What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-19 compared with 2025-02-20 · 262 added, 234 removed, 1100 unchanged (31% of the section changed)

31 unchanged sentences

We have adopted a Code of Ethics and Business Conduct Policy applicable to all employees.

Our Code of Ethics and Business Conduct Policy is available on the Company’s web site at www.patrickind.com under “For Investors”.

Our Code of Ethics and Business Conduct Policy is available on the Company’s web site at www.patrickind.com under “Investors”.

We intend to post on our web site any substantive amendments to, or waivers from, our Code of Ethics and Business Conduct Policy as well as our Corporate Governance Guidelines.

5 unchanged sentences

In addition, it is our intent to comply with applicable laws and regulations relating to the Company trading in its own securities.

A copy of our Insider Trading Policy is filed with this Annual Report on Form 10-K as Exhibit 19.1

A copy of our Insider Trading Policy is incorporated by reference with this Annual Report on Form 10-K as Exhibit 19.1

EXECUTIVE COMPENSATION

14 unchanged sentences

dated June 5, 2018 (filed as Exhibit 3.2 to the Company's Form 10-K filed on February 28, 2019 and incorporated herein by reference).

3.3** Amendment to the Articles of Incorporation of Patrick Industries, Inc.

dated February 2, 2026 .

3.4 Amended and Restated By-laws of Patrick Industries, Inc.

20 unchanged sentences

10.2* Form of Employment Agreement with Executive Officers (filed as Exhibit 10.2 to the Company’s Form 10-K filed on March 30, 2010 and incorporated herein by reference).

10.3* Form of Non-Qualified Stock Option Agreement (filed as Exhibit 10.3 to the Company’s Form 10-K filed on February 24, 2023 and incorporated herein by reference).

10.4* Form of Officer and Employee Time-Based Restricted Share Award (filed as Exhibit 10.4 to the Company’s Form 10-K filed on February 24, 2023 and incorporated herein by reference).

10.5* Form of Officer and Employee Time-Based Restricted Share Award and Performance Contingent Restricted Share Award (filed as exhibit 10.5 to the Company's Form 10-K filed on February 24, 2023 and incorporated herein by reference).

10.6* Form of Non-Employee Director Restricted Share Award (filed as Exhibit 10.6 to the Company’s Form 10-K filed on February 24, 2023 and incorporated herein by reference).

10.7* Form of Stock Appreciation Rights Agreement (filed as Exhibit 10.7 to the Company’s Form 10-K filed on February 24, 2023 and incorporated herein by reference).

Exhibit Number Exhibits

10.3** Form of Executive Officer and Executive Vice President Time-Based Restricted Share and Performance Contingent Restricted Share Award Agreement.

10.4** Form of Time-Based Restricted Share Award Agreement.

10.5** Form of Time-Based Restricted Share and Performance Contingent Restricted Share Award Agreement.

10.6** Form of Independent Director Restricted Share Award Agreement.

10.7** Form of Stock Appreciation Rights Award Agreement.

Form of Non-Qualified Stock Option Agreement.

10.9 Fifth Amended and Restated Credit Agreement dated October 24, 2024 by and among the Company, the Guarantors, the lenders from time to time a party thereto and Wells Fargo Bank, National Association (filed as Exhibit 10.1 to the Company's Form 8-K filed on October 28, 2024 and incorporated herein by reference).

32 unchanged sentences

(filed as Exhibit 10.11 to the Company's Form 8-K filed on December 13, 2021 and incorporated herein by reference)

Exhibit Number Exhibits

10.21 Additional Issuer Warrant Transaction Confirmation, dated as of December 9, 2021, by and between Patrick Industries, Inc.

6 unchanged sentences

Roeder (filed as Exhibit 10.1 to the Company's Form 8-K filed on March 5, 2024 and incorporated herein by reference)

10.24** Confidential Separation and Release Agreement with President of Powersports and Housing.

19.1* Insider Trading Policy.

(filed as Exhibit 19.1 to the Company’s Form 10-K filed on February 20, 2025 and incorporated herein by reference).

21** Subsidiaries of the Registrant.

5 unchanged sentences

Incentive Compensation Recovery Policy.

(filed as Exhibit 97 to the Company’s Form 10-K filed on February 20, 2025 and incorporated herein by reference)

XBRL Exhibits.

35 unchanged sentences

(Principal Accounting Officer)

Augsburger Director February 19, 2026

/s/ Natalie A.

Brown Director February 19, 2026

/s/ Joseph M.

4 unchanged sentences

Kitson Director February 19, 2026

/s/ Pamela R.

Klyn Director February 20, 2025

/s/ Derrick B.

Mayes Director February 20, 2025

Suggs Director February 19, 2026

14 unchanged sentences

We have audited the accompanying consolidated balance sheets of Patrick Industries, Inc.

and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, shareholders' equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the "financial statements").

and subsidiaries (the "Company") as of December 31, 2025 and December 31, 2024, the related consolidated statements of income, comprehensive income, shareholders' equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements").

We also have audited the Company's internal control over financial reporting as of December 31, 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 financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

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

Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework (2013) issued by COSO.

As described in the accompanying Management's Annual Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at the operations of businesses acquired in 2024, which are described in Note 3, whose financial statements constitute less than 8% of consolidated net sales for the year ended December 31, 2024 and approximately 3% of consolidated total assets as of December 31, 2024.

As described in the accompanying Management's Annual Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at the operations of businesses acquired in 2025, which are described in Note 3, whose financial statements constitute approximately 1% of consolidated net sales for the year ended December 31, 2025 and approximately 2% of consolidated total assets as of December 31, 2025.

Accordingly, our audit did not include the internal control over financial reporting at these businesses.

Basis for Opinions

The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting.

The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Reporting on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on these financial statements and an opinion on the Company's internal control over financial reporting based on our audits.

19 unchanged sentences

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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Acquisitions - Sportech - Customer Relationships and Trademark Intangible Assets - Refer to Note 3 to the financial statements

Goodwill–Fiberglass Reporting Unit–Refer to Notes 1 and 6 to the Financial Statements

Critical Audit Matter Description

The Company completed the acquisition of Sportech for approximately $319 million in January 2024.

The Company accounted for the acquisition under the acquisition method of accounting for business combinations.

Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values, including a customer relationships intangible asset and a trademark intangible asset of $152 million and $21 million, respectively.

Management estimated the fair value of the customer relationships intangible asset using the multi-period excess earnings method and the fair value of the trademark intangible asset using the relief-from-royalty method, both such methods being specific discounted cash flow methods.

The fair value determination of these intangible assets required management to make significant estimates and assumptions related to future cash flows, specifically revenue growth and profit margins, and the selection of the discount rates and, specifically for the trademark intangible asset, the selection of the royalty rate.

We identified these intangible assets for Sportech as a critical audit matter because of the significant estimates and assumptions management made to fair value these assets.

This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s valuation methodologies, forecasts of future cash flows, specifically revenue growth and profit margins, and the selection of the discount rates and, for the trademark intangible asset, the royalty rate.

Impairment reviews of goodwill are performed at the reporting unit level.

When estimating reporting unit fair value, the Company uses a combination of market and income-based methodologies.

The market approach includes a comparison of the multiple of a reporting unit's carrying value to its earnings before interest, taxes, depreciation and amortization with the multiples of similar businesses or guideline companies whose securities are actively traded in the public markets.

When calculating the present value of future cash flows under the income approach, the Company takes into consideration multiple variables, including forecasted sales volumes and operating income, current industry and economic conditions, and historical results.

The income approach fair value estimate also includes estimates of long-term growth rates and discount rates that are commensurate with the risks and uncertainty inherent in the respective reporting units and internally-developed forecasts.

Based on the results of the Company's analyses, the estimated fair value of the Fiberglass Reporting Unit was determined to exceed the carrying value for the year ended December 31, 2025 and so no impairment was recognized.

We identified the valuation of goodwill for the Fiberglass Reporting Unit as a critical audit matter due to the significant judgments made by management to estimate the fair value of the reporting unit and the difference between the fair value of the reporting unit and its carrying value.

This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s sales and gross profit growth rates and the selection of the discount rate used in the income approach fair value estimate.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the valuation methodologies, the forecasts of future cash flows, specifically revenue growth and profit margins, and the selection of the discount rates and trademark intangible asset royalty rate included the following, among others:

• We tested the effectiveness of controls over the valuation of the customer relationships and trademark intangible assets, including management’s controls over the valuation methodologies, forecasts of future cash flows, specifically revenue growth and profit margins, and selection of the discount rates and trademark intangible asset royalty rate.

• We assessed the reasonableness of management’s forecast of future cash flows, specifically revenue growth and profit margins, by comparing the projections to historical results and certain peer companies.

• With the assistance of our internal fair value specialists, we evaluated the reasonableness of the valuation methodologies, discount rates, and trademark intangible asset royalty rate by:

◦ Assessing whether the selected valuation methodologies align with generally accepted valuation methodologies.

◦ Testing the source information underlying the determination of the discount rates and trademark intangible asset royalty rate.

◦ Testing the mathematical accuracy of the calculations.

◦ Developing ranges of independent estimates and comparing those to the rates selected by management.

Our audit procedures related to the sales and gross profit growth rates and discount rate used by management to estimate the fair value of the Fiberglass Reporting Unit included the following, among others:

• We tested the effectiveness of controls over management’s determination of the reporting unit’s fair value, including controls related to sales and gross profit growth rates and the discount rate.

• We evaluated the reasonableness of management’s sales and gross profit growth rates by comparing the forecasted amounts to (1) historical results, (2) internal communications to the Board of Directors, and (3) available external information concerning the Company, its end markets, and companies in its peer group.

• We evaluated management’s ability to accurately forecast sales and gross profit growth rates by comparing historical results to historical forecasts.

• With the assistance of our fair value specialists, we evaluated the reasonableness of the discount rate, including testing the underlying source information and the mathematical accuracy of the calculations and developing a range of independent estimates and comparing the range to the discount rate selected by management.

/s/ Deloitte & Touche LLP

16 unchanged sentences

Interest expense, net 74,507 79,470 68,942

Other expenses 24,420 — —

Income before income taxes 177,062 178,570 191,258

2 unchanged sentences

Basic earnings per common share $ 4.16 $ 4.25 $ 4.43

$ 4.25 $ 4.43 $ 9.88

Diluted earnings per common share $ 3.90 $ 4.11 $ 4.33

$ 4.11 $ 4.33 $ 8.99

Weighted average shares outstanding - Basic 32,488 32,568 32,278

32,568 32,278 33,210

Weighted average shares outstanding - Diluted 34,637 33,699 33,038

33,699 33,038 36,707

(1) Prior year periods reflect the impact of the three-for-two stock split paid on December 13, 2024.

See Note 1 "Basis of Presentation and Significant Accounting Policies" for further details.

See accompanying Notes to Consolidated Financial Statements.

5 unchanged sentences

Other comprehensive income (loss), net of tax:

Change in unrealized gain on hedge derivatives — — 757

Foreign currency translation loss ( 40 ) ( 75 ) ( 97 )

Foreign currency translation gain (loss) 50 ( 40 ) ( 75 )

Other — 113 ( 229 )

23 unchanged sentences

Accrued liabilities 94,412 105,753

Other current liabilities 424 —

Total current liabilities 348,490 353,615

15 unchanged sentences

Total liabilities and shareholders' equity $ 3,076,174 $ 3,020,954

(1) The prior year period reflects the impact of the three-for-two stock split paid on December 13, 2024.

See Note 1 "Basis of Presentation and Significant Accounting Policies" for further details.

See accompanying Notes to Consolidated Financial Statements.

10 unchanged sentences

Deferred income taxes 35,529 ( 6,481 ) ( 591 )

(Gain) loss on sale of property, plant and equipment ( 237 ) 585 ( 5,560 )

Loss (gain) on sale of property, plant and equipment 2,143 ( 237 ) 585

Loss on extinguishment of debt — 2,549 —

27 unchanged sentences

Other financing activities ( 584 ) 123 ( 150 )

Net cash provided by (used in) financing activities 208,160 ( 333,565 ) ( 190,273 )

Net increase (decrease) in cash and cash equivalents 22,152 ( 11,438 ) ( 100,002 )

Net cash (used in) provided by financing activities ( 130,057 ) 208,160 ( 333,565 )

Net (decrease) increase in cash and cash equivalents ( 7,129 ) 22,152 ( 11,438 )

Cash and cash equivalents at beginning of year 33,561 11,409 22,847

4 unchanged sentences

($ in thousands) Common

Stock Additional

Capital Accumulated Other

Stock Accumulated Other

Comprehensive

2 unchanged sentences

Balance at January 1, 2023 $ 197,003 $ ( 695 ) $ 758,861 $ 955,169

Impact of adoption of ASU 2020-06 — ( 59,668 ) — 15,975 ( 43,693 )

Net income — — 142,897 142,897

Dividends declared — — ( 42,327 ) ( 42,327 )

Other comprehensive income, net of tax — — 1,533 — 1,533

Other comprehensive loss, net of tax — ( 304 ) — ( 304 )

Share repurchases under buyback program ( 2,455 ) — ( 16,353 ) ( 18,808 )

5 unchanged sentences

Dividends declared — — ( 50,246 ) ( 50,246 )

Other comprehensive loss, net of tax — — ( 304 ) — ( 304 )

Other comprehensive income, net of tax — 73 — 73

Share repurchases under buyback program ( 367 ) — ( 4,294 ) ( 4,661 )

Issuance of shares upon exercise of common stock options 21 — — 21

Repurchase of shares for tax payments related to the vesting and exercise of share-based grants ( 12,132 ) — — — ( 12,132 )

Repurchase of shares for tax payments related to the vesting and exercising of share-based grants ( 17,334 ) — — ( 17,334 )

Stock-based compensation expense 16,775 — — 16,775

5 unchanged sentences

Issuance of shares upon exercise of common stock options — — —

Repurchase of shares for tax payments related to the vesting and exercise of share-based grants ( 17,334 ) — — — ( 17,334 )

Repurchase of shares for tax payments related to the vesting of share-based grants ( 10,932 ) — — ( 10,932 )

Stock-based compensation expense 19,066 — — 19,066

10 unchanged sentences

Manufacturing and Distribution.

Reclassified Amounts

Certain amounts have been reclassified in prior years' financial statements to conform with current year presentation.

These reclassifications are immaterial to the overall financial statements.

Previously, our sales to the powersports end market were included in the Company’s marine end market sales.

Effective with the first quarter of 2024, powersports net sales are being reported separately after the January 2024 acquisition of Sportech, LLC, as disclosed in Note 2 "Revenue Recognition".

Principles of Consolidation

5 unchanged sentences

GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.

Estimates include the valuation of goodwill and indefinite-lived intangible assets, the valuation of long-lived assets, the allowance for credit losses, excess and obsolete inventories, assets acquired and liabilities assumed in a business combination, the valuation of estimated contingent consideration, deferred tax asset valuation allowances, and certain accrued liabilities.

Estimates include the valuation of goodwill and indefinite-lived intangible assets, the allowance for credit losses, excess and obsolete inventories, the valuation of assets acquired and liabilities assumed in a business combination, the valuation of contingent consideration in a business combination, deferred tax asset valuation allowances, and certain accrued liabilities.

Actual results could differ from the amounts reported.

7 unchanged sentences

Manufacturing segment revenue is recognized when control of the products transfers to the customer which is the point when the customer gains the ability to direct the use of and obtain substantially all the remaining benefits from the asset, which is generally upon delivery of goods, or upon shipment of goods in certain circumstances.

In limited circumstances, where the products are customer specific with no alternative use to the Company, and the Company has a legally enforceable right to payment for performance to date with a reasonable margin, revenue is recognized over the contract term based on the cost-to-

However, the financial impact of these contracts is immaterial considering the short production cycles and limited inventory days on hand.

5 unchanged sentences

(ii) our obligation to pay the vendor irrespective of our ability to collect from the customer;

(iii) our discretion in determining the price of the good provided to the customer;

(iii) our discretion in

determining the price of the good provided to the customer;

(iv) our title to the goods before the customer receives or accept the goods;

13 unchanged sentences

Warehouse and delivery expenses include salaries and wages, building rent and insurance, and other overhead costs related to distribution operations and delivery costs related to the shipment of finished and distributed products to customers.

Other Expenses

During the year ended December 31, 2025, the Company recognized a legal settlement expense of $ 24.4 million, related to a motor-vehicle accident that resulted in two fatalities, within "Other expenses" in the Company's consolidated statements of income.

Stock Based Compensation

Compensation expense related to the fair value of restricted stock awards as of the grant date is calculated based on the Company’s closing stock price on the date of grant.

In addition, the Company estimates the fair value of all stock option and stock appreciation ri ghts (“SARS”) awards as of the grant date by applying the Black-Scholes option-pricing model.

In addition, the Company estimates the fair value of all stock option and stock appreciation rights (“SARs”) awards as of the grant date by applying the Black-Scholes option-pricing model.

The use of this valuation model involves assumptions that are judgmental and highly sensitive in the determination of compensation expense, including the expected option term, dividend yield, risk-free interest rate and volatility of the Company's common stock.

2 unchanged sentences

The risk free interest rate is based on the U.S.

Trea sury yield curve in effect at the time

of grant for instruments of a similar term.

Treasury yield curve in effect at the time of grant for instruments of a similar term.

New shares are issued upon exercise of options.

5 unchanged sentences

Common Stock Equivalents are not included in the computation of diluted earnings per common share if their effect would be anti-dilutive.

On November 18, 2024, the Board of Directors declared a three-for-two stock split of the Company's common stock, to be effected in the form of a stock dividend.

Shareholders of record as of the close of business on November 29, 2024 received one additional share for every two shares held which was paid on December 13, 2024.

The Company's stock began trading on a post-split basis on December 16, 2024.

Cash paid in lieu of fractional shares was immaterial.

All share and per share information has been updated on a retrospective basis for all periods presented .

See Note 13 "Earnings Per Common Share" for the calculation of both basic and diluted earnings per common share.

Cash and Cash Equivalents

29 unchanged sentences

Leasehold improvements are amortized over the lesser of their useful lives or the related lease term.

Finance lease right-of-use assets are amortized over the shorter of the useful lives of the asset or lease term, or over an estimated useful life of the asset when the lease includes a purchase option that the Company is reasonably certain to exercise.

Finance lease amortization is recognized within depreciation expense in the consolidated statements of income.

Goodwill and Intangible Assets

33 unchanged sentences

See Note 14 "Leases" for additional information.

Major Customer Concentration

The Company had two major customers that accounted for the following consolidated net sales for the years ended December 31, 2025, 2024 and 2023:

Year Ended December 31,

2025 2024 2023

Percentage of total net sales:

Customer 1 14 % 15 % 15 %

Customer 2 14 % 14 % 14 %

The Company had two major customers that accounted for the following trade receivables as of December 31, 2025 and 2024:

As of December 31,

Percentage of trade receivables, net:

Customer 1 5 % 6 %

Customer 2 8 % 8 %

Recently Issued Accounting Pronouncements

Adoption of New Accounting Standards

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07 , “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures" .

This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment's profit or loss.

This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources.

The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements.

The Company adopted the ASU during the year ended December 31, 2024 and applied the requirements for the fiscal year ended December 31, 2024 on a retrospective basis to all periods presented.

The Company will begin to apply the disclosure requirements in interim periods beginning in 2025.

The adoption of this guidance did not have a significant impact on Patrick’s consolidated financial statements.

See Note 17 "Segment Reporting" for further detail.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09 , " Income Taxes (Topic 740):

Improvements to Income Tax Disclosures" .

This ASU establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements.

Under the new guidance, entities must consistently categorize and provide greater disaggregation of information in the rate reconciliation.

They must also further disaggregate income taxes paid.

The new standard is effective for fiscal years beginning after December 15, 2024, with retrospective application permitted.

The Company adopted this ASU during the year ended December 31, 2025 and applied the requirements for the fiscal year ended December 31, 2025 on a prospective basis to all periods presented.

Accounting Standards Not Yet Adopted

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 amendments in this update require public business entities to disclose, on an annual and interim basis, disaggregated information about certain income statement expense line items in the notes to the financial statements.

Public business entities are required to apply the guidance prospectively or retrospectively.

This ASU is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027.

In September 2025, the FASB issued ASU 2025-06 , "Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software" .

This update eliminates the previous stage-

based capitalization model for internal-use software projects and instead requires capitalization once management has authorized and committed to funding the software project and it is probable that the project will be completed and the software will be used to perform the function intended.

The update permits an entity to apply the new guidance using a prospective transition approach, modified transition approach or a retrospective transition approach.

This ASU is effective for fiscal years beginning after December 15, 2027 and interim periods within those fiscal years.

Early adoption is permitted.

The Company is

currently evaluating the effects that the adoption of ASU 2024-03 will have on the Company's consolidated financial statements.

The Company is currently evaluating the effects that the adoption of ASU 2025-06 will have on the Company's consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, "Financial Instruments—Credit Losses (Topic 326):

Practical Expedient for Measuring Credit Losses on Current Accounts Receivable and Contract Assets" .

This update provides a practical expedient that allows entities to measure expected credit losses on current trade receivables and current contract assets by assuming that the current conditions as of the balance sheet date will persist for the life of those assets.

An entity that elects the practical expedient should apply the amendments prospectively.

This ASU is effective for fiscal years beginning after December 15, 2025 and interim periods within those fiscal years.

Early adoption is permitted.

The Company is currently evaluating the effects that the adoption of ASU 2025-05 will have on the Company's consolidated financial statements.

In January 2025, the FASB issued ASU 2025-01 , "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date".

This update revises the effective date of ASU 2024-03 to clarify that the guidance is to be adopted by all public entities for annual reporting periods beginning after December 15, 2026 and for interim periods within annual reporting periods beginning after December 15, 2027.

The intent of this update is to prevent non-calendar year-end entities from concluding that the initial adoption is required to be in an interim reporting period, rather than an annual reporting period.

In November 2024, the FASB issued ASU 2024-04 , "Debt - Debt with Conversion and Other Options (Subtopic 470-20):

4 unchanged sentences

The Company is currently evaluating the effects that the adoption of ASU 2024-04 will have on the Company's consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, " Income Taxes (Topic 740):

Improvements to Income Tax Disclosures".

This ASU establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements.

Under the new guidance, entities must consistently categorize and provide greater disaggregation of information in the rate reconciliation.

They must also further disaggregate income taxes paid.

The new standard is effective for fiscal years beginning after December 15, 2024, with retrospective application permitted.

The Company is currently evaluating this guidance to determine the impact on its disclosures;

however, adoption will not impact our consolidated financial statements.

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".

Public business entities are required to apply the guidance prospectively or retrospectively.

This ASU is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the effects that the adoption of ASU 2024-03 will have on the Company's consolidated financial statements.

REVENUE RECOGNITION

In the following table, revenue from contracts with customers, is disaggregated by market type and by reportable segment, consistent with how the Company believes the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors:

In the following table, revenue from contracts with customers, net of all intercompany sales, is disaggregated by market type and by reportable segment as follows:

Year Ended December 31, 2025

25 unchanged sentences

For each acquisition, the excess of the purchase consideration over the fair value of the net assets acquired is recorded as goodwill, which generally represents the combined value of the Company’s existing purchasing, manufacturing, sales, and systems resources with the organizational talent and expertise of the acquired companies’ respective management teams to maximize efficiencies, market share growth and net income.

The Company completed the acquisitions representing business combinations discussed below during the years ended December 31, 2024, 2023 and 2022.

During the years ended December 31, 2025, 2024 and 2023, the Company completed the acquisitions described below that qualify as business combinations.

The acquisitions were funded through cash on hand or borrowings under the Company’s credit facility in existence at the time of acquisition.

26 unchanged sentences

2025 Acquisitions

The Company completed five acquisitions in the year ended December 31, 2025 (collectively, the "2025 Acquisitions").

Total cash consideration for the 2025 Acquisitions was approximately $ 117.4 million, plus a working capital holdback and contingent consideration over a two-year period based on future performance in connection with three acquisitions.

As the Company finalizes the fair value of the acquired assets and assumed liabilities, additional purchase price adjustments may be recorded during the measurement period.

Changes to preliminary purchase accounting estimates recorded during the year ended December 31, 2025 related to the 2025 Acquisitions were immaterial.

2024 Acquisitions

The Company completed seven acquisitions in the year ended December 31, 2024, including the following previously announced acquisitions (collectively, the "2024 Acquisitions"):

3 unchanged sentences

Inclusive of five acquisitions not discussed above, total cash consideration for the 2024 Acquisitions was approximately $ 416.1 million, plus working capital holdbacks and contingent consideration over a three-year period based on future performance in connection with certain acquisitions.

The preliminary purchase price allocations are subject to valuation activities being finalized, and thus certain purchase accounting adjustments are subject to change within the measurement period as the Company finalizes its estimates.

Changes to preliminary purchase accounting estimates recorded in 2024 related to the 2024 Acquisitions were immaterial.

Purchase price allocations and all valuation activities in connection with the 2024 Acquisitions have been finalized.

Changes to preliminary purchase accounting estimates recorded during the year ended December 31, 2025 related to the 2024 Acquisitions were immaterial.

2023 Acquisitions

5 unchanged sentences

Purchase price allocations and all valuation activities in connection with the 2023 Acquisitions have been finalized.

Changes to preliminary purchase accounting estimates recorded in 2024 related to the 2023 Acquisitions were immaterial and relate primarily to the valuation of intangible and fixed assets.

2022 Acquisitions

The Company completed five acquisitions in the year ended December 31, 2022, including the following three previously announced acquisitions (collectively, the "2022 Acquisitions"):

Company Segment Description

Rockford Corporation Manufacturing Designer and manufacturer of audio systems and components through its brand Rockford Fosgate®, primarily serving the powersports and automotive aftermarkets, based in Tempe, Arizona, acquired in March 2022.

Diamondback Towers, LLC Manufacturing Manufacturer of wakeboard/ski towers and accessories for marine OEMs, based in Cocoa, Florida, acquired in May 2022.

Transhield Manufacturing Designer and manufacturer of customized and proprietary protection solutions for the marine, military and industrial markets, including covers and shrinkable packaging, to protect equipment during transport and storage, based in Elkhart, Indiana, acquired in November 2022.

Inclusive of two acquisitions not discussed above, total cash consideration for the 2022 Acquisitions was approximately $ 248.1 million, plus contingent consideration over a one to two-year period based on future performance in connection with certain acquisitions.

Purchase price allocations and all valuation activities in connection with the 2022 Acquisitions have been finalized.

Pro Forma Information (Unaudited)

8 unchanged sentences

Basic earnings per common share $ 4.20 $ 4.38

$ 4.46 $ 4.71

Diluted earnings per common share $ 3.94 $ 4.23

$ 4.31 $ 4.60

(1) The prior year period reflects the impact of the three-for-two stock split paid on December 13, 2024.

See Note 1 "Basis of Presentation and Significant Accounting Policies" for further details.

The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisitions been consummated as of that time, nor is it intended to be a projection of future results.

1 unchanged sentence

2025 Acquisitions 2024 Acquisitions 2023 Acquisitions

($ in thousands) Sportech All Others Total Acquisition A Acquisition B All Others Total

($ in thousands) Sportech All Others Total

Consideration:

2 unchanged sentences

Contingent consideration 2,102 — 2,030 2,030 1,600

— 2,030 2,030 1,600 — — 1,840 1,840

Total consideration $ 120,085 $ 319,073 $ 99,028 $ 418,101 $ 27,894

19 unchanged sentences

$ 120,085 $ 319,073 $ 99,028 $ 418,101 $ 27,894

(1) These amounts reflect the acquisition date fair value of contingent consideration based on future results relating to certain acquisitions.

(2) Goodwill is tax-deductible for the 2024 Acquisitions, except for Sportech which is only partially tax-deductible, for the 2023 Acquisitions, and for the 2022 Acquisitions, except Acquisition A and Acquisition B (totaling approximately $ 74.9 million).

(1) Goodwill is tax-deductible for the 2025 Acquisitions and 2024 Acquisitions, except for Sportech which is only partially tax-deductible, and for the 2023 Acquisitions.

We estimate the value of acquired property, plant, and equipment using a combination of the income, cost, and market approaches, such as estimates of future income growth, capitalization rates, discount rates, and capital expenditure needs of the acquired businesses.

6 unchanged sentences

Trademarks have an indefinite useful life.

Inventories consisted of the following:

As of December 31,

10 unchanged sentences

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment, net consisted of the following :

Estimated Useful Lives (years) As of December 31,

10 unchanged sentences

Leasehold improvements 44,811 41,378

41,378 33,736

Property, plant and equipment, gross 825,331 744,257

1 unchanged sentence

Property, plant and equipment, net $ 408,502 $ 384,903

(1) Leasehold improvements are amortized over the shorter of the useful life of those leasehold improvements and the remaining life of the lease term.

The net book value of property, plant and equipment includes finance lease right-of-use assets, net of $ 2.0 million and zero as of December 31, 2025 and 2024, respectively.

Total depreciation expense for property, plant and equipment for the years ended December 31, 2025, 2024, and 2023 was $ 72.9 million, $ 70.2 million, and $ 65.8 million, respectively.

11 unchanged sentences

As of December 31, 2025 and 2024, accumulated impairment of goodwill in the Manufacturing segment was $ 27.4 million.

Intangible assets, net consist of the following :

As of December 31,

Intangible assets, net consisted of the following :

Estimated Useful Lives (years) As of December 31,

($ in thousands) 2025 2024

Customer relationships 10

$ 949,448 $ 924,720

Non-compete agreements 5

27,376 25,776

Patents 1 - 20

94,949 89,641

Trademarks 230,877 225,527

31 unchanged sentences

Term loan due 2029 $ 117,188 $ 123,438

Term loan due 2029 123,438 —

Revolver due 2029 75,000 100,000

7.50 % senior notes due 2027

1.75 % convertible notes due 2028

3 unchanged sentences

6.375 % senior notes due 2032

500,000 500,000

Total debt 1,300,889 1,332,188

5 unchanged sentences

2024 Credit Facility

On August 11, 2022, the Company entered into the first amendment of its Fourth Amended and Restated Credit Agreement dated April 20, 2021 (as amended, the “2021 Credit Agreement”), under which the senior secured credit facility was increased to $ 925 million from $ 700 million and the maturity date was extended to August 11, 2027 from April 20, 2026.

Following this amendment, the senior credit facility under the 2021 Credit Agreement was comprised of a $ 775 million revolving credit facility (the "Revolver due 2027") and the remaining balance of the $ 150 million term loan (the "Term Loan due 2027" and together with the Revolver due 2027, the "2021 Credit Facility").

The Company recorded a $ 0.3 million write-off of deferred financing costs as a result of the amendment, which is included in "Selling, general and administrative" in the Company's consolidated statements of income for the year ended December 31, 2022.

Pursuant to the amendment, interest rates for borrowings under the 2021 Credit Agreement transitioned to a Secured Overnight Financing Rate ("SOFR") based option from a London Inter-Bank Offered Rate ("LIBOR") based option.

During 2024, the Company entered into the Fifth Amended and Restated Credit Agreement (the “2024 Credit Agreement”), and used borrowings under the 2024 Credit Facility (as defined below), together with a portion of the proceeds from the issuance of the 6.375 % Senior Notes (as defined below), to repay all borrowings under its existing 2021 Credit Facility.

2024 Credit Facility

On October 24, 2024, the Company entered into the 2024 Credit Agreement, under which the Company's credit facility was increased to $ 1.0 billion from $ 925.0 million and the maturity date was extended to October 24, 2029 from August 11, 2027.

On October 24, 2024, the Company entered into the Fifth Amended and Restated Credit Agreement (the “2024 Credit Agreement”), totaling $ 1.0 billion with a maturity date of October 24, 2029.

The credit facility under the 2024 Credit Agreement (the "2024 Credit Facility") is comprised of an $ 875.0 million revolving credit facility (the "Revolver due 2029") and a $ 125.0 million term loan (the "Term Loan due 2029").

3 unchanged sentences

The fee payable on committed but unused portions of the Revolver due 2029 was 0.225 % as of December 31, 2025.

The Term Loan due 2029 requires quarterly installments of $ 1,562,500 the last business day of each March, June, September and December, commencing December 31, 2024.

The Term Loan due 2029 requires quarterly installments of $ 1,562,500 payable on the last business day of each March, June, September and December.

Borrowings under the 2024 Credit Facility are secured by substantially all personal property assets of the Company and any domestic subsidiary guarantors.

Under the terms of the 2024 Credit Agreement, the covenant requiring the Company to have a minimum consolidated fixed charge coverage ratio of 1.5 to 1.0 was replaced with a covenant requiring the Company to have a consolidated interest coverage ratio (the ratio of Consolidated EBITDA to Consolidated Interest Expense, as defined in the 2024 Credit Agreement) of not less than 3.0 to 1.0 tested on a quarterly basis.

In addition, the 2024 Credit Agreement continues to have a covenant requiring the Company to have a maximum consolidated secured net leverage ratio of 2.75 to 1.00 (increasing to 3.25 to 1.00 in certain circumstances).

The Company determined that the amended terms of the 2024 Credit Agreement were not substantially different from the terms of the Company’s 2021 Credit Agreement prior to the amendment.

Accordingly, debt modification accounting treatment was applied and the related impacts were immaterial.

The amount of deferred financing costs write-off as a result of the amendment of the 2021 Credit Facility was immaterial in the Company's consolidated statements of income for the year ended December 31, 2024.

The 2024 Credit Agreement, includes a covenant requiring the Company to have a consolidated interest coverage ratio (the ratio of Consolidated EBITDA to Consolidated Interest Expense, as defined in the 2024 Credit Agreement) of not less than 3.0 to 1.0 tested on a quarterly basis.

In addition, the 2024 Credit Agreement has a covenant requiring the Company to have a maximum consolidated secured net leverage ratio of 2.75 to 1.00 (increasing to 3.25 to 1.00 in certain circumstances).

6.375 % Senior Notes due 2032

On October 22, 2024, the Company issued $ 500.0 million aggregate principal amount of 6.375 % Senior Notes due 2032 (the “ 6.375 % Senior Notes”) in a transaction pursuant to Rule 144A under the Securities Act.

The proceeds from the issuance, together with borrowings under the 2024 Credit Facility, were utilized to redeem all of the Company's $ 300.0 million aggregate principal amount of 7.50 % Senior Notes due 2027 (the “ 7.50 % Senior Notes”) on November 7, 2024, to repay all borrowings under the 2021 Credit Facility and to pay fees and expenses in connection with the foregoing.

The 6.375 % Senior Notes will mature on November 1, 2032.

26 unchanged sentences

As a result, the 1.75 % Convertible Notes are convertible, in whole or in part, at the option of the holders from January 1, 2026 to March 31, 2026.

The 1.75 % Convertible Notes were also convertible in each calendar quarter beginning with the quarter ended December 31, 2024 based on satisfying this condition in the prior calendar quarter.

Whether the 1.75 % Convertible Notes will be convertible in subsequent periods will depend on the continued satisfaction of this condition or another conversion condition in the future.

The 1.75 % Convertible Notes were also convertible from October 1, 2024 to December 31, 2024 based on satisfying this condition in the prior calendar quarter.

The 1.75 % Convertible Notes converted during the period from January 1, 2025 to December 31, 2025 were immaterial.

No 1.75 % Convertible Notes were converted during the period from October 1, 2024 to December 31, 2024.

8 unchanged sentences

If the Company experiences specific kinds of changes of control, the Company must offer to repurchase all of the 4.75 % Senior Notes (unless otherwise redeemed) at a price equal to 101 % of the aggregate principal amount thereof, plus accrued and unpaid interest.

The Company may redeem the 4.75 % Senior Notes, in whole or in part, at any time (a) prior to May 1, 2024, at a price equal to 100 % of the principal amount thereof, plus the applicable premium described in the associated indenture and accrued and unpaid interest and (b) on or after May 1, 2024 at specified redemption prices set forth in the indenture, plus accrued and unpaid interest.

In addition, prior to May 1, 2024, the Company may redeem, in one or more transactions, up to an aggregate of 40 % of the original principal amount of the 4.75 % Senior Notes at a redemption price equal to 104.75 % of the principal amount thereof, plus accrued and unpaid interest, with the net cash proceeds of one or more equity offerings.

7.50 % Senior Notes due 2027

In September 2019, the Company issued $ 300.0 million aggregate principal amount of 7.50 % Senior Notes due 2027 (the “ 7.50 % Senior Notes”).

As noted above, the Company utilized proceeds from the issuance the 6.375 % Senior Notes to redeem at par all of its outstanding $ 300 million aggregate principal amount of its 7.50 % Senior Notes.

The Company recorded a $ 2.5 million write-off of deferred financing costs as a result of the redemption of the 7.50 % Senior Notes which is included in "Selling, general and administrative" in the Company's consolidated statement of income for the year ended December 31, 2024.

The Company may redeem the 4.75 % Senior Notes, in whole or in part, at any time at specified redemption prices set forth in the indenture, plus accrued and unpaid interest.

Debt Maturities

14 unchanged sentences

These unobservable inputs reflect the entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances (which might include the reporting entity’s own data).

The following table presents fair values of certain assets and liabilities as of for the years ended December 31, 2024 and December 31, 2023:

The following table presents fair values of certain assets and liabilities as of December 31, 2025 and December 31, 2024:

As of December 31,

($ in millions) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3

7.50 % senior notes due 2027 (1)

$ — $ — $ — $ — $ 303.7 $ —

1.75 % convertible notes due 2028 (1)

6 unchanged sentences

$ — $ 117.2 $ — $ — $ 123.4 $ —

Term loan due 2027 (1) (2)

$ — $ — $ — $ — $ 129.4 $ —

Revolver due 2029 (1) (2)

15 unchanged sentences

Together, the 1.75 % Convertible Note Hedge Transactions and the 1.75 % Convertible Note Warrant Transactions are expected generally to reduce potential dilution to the Company’s common stock upon any conversion of the 1.75 % Convertible Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted 1.75 % Convertible Notes compared to the potential dilution from the 1.75 % Convertible Notes without such transactions.

The 1.75 % Convertible Note Warrant Transactions may have a dilutive effect on the Company's common stock to the extent that the market price per share

of the common stock exceeds the strike price of the warrants.

The 1.75 % Convertible Note Warrant Transactions may have a dilutive effect on the Company's common stock to the extent that the market price per share of the common stock exceeds the strike price of the warrants.

See Note 13 "Earnings Per Common Share" for additional information on the dilutive impact of the 1.75 % Convertible Note Warrant Transactions.

33 unchanged sentences

Total income tax provision $ 42,006 $ 40,169 $ 48,361

The Company has accounted for in its 2024, 2023, and 2022 income tax provision the impact of Global Intangible Low-Taxed Income, base-erosion anti-abuse tax, interest expense limitations under Section 163(j) of the Internal Revenue Code of

1986, and foreign-derived intangible income deductions, although such provisions were either not applicable or resulted in a zero or immaterial impact to the consolidated financial statements.

A reconciliation of the differences between the actual provision for income taxes and income taxes at the federal statutory income tax rate of 21% is as follows:

Year Ended December 31,

The Company has accounted for in its 2025, 2024, and 2023 income tax provision the impact of Global Intangible Low-Taxed Income, base-erosion anti-abuse tax, interest expense limitations under Section 163(j) of the Internal Revenue Code of 1986, and foreign-derived intangible income deductions, although such provisions were either not applicable or resulted in a zero or immaterial impact to the consolidated financial statements.

Upon adoption of ASU 2023-09, Improvements to Income Tax Disclosures , as described in Note 1 "Basis of Presentation and Significant Accounting Policies", cash paid for income taxes, net of refunds, during the year ended December 31, 2025 was as follows:

($ in thousands)

Federal $ 18,160

Total cash paid for income taxes, net of refunds $ 23,642

(1) For the year ended December 31, 2025, Indiana was the only U.S state jurisdiction where cash payments equaled or exceeded 5% of total income taxes.

Cash paid for income taxes, net of refunds during the years ended December 31, 2024 and 2023 was $ 38.1 million and $ 84.3 million, respectively.

Upon adoption of ASU 2023-09, Improvements to Income Tax Disclosures , as described in Note 1 "Basis of Presentation and Significant Accounting Policies", the reconciliation of taxes at the federal statutory rate to our provision for income taxes for the year ended December 31, 2025 was as follows:

($ in thousands) Year Ended December 31, 2025

federal statutory tax rate $ 37,183 21.0 %

United States:

State and local income taxes (1)

Research and development tax credits ( 1,817 ) ( 1.0 ) %

Nontaxable or nondeductible items:

Section 162(m) permanent add back 2,826 1.6 %

Excess tax benefit on stock-based compensation ( 3,646 ) ( 2.1 ) %

Other adjustments 1,260 0.7 %

Income taxes $ 42,006 23.7 %

(1) For the year ended December 31, 2025, the states that contributed to the majority (greater than 50%) of the tax effect in this category include Indiana and Tennessee.

A reconciliation of taxes at the federal statutory rate to our provision for income taxes for the years ended December 31, 2024 and 2023 in accordance with the guidance prior to the adoption of ASU 2023-09 was as follows:

($ in thousands) 2024 2023

Rate applied to pretax income $ 37,500 21.0 % $ 40,201 21.0 %

1 unchanged sentence

Research and development tax credits ( 3,750 ) ( 2.1 ) % ( 2,889 ) ( 1.5 ) %

Section 162(m) permanent addback 4,603 2.6 % 6,315 3.3 % 7,421 1.7 %

Section 162(m) permanent add back 4,603 2.6 % 6,315 3.3 %

Excess tax benefit on stock-based compensation ( 6,469 ) ( 3.6 ) % ( 3,513 ) ( 1.8 ) %

6 unchanged sentences

Trade receivables allowance

$ 1,013 $ 1,215

Inventory capitalization 4,021 4,329

7 unchanged sentences

Capitalized research & experimentation costs — 30,140

Other 911 278

Total deferred tax assets before valuation allowance 93,223 122,222

valuation allowance

( 408 ) ( 480 )

Total deferred tax assets, net of valuation allowance $ 92,815 $ 121,742

4 unchanged sentences

Intangibles ( 84,857 ) ( 82,708 )

Other — ( 296 )

Total deferred tax liabilities ( 189,690 ) ( 183,088 )

Net deferred tax liabilities $ ( 96,875 ) $ ( 61,346 )

Cash paid by the Company for income taxes was $ 38.1 million, $ 84.3 million and $ 117.1 million for the years ended December 31, 2024, 2023 and 2022, respectively.

As of December 31, 2024 and December 31, 2023, the Company had gross federal, state, and foreign net operating losses, of approximately $ 12.8 million and $ 15.4 million, respectively.

These loss carryforwards generally expire between tax years

ending December 31, 2024 and December 31, 2041.

As of December 31, 2025 and 2024, the Company had gross federal, state, and foreign net operating losses of approximately $ 34.7 million and $ 12.8 million, respectively.

These loss carryforwards generally expire between tax years ending December 31, 2025 and December 31, 2042.

The components of the valuation allowance relate to certain acquired federal, state and foreign net operating loss carryforwards that the Company anticipates will not be utilized prior to their expiration, either due to income limitations or limitations under Section 382 of the Internal Revenue Code of 1986.

The tax effected values of these net operating losses are $ 1.7 million and $ 0.8 million at December 31, 2025 and 2024, respectively, exclusive of valuation allowances of $ 0.4 million and $ 0.5 million at December 31, 2025 and 2024, respectively.

On July 4, 2025, the One Big Beautiful Bill Act (the "OBBBA") was signed into law.

The OBBBA makes permanent many of the expired and expiring tax provisions originally enacted in the Tax Cuts and Jobs Act of 2017, including the immediate expensing of domestic research and development expenditures, more favorable business interest deductibility and 100 percent first-year bonus depreciation on qualifying property with effective dates in 2025.

In accordance with Accounting Standards Codification (“ASC”) 740, “Income Taxes,” the Company has recognized the effects of the OBBBA for the provisions currently enacted, which has increased the Company’s deferred tax liability.

The Company anticipates that the OBBBA will reduce its federal income tax liability and related tax payments for the current and future years but will not have a significant impact on its annual effective tax rate.

The Company is subject to periodic audits by domestic tax authorities.

9 unchanged sentences

Shares repurchased 377,612 60,000 415,176

60,000 415,176 1,988,346

Average price $ 84.66 $ 77.68 $ 45.30

$ 77.68 $ 45.30 $ 38.72

Aggregate cost $ 32.0 $ 4.7 $ 18.8

(1) Prior year periods reflect the impact of the three-for-two stock split paid on December 13, 2024.

See Note 1 "Basis of Presentation and Significant Accounting Policies" for further details.

The Company's common stock does not have a stated par value.

4 unchanged sentences

($ and shares in thousands, except per share data) 2025 2024 2023

Earnings for basic earnings per common share calculation $ 138,401 $ 142,897 $ 328,196

Net income attributable to common shares $ 135,056 $ 138,401 $ 142,897

Effect of interest on potentially dilutive convertible notes, net of tax — — 162

Earnings for diluted earnings per common share calculation $ 138,401 $ 143,059 $ 330,123

Net income for diluted earnings per common share calculation $ 135,056 $ 138,401 $ 143,059

Weighted average common shares outstanding - basic 32,488 32,568 32,278

6 unchanged sentences

Diluted earnings per common share $ 3.90 $ 4.11 $ 4.33

(1) Prior year periods reflect the impact of the three-for-two stock split paid on December 13, 2024.

See Note 1 "Basis of Presentation and Significant Accounting Policies" for further details.

The impact on diluted earnings per share from antidilutive securities excluded from the calculation was immaterial for all periods presented.

The Company has operating leases for certain facilities, trailers, forklifts and other assets.

An immaterial amount of securities were not included in the computation of diluted earnings per common share as they are considered anti-dilutive for all periods presented.

The Company has operating and finance leases for certain facilities, trailers, forklifts and other assets.

Leases with an initial term of 12 months or less are not recorded on the balance sheet and expense related to these short-term leases was immaterial for the years ended December 31, 2025, 2024 and 2023.

3 unchanged sentences

Where there is reasonable certainty to utilize a renewal option, we include the renewal option in the lease term used to calculate operating lease right-of-use assets and lease liabilities.

Lease expense, supplemental cash flow information, and other information related to leases were as follows:

The components of lease expense were as follows:

Year Ended December 31,

1 unchanged sentence

Operating lease cost $ 69,602 $ 64,391 $ 56,370

Finance lease cost:

Amortization of right-of-use assets 454 — —

Interest on lease liabilities 244 — —

Total finance lease cost 698 — —

Total lease cost $ 70,300 $ 64,391 $ 56,370

Supplemental balance sheet information was as follows:

Year Ended December 31,

($ in thousands) 2025 2024

Finance lease assets:

Property, plant and equipment, net $ 2,000 $ —

Finance lease liabilities:

Other current liabilities $ 424 $ —

Other long-term liabilities 1,626 —

Total finance lease liabilities $ 2,050 $ —

Supplemental cash flow information was as follows:

Year Ended December 31,

($ in thousands) 2025 2024 2023

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows used for operating leases $ 68,799 $ 63,958 $ 55,933

Operating cash flows used for finance leases $ 214 $ — $ —

Finance cash flows used for finance leases $ 516 $ — $ —

Right-of-use assets obtained in exchange for new lease obligations:

Operating leases $ 59,292 $ 77,558 $ 65,505

Finance leases $ 2,672 $ — $ —

Other information related to leases was as follows:

1 unchanged sentence

Weighted average remaining lease term, operating leases (in years) 5.2 5.2

Weighted average remaining lease term, finance leases (in years) 5.0 —

Weighted average discount rate, operating leases 5.9 % 5.8 %

Maturities of operating lease liabilities were as follows as of December 31, 2024 (in thousands):

Weighted average discount rate, finance leases 6.2 % — %

Future minimum lease payments under non-cancellable leases as of December 31, 2025 were as follows:

( $ in thousands)

Operating Leases Finance Leases

2026 $ 65,153 $ 536

2027 50,440 472

2028 37,924 449

2029 26,992 433

2030 17,396 292

Thereafter 41,061 196

2 unchanged sentences

Total $ 203,845 $ 2,050

The Company had no operating leases that were entered into and have not yet commenced as of December 31, 2024.

The Company has an additional operating lease that had not yet commenced as of December 31, 2025, and therefore, approximately $ 0.4 million in operating lease right-of-use assets and corresponding operating lease liabilities were not included in our consolidated balance sheet as of December 31, 2025.

The lease is expected to commence in the first quarter of fiscal 2026 with a lease term of 3 years.

COMMITMENTS AND CONTINGENCIES

1 unchanged sentence

All such matters are subject to uncertainties and outcomes that are not predictable with assurance.

Accruals for these items, when

applicable, have been provided to the extent that losses are deemed probable and are reasonably estimable.

Accruals for these items, when applicable, have been provided to the extent that losses are deemed probable and are reasonably estimable.

These accruals are adjusted from time to time as developments warrant.

22 unchanged sentences

Stock-Based Compensation

The Company has various stock option and stock-based incentive plans and various agreements whereby stock options, restricted stock awards, and SARS are made available to certain key employees, directors, and others based upon meeting various individual, divisional or company-wide performance criteria and time-based criteria.

The Company has various stock option and stock-based incentive plans and various agreements whereby stock options, restricted stock awards, and stock appreciation rights ("SARs") are made available to certain key employees, directors, and others based upon meeting various individual, divisional or company-wide performance criteria and time-based criteria.

All such awards qualify and are accounted for as equity awards.

2 unchanged sentences

Stock-based compensation expense was $ 19.1 million, $ 16.8 million and $ 19.4 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Income tax benefit for stock-based compensation expense was $ 4.3 million, $ 4.8 million

and $ 5.4 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Income tax benefit for stock-based compensation expense was $ 4.7 million, $ 4.3 million and $ 4.8 million for the years ended December 31, 2025, 2024 and 2023, respectively.

As of December 31, 2025, there was approximately $ 31.2 million of total unrecognized compensation cost related to share-based compensation arrangements granted under incentive plans.

1 unchanged sentence

Stock Options:

No stock options were granted during the years ended December 31, 2024, 2023 and 2022.

Outstanding stock options granted in prior years vest ratably over either three or four years and have nine-year contractual terms.

On February 25, 2025, the Board approved the grant of 329,850 stock options at an exercise price per share of $ 92.72 .

The stock options vest pro-rata over four years from the grant date and have nine-year contractual terms.

As of December 31, 2025, there was approximately $ 6.0 million of total unrecognized compensation expense related to the stock options, which is expected to be recognized over a weighted average remaining life of approximately 38.0 months.

Outstanding stock options granted in prior years vest ratably over three years and have nine-year contractual terms.

The following table summarizes the Company’s option activity:

4 unchanged sentences

Price Shares Weighted

Total Options:

Outstanding beginning of year 28 $ 27.55 171 $ 27.55 543 $ 29.17

Granted during the year 330 92.72 — — — —

Forfeited during the year ( 45 ) 92.72 — — — —

Exercised during the year

— — ( 143 ) 27.55 ( 372 ) 29.92

Outstanding end of year 313 $ 86.86 28 $ 27.55 171 $ 27.55

6 unchanged sentences

Options exercised $ — $ 8,357 $ 10,888

Weighted average fair value of options granted during the year N/A N/A N/A

Weighted average fair value of options granted during the year $ 26.70 N/A N/A

The aggregate intrinsic value (excess of market value over the option exercise price) in the table above is before income taxes, and assuming the Company’s closing stock price of $ 108.43 , $ 83.08 and $ 66.90 per share as of December 31, 2025, 2024 and 2023, respectively, is the price that would have been received by the option holders had those option holders exercised their options as of that date.

As of December 31, 2025, the weighted average remaining contractual term for options outstanding was 7.7 years and the weighted average remaining contractual term for options exercisable was 3.4 years.

The cash received from the exercise of stock options was immaterial for 2024, $ 1.4 million for 2023 and $ 0.2 million for 2022.

The income tax benefit related to the stock options exercised was immaterial for all periods presented.

The grant date fair value of stock options vested in 2023 and 2022 was $ 5.9 million and $ 6.9 million, respectively;

no stock options vested in 2024.

As of December 31, 2024, there was no unrecognized compensation expense related to the stock options.

The cash received from the exercise of stock options was immaterial for 2024 and $ 1.4 million for 2023;

no stock options were exercised in 2025.

The income tax benefit related to the stock options exercised was immaterial for 2024 and 2023.

The grant date fair value of stock options vested in 2023 was $ 5.9 million;

no stock options vested in 2025 and 2024.

The Company estimates the fair value of the stock options as well as the SARs awards discussed below as of the grant date by applying the Black-Scholes option-pricing model.

The following are the assumptions that were used in calculating the fair value of stock options and SARs granted during the first quarter of 2025:

Expected term 9 years

Expected volatility 24 %

Risk-free interest rate 4.25 %

Dividend yield 1.77 %

Stock Appreciation Rights (SARs):

No SARS were granted or forfeited in the years ended December 31, 2024, 2023 and 2022.

On February 25, 2025, the Board approved the grant of 329,850 SARs divided into four tranches at exercise prices of $ 92.72 , $ 110.76 , $ 132.31 and $ 158.05 per share.

The SARs vest pro-rata over four years from the grant date and have nine-year contractual terms.

The SARs are to be settled in shares of common stock or, at the sole discretion of the Board, in cash.

As of December 31, 2025, there was approximately $ 4.2 million of unrecognized compensation expense related to the SARs, which is expected to be recognized over a weighted-average remaining life of approximately 38.0 months.

The following table summarizes the Company’s SARs activity:

5 unchanged sentences

Outstanding beginning of year — $ — 336 $ 42.89 336 $ 42.89

Granted during the year 330 123.46 — — — —

Forfeited during the year ( 45 ) 123.46 — — — —

Exercised during the year — — ( 336 ) 42.89 — —

6 unchanged sentences

SARs exercised $ — $ 10,802 $ —

Weighted average fair value of SARS granted during the year N/A N/A N/A

Weighted average fair value of SARs granted during the year $ 18.78 N/A N/A

The aggregate intrinsic value (excess of market value over the SARs exercise price) in the table above is before income taxes, and assuming the Company’s closing stock price of $ 108.43 , $ 83.08 and $ 66.90 per share as of December 31, 2025, 2024 and 2023, respectively, is the price that would have been received by the SARs holder had that SARs holder exercised the SARs as of that date.

SARS vest ratably over four years and have nine-year contractual terms.

There were no SARS outstanding as of December 31, 2024 because all SARS outstanding as of December 31, 2023 were exercised during 2024.

As of December 31, 2024, there was no unrecognized compensation expense related to the SARS.

Restricted Stock:

3 unchanged sentences

The grant date fair value of the awards is expensed over the related service or performance period.

Time-based shares cliff vest at the conclusion of the required service period, which ranges from less than one year to seven years .

The performance contingent shares are earned based on the achievement of a cumulative financial performance target, which ranges from less than one year to a seven-year period and vest at the conclusion of the measurement period.

Time-based shares cliff vest at the conclusion of the required service period, which ranges from one year to seven years .

The performance contingent shares are earned based on the achievement of a cumulative financial performance target, which ranges from one year to a seven-year period and vest at the conclusion of the measurement period.

A summary of restricted stock activity, including grants, vesting and forfeitures, is provided below:

14 unchanged sentences

Manufacturing – This segment includes the following products:

laminated products that are utilized to produce furniture, shelving, walls, countertops and cabinet products;

cabinet doors;

fiberglass bath fixtures and tile systems;

hardwood furniture;

vinyl printing;

RV and marine furniture;

audio systems and accessories, including amplifiers, tower speakers, soundbars, and subwoofers;

decorative vinyl and paper laminated panels;

solid surface, granite, and quartz countertop fabrication;

laminated products utilized to produce furniture, shelving, walls and countertops;

laminated and decorative surface products, including laminated panels, decorative and wrapped vinyls, paper-laminated panels, and vinyl printing;

solid surface, granite and quartz countertops;

fabricated aluminum products;

fiberglass and plastic components;

hardwood profile mouldings;

electrical systems components including instrument, digital switching, dash panels, digital displays and gauges;

slide-out trim and fascia;

cabinet products, doors, components and custom cabinetry;

tooling for fiberglass boat manufacturers;

fiberglass bath fixtures and tile systems;

specialty bath and closet building products;

boat towers, tops, power bimini systems, trailers, frames and other engineered structural components;

softwoods lumber;

custom cabinetry;

interior passage doors and baggage doors;

wiring and wire harnesses;

CNC molds and composite parts;

aluminum and plastic fuel tanks;

slotwall panels and components;

thermoformed shower surrounds;

fiberglass and plastic components including front and rear caps and marine helms;

polymer-based and other flooring;

electrical systems components including instrument and dash panels;

wrapped vinyl, paper and hardwood profile mouldings;

interior passage doors;

Marine hardware and accessories;

air handling products;

slide-out trim and fascia;

thermoformed shower surrounds;

specialty bath and closet building products;

fiberglass and plastic helm systems and components products;

treated, untreated and laminated plywood;

wiring and wire harnesses;

RV and marine furniture;

adhesives and sealants;

boat towers, tops, trailers and frames;

marine hardware and accessories;

audio systems and accessories, including amplifiers, tower speakers, soundbars, and subwoofers;

Marine non-slip foam flooring, padding, and accessories;

protective covers for boats, RVs, aircraft, and military and industrial equipment;

aluminum and plastic fuel tanks;

CNC molds and composite parts;

windshield and wiper systems;

roofs/canopies;

wiper systems;

integrated door systems;

windshield systems;

slotwall panels and components;

fender flares and rear panels;

composite panels;

and other products.

1 unchanged sentence

drywall and drywall finishing products;

electronics and audio systems components;

marine accessories and components;

interior and exterior lighting products;

wiring, electrical and plumbing products;

fiber reinforced polyester products;

transportation and logistics services;

electronics and audio systems components;

cement siding;

raw and processed lumber;

fiber reinforced polyester (“FRP”) products;

interior passage doors;

3 unchanged sentences

fireplaces and surrounds;

interior and exterior lighting products;

Marine hardware and accessories;

RV awnings, windows, fiberglass siding and roofing;

Marine windshields;

and other miscellaneous products in addition to providing transportation and logistics services.

RV air conditioning units and furniture;

and other products in addition to providing transportation and logistics services.

The CODM evaluates the performance of the Company's segments and allocates resources to them based on a variety of indicators including but not limited to net sales, gross profit and operating income.

4 unchanged sentences

The Company accounts for inter-segment sales similar to third party transactions, which reflect current market prices.

Certain income from purchase incentive agreements is

not allocated to the segments and instead recorded at the corporate level.

Certain income from purchase incentive agreements is not allocated to the segments and instead recorded at the corporate level.

Assets are identified to the segments except for cash, prepaid expenses, land and buildings, and certain deferred assets, which are identified with corporate.

12 unchanged sentences

Interest expense, net 74,507

Other expenses 24,420

Elimination of inter-segment profits ( 8,610 )

Other ( 3,002 )

Consolidated income before income taxes $ 177,062

14 unchanged sentences

Elimination of inter-segment profits 1,501

Other ( 3,002 )

Consolidated income before income taxes $ 178,570

18 unchanged sentences

Depreciation and amortization $ 126,431 $ 12,710 $ 139,141

A reconciliation of certain line items pertaining to the total reportable segments to the consolidated financial statements as of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022 is as follows (in thousands):

A reconciliation of certain line items pertaining to the total reportable segments to the consolidated financial statements for the years ended December 31, 2025, 2024 and 2023 and as of December 31, 2025 and 2024 is as follows:

Year Ended December 31,

18 unchanged sentences

Consolidated total assets $ 3,076,174 $ 3,020,954

(1) Eliminations for the year ended December 31, 2024 include only the elimination of inter-segment transactions.

(1) Eliminations for the years ended December 31, 2025 and 2024 include only the elimination of inter-segment transactions.

The Company's revenue from external customers and long-lived assets are substantially all attributed to the U.S.

Major Customers

The Company had two major customers that accounted for the following consolidated net sales for the years ended December 31, 2024, 2023 and 2022 and trade receivables as of December 31, 2024 and 2023 as shown in the table below:

Year Ended December 31,

Net sales 15 % 15 % 21 %

Trade receivables 6 % 8 %

Net sales 14 % 14 % 17 %

Trade receivables 8 % 5 %

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures