative development approaches. The ASU requires an entity to start capitalizing software costs when management has authorized and committed to funding a software project and when it is probable the project will be completed and used to perform the intended function. The ASU amendments also supersede previous guidance on website development costs. The update is effective for fiscal years beginning after December 15, 2027 and may be adopted prospectively, retrospectively or with a modified transition approach. Early adoption is permitted. The Company is currently assessing the impact and timing of adopting the updated standard.

In November 2024, the FASB issued ASU 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The new guidance is intended to provide investors with more detailed disclosures around specific types of expenses. The new disclosures require additional quantitative and qualitative information for certain expenses contained within the Consolidated Statements of Comprehensive Income to be presented in the notes to the financial statements. The update is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The disclosure updates are required to be applied prospectively with the option for retrospective application. The Company is currently assessing the impact and timing of adopting the updated standard.

In December 2023, the FASB issued ASU 2023-09 Improvements to Income Tax Disclosures. The ASU establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. Under the new guidance, the Company must consistently categorize and provide greater disaggregation of information in the rate reconciliation. It must also further disaggregate income taxes paid. The update is effective for fiscal years beginning after December 15, 2024. Entities may apply the amendments prospectively or may elect retrospective application. 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 was effective for fiscal year 2024 and is effective for interim periods in fiscal 2025. The required annual disclosures are reflected in Note 7, "Segment Reporting," to the 2024 Annual Report on Form 10-K and the required quarterly disclosures are reflected in Note 7, "Segment Reporting," of this Quarterly Report on Form 10-Q.

There have been no other recent accounting pronouncements, changes in accounting pronouncements, or recently adopted accounting guidance during the nine months ended September 30, 2025, that are of significance or potential significance to the Company's consolidated financial statements or disclosures.

2****. Acquisitions

Fiscal 2024 Acquisitions

On November 1, 2024, the Company acquired Wolverine, headquartered in Zeeland, Michigan. Wolverine is an industrial and residential generator distributor as well as a provider of maintenance and repair services.

On August 1, 2024, the Company acquired the assets and liabilities of Ageto. Ageto designs and integrates microgrid control solutions and is headquartered in Fort Collins, Colorado.

On June 26, 2024, the Company closed on the acquisition of the C&I BESS product offering from SunGrid Solutions Inc. located in Cambridge, Canada.

On April 1, 2024, the Company acquired Huntington, headquartered in Shelton, Connecticut. Huntington is an industrial and residential generator distributor as well as a provider of maintenance and repair services.

The combined preliminary purchase price for these acquisitions was $46,265, net of cash acquired and inclusive of holdbacks and estimated contingent consideration. The Company recorded its preliminary purchase price allocations for all of these acquisitions based on its estimates of the fair value of the acquired assets and assumed liabilities. Purchase accounting for C&I BESS and Huntington was finalized during the second quarter of 2025 and purchase accounting for Ageto was finalized during the third quarter of 2025. The final purchase accounting for those acquisitions resulted in no material adjustments to the Company's preliminary estimates. 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 as of September 30, 2025.

The accompanying condensed consolidated financial statements include the results of Wolverine, Ageto, C&I BESS, and Huntington from their dates of acquisition through September 30, 2025. Pro forma and other financial information are not presented as the effects of these acquisitions are not material to the Company's results of operations or financial position.

3. Redeemable Noncontrolling Interests

The Company entered into a joint venture with E.A. Juffali & Brothers ("Juffali") on August 7, 2025, based in Bahrain, aiming to expand its footprint in the Middle East region. The joint venture, operating under the name Generac Juffali Generators WLL, will function as a distinct legal entity with ownership interests divided between the Company and Juffali at 51% and 49%, respectively. As the Company holds a controlling financial interest in the joint venture's operating entity, it will consolidate the entity. During the third quarter of 2025, Juffali funded 49% of the total capital contributed to the new legal entity. The issuance date fair value of the 49% noncontrolling interest was $979 and was recorded in the condensed consolidated balance sheets as a redeemable noncontrolling interest. This classification is based on Juffali’s right to require redemption of its interest in Generac Juffali Generators under specific triggering circumstances outlined in the joint venture agreement. The redeemable noncontrolling interest is initially recognized at its issuance date fair value and is adjusted each reporting period to reflect the noncontrolling interests’ share of comprehensive income (loss). If the redeemable noncontrolling interest becomes currently redeemable or is probable of becoming currently redeemable, it is then adjusted to the greater of the redemption value or the carrying value, with any redemption value adjustments being recorded directly to retained earnings in the consolidated balance sheets.

On February 1, 2019, the Company acquired a 51% ownership interest in Captiva Energy Solutions Private Limited (Captiva). The 49% noncontrolling interest in Captiva had an acquisition date fair value of $3,165 and was recorded as a redeemable noncontrolling interest in the consolidated balance sheets, as the noncontrolling interest holder had within its control the right to require the Company to redeem its interest in Captiva. The noncontrolling interest holder had a put option to sell his interest to the Company any time after five years from the date of acquisition, or earlier upon the occurrence of certain circumstances. Further, the Company had a call option that may be redeemed any time after five years from the date of acquisition, or earlier upon the occurrence of certain circumstances. The put and call option price was based on a multiple of earnings, subject to the terms of the acquisition agreement. In May 2022, the Company purchased an additional 15% ownership interest in Captiva for $375, which was paid with cash on hand, bringing the Company's total ownership interest in Captiva to 66%. On April 5, 2024, the Company acquired the remaining 34% ownership interest in Captiva for $9,117.

The following table presents the changes in the redeemable noncontrolling interests for Generac Jufalli Generators and Captiva:

	Three Months Ended September 30,					Nine Months Ended September 30,
	2025			2024		2025			2024
Balance at beginning of period	$	-		$	-	$	-		$	6,549
Contribution received from noncontrolling interest holder		979			-		979			-
Net income (loss)		(49	)		-		(49	)		58
Foreign currency translation		-			-		-			(176	)
Purchase of additional ownership interest		-			-		-			(9,117	)
Redemption Value Adjustment		-			-		-			2,686
Balance at end of period	$	930		$	-	$	930		$	-

4. Derivative Instruments and Hedging Activities

The Company records all derivatives in accordance with ASC 815, Derivatives and Hedging, which requires derivative instruments to be reported in the condensed consolidated balance sheets at fair value and establishes criteria for designation and effectiveness of hedging relationships. The Company is exposed to market risk such as changes in commodity prices, foreign currencies, and interest rates. The Company does not hold or issue derivative financial instruments for trading purposes.

The Company periodically utilizes commodity derivatives and foreign currency forward purchase and sales contracts in the normal course of business. Because these contracts do not qualify for hedge accounting, the related gains and losses are recorded in the Company’s condensed consolidated statements of comprehensive income. The commodity and foreign currency forward contract gains and losses are not material to the Company’s condensed consolidated financial statements for the periods presented.

Additionally, the Company maintains interest rate swap agreements and owns stock warrants described in more detail below.

Interest Rate Swaps

In March 2020, the Company entered into three interest rate swap agreements, which were still outstanding as of September 30, 2025. In July 2025, in conjunction with the amendments to the Company’s credit agreements discussed further in Note 11, “Credit Agreements”, the Company modified its interest rate swaps to match the underlying debt and reconfirmed hedge effectiveness. The Company formally documented all relationships between interest rate hedging instruments and the related hedged items, as well as its risk-management objectives and strategies for undertaking various hedge transactions. These interest rate swap agreements qualify as cash flow hedges and therefore, the effective portions of their gains or losses are reported as a component of accumulated other comprehensive income (loss) in the condensed consolidated balance sheets.

The amount of after-tax unrealized losses recognized in accumulated other comprehensive loss for the three and nine months ended September 30, 2025 was $(2,824) and $(10,227), respectively, and for the three and nine months ended September 30, 2024 was $(10,177) and $(9,925), respectively. The cash flows of the swaps are recognized as adjustments to interest expense each period. The ineffective portions of the derivatives’ changes in fair value, if any, are immediately recognized in earnings.

Stock Warrants

During the fourth quarter of 2023, the Company entered into a $30,000 agreement with Wallbox N.V. (Wallbox) to purchase 5% of its Class A common stock (Wallbox Shares) and acquire stock warrants, the latter of which provide the rights to an incremental approximate 5% ownership in the Class A common stock outstanding of Wallbox upon exercise at a fixed price with anti-dilution protections for a period of time. During the third quarter of 2024 and the first and second quarters of 2025, the Company received additional warrants in connection with additional rounds of funding performed by Wallbox through the Company's anti-dilution protection rights. In accordance with GAAP, the Company is required to adjust the carrying value of these warrants to market value on a quarterly basis. Gains and losses attributable to the stock warrants are recognized in other expense, net in the condensed consolidated statements of comprehensive income.

The gain (loss) attributable to the stock warrants was $(1,910) and $(6,482) for the three and nine months ended September 30, 2025, respectively, and $6,606 and $339 for the three and nine months ended September 30, 2024, respectively.

Fair Value

The following table presents the fair value of all the Company’s interest rate swaps and stock warrants.

		September 30, 2025				December 31, 2024
Interest rate swaps		$	14,775			$	28,367
Stock warrants			1,437				7,919

The fair values of the interest rate swaps and stock warrants are included in operating lease and other assets in the condensed consolidated balance sheets as of September 30, 2025, and December 31, 2024. Excluding the impact of credit risk, the fair value of the interest rate swaps as of September 30, 2025, and December 31, 2024, is an asset of $15,218 and $29,254, respectively, which represents the amount the Company would receive to exit all of the agreements on those dates.

5. Fair Value Measurements

ASC 820-10, Fair Value Measurement, defines fair value, establishes a consistent framework for measuring fair value, and expands disclosure for each major asset and liability category measured at fair value on either a recurring basis or nonrecurring basis. ASC 820-10 clarifies that fair value is an exit price, representing the amount that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the pronouncement establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The Company believes the carrying amount of its financial instruments (cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, short-term borrowings, and revolving facility (Revolving Facility) borrowings), excluding Term Loan borrowings, approximates the fair value of these instruments based on their short-term nature. The fair value of the New Tranche A Term Loan Facility borrowing, which has a net carrying value of $696,610, was approximately $693,000 (Level 2) as of September 30, 2025. The fair value of the Term Loan B Facility borrowing, which has a net carrying value of $492,457, was approximately $496,856 (Level 2) as of September 30, 2025. These Term Loan fair values were calculated based on independent valuations which contain inputs and significant value drivers that are observable.

For the fair value of the derivatives measured on a recurring basis, refer to the fair value table in Note 4, “Derivative Instruments and Hedging Activities,” to the condensed consolidated financial statements of this Quarterly Report on Form 10-Q. The fair value of the Company's interest rate swaps and commodity and foreign currency derivative contracts are classified as Level 2. The valuation techniques used to measure the fair value of these derivative contracts, all of which have counterparties with high credit ratings, were based on quoted market prices or model driven valuations using significant inputs derived from or corroborated by observable market data. The fair value of the derivative contracts discussed above considers the Company’s credit risk in accordance with ASC 820-10.

The fair value of the Wallbox stock warrants is classified as Level 3. The fair value of these warrants is measured using a Black Scholes option pricing model, with significant inputs derived from or corroborated by observable market data as well as internal estimates, specifically the time period until exercise. The warrants received in the third quarter of 2024 (and incremental awards received since the third quarter of 2024) and fourth quarter of 2023 expire at the earlier of when the price per share equals or exceeds $6.00 or in 2028 and 2029, respectively. The time period until exercise assumption has a significant impact on the fair value of the warrants.

Equity Securities

Equity securities primarily consist of Wallbox Shares. During the third quarter of 2024, the Company invested an incremental $35,000 in additional Wallbox Shares. The Wallbox Shares are classified as Level 1 in the fair value hierarchy and are recognized at fair value using the closing price of Wallbox common stock quoted on the New York Stock Exchange (NYSE) on the last trading day of the quarter. The Wallbox Shares are included in operating lease and other assets in the condensed consolidated balance sheets. The fair value of the Wallbox Shares was $8,515 and $19,075 as of September 30, 2025, and December 31, 2024, respectively. Gains and losses attributable to the Wallbox Shares are recognized in other expense, net in the condensed consolidated statements of comprehensive income. The loss recognized on the Wallbox Shares was $(3,676) and $(10,560) for the three and nine months ended September 30, 2025, respectively, and $(1,408) and $(3,277) for the three and nine months ended September 30, 2024, respectively.

Contingent Consideration

Certain of the Company's business combinations involve potential payment of future consideration that is contingent upon the achievement of certain milestones. As part of purchase accounting, a liability is recorded for the estimated fair value of the contingent consideration on the acquisition date. The fair value of the contingent consideration is remeasured at each reporting period, and the change in fair value is recognized within general and administrative expenses in the Company's condensed consolidated statements of comprehensive income. The fair value measurement of contingent consideration is typically categorized as a Level 3 liability, as the measurement amount is based primarily on significant inputs that are not observable in the market.

The combined fair value of contingent consideration for the Chilicon Power LLC (Chilicon), Ageto, and PR Industrial S.r.l. (Pramac) acquisitions as of September 30, 2025, and December 31, 2024, was $32,406 and $34,114, respectively. The contingent consideration period for Chilicon extends through December 31, 2028, while the contingent consideration period for Pramac extends through December 31, 2025. The contingent consideration for Ageto can be earned in equal increments with one third of the contingent consideration earned as of August 1, 2025, and the remaining two increments capable of being earned on August 1, 2026 and August 1, 2027. The current portion of contingent consideration totals $6,337 and is reported in other accrued liabilities, and the non-current portion totals $26,069 and is reported in operating lease and other long-term liabilities in the condensed consolidated balance sheets.

The following table provides a reconciliation of the activity for contingent consideration during 2025:

Beginning balance, January 1, 2025	$	34,114
Payment of contingent consideration (1)		(2,700	)
Present value interest accretion		992
Ending balance, September 30, 2025	$	32,406

(1) Includes payments of $2,700 in cash for the Ageto acquisition.

6. Accumulated Other Comprehensive Income (Loss)

The following table presents a disclosure of changes in Accumulated Other Comprehensive Income (Loss) during the three and nine months ended September 30, 2025 and 2024, net of tax:

	*Foreign Currency Translation Adjustments*				*Unrealized Gain (Loss) on Cash Flow Hedges*				*Total*
Beginning Balance – July 1, 2025	$	(10,259	)		$	13,364			$	3,105
Other comprehensive income (loss)		(2,572	)	(1)		(2,824	)	(2)		(5,396	)
Ending Balance – September 30, 2025	$	(12,831	)		$	10,540			$	(2,291	)

	*Foreign Currency Translation Adjustments*				*Unrealized Gain (Loss) on Cash Flow Hedges*				*Total*
Beginning Balance – July 1, 2024	$	(72,220	)		$	28,691			$	(43,529	)
Other comprehensive income (loss)		25,719		(3)		(10,177	)	(4)		15,542
Ending Balance – September 30, 2024	$	(46,501	)		$	18,514			$	(27,987	)

	*Foreign Currency Translation Adjustments*				*Unrealized Gain (Loss) on Cash Flow Hedges*				*Total*
Beginning Balance – January 1, 2025	$	(106,166	)		$	20,767			$	(85,399	)
Other comprehensive income (loss)		93,335		(5)		(10,227	)	(6)		83,108
Ending Balance – September 30, 2025	$	(12,831	)		$	10,540			$	(2,291	)

	*Foreign Currency Translation Adjustments*				*Unrealized Gain (Loss) on Cash Flow Hedges*				*Total*
Beginning Balance – January 1, 2024	$	(43,582	)		$	28,439			$	(15,143	)
Other comprehensive income (loss)		(2,919	)	(7)		(9,925	)	(8)		(12,844	)
Ending Balance – September 30, 2024	$	(46,501	)		$	18,514			$	(27,987	)

	(1)	Represents a slightly unfavorable impact from the strengthening of the U.S. dollar against foreign currencies during the three months ended September 30, 2025, particularly the British Pound.
	(2)	Represents unrealized losses of $3,753 on the interest rate swaps, net of tax effect of $929, for the three months ended September 30, 2025.
	(3)	Represents favorable impact from the weakening of the U.S dollar against foreign currencies during the three months ended September 30, 2024, particularly the Euro and British Pound.
	(4)	Represents unrealized losses of $13,577 on the interest rate swaps, net of tax effect of $3,400, for the three months ended September 30, 2024.
	(5)	Represents favorable impact from the weakening of the U.S. dollar against foreign currencies during the nine months ended September 30, 2025, particularly the Euro and British Pound.
	(6)	Represents unrealized losses of $13,591 on the interest rate swaps, net of tax effect of $3,364, for the nine months ended September 30, 2025.
	(7)	Represents a slightly unfavorable impact from the strengthening of the U.S. dollar against foreign currencies during the nine months ended September 30, 2024, particularly the Euro.
	(8)	Represents unrealized losses of $13,241 on the interest rate swaps, net of tax effect of $3,316, for the nine months ended September 30, 2024.

7. Segment Reporting

The Company has two reportable segments for financial reporting purposes – domestic and international. The domestic segment includes the legacy Generac business and all historical acquisitions based in the U.S. and Canada, all of which have revenues substantially derived from the U.S. and Canada. The international segment includes all historical acquisitions not based in the U.S and Canada, all of which have revenues substantially derived from outside the U.S and Canada. Both reportable segments design and manufacture a wide range of energy technology solutions and other power products. The Company has multiple operating segments, which it aggregates into the two reportable segments, based on materially similar economic characteristics, products and solutions, production processes, classes of customers and markets served, distribution methods, organizational structure, and regional considerations. Intersegment sales are at an appropriate transfer price.

The Company's product offerings consist primarily of power generation equipment, energy storage systems, energy management devices & solutions, and other power products geared for varying end customer uses. While Residential products and Commercial & Industrial (C&I) products include similar products, they differ based on power output and end customer. The composition of net sales between residential, C&I, and other products & services by reportable segment is as follows:

	Net Sales by Reportable Segment
	Three Months Ended September 30, 2025
Product Classes	*Domestic*		*International*		*Total*
Residential products	$	605,444	$	21,262	$	626,706
Commercial & industrial products		212,875		145,398		358,273
Other		115,327		14,047		129,374
Total net sales	$	933,646	$	180,707	$	1,114,353

	Net Sales by Reportable Segment
	Three Months Ended September 30, 2024
Product Classes	*Domestic*		*International*		*Total*
Residential products	$	701,781	$	21,006	$	722,787
Commercial & industrial products		199,339		128,617		327,956
Other		110,227		12,593		122,820
Total net sales	$	1,011,347	$	162,216	$	1,173,563

	Net Sales by Reportable Segment
	Nine Months Ended September 30, 2025
Product Classes	*Domestic*		*International*		*Total*
Residential products	$	1,632,048	$	62,998	$	1,695,046
Commercial & industrial products		635,356		422,493		1,057,849
Other		319,115		45,633		364,748
Total net sales	$	2,586,519	$	531,124	$	3,117,643

	Net Sales by Reportable Segment
	Nine Months Ended September 30, 2024
Product Classes	*Domestic*		*International*		*Total*
Residential products	$	1,629,100	$	61,036	$	1,690,136
Commercial & industrial products		606,147		419,948		1,026,095
Other		305,995		38,807		344,802
Total net sales	$	2,541,242	$	519,791	$	3,061,033

Residential products consist primarily of automatic home standby generators ranging in output from 7.5kW to 150kW, portable generators, residential energy storage systems, energy management devices & solutions, and other outdoor power equipment. These products are predominantly sold through independent residential dealers, national and regional retailers, e-commerce merchants, electrical/HVAC/solar wholesalers, solar installers, and outdoor power equipment dealers. The residential products revenue consists of the sale of the product to the Company's distribution partners, who in turn sell the product to the end consumer, sometimes including installation and maintenance services. In some cases, residential products are sold directly to the end consumer. Substantially all of the residential products' revenues are recorded at a point in time when control is transferred to the customer.

C&I products consist of larger output stationary generators used in C&I applications, with power outputs up to 3,250kW. Also included in C&I products are mobile generators, light towers, C&I battery energy storage systems, mobile heaters, mobile pumps, and related controls for power generation equipment. These products are sold globally through industrial distributors and dealers, Engineering, Procurement, and Construction (EPC) companies, equipment rental companies, and equipment distributors. The C&I products revenue consists of the sale of the product to the Company's distribution partners, who in turn sell or rent the product to the end customer, sometimes including installation and maintenance services. In some cases, C&I products are sold directly to the end customer. Substantially all of the C&I products' revenues are recorded at a point in time when control is transferred to the customer.

Other consists primarily of aftermarket service parts and product accessories sold to the Company's distribution partners, the amortization of extended warranty deferred revenue, remote monitoring and grid services subscription revenue, as well as certain design, build, installation, and maintenance service revenue. The aftermarket service parts and product accessories are generally transferred to the customer at a point in time when control is transferred to the customer, while the extended warranty and subscription revenues are recognized over the life of the contract. Other service revenue is recognized when the service is performed, sometimes after certain milestones are met.

The Company views Adjusted EBITDA as a key measure of the Company's performance. The computation of Adjusted EBITDA is based primarily on the definition that is contained in the Company’s credit agreements. The Company presents Adjusted EBITDA not only due to its importance for purposes of the Company's credit agreements, but also because it assists the Company in comparing performance across reporting periods on a consistent basis as it excludes items the Company's management does not believe are indicative of the Company's core operating performance. The Company's Chief Operating Decision Maker (CODM) is Aaron Jagdfeld, President and Chief Executive Officer (CEO). He uses Adjusted EBITDA, along with the Company's management:

	●	for planning purposes, including the preparation of the Company's annual operating budget and developing and refining internal projections for future periods;
	●	to allocate resources to enhance the financial performance of the Company's business;
	●	as a target for the determination of the bonus component of compensation for the Company's senior executives under the Company's management incentive plan, as described further in the Company's Proxy Statement;
	●	to evaluate the effectiveness of the Company's business strategies and as a tool in evaluating the Company's performance against the Company's budget for each period; and
	●	in communications with the Company's Board of Directors and investors concerning the Company's financial performance.

The table below presents sales (external and intersegment), significant segment expenses, other segment items, and Adjusted EBITDA by reportable segment, reconciled to consolidated income before provision for income taxes.

	Three Months Ended September 30, 2025									Three Months Ended September 30, 2024
	*Domestic*			*International*			*Total*			*Domestic*			*International*			*Total*
External net sales	$	933,646		$	180,707		$	1,114,353		$	1,011,347		$	162,216		$	1,173,563
Intersegment sales		4,494			4,784			9,278			8,853			4,485			13,338
Total sales		938,140			185,491			1,123,631			1,020,200			166,701			1,186,901
Elimination of intersegment sales								(9,278	)								(13,338	)
Costs of goods sold		562,434			134,275			696,709			589,694			124,938			714,632
Elimination of intersegment cost of goods sold								(9,278	)								(13,338	)
Operating expenses		287,901			35,942			323,843			270,194			33,451			303,645
Other segment items (1)		(78,022	)		(12,114	)		(90,136	)		(51,255	)		(11,986	)		(63,241	)
Adjusted EBITDA by reportable segment	$	165,827		$	27,388		$	193,215		$	211,567		$	20,298		$	231,865
Interest expense								(18,461	)								(22,910	)
Depreciation and amortization								(49,211	)								(43,152	)
Non-cash write-down and other adjustments (2)								(2,831	)								(468	)
Non-cash share-based compensation expense (3)								(12,751	)								(13,115	)
Transaction costs and credit facility fees (4)								(827	)								(1,337	)
Business optimization and other charges (5)								(368	)								(1,564	)
Provision for legal, regulatory, and other costs (6)								(23,208	)								(2,382	)
Change in fair value of investment (7)								(5,667	)								5,198
Loss on refinancing of debt (8)								(1,225	)								(4,861	)
Other								(328	)								(43	)
Income before provision for income taxes							$	78,338								$	147,231

	Nine Months Ended September 30, 2025									Nine Months Ended September 30, 2024
	*Domestic*			*International*			*Total*			*Domestic*			*International*			*Total*
External net sales	$	2,586,519		$	531,124		$	3,117,643		$	2,541,242		$	519,791		$	3,061,033
Intersegment sales		18,418			37,113			55,531			26,571			18,127			44,698
Total sales		2,604,937			568,237			3,173,174			2,567,813			537,918			3,105,731
Elimination of intersegment sales								(55,531	)								(44,698	)
Costs of goods sold		1,543,601			413,916			1,957,517			1,543,911			397,611			1,941,522
Elimination of intersegment cost of goods sold								(55,531	)								(44,698	)
Operating expenses		809,056			108,095			917,151			722,082			103,399			825,481
Other segment items (1)		(194,176	)		(37,708	)		(231,884	)		(148,596	)		(36,463	)		(185,059	)
Adjusted EBITDA by reportable segment	$	446,456		$	83,934		$	530,390		$	450,416		$	73,371		$	523,787
Interest expense								(53,813	)								(69,833	)
Depreciation and amortization								(143,673	)								(127,934	)
Non-cash write-down and other adjustments (2)								(4,973	)								(2,863	)
Non-cash share-based compensation expense (3)								(39,111	)								(38,270	)
Transaction costs and credit facility fees (4)								(2,591	)								(4,029	)
Business optimization and other charges (5)								(5,385	)								(3,190	)
Provision for legal, regulatory, and other costs (6)								(31,870	)								(5,280	)
Change in fair value of investments (7)								(17,138	)								(2,938	)
Loss on refinancing of debt (8)								(1,225	)								(4,861	)
Other (9)								(3,907	)								(156	)
Income before provision for income taxes							$	226,704								$	264,433

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

	(2)	Includes gains (losses) on dispositions of assets other than in the ordinary course of business, gains (losses) on sales of certain investments, unrealized mark-to-market adjustments on commodity contracts, certain foreign currency related adjustments, and certain purchase accounting and contingent consideration adjustments.

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

	(4)	Represents transaction costs incurred directly in connection with any investment, as defined in the Company's credit agreement, equity issuance or debt issuance or refinancing, together with certain fees relating to the Company's senior secured credit facilities, such as administrative agent fees and credit facility commitment fees under the Company's credit agreement.
	(5)	Represents severance and other restructuring charges related to the consolidation of certain operating facilities and organizational functions.
	(6)	Represents the following significant litigation, regulatory, and other matters that are not indicative of our ongoing operations: • A provision for judgments, settlements, and legal expenses related to certain patent lawsuits - $2,736 and $5,923 for the three and nine months ended September 30, 2025, respectively, and $2,382 and $4,915 for the three and nine months ended September 30, 2024, respectively. • A provision for a $15,000 multi-district class action settlement related to clean energy products and legal expenses related to certain class action lawsuits - $17,759 and $21,643 for the three and nine months ended September 30, 2025, respectively. • Legal expenses related to certain government inquiries and other significant matters - $2,713 and $4,304 for the three and nine months ended September 30, 2025, respectively. • Additional customer support costs related to a clean energy product customer that filed for bankruptcy in 2022 – $0 and $365 for the three and nine months ended September 30, 2024, respectively.
	(7)	Represents non-cash gains (losses) primarily from changes in the fair value of the Company's investment in Wallbox warrants and equity securities.
	(8)	For the three and nine months ended September 30, 2025, the loss represents third party costs and the write-off of certain deferred financing costs in connection with the refinancing of the Original Tranche A Term Loan Facility and Original Revolving Facility. For the three and nine months ended September 30, 2024, the loss represents fees paid to creditors and the write-off of the original issue discount and deferred financing costs in connection with the refinancing of the Tranche B Term Loan Facility.
	(9)	The pre-tax loss in the nine months ended September 30, 2025 relates primarily to the sale of the Company's immaterial Tank Utility fleet business during the second quarter of 2025.

The following tables summarize additional financial information by reportable segment:

	Assets by Reportable Segment
	*September 30, 2025*		*December 31, 2024*
Domestic	$	4,207,328	$	3,873,904
International		1,390,774		1,235,427
Total	$	5,598,102	$	5,109,331

	Depreciation and Amortization by Reportable Segment
	Three Months Ended September 30,
	*2025*		*2024*
Domestic	$	40,018	$	34,122
International		9,193		9,030
Total	$	49,211	$	43,152

	Depreciation and Amortization by Reportable Segment
	Nine Months Ended September 30,
	*2025*		*2024*
Domestic	$	117,209	$	100,379
International		26,464		27,555
Total	$	143,673	$	127,934

	Capital Expenditures by Reportable Segment
	Three Months Ended September 30,
	*2025*		*2024*
Domestic	$	17,007	$	25,716
International		4,874		2,911
Total	$	21,881	$	28,627

	Capital Expenditures by Reportable Segment
	Nine Months Ended September 30,
	*2025*		*2024*
Domestic	$	93,048	$	73,983
International		17,486		9,416
Total	$	110,534	$	83,399

The Company’s sales in the U.S. represented approximately 80% and 83% of total sales for the three months ended September 30, 2025 and 2__024, respectively, and 79% for both the nine months ended September 30, 2025 and 2024, respectively. Approximately 74% and 76% of the Company's identifiable long-lived assets were located in the U.S. as of September 30, 2025 and December 31, 2024, respectively.

8. Balance Sheet Details

Inventories consist of the following:

	*September 30,*		*December 31,*
	*2025*		*2024*
Raw material	$	766,330	$	611,735
Work-in-process		11,823		6,814
Finished goods		551,534		413,098
Total	$	1,329,687	$	1,031,647

Property and equipment consists of the following:

	*September 30,*			*December 31,*
	*2025*			*2024*
Land and improvements	$	32,006		$	30,220
Buildings and improvements		473,844			358,055
Machinery and equipment		324,388			296,409
Dies and tools		59,783			48,681
Vehicles		18,995			13,887
Office & information technology equipment and internal use software		238,181			213,003
Leasehold improvements		10,497			9,776
Construction in progress		69,287			110,651
Gross property and equipment		1,226,981			1,080,682
Accumulated depreciation		(448,391	)		(390,659	)
Total	$	778,590		$	690,023

Total property and equipment includes finance leases of $85,794 and $61,214 on September 30, 2025, and December 31, 2024, respectively, primarily consisting of buildings and improvements. Amortization of finance lease right of use assets is recorded within depreciation expense in the condensed consolidated statements of comprehensive income. The initial measurement of new finance lease right of use assets is accounted for as a non-cash item in the condensed consolidated statements of cash flows.

9. Product Warranty Obligations

The Company records a liability for standard product warranty obligations accounted for as assurance warranties at the time of sale of the related product to a customer based on historical warranty experience. The Company also records a liability for specific warranty matters when they become known and are reasonably estimable. The following is a tabular reconciliation of the Company’s standard product warranty liability accounted for as an assurance warranty:

	Three Months Ended September 30,						Nine Months Ended September 30,
	*2025*			*2024*			*2025*			*2024*
Balance at beginning of period	$	119,944		$	106,279		$	110,987		$	116,408
Payments		(23,934	)		(23,050	)		(63,689	)		(65,130	)
Provision for warranty issued		28,147			22,755			72,091			54,804
Changes in estimates for pre-existing warranties		1,144			1,458			5,912			1,360
Balance at end of period	$	125,301		$	107,442		$	125,301		$	107,442

The Company also sells extended warranty coverage for certain products, which it accounts for as a service warranty. The sales of extended warranties are recorded as deferred revenue, and typically have a duration of five to ten years. The deferred revenue related to extended warranty coverage is amortized over the duration of the extended warranty contract period, following the standard warranty period, using the straight-line method. The Company believes the straight-line method is appropriate because the performance obligation is satisfied based on the passage of time. The amortization of deferred revenue is recorded to net sales in the condensed consolidated statements of comprehensive income. The following is a tabular reconciliation of the deferred revenue related to extended warranty coverage:

	Three Months Ended September 30,						Nine Months Ended September 30,
	*2025*			*2024*			*2025*			*2024*
Balance at beginning of period	$	202,650		$	171,702		$	186,922		$	155,870
Deferred revenue contracts issued		17,567			15,169			50,299			45,042
Amortization of deferred revenue contracts		(8,787	)		(7,577	)		(25,791	)		(21,618	)
Balance at end of period	$	211,430		$	179,294		$	211,430		$	179,294

The timing of recognition of the Company’s deferred revenue balance related to extended warranties as of September 30, 2025 is as follows:

Remainder of 2025	$	9,199
2026		38,423
2027		39,785
2028		34,718
2029		28,153
After 2029		61,152
Total	$	211,430

Standard product warranty obligations and extended warranty related deferred revenues are included in the condensed consolidated balance sheets as follows:

	*September 30,*		*December 31,*
	*2025*		*2024*
Product warranty liability
Current portion - Accrued product warranty	$	44,689	$	56,127
Long-term portion - other long-term liabilities		80,612		54,860
Total	$	125,301	$	110,987

Deferred revenue related to extended warranties
Current portion - Other accrued liabilities	$	37,746	$	34,069
Long-term portion - Deferred Revenue		173,684		152,853
Total	$	211,430	$	186,922

10. Contract Balances

While the Company’s standard payment terms for its customers are less than one year, the specific payment terms and conditions in its customer contracts vary. In certain cases, the Company’s customers pay for their goods in advance. These prepayments are recognized as customer deposits (contract liabilities) and recorded in other accrued liabilities in the condensed consolidated balance sheets. The balance of customer deposits and other contract liabilities was $58,901 and $26,858 on September 30, 2025, and December 31, 2024, respectively. During the nine months ended September 30, 2025, the Company recognized revenue of $23,020 related to amounts included in the December 31, 2024 customer deposit balance. The Company typically recognizes revenue within one year of the receipt of the customer deposit.

11****. Credit Agreements

Short-term borrowings included in the condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024, consisted of borrowings by the Company’s foreign subsidiaries on local lines of credit totaling $46,046 and $55,848, respectively. As of September 30, 2025 and December 31, 2024, the weighted-average interest rates on the short-term borrowings were 6.33% and 5.44%, respectively.

Long-term borrowings are included in the condensed consolidated balance sheets as follows:

	*September 30,*			*December 31,*
	*2025*			*2024*
Tranche A Term Loan Facility	$	700,000		$	712,500
Term Loan B Facility		495,000			498,750
Original issue discount and deferred financing costs		(5,938	)		(8,203	)
Revolving Facility		90,000			-
Finance lease obligations		91,914			66,355
Other		3,134			8,972
Total		1,374,110			1,278,374
Less: current portion of debt		8,064			60,753
Less: current portion of finance lease obligation		9,075			6,845
Total long-term borrowings and finance lease obligations	$	1,356,971		$	1,210,776

As of September 30, 2025, there were $5,267 of unamortized deferred financing costs associated with the New Revolving Facility (as defined below) included in operating lease and other assets in the condensed consolidated balance sheets, and $5,938 of unamortized original issue discount and deferred financing costs linked to the New Tranche A Term Loan Facility and Term Loan B Facility (as defined collectively below) included in long-term borrowings and finance lease obligations in the condensed consolidated balance sheets.

The New Tranche A Term Loan Facility and New Revolving Facility mature on July 1, 2030. The New Tranche A Term Loan Facility is repayable in quarterly installments commencing October 1, 2026, with a balloon payment due at maturity. The Term Loan B Facility matures on July 3, 2031, and is repayable in quarterly installments which commenced September 2024, with a balloon payment due at maturity. Maturities of the Company's New Tranche A Term Loan Facility, Term Loan B Facility and New Revolving Facility outstanding on September 30, 2025, before considering original issue discount and deferred financing costs, were as follows:

	*New Tranche A Term Loan Facility*		*Term Loan B Facility*		*New Revolving Facility*		*Total*
2025	$	-	$	1,250	$	-	$	1,250
2026		4,375		5,000		-		9,375
2027		21,875		5,000		-		26,875
2028		35,000		5,000		-		40,000
2029		43,750		5,000		-		48,750
2030		595,000		5,000		90,000		690,000
2031		-		468,750		-		468,750
Total	$	700,000	$	495,000	$	90,000	$	1,285,000

The Company’s credit agreements originally provided for a $1,200,000 Tranche B Term Loan Facility (Original Term Loan B Facility) and included a $300,000 uncommitted incremental term loan on that facility. After several amendments, the Original Term Loan B Facility bore interest at rates based on either a base rate plus an applicable margin of 0.75% or adjusted SOFR rate plus an applicable margin of 1.75%, subject to a SOFR floor of 0.0%, and was scheduled to mature on December 13, 2026.

In July 2024, the Company extinguished the $530,000 balance then outstanding under the Original Term Loan B Facility and replaced it with a new $500,000 Tranche B Term Loan Facility maturing on _July 3, 2031 (_New Term Loan B Facility and, together with the Original Term Loan B Facility, the Term Loan B Facility). The New Term Loan B Facility continues to include a $300,000 uncommitted incremental term loan on that facility. In accordance with ASC 470-50, the Company capitalized $2,991 of debt issuance costs related to this transaction. Additionally, the Company wrote-off the unamortized deferred financing costs related to the Original Term Loan B of $4,236 and expensed $625 of fees paid to creditors as a loss on refinancing of debt. The New Term Loan B Facility bears interest at the SOFR rate plus an applicable margin of 1.75%, subject to a SOFR floor of 0.0%, resulting in a 6.03% combined rate as of September 30, 2025.

The New Term Loan B Facility does not require an Excess Cash Flow payment (as defined in the New Term Loan B Facility credit agreement) if the Company’s net secured leverage ratio is maintained below 3.75 to 1.00. As of September 30, 2025, the Company’s net secured leverage ratio was 1.35 to 1.00, and the Company was in compliance with all covenants under the Facility. There are no financial maintenance covenants on the Term Loan B Facility.

The Company’s original Tranche A Term Loan Facility provided an aggregate principal amount of $750,000 (Original Tranche A Term Loan Facility), along with a $1,250,000 revolving facility (Original Revolving Facility) with all LIBOR provisions replaced with SOFR provisions. The Original Tranche A Term Loan Facility and the Original Revolving Facility bore interest at a rate based on adjusted SOFR plus an applicable margin between 1.25% and 1.75%, based on the Company's total leverage ratio and subject to a SOFR floor of 0.0%.

On July 1, 2025, the Company amended the Original Tranche A Term Loan Facility and Original Revolving Facility (Prior Amended Credit Agreement), extending the maturity of both to July 1, 2030, revising the Original Tranche A Term Loan Facility outstanding principal balance to $700,000 (New Tranche A Term Loan Facility), reducing the Revolving Facility borrowing capacity to $1,000,000 (New Revolving Facility) (collectively the New Credit Agreements), and redefined the Term Benchmark (as defined in the Prior Amended Credit Agreement) to replace the Adjusted Term SOFR Rate (as defined in the Prior Amended Credit Agreement) with the Term SOFR Rate (as defined in the New Credit Agreement), resulting in an interest rate reduction of 0.10%. The New Tranche A Term Loan Facility is repayable in increasing quarterly installments over time, equal to 0.625% to 2.50% of the original principal amount, beginning on October 1, 2026. Except for redefining the Term Benchmark, interest rates for the New Credit Agreements remain unchanged from the original credit agreements. As of September 30, 2025, the interest rate for the New Tranche A Term Loan Facility and the New Revolving Facility is 5.78%.

In accordance with ASC 470- 50, the Company capitalized $5,275 of debt issuance costs related to this transaction. Additionally, the Company wrote-off certain unamortized deferred financing costs related to the Original Revolving Facility of $443 and expensed $782 of third-party fees as a loss on refinancing of debt.

Both the Original and New Tranche A Term Loan Facility and the Original and New Revolving Facility contain certain financial covenants that require the Company to maintain a total leverage ratio below 3.75 to 1.00, as well as an interest coverage ratio above 3.00 to 1.00. As of September 30, 2025, the Company’s total leverage ratio was 1.41 to 1.00, and the Company's interest coverage ratio was 12.54 to _1._00. The Company was also in compliance with all other covenants of the New Credit Agreements as of September 30, 2025.

The New Term Loan B Facility, New Tranche A Term Loan Facility and New Revolving Facility are guaranteed by substantially all of the Company’s wholly-owned domestic restricted subsidiaries and are secured by associated collateral agreements which pledge a first priority lien on virtually all of the Company’s assets, including fixed assets and intangibles, cash, trade accounts receivable, inventory, and other current assets and proceeds thereof.

As of September 30, 2__025, there was $90,000 outstanding under the New Revolving Facility, leaving $909,250 of unused capacity, net of outstanding letters of credit.

See Item 7A of the Annual Report on Form 10-K for the year ended December 31, 2024, for further information on interest rate swaps that are currently outstanding and partially offset the above interest expense on outstanding borrowings.

12****. Stock Repurchase Program

In July 2022, the Company's Board of Directors approved a stock repurchase program, which commenced on August 5, 2022, and allowed for the repurchase of up to $500,000 of the Company's common stock over a 24-month period. Additionally, on February 12, 2024, the Company’s Board of Directors approved a new stock repurchase program that allows for the repurchase of up to $500,000 of the Company’s common stock over the following 24 months. The new program replaced the prior share repurchase program, which had $26,297 remaining available for repurchase when the new program was approved. Pursuant to the approved program, the Company may repurchase its common stock from time to time, in amounts and at prices the Company deems appropriate, subject to market conditions and other considerations. The repurchases may be executed using a combination of Rule 10b5-1 trading plans, open market purchases, privately negotiated agreements or other transactions. The actual timing, number and value of shares repurchased under the program will be determined by management at its discretion and in compliance with the terms of the Company's credit agreements. The repurchases may be funded with cash on hand, available borrowings, or proceeds from potential debt or other capital markets sources. The stock repurchase program may be suspended or discontinued at any time without prior notice.

During the three and nine months ended September 30, 2025, the Company repurchased 0 and 1,109,206 shares of common stock for $0 and $147,917, respectively. During the three and nine months ended September 30, 2024, the Company repurchased 690,711 and 1,046,351 shares of common stock for $102,134 and $152,743, respectively. The Company has periodically reissued shares out of Treasury stock, including for acquisition contingent consideration payments.

13. Earnings Per Share

Basic earnings per share is calculated by dividing net income attributable to the common shareholders of the Company by the weighted average number of common shares outstanding during the period, exclusive of restricted shares. Except where the result would be anti-dilutive, diluted earnings per share is calculated by assuming the vesting of unvested in the money restricted stock and the exercise of outstanding in the money stock options, as well as the satisfaction of certain contingent acquisition consideration conditions as of the end of the period. Refer to Note 4, “Redeemable Noncontrolling Interests,” of the Annual Report on Form 10-K for the year ended December 31, 2024, for further information regarding the accounting for redeemable noncontrolling interests within earnings per share.

The following table reconciles the numerator and the denominator used to calculate basic and diluted earnings per share:

	Three Months Ended September 30,				Nine Months Ended September 30,
	*2025*		*2024*		*2025*		*2024*
Numerator
Net income attributable to Generac Holdings Inc.	$	66,161	$	113,742	$	184,017	$	199,089
Redemption value adjustment		-		-		-		(2,686	)
Net income attributable to common shareholders	$	66,161	$	113,742	$	184,017	$	196,403

Denominator
Weighted average shares, basic		58,263,218		59,493,640		58,604,097		59,720,597
Dilutive effect of stock compensation awards (1)		859,631		818,753		710,521		754,881
Weighted average shares, diluted		59,122,849		60,312,393		59,314,618		60,475,478

Net income attributable to common shareholders per share
Basic	$	1.14	$	1.91	$	3.14	$	3.29
Diluted	$	1.12	$	1.89	$	3.10	$	3.25

(1) Excludes approximately 177,000 and 316,000 stock options and restricted stock awards for the three and nine months ended September 30, 2025, respectively, and 430,000 and 440,000 stock options and restricted stock awards for the three and nine months ended September 30, 2024_,_ respectively, because they would be anti-dilutive.

14****. Income Taxes

The effective income tax rates for the nine months ended September 30, 2025 and 2024 were 18.3% and 24.6%, respectively. The decrease in the effective tax rate for the current period was primarily attributable to discrete tax benefits related to a business disposition and certain favorable return-to-provision adjustments in the current year.

On July 4, 2025, the United States signed the “One Big Beautiful Bill Act” (OBBBA) into law. This legislation makes permanent several key provisions of the Tax Cuts and Jobs Act, including 100% bonus depreciation and the immediate expensing of domestic research and development costs. Under ASC 740, “Income Taxes,” the effects of changes in tax laws are reflected in the Company’s financial statements in the quarter in which the legislation was passed.

The Company expects to realize cash tax savings during 2025 as a result of provisions related to bonus depreciation and domestic research and development expensing. These changes did not have a material impact on the Company’s effective income tax rate for the third quarter or the estimated annual effective tax rate for 2025 as the changes relate to temporary differences in basis.

15****. Commitments and Contingencies

The Company has an arrangement with a finance company to provide floor plan financing for certain dealers. The Company receives payment from the finance company after shipment of product to the dealer. The Company participates in the cost of dealer financing up to certain limits and has agreed to repurchase Generac products repossessed by the finance company, but does not indemnify the finance company for any credit losses they incur. The amount financed by dealers which remained outstanding under this arrangement as of September 30, 2025, and December 31, 2024, was $165,200 and $165,432, respectively.

On August 1, 2022_,_ Power Home Solar, LLC d/b/a Pink Energy (PHS) filed a lawsuit in the Western District of Virginia against Generac Power Systems, Inc., a wholly owned subsidiary of the Company (Generac Power). The complaint alleges breaches of warranty, product liability, and other various causes of action against Generac Power relating to the sale and performance of certain clean energy equipment and seeks to recover damages, including consequential damages, that PHS allegedly incurred. The Company disputes the allegations in the complaint, including that PHS can seek consequential damages or amounts greater than the $25,000 liability cap set forth in the agreement between the parties. Generac Power moved to dismiss the complaint and compel arbitration consistent with the parties’ agreement. PHS later filed a Chapter 7 bankruptcy petition in the Western District of North Carolina that identified Generac Power as one of its outstanding creditors. The parties agreed to toll PHS’s deadline to respond to the motion to dismiss and all other pretrial deadlines to allow the bankruptcy trustee to evaluate the complaint. The Trustee has not yet taken further action in this lawsuit. Generac Power intends to vigorously defend against the claims in the complaint, in whichever forum they may proceed.

On October 28, 2022_,_ Daniel Haak filed a putative consumer class action lawsuit against Generac Power in the Middle District of Florida. The complaint alleges breaches of warranty, tort-based, and unjust enrichment claims against Generac Power relating to the sale and performance of certain clean energy products, and seeks to recover damages, including consequential damages, that the plaintiff and putative class allegedly incurred. Additional putative class actions were filed by consumers raising similar claims and allegations in other district court cases. These putative class actions have been consolidated into a Multidistrict Litigation, In re: Generac Solar Power Systems Marketing, Sales Practices and Products Liability Litigation currently pending in the Eastern District of Wisconsin, Case No. 23-md-3078. Generac Power and plaintiffs participated in a mediation through which the parties agreed to certain monetary and non-monetary terms to resolve the matter on a classwide basis. The parties will seek court approval for the classwide settlement and Generac Power has reserved for the contemplated $15,000 settlement fund. Generac Power does not concede liability or any charges of wrongdoing in connection with the proposed settlement.

On December 1, 2022, Oakland County Voluntary Employees’ Beneficiary Association and Oakland County Employees’ Retirement System filed a putative securities class action lawsuit against the Company and certain of its officers in the Eastern District of Wisconsin. The court subsequently consolidated a later filed action and appointed a lead plaintiff. The lead plaintiff filed a consolidated complaint alleging violation of federal securities law related to disclosures of certain matters (the Oakland County Lawsuit). On February 7, 2025, the court granted the Company’s motion to dismiss and found that plaintiffs failed to adequately plead a securities fraud claim. Plaintiffs filed an amended complaint on March 10, 2025 and the Company has filed a motion to dismiss.

On February 3, 2023, a purported Company shareholder filed a shareholder derivative action against certain of the Company’s officers and directors in the United States District Court for the Eastern District of Wisconsin. The complaint seeks unspecified damages on behalf of the Company and certain other relief, such as certain reforms to corporate governance practices. The complaint (in which the Company is named as a nominal defendant) generally alleges, among other things, breaches of fiduciary duties in connection with the oversight of the Company’s public statements and legal compliance, and that the Company was damaged as a result of the breaches of fiduciary duties, and the defendants were unjustly enriched. The complaint also alleges, among other things, violations of Sections 14(a), 10(b) and 20(a) of the Securities Exchange Act of 1934, abuse of control, gross mismanagement, and waste of corporate assets. The Company has received several additional derivative actions filed in both state and federal courts raising similar claims and allegations, including issues raised in the Oakland County Lawsuit. The Company disputes the allegations in the shareholder derivative actions and intends to vigorously defend against the claims in the complaints.

On October 28, 2022, Generac Power received a grand jury subpoena from the U.S. Attorney for the Eastern District of Michigan and, as a result, the Company became aware of an enforcement investigation by the U.S. DOJ. The subpoena requests similar documents and information provided by the Company to the U.S. EPA and the CARB in response to civil document requests related to the Company’s compliance with emissions regulations for approximately 1,850 (not in thousands) portable generators produced by the Company in 2019 and 2020 and sold in 2020. On October 3, 2025, the Company received notice from the EPA that it would seek to void certain emissions certifications for 2020, affecting approximately 4,850 (not in thousands) additional portable generators as the Company previously disclosed in Note 18, “Commitments and Contingencies,” to its 2024 Annual Report on Form 10-K. The Company is cooperating with the DOJ, EPA and CARB regarding these topics and other ancillary requests for information.

On November 30, 2022, the CPSC notified the Company of its intention to recommend the imposition of a civil penalty for failing to timely submit a report to the CPSC in relation to certain portable generators that were subject to a voluntary recall previously announced on July 29, 2021. On May 3, 2023, the parties entered into a mutual settlement agreement. The agreement does not constitute an admission by Generac or a determination by the CPSC that Generac violated the CPSA. The terms of the settlement agreement require the Company to (i) abide by certain customary agency requirements regarding the ongoing commitment to the Company’s internal CPSA compliance practices and program, and (ii) pay a civil fine of $15,800. On July 21, 2023, Generac Power received a grand jury subpoena from the U.S. Attorney for the Eastern District of Wisconsin and, as a result, the Company became aware of a continuing inquiry by the DOJ related to its statutory obligations under the CPSA in connection with this matter. Additionally, on October 23, 2023, the CPSC notified the Company that it is further investigating whether the Company complied with the reporting requirements to the CPSC in relation to certain portable generators that were subject to a voluntary recall previously announced on September 14, 2023_._ The Company is cooperating fully with both the CPSC and DOJ investigations and, at this time, is unable to predict the eventual scope, duration or final outcome of such investigations.

On March 8, 2022, Ollnova Technologies Limited, a non-practicing entity, filed a patent infringement lawsuit against ecobee Technologies, ULC. (ecobee) in the United States District Court for the Eastern District of Texas (Case No. 22-cv-00072-JRG). Ollnova claimed that ecobee infringes on four of its patents. Following an October 5, 2023 jury verdict finding one of Ollnova’s patents invalid and that ecobee infringed at least one of the claims of the asserted patents, on March 1, 2024, the trial court entered judgment against ecobee for $11,500, as well as an award of prejudgment and post-judgment interest. In 2023, the Company recorded a reserve of $12,669 related to this matter. In the first quarter of 2024, the Company recorded an additional reserve of $1,826 for estimated prejudgment and post-judgement interest and continues to accrue for post-judgment interest thereafter. ecobee has appealed the trial court’s judgment to the Court of Appeals for the Federal Circuit and that appeal is currently pending.

On June 9, 2023, Spartronics Vietnam, Inc., a contract manufacturer of Generac Power’s clean energy products, filed multiple lawsuits against Generac Power and sub-suppliers accusing Generac Power of fraud, breaching its supply agreement with Spartronics, tortiously interfering with Spartronics’ relationships with its sub-suppliers, and requesting a determination of rights under the parties’ agreements in state and federal court. Spartronics subsequently filed additional third-party complaints against Generac Power raising similar claims and allegations. After a court granted Generac Power’s motion to compel arbitration, Spartronics filed a demand for arbitration of its claims and Generac filed a counterclaim. On August 18, 2025, Generac Power prevailed in the defense of Spartronics’ arbitration claims and substantially prevailed on its counterclaim seeking possession of pre-paid raw materials and owned tooling. Generac Power also received an award of its legal fees in connection with the action. The award is binding and not subject of an appeal.

On November 21, 2023, Christopher Walling filed a putative securities class action lawsuit against the Company and certain of its officers in the Western District of Wisconsin and was later appointed lead plaintiff. The complaint asserts claims for alleged violation of federal securities law related to statements concerning the Company’s financial outlook and the impact of macroeconomic trends on the demand for its products. The plaintiff seeks to represent a class of individuals who purchased or otherwise acquired common stock between May 3, 2023, and August 3, 2023, and seeks unspecified compensatory damages and other relief on behalf of a purported class of purchasers of the Company’s stock (the Walling Lawsuit). The Company moved to dismiss the amended complaint on June 21, 2024, and intends to vigorously defend against the claims in the amended complaint.

On February 14, 2024, a purported Company shareholder filed a derivative action against certain of the Company’s officers and directors in the United States District Court for the Eastern District of Wisconsin. The complaint (in which the Company is named as a nominal defendant) generally alleges, among other things, breaches of fiduciary duties in connection with the oversight of the Company’s public statements and legal compliance, including as to the claims raised in the Walling Lawsuit. The complaint seeks unspecified damages on behalf of the Company and certain other relief, including certain corporate governance reforms. The Company disputes the allegations in the shareholder derivative action and intends to vigorously defend against the claims in the complaint.

On December 5, 2023, seven plaintiffs filed a product liability lawsuit in the Philadelphia County Court of Common Pleas against Generac Power, other Generac affiliates, and unrelated entities for damages sustained in an accident involving a GP15000E portable generator that occurred on _October 4, 2023 (_Zawaski, et al. v. Generac Power Systems, Inc., et al.). Plaintiffs are pursuing claims against Generac Power for negligence, strict liability, and loss of consortium, seeking compensatory and punitive damages. Discovery and evaluation of the case are ongoing. Generac Power intends to participate in a mediation in January 2026 along with other parties and plaintiffs, in advance of a trial that is likely to occur on or after April 2026. Plaintiffs have not fully quantified their damages but will be seeking damages in excess of Generac Power’s available insurance. The Company continues to defend the matter, and it is uncertain how liability, if any, might be shared among multiple parties.

On October 9, 2024, Champion Power Equipment, Inc. (Champion) filed a patent infringement lawsuit against Generac Power in the United States District Court for the Eastern District of Wisconsin (Case No. 24-cv-01281-LA). Champion claims that certain Generac and Powermate branded multi-fuel portable generators infringe on Champion’s portfolio of dual and multi-fuel patents. Generac Power denies infringement and has filed a counterclaim against Champion claiming that some of Champion’s portable generators infringe on Generac Power’s patents relating to carbon monoxide detection and engine shutoff technologies. Champion in turn filed new patent infringement claims relating to its own carbon monoxide detection and shutoff technology. Generac Power denies the infringement allegations and intends to vigorously defend the matter.

On October 18, 2024, two individuals filed a putative consumer class action lawsuit against Generac Power and the Company in the Middle District of Florida (Case No. 24-cv-02412). The Amended Complaint, which includes additional plaintiffs, alleges certain defects for home standby generators manufactured or sold to consumers from 2020-2024. Plaintiffs assert breaches of warranty, tort-based, and statutory claims relating to the sale and performance of home standby generators. The Company disputes the allegations and intends to vigorously defend against the claims in the complaint, including that the case should not proceed as a class action.

It is presently unlikely that any legal, regulatory or other proceedings pending against or involving the Company will have a material adverse effect on the Company’s financial condition, results of operations or cash flows. However, in many of these matters, it is inherently difficult to determine whether a loss is probable or to estimate the size or range of the possible loss given the variety and potential outcomes of actual and potential claims, the uncertainty of future rulings, the behavior or incentives of adverse parties, and other factors outside the control of the Company. Accordingly, the Company’s loss reserves may change from time to time, and actual losses could exceed the amounts reserved by an amount that could be material to the Company’s consolidated financial position, results of operations or cash flows in any particular reporting period.

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