PATRICK INDUSTRIES INC 10-K

ITEM 9A. CONTROLS AND PROCEDURES Disclosure Controls and Procedures The Company maintains “disclosure controls and procedures”, as such term is defined under Securities Exchange Act Rule 13a-15(e) or 15d-15(e), that are designed to ensure that information required to be disclosed in our Securities Exchange Act of 1934, as amended (the “Exchange Act”) reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow for timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, the Company’s management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and the Company’s management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Under the supervision and with the participation of our senior management, including our Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report (the “Evaluation Date”). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information relating to the Company, including consolidated subsidiaries, required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to Company’s management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. 38 Table of Contents Management’s Annual Report on Internal Control Over Financial Reporting We are responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the fair and reliable preparation and presentation of our published financial statements. We continually evaluate our system of internal control over financial reporting to determine if changes are appropriate based upon changes in our operations or the business environment in which we operate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework in the 2013 Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). This assessment included a review of the documentation of controls, an assessment of the design effectiveness of controls, testing of the operating effectiveness of controls, and a conclusion on this evaluation. As permitted under SEC guidance, management’s assessment of and conclusion regarding the design and effectiveness of internal control over financial reporting excluded the internal control over financial reporting of the operations of businesses acquired in 2025, which are described in Note 3 "Acquisitions" of the Notes to Consolidated Financial Statements included elsewhere in this Form 10-K. Businesses acquired in 2025 represented 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. Based on our assessment, we have concluded that our internal control over financial reporting was effective as of December 31, 2025. The Company’s independent registered public accounting firm, Deloitte & Touche LLP, audited our internal control over financial reporting as of December 31, 2025, as stated in their report in the section entitled “Report of Independent Registered Public Accounting Firm” included elsewhere in this Form 10-K, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025. Changes in internal control over financial reporting There have been no changes in our internal control over financial reporting that occurred during the fourth quarter ended December 31, 2025 or subsequent to the date the Company completed its evaluation, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION None. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 39 Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Directors of the Company The information required by this item with respect to directors is set forth in our definitive Proxy Statement for our 2026 Annual Meeting of Shareholders to be filed with the SEC pursuant to Regulation 14A (the “2026 Proxy Statement”) under the captions “Election of Directors” and “Delinquent Section 16(a) Reports,” which information is hereby incorporated herein by reference. Executive Officers of the Registrant The information required by this item is set forth under the caption “Executive Officers of the Company” in Part I of this Annual Report on Form 10-K. Audit Committee Information on our Audit Committee is contained under the caption “Audit Committee” in the Company's 2026 Proxy Statement and is incorporated herein by reference. Code of Ethics and Business Conduct 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 “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. We will provide shareholders with a copy of these policies without charge upon written request directed to the Company’s Corporate Secretary at the Company’s address. Corporate Governance Information on our corporate governance practices is contained under the caption “Corporate Governance Highlights” in the Company's 2026 Proxy Statement and incorporated herein by reference. Insider Trading Policies and Procedures We have adopted an Insider Trading Policy governing the purchase, sale and other disposition of our securities by directors, officers, and employees that is designed to promote compliance with insider trading laws, rules and regulations, and applicable listing standards, as well as procedures designed to further the foregoing purposes. 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 incorporated by reference with this Annual Report on Form 10-K as Exhibit 19.1 ITEM 11. EXECUTIVE COMPENSATION The information required by this item is set forth in our 2026 Proxy Statement under the caption “Executive Compensation," "Compensation Committee Interlocks and Director Participation," and "Compensation Committee Report," and is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this item is set forth in our 2026 Proxy Statement under the captions “Equity Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners and Management,” and is incorporated herein by reference. 40 Table of Contents ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this item is set forth in our 2026 Proxy Statement under the captions “Related Party Transactions” and “Corporate Governance Highlights”, and is incorporated herein by reference. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this item is set forth in our 2026 Proxy Statement under the heading “Independent Public Accountants,” and is incorporated herein by reference. 41 Table of Contents PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) (1) The financial statements listed in the accompanying Index to the Financial Statements on page F-1 of the separate financial section of this Report are incorporated herein by reference. (3) The exhibits required to be filed as part of this Annual Report on Form 10-K are listed under (c) below. (c) Exhibits Exhibit Number Exhibits 3.1 Articles of Incorporation of Patrick Industries, Inc. (filed as Exhibit 3.1 to the Company’s Form 10-K filed on March 30, 2010 and incorporated herein by reference). 3.2 Amendment to the Articles of Incorporation of Patrick Industries, Inc. 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. (filed as Exhibit 3.1 to the Company's Form 8-K filed on May 8, 2020 and incorporated herein by reference). 4.1 Indenture (including Form of Note), dated as of September 17, 2019, among Patrick Industries, Inc., the guarantors from time to time party thereto and U.S. Bank, National Association, as Trustee (filed as Exhibit 4.1 to the Company's Form 8-K filed on September 18, 2019 and incorporated herein by reference). 4.2 Indenture (including Form of Note), dated as of April 20, 2021, among Patrick Industries, Inc., the guarantors from time to time party thereto and U.S. Bank, National Association, as Trustee (filed as Exhibit 4.1 to the Company's Form 8-K filed on April 26, 2021 and incorporated herein by reference). 4.3 Indenture (including Form of Note) with respect to the Company's 1.75% Convertible Senior Notes due 2028, dated as of December 13, 2021. between Patrick Industries, Inc. and U.S. Bank National Association, as trustee. (filed as Exhibit 4.1 to the Company's Form 8-K filed on December 13, 2021 and incorporated herein by reference) 4.4 Indenture, dated as of October 22, 2024, among Patrick Industries, Inc., the guarantors from time to time party thereto and U.S. Bank Trust Company, National Association, as Trustee (filed as Exhibit 4.1 to the Company's Form 8-K filed on October 28, 2024 and incorporated herein by reference). 4.5 Supplemental Indenture, dated as of October 24, 2024, to the indenture dated as of October 22, 2024, among Patrick Industries, Inc., the guarantors from time to time party thereto and U.S. Bank Trust Company, National Association, as Trustee (filed as Exhibit 4.2 to the Company's Form 8-K filed on October 28, 2024 and incorporated herein by reference). 4.6 Indenture, dated as of October 24, 2024, to the indenture dated as of April 20, 2021, among Patrick Industries, Inc., the guarantors from time to time party thereto and U.S. Bank Trust Company, National Association, as Trustee (filed as Exhibit 4.3 to the Company's Form 8-K filed on October 28, 2024 and incorporated herein by reference). 4.7 Indenture, dated as of October 24, 2024, to the indenture dated as of December 13, 2021, among Patrick Industries, Inc., the guarantors from time to time party thereto and U.S. Bank Trust Company, National Association, as Trustee (filed as Exhibit 4.4 to the Company's Form 8-K filed on October 28, 2024 and incorporated herein by reference). 4.8** Description of the Company’s common stock. 10.1 Patrick Industries, Inc. 2009 Omnibus Incentive Plan (filed as Appendix A to the Company’s revised Definitive Proxy Statement on Schedule 14A filed on October 20, 2009 and incorporated herein by reference). 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). 42 Table of Contents 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. 10.8** 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). 10.10 Base Convertible Bond Hedge Transaction Confirmation, dated as of December 7, 2021, by and between Patrick Industries. Inc. and Bank of America, N.A. (filed as Exhibit 10.1 to the Company's Form 8-K filed on December 13, 2021 and incorporated herein by reference) 10.11 Base Convertible Bond Hedge Transaction Confirmation, dated as of December 7, 2021, by and between Patrick Industries. Inc. and Nomura Global Financial Products Inc. (filed as Exhibit 10.2 to the Company's Form 8-K filed on December 13, 2021 and incorporated herein by reference) 10.12 Base Convertible Bond Hedge Transaction Confirmation, dated as of December 7, 2021, by and between Patrick Industries. Inc. and Wells Fargo Bank, National Association. (filed as Exhibit 10.3 to the Company's Form 8-K filed on December 13, 2021 and incorporated herein by reference) 10.13 Base Issuer Warrant Transaction Confirmation, dated as of December 7, 2021, by and between Patrick Industries. Inc. and Bank of America, N.A. (filed as Exhibit 10.4 to the Company's Form 8-K filed on December 13, 2021 and incorporated herein by reference) 10.14 Base Issuer Warrant Transaction Confirmation, dated as of December 7, 2021, by and between Patrick Industries. Inc. and Nomura Global Financial Products Inc. (filed as Exhibit 10.5 to the Company's Form 8-K filed on December 13, 2021 and incorporated herein by reference) 10.15 Base Issuer Warrant Transaction Confirmation, dated as of December 7, 2021, by and between Patrick Industries. Inc. and Wells Fargo Bank, National Association. (filed as Exhibit 10.6 to the Company's Form 8-K filed on December 13, 2021 and incorporated herein by reference) 10.16 Additional Convertible Bond Hedge Transaction Confirmation, dated as of December 9, 2021, by and between Patrick Industries, Inc. and Bank of America, N.A. (filed as Exhibit 10.7 to the Company's Form 8-K filed on December 13, 2021 and incorporated herein by reference) 10.17 Additional Convertible Bond Hedge Transaction Confirmation, dated as of December 9, 2021, by and between Patrick Industries, Inc. and Nomura Global Financial Products Inc. (filed as Exhibit 10.8 to the Company's Form 8-K filed on December 13, 2021 and incorporated herein by reference) 10.18 Additional Convertible Bond Hedge Transaction Confirmation, dated as of December 9, 2021, by and between Patrick Industries, Inc. and Wells Fargo Bank, National Association. (filed as Exhibit 10.9 to the Company's Form 8-K filed on December 13, 2021 and incorporated herein by reference) 10.19 Additional Issuer Warrant Transaction Confirmation, dated as of December 9, 2021, by and between Patrick Industries, Inc. and Bank of America, N.A. (filed as Exhibit 10.10 to the Company's Form 8-K filed on December 13, 2021 and incorporated herein by reference) 10.20 Additional Issuer Warrant Transaction Confirmation, dated as of December 9, 2021, by and between Patrick Industries, Inc. and Nomura Global Financial Products Inc. (filed as Exhibit 10.11 to the Company's Form 8-K filed on December 13, 2021 and incorporated herein by reference) 43 Table of Contents Exhibit Number Exhibits 10.21 Additional Issuer Warrant Transaction Confirmation, dated as of December 9, 2021, by and between Patrick Industries, Inc. and Wells Fargo Bank, National Association. (filed as Exhibit 10.12 to the Company's Form 8-K filed on December 13, 2021 and incorporated herein by reference) 10.22* Employment Agreement with Executive Chairman of the Board of Directors. (filed as Exhibit 10.1 to the Company's Form 8-K filed on January 10, 2022 and incorporated herein by reference) 10.23* Employment Agreement, dated March 5, 2024, by and between Patrick Industries, Inc. and Andrew C. 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. 23.1** Consent of Deloitte & Touche LLP. 31.1** Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer. 31.2** Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer. 32** Certification pursuant to 18 U.S.C. Section 1350. 97* 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. Interactive Data Files. The following materials are filed electronically with this Annual Report on Form 10-K: 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Schema Document 101.CAL Inline XBRL Taxonomy Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Label Linkbase Document 101.PRE Inline XBRL Taxonomy Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document Attached as Exhibits 101 to this report are the following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 formatted in XBRL (“eXtensible Business Reporting Language”): (i) the Consolidated Balance Sheet; (ii) the Consolidated Statements of Income; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Shareholders’ Equity; and (v) the Consolidated Statements of Cash Flows, and the related Notes to these financial statements in detail tagging format. *Management contract or compensatory plan or arrangement. **Filed herewith. All other financial statement schedules are omitted because they are not applicable or the required information is immaterial or is shown in the Notes to Consolidated Financial Statements. ITEM 16. FORM 10-K SUMMARY None. 44 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized PATRICK INDUSTRIES, INC. Date: February 19, 2026 By: /s/ Andy L. Nemeth Andy L. Nemeth Chief Executive Officer Pursuant to the Requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Andy L. Nemeth Chairman of the Board February 19, 2026 Andy L. Nemeth Chief Executive Officer (Principal Executive Officer) /s/ Andrew C. Roeder Executive Vice President - Finance, February 19, 2026 Andrew C. Roeder Chief Financial Officer, and Treasurer (Principal Financial Officer) /s/ Matthew S. Filer Senior Vice President - Finance, February 19, 2026 Matthew S. Filer Chief Accounting Officer (Principal Accounting Officer) /s/ Blake W. Augsburger Director February 19, 2026 Blake W. Augsburger /s/ Natalie A. Brown Director February 19, 2026 Natalie A. Brown /s/ Joseph M. Cerulli Director February 19, 2026 Joseph M. Cerulli /s/ Todd M. Cleveland Director February 19, 2026 Todd M. Cleveland /s/ John A. Forbes Lead Independent Director February 19, 2026 John A. Forbes /s/ Michael A. Kitson Director February 19, 2026 Michael A. Kitson /s/ Denis G. Suggs Director February 19, 2026 Denis G. Suggs /s/ M. Scott Welch Director February 19, 2026 M. Scott Welch 45 Table of Contents PATRICK INDUSTRIES, INC. Index to the Financial Statements Report of Independent Registered Public Accounting Firm, Deloitte & Touche LLP (Firm ID No. 34 ) F-2 Financial Statements: Consolidated Statements of Income F-4 Consolidated Statements of Comprehensive Income F-5 Consolidated Balance Sheets F-6 Consolidated Statements of Cash Flows F-7 Consolidated Statements of Shareholders' Equity F-8 Notes to Consolidated Financial Statements F-9 F-1 Table of Contents Report of Independent Registered Public Accounting Firm To the shareholders and the Board of Directors of Patrick Industries, Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Patrick Industries, Inc. 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, 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 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 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. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the F-2 Table of Contents company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Goodwill–Fiberglass Reporting Unit–Refer to Notes 1 and 6 to the Financial Statements Critical Audit Matter Description 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 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 Chicago, Illinois February 19, 2026 We have served as the Company's auditor since 2019. F-3 Table of Contents PATRICK INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF INCOME Year Ended December 31, ($ in thousands, except per share data) 2025 2024 2023 Net sales $ 3,950,773 $ 3,715,683 $ 3,468,045 Cost of goods sold 3,037,913 2,879,793 2,685,812 Gross profit 912,860 835,890 782,233 Operating expenses: Warehouse and delivery 177,969 155,821 143,921 Selling, general and administrative 361,588 325,754 299,418 Amortization of intangible assets 97,314 96,275 78,694 Total operating expenses 636,871 577,850 522,033 Operating Income 275,989 258,040 260,200 Interest expense, net 74,507 79,470 68,942 Other expenses 24,420 — — Income before income taxes 177,062 178,570 191,258 Income taxes 42,006 40,169 48,361 Net income $ 135,056 $ 138,401 $ 142,897 Basic earnings per common share $ 4.16 $ 4.25 $ 4.43 Diluted earnings per common share $ 3.90 $ 4.11 $ 4.33 Weighted average shares outstanding - Basic 32,488 32,568 32,278 Weighted average shares outstanding - Diluted 34,637 33,699 33,038 See accompanying Notes to Consolidated Financial Statements. F-4 Table of Contents PATRICK INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Year Ended December 31, ($ in thousands) 2025 2024 2023 Net income $ 135,056 $ 138,401 $ 142,897 Other comprehensive income (loss), net of tax: Foreign currency translation gain (loss) 50 ( 40 ) ( 75 ) Other — 113 ( 229 ) Total other comprehensive income (loss) 50 73 ( 304 ) Comprehensive income $ 135,106 $ 138,474 $ 142,593 See accompanying Notes to Consolidated Financial Statements. F-5 Table of Contents PATRICK INDUSTRIES, INC. CONSOLIDATED BALANCE SHEETS December 31, ($ in thousands) 2025 2024 ASSETS Current Assets: Cash and cash equivalents $ 26,432 $ 33,561 Trade and other receivables, net 185,405 178,206 Inventories 595,265 551,617 Prepaid expenses and other 66,020 59,233 Total current assets 873,122 822,617 Property, plant and equipment, net 408,502 384,903 Operating lease right-of-use-assets 199,087 200,697 Goodwill 840,101 797,236 Intangible assets, net 742,561 802,889 Other non-current assets 12,801 12,612 Total assets $ 3,076,174 $ 3,020,954 LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities: Current maturities of long-term debt $ 6,250 $ 6,250 Current operating lease liabilities 54,956 53,697 Accounts payable 192,448 187,915 Accrued liabilities 94,412 105,753 Other current liabilities 424 — Total current liabilities 348,490 353,615 Long-term debt, less current maturities, net 1,282,821 1,311,684 Long-term operating lease liabilities 148,889 151,026 Deferred tax liabilities, net 96,875 61,346 Other long-term liabilities 14,802 14,917 Total liabilities 1,891,877 1,892,588 Commitments and contingencies Shareholders' equity Preferred stock, no par value; authorized 1,000,000 shares; none issued or outstanding — — Common stock, no par value, 60,000,000 shares authorized 33,224,772 and 33,567,048 issued and outstanding as of December 31, 2025 and 2024, respectively 208,210 202,353 Accumulated other comprehensive loss ( 876 ) ( 926 ) Retained earnings 976,963 926,939 Total shareholders' equity 1,184,297 1,128,366 Total liabilities and shareholders' equity $ 3,076,174 $ 3,020,954 See accompanying Notes to Consolidated Financial Statements. F-6 Table of Contents PATRICK INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31, ($ in thousands) 2025 2024 2023 Cash flows from operating activities Net income $ 135,056 $ 138,401 $ 142,897 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 170,212 166,545 144,543 Amortization of deferred debt financing costs 3,268 3,270 3,239 Stock-based compensation expense 19,066 16,775 19,429 Deferred income taxes 35,529 ( 6,481 ) ( 591 ) Loss (gain) on sale of property, plant and equipment 2,143 ( 237 ) 585 Loss on extinguishment of debt — 2,549 — Other ( 2,972 ) 376 ( 325 ) Change in operating assets and liabilities, net of business acquisitions: Trade and other receivables, net 1,808 10,847 8,923 Inventories ( 24,959 ) ( 1,863 ) 162,181 Prepaid expenses and other assets ( 8,761 ) ( 7,609 ) ( 3,931 ) Accounts payable, accrued liabilities and other ( 976 ) 4,268 ( 68,278 ) Net cash provided by operating activities 329,414 326,841 408,672 Cash flows from investing activities Purchases of property, plant, and equipment ( 82,921 ) ( 75,682 ) ( 58,987 ) Proceeds from sale of property, plant, and equipment 2,755 2,411 1,362 Business acquisitions, net of cash acquired ( 121,740 ) ( 411,747 ) ( 25,859 ) Purchase of intangible assets and other investing activities ( 4,580 ) ( 27,831 ) ( 3,061 ) Net cash used in investing activities ( 206,486 ) ( 512,849 ) ( 86,545 ) Cash flows from financing activities Term debt borrowings — 125,000 — Term debt repayments ( 6,250 ) ( 130,938 ) ( 7,500 ) Borrowing on revolver 744,426 1,320,385 488,440 Repayments on revolver ( 769,426 ) ( 1,220,385 ) ( 568,728 ) Repayment of convertible notes — — ( 172,500 ) Proceeds from senior notes offering — 500,000 — Repayment of senior notes — ( 300,000 ) — Cash dividends paid to shareholders ( 55,274 ) ( 50,187 ) ( 42,140 ) Stock repurchases under buyback program ( 31,969 ) ( 4,661 ) ( 18,808 ) Taxes paid for share-based payment arrangements ( 10,932 ) ( 17,334 ) ( 12,132 ) Payment of deferred financing costs — ( 9,212 ) — Payment of contingent consideration from business acquisitions ( 48 ) ( 4,652 ) ( 1,460 ) Proceeds from exercise of common stock options — 21 1,413 Other financing activities ( 584 ) 123 ( 150 ) 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 Cash and cash equivalents at end of year $ 26,432 $ 33,561 $ 11,409 See accompanying Notes to Consolidated Financial Statements. F-7 Table of Contents PATRICK INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY ($ in thousands) Common Stock Accumulated Other Comprehensive Income (Loss) Retained Earnings Total Balance at January 1, 2023 $ 197,003 $ ( 695 ) $ 758,861 $ 955,169 Net income — — 142,897 142,897 Dividends declared — — ( 42,327 ) ( 42,327 ) Other comprehensive loss, net of tax — ( 304 ) — ( 304 ) Share repurchases under buyback program ( 2,455 ) — ( 16,353 ) ( 18,808 ) Issuance of shares upon exercise of common stock options 1,413 — — 1,413 Repurchase of shares for tax payments related to the vesting and exercise of share-based grants ( 12,132 ) — — ( 12,132 ) Stock-based compensation expense 19,429 — — 19,429 Balance at December 31, 2023 $ 203,258 $ ( 999 ) $ 843,078 $ 1,045,337 Net income — — 138,401 138,401 Dividends declared — — ( 50,246 ) ( 50,246 ) 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 exercising of share-based grants ( 17,334 ) — — ( 17,334 ) Stock-based compensation expense 16,775 — — 16,775 Balance at December 31, 2024 $ 202,353 $ ( 926 ) $ 926,939 $ 1,128,366 Net income — — 135,056 135,056 Dividends declared — — ( 55,340 ) ( 55,340 ) Other comprehensive income, net of tax — 50 — 50 Stock repurchases under buyback program ( 2,277 ) — ( 29,692 ) ( 31,969 ) Issuance of shares upon exercise of common stock options — — — 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 Balance at December 31, 2025 $ 208,210 $ ( 876 ) $ 976,963 $ 1,184,297 See accompanying Notes to Consolidated Financial Statements. F-8 Table of Contents PATRICK INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Nature of Business Patrick Industries, Inc. (“Patrick” or the “Company”) operations consist of the manufacture and distribution of component products and materials for use primarily by the recreational vehicle (“RV”), marine, powersports, manufactured housing (“MH”) and industrial markets for customers throughout the United States and Canada. As of December 31, 2025, the Company maintained approximately 191 manufacturing plants and 50 distribution facilities located in 25 states with a small presence in Mexico, China and Canada. Patrick operates in two business segments: Manufacturing and Distribution. Principles of Consolidation The accompanying consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission and in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of Patrick and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. 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 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. Revenue Recognition The Company is a major manufacturer and distributor of component products and materials serving original equipment manufacturers and other customers in the RV, marine, powersports, MH, and industrial industries. Revenue is recognized when or as control of the promised goods transfers to the Company's customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods. The Company’s contracts typically consist of a single performance obligation to manufacture and provide the promised goods. To the extent a contract is deemed to have multiple performance obligations, the Company allocates the transaction price of the contract to each performance obligation using the standalone selling price of each distinct good in the contract. The transaction price for contracts may include reductions to the transaction price for estimated volume discounts and rebates and other customer incentives. There are no material instances in any period presented where variable consideration was constrained and not recorded at the initial time of sale. 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-cost method. However, the financial impact of these contracts is immaterial considering the short production cycles and limited inventory days on hand. Distribution segment revenue from product sales is recognized on a gross basis upon shipment or delivery of goods at which point control transfers to the customer. The Company acts as a principal in such arrangements because it controls the promised goods before delivery to the customer. The Company uses direct shipment arrangements with certain vendors and suppliers to deliver products to its customers without having to physically hold the inventory at its warehouses. The Company is the principal in the transaction and recognizes revenue for direct shipment arrangements on a gross basis. Our role as principal in our distribution sales is generally characterized by (i) customers entering into contracts with the Company, not the vendor; (ii) our obligation to pay the vendor irrespective of our ability to collect from the customer; (iii) our discretion in F-9 Table of Contents determining the price of the good provided to the customer; (iv) our title to the goods before the customer receives or accept the goods; and (v) our responsibility for the quality and condition of goods delivered to the customer. Sales and other taxes collected concurrent with revenue-producing activities are excluded from net sales. The Company records freight billed to customers in net sales. The corresponding costs incurred for shipping and handling related to these customer-billed freight costs are accounted for as costs to fulfill the contract and are included in warehouse and delivery expenses. The Company’s contracts across each of its businesses typically do not result in situations where there is a time period greater than one year between performance under the contract and collection of the related consideration. The Company does not account for a significant financing component when the Company expects, at contract inception, that the period between the Company's transfer of a promised good or service to a customer and the customer’s payment for that good or service will be one year or less. The Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the incurred costs that the Company otherwise would have capitalized is one year or less. These costs, representing primarily sales commissions, are included in selling, general and administrative expenses. The Company does not disclose information about the transaction price being allocated to the remaining performance obligations at period end, as the Company does not have material contracts that have original expected durations of more than one year. Contract liabilities, representing upfront payments from customers received prior to satisfying performance obligations, were immaterial in all periods presented and changes in contract liabilities were immaterial in all periods presented. Contract assets, representing the Company’s rights to consideration for work completed but not billed (generally in conjunction with contracts for which revenue is recognized over time), were immaterial in all periods presented. Costs and Expenses Cost of goods sold includes material costs, direct and indirect labor, depreciation, overhead expenses, inbound freight charges, inspection costs, internal transfer costs, receiving costs, and other costs. 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 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. Expected volatilities take into consideration the historical volatility of the Company’s common stock. The expected term of options and SARs represents the period of time that the options and SARs granted are expected to be outstanding based on historical Company trends. The risk free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for instruments of a similar term. New shares are issued upon exercise of options. Forfeitures of stock based compensation are recognized as incurred. F-10 Table of Contents Earnings Per Common Share Basic earnings per common share is computed by dividing net income by the weighted-average number of common shares outstanding. Diluted earnings per common share is computed by dividing net income available for diluted shares (calculated as net income plus the after-tax effect of interest on potentially dilutive convertible notes, where applicable) by the weighted-average number of common shares outstanding, plus the weighted-average impact of potentially dilutive convertible notes, plus the dilutive effect of stock options, SARs, and certain restricted stock awards (collectively, “Common Stock Equivalents”). The dilutive effect of Common Stock Equivalents is calculated under the treasury stock method using the average market price for the period. Common Stock Equivalents are not included in the computation of diluted earnings per common share if their effect would be anti-dilutive. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. The Company held no cash equivalents as of December 31, 2025 and 2024, respectively. Trade and Other Receivables Trade receivables consist primarily of amounts due to the Company from its normal business activities. In assessing the carrying value of its trade receivables, the Company estimates the recoverability by making assumptions based on historical and forward-looking factors, such as historical and anticipated customer performance, current overall and industry-specific economic conditions, historical write-off and collection experience, the level of past-due amounts, and specific risks identified in the trade receivables portfolio. Other receivables consist of employee advances, insurance claims, amounts owed from vendors pertaining to importation costs, and other miscellaneous items. As of December 31, ($ in thousands) 2025 2024 Trade receivables $ 171,736 $ 149,146 Other receivables 16,509 32,768 Allowance for credit losses ( 2,840 ) ( 3,708 ) Total $ 185,405 $ 178,206 Inventories Inventories are generally stated at the lower of cost (first-in, first-out method or, for certain inventories, average costing method) and net realizable value. Based on the inventory aging and other considerations for realizable value, the Company writes down the carrying value to net realizable value where appropriate. The Company reviews inventory on-hand and records provisions for excess and obsolete inventory based on current assessments of future demand, market conditions, and related management initiatives. The cost of manufactured inventories includes raw materials, inbound freight, labor and overhead. The Company’s distribution inventories include the cost of materials purchased for resale and inbound freight. Prepaid Expenses and Other As of December 31, ($ in thousands) 2025 2024 Vendor rebates receivable $ 10,819 $ 9,877 Prepaid expenses 25,932 31,543 Vendor and other deposits 15,080 14,503 Prepaid income taxes 14,189 3,310 Total $ 66,020 $ 59,233 F-11 Table of Contents Property, Plant and Equipment The costs of major improvements that materially extend the useful life of property are capitalized. Expenditures for repairs and maintenance are charged to expense as incurred. Depreciation is determined based on a straight-line method over the assets' estimated useful lives. 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 Goodwill and indefinite-lived intangible assets are not amortized but are subject to an annual impairment test based on their estimated fair value. The Company reviews goodwill and indefinite-lived intangible assets for impairment in the fourth quarter, or more frequently, if events or changes in circumstances indicate the assets might be impaired. The impairment test was performed on September 29, 2025. In conducting its impairment testing, the Company estimates the fair value of our reporting units using both an income and market based approach and the fair value of our indefinite-lived intangible assets using an income based approach. The market approach includes a comparison of multiples of earnings before interest, taxes, depreciation and amortization for the reporting units to similar businesses or guideline companies whose securities are actively traded in public markets. The income approach calculates the present value of expected cash flows to determine the estimated fair value of our reporting units or indefinite-lived intangible assets. Additionally, the income approach requires us to estimate future cash flows, the timing of these cash flows, and a discount rate (based on a weighted average cost of capital), which represents the time value of money and the inherent risk and uncertainty of the future cash flows. Estimated royalty rates applied to projected revenues are based on comparable industry studies and consideration of operating margins. The assumptions we use to estimate future cash flows are consistent with the assumptions that our reporting units use for internal planning purposes. When calculating the present value of future cash flows under the income approach, we take into consideration multiple variables, including forecasted sales volumes and operating income, current industry and economic conditions, and historical results. If we determine that the estimated fair value of each reporting unit or indefinite-lived intangible asset exceeds its carrying amount, the reporting unit's goodwill or indefinite-lived intangible asset is not impaired. Our fourth quarter 2025 goodwill impairment test concluded that the fair values of each of our reporting units exceeded their carrying values. Our 2025 indefinite-lived intangibles test also concluded that the fair values of these intangibles exceeded their respective carrying values. Long-Lived Assets When events or conditions warrant, the Company evaluates the recoverability of long-lived assets other than goodwill and indefinite-lived intangible assets, which includes property, plant and equipment, finite-lived intangible assets, and lease right-of-use assets, and considers whether these assets are impaired. The Company assesses the recoverability of these assets based upon several factors, including management's intention with respect to the assets and their projected future undiscounted cash flows. If projected undiscounted cash flows are less than the carrying amount of the assets, the Company adjusts the carrying amounts of such assets to their estimated fair value. A significant adverse change in the Company’s business climate in future periods could result in a significant loss of market share or the inability to achieve previously projected revenue growth and could lead to a required assessment of the recoverability of the Company’s long-lived assets, which may subsequently result in an impairment charge. Finite-lived intangible assets are amortized on a straight-line basis over their useful lives, as detailed further in Note 6 "Goodwill and Intangible Assets". Income Taxes Income tax expense is calculated based on statutory tax rates of the federal, state, and international jurisdictions in which the Company operates and income earned or apportioned to each of these respective jurisdictions, as well as any additional tax planning available to the Company in these jurisdictions. Certain income and expenses are not reported in tax returns and financial statements in the same year. The tax effect of such temporary differences is reported as deferred income taxes. F-12 Table of Contents Deferred taxes are provided on an asset and liability method whereby deferred taxes are recognized based on temporary differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets may not be realized. The Company reports a liability, if any, for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense. Leases The Company determines whether an arrangement is a lease at inception. For leases where the Company is the lessee, a lease liability and a right-of-use asset are recognized for all leases, with the exception of short-term leases with terms of twelve months or less. The lease liability represents the lessee’s obligation to make lease payments arising from a lease, and is measured as the present value of the lease payments. As the rate implicit in the lease is usually not known at lease commencement, the Company uses its incremental borrowing rate to discount the lease obligation. The Company uses its best judgment when determining the incremental borrowing rate, which is the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term to the lease payments in a similar currency. The right-of-use asset represents the lessee’s right to use a specified asset for the lease term, and is measured at the lease liability amount, adjusted for lease prepayment, lease incentives received and the Company’s initial direct costs. Additionally, the Company has lease agreements containing lease and non-lease components which are accounted for as a single lease component. 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, 2025 2024 Percentage of trade receivables, net: Customer 1 5 % 6 % Customer 2 8 % 8 % Recently Issued Accounting Pronouncements Adoption of New Accounting Standards 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 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- F-13 Table of Contents 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 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): Induced Conversions of Convertible Debt Instruments". The amendments in this update are intended to clarify disclosure requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions rather than as debt extinguishments. This ASU is effective for annual periods beginning after December 15, 2025, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the effects that the adoption of ASU 2024-04 will have on the Company's 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". 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. 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. 2. REVENUE RECOGNITION 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 ($ in thousands) Manufacturing Distribution Total Market type: Recreational Vehicle $ 1,246,117 $ 529,971 $ 1,776,088 Marine 566,829 39,585 606,414 Powersports 367,727 16,404 384,131 Manufactured Housing 298,887 382,599 681,486 Industrial 463,204 39,450 502,654 Total $ 2,942,764 $ 1,008,009 $ 3,950,773 F-14 Table of Contents Year Ended December 31, 2024 ($ in thousands) Manufacturing Distribution Total Market type: Recreational Vehicle $ 1,121,128 $ 504,083 $ 1,625,211 Marine 530,828 39,896 570,724 Powersports 338,904 13,329 352,233 Manufactured Housing 300,689 381,401 682,090 Industrial 449,685 35,740 485,425 Total $ 2,741,234 $ 974,449 $ 3,715,683 Year Ended December 31, 2023 ($ in thousands) Manufacturing Distribution Total Market type: Recreational Vehicle $ 1,018,003 $ 485,339 $ 1,503,342 Marine 743,826 38,749 782,575 Powersports 109,362 12,592 121,954 Manufactured Housing 258,551 309,659 568,210 Industrial 457,041 34,923 491,964 Total $ 2,586,783 $ 881,262 $ 3,468,045 3. ACQUISITIONS Business combinations generally take place to strengthen Patrick's positions in existing markets and increase its market share and per unit content, expand into additional markets, or gain key technology. Acquisitions meeting the definition of a business combination are accounted for under the acquisition method of accounting. 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. 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. For each of the acquisitions discussed, we either acquired the assets and assumed the liabilities of the business, or acquired 100 % of the equity interests. Assets acquired and liabilities assumed in the individual acquisitions were recorded on the Company’s consolidated balance sheet at their estimated fair values as of the respective dates of acquisition. For each acquisition, the Company completes its allocation of the purchase price to the fair value of acquired assets and liabilities within a one-year measurement period. For those acquisitions where the purchase price allocation is provisional, which includes certain acquisitions completed in 2025, the Company is still in the process of finalizing the fair values of acquired intangible assets and fixed assets. For the years ended December 31, 2025, 2024 and 2023, revenue of approximately $ 44.0 million, $ 295.7 million and $ 17.7 million, respectively, was included in the Company’s consolidated statements of income pertaining to the businesses acquired in each such respective year. For the years ended December 31, 2025, 2024 and 2023, operating income of approximately $ 1.3 million, $ 47.2 million and $ 1.0 million, respectively, was included in the Company’s consolidated statements of income pertaining to the businesses acquired in each such respective year. Acquisition-related costs associated with the businesses acquired in 2024 were $ 5.0 million. Acquisition-related costs associated with the businesses acquired in 2025 and 2023 were immaterial in each respective year. F-15 Table of Contents Contingent Consideration In connection with certain acquisitions, the Company is required to pay additional cash consideration to the sellers if certain financial results of the acquired businesses are achieved. The Company records a liability for the estimated fair value of the contingent consideration related to each of these acquisitions as part of the initial purchase price based on the present value of the expected future cash flows and the probability of future payments at the date of acquisition. The following table provides a reconciliation of the beginning and ending aggregate fair values of the contingent consideration: Year Ended December 31, ($ in thousands) 2025 2024 Balance at January 1 $ 3,608 $ 8,510 Additions 3,200 2,030 Fair value adjustments ( 4,298 ) ( 1,900 ) Settlements ( 65 ) ( 5,032 ) Balance at December 31 $ 2,445 $ 3,608 The following table shows the balance sheet location of the fair value of contingent consideration and the maximum amount of contingent consideration payments the Company may be subject to: As of December 31, ($ in thousands) 2025 2024 Accrued liabilities $ 1,383 $ 1,665 Other long-term liabilities 1,062 1,943 Total fair value of contingent consideration $ 2,445 $ 3,608 Maximum amount of contingent consideration $ 9,343 $ 8,618 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"): Company Segment Description Sportech, LLC ("Sportech") Manufacturing Leading designer and manufacturer of high-value, complex component solutions sold to powersports original equipment manufacturers ("OEMs"), adjacent market OEMs and the aftermarket, including integrated door systems, roofs, canopies, bumpers, windshields, fender flares and cowls, based in Elk River, Minnesota, acquired in January 2024. ICON Direct LLC doing business as RecPro ("RecPro") Distribution Leading e-commerce business and aftermarket platform specializing in creating and marketing component products, systems, and solutions for the RV and marine end markets, based in Bristol, Indiana, acquired in September 2024 F-16 Table of Contents 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. 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 The Company completed three acquisitions in the year ended December 31, 2023, including the following previously announced acquisition (collectively, the "2023 Acquisitions"): Company Segment Description BTI Transport Distribution Provider of transportation and logistics services to marine original equipment manufacturers ("OEMs") and dealers, based in Elkhart, Indiana, acquired in April 2023. The acquired business operates under the Patrick Marine Transport brand. Inclusive of two acquisitions not discussed above, total cash consideration for the 2023 Acquisitions was approximately $ 26.3 million, plus contingent consideration over a two-year period based on future performance in connection with certain acquisitions. Purchase price allocations and all valuation activities in connection with the 2023 Acquisitions have been finalized. Pro Forma Information (Unaudited) The following pro forma information assumes the 2025 Acquisitions and 2024 Acquisitions occurred as of the beginning of the year immediately preceding each such acquisition. The pro forma information contains the actual operating results of each of the 2025 Acquisitions and 2024 Acquisitions, combined with the results prior to their respective acquisition dates, adjusted to reflect the pro forma impact of the acquisitions occurring as of the beginning of the year immediately preceding each such acquisition. The pro forma information includes financing and interest expense charges based on the actual incremental borrowings incurred in connection with each transaction as if it occurred as of the beginning of the year immediately preceding each such acquisition. In addition, the pro forma information includes incremental amortization expense, net of tax related to intangible assets acquired of $ 0.6 million and $ 4.4 million for the years ended December 31, 2025 and 2024, respectively, in connection with the acquisitions as if they occurred as of the beginning of the year immediately preceding each such acquisition. Year Ended December 31, ($ in thousands, except per share data) 2025 2024 Net sales $ 3,965,813 $ 3,875,437 Net income $ 136,533 $ 142,552 Basic earnings per common share $ 4.20 $ 4.38 Diluted earnings per common share $ 3.94 $ 4.23 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. F-17 Table of Contents The following table summarizes the fair values of the assets acquired and liabilities assumed as of the date of the acquisition for 2025, 2024, and 2023 Acquisitions: 2025 Acquisitions 2024 Acquisitions 2023 Acquisitions ($ in thousands) Sportech All Others Total Consideration: Cash, net of cash acquired $ 117,387 $ 319,073 $ 96,998 $ 416,071 $ 26,294 Working capital holdback and other, net 596 — — — — Contingent consideration 2,102 — 2,030 2,030 1,600 Total consideration $ 120,085 $ 319,073 $ 99,028 $ 418,101 $ 27,894 Assets Acquired: Trade receivables $ 9,009 $ 21,587 $ 2,256 $ 23,843 $ 1,293 Inventories 18,689 20,611 19,011 39,622 4,430 Prepaid expenses & other 455 1,719 3,495 5,214 105 Property, plant & equipment 24,967 18,766 6,997 25,763 8,165 Operating lease right-of-use assets — 15,096 1,283 16,379 1,044 Identifiable intangible assets: Customer relationships 20,790 152,000 17,560 169,560 10,075 Non-compete agreements 1,600 2,000 2,375 4,375 270 Patents 5,230 17,500 600 18,100 — Trademarks 5,350 20,500 8,000 28,500 — Liabilities Assumed: Current portion of operating lease obligations — ( 1,437 ) ( 586 ) ( 2,023 ) ( 262 ) Accounts payable & accrued liabilities ( 7,680 ) ( 32,398 ) ( 4,312 ) ( 36,710 ) ( 514 ) Operating lease obligations — ( 13,658 ) ( 699 ) ( 14,357 ) ( 781 ) Deferred tax liabilities — ( 21,288 ) — ( 21,288 ) — Total fair value of net assets acquired 78,410 200,998 55,980 256,978 23,825 Goodwill (1) 41,675 118,075 43,048 161,123 5,814 Bargain purchase gain — — — — ( 1,745 ) $ 120,085 $ 319,073 $ 99,028 $ 418,101 $ 27,894 (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. F-18 Table of Contents 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. We estimate the value of customer relationships using the multi-period excess earnings method, which is a variation of the income approach, calculating the present value of incremental after-tax cash flows attributable to the asset. Non-compete agreements are valued using a discounted cash flow approach, which is a variation of the income approach, with and without the individual counterparties to the non-compete agreements. Trademarks and patents are valued using the relief-from-royalty method, which applies an estimated royalty rate to forecasted future cash flows, discounted to present value. The estimated useful life for customer relationships is 10 years. The estimated useful life for non-compete agreements is 5 years. The weighted average estimated useful life for patents is 13 years, ranging from 10 to 18 years. Trademarks have an indefinite useful life. 4. INVENTORIES Inventories consisted of the following: As of December 31, ($ in thousands) 2025 2024 Raw materials $ 315,508 $ 292,730 Work in process 19,586 18,157 Finished goods 128,766 103,318 Less: reserve for inventory excess and obsolescence ( 14,754 ) ( 16,456 ) Total manufactured goods, net 449,106 397,749 Materials purchased for resale (distribution products) 154,319 161,492 Less: reserve for inventory excess and obsolescence ( 8,160 ) ( 7,624 ) Total materials purchased for resale (distribution products), net 146,159 153,868 Total inventories $ 595,265 $ 551,617 5. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment, net consisted of the following : Estimated Useful Lives (years) As of December 31, ($ in thousands) 2025 2024 Land and improvements $ 25,897 $ 26,512 Building and improvements 30 85,710 85,629 Machinery and equipment 3 - 7 604,140 545,791 Capitalized software 3 38,054 20,159 Transportation equipment 5 26,719 24,788 Leasehold improvements 44,811 41,378 Property, plant and equipment, gross 825,331 744,257 Less: accumulated depreciation ( 416,829 ) ( 359,354 ) Property, plant and equipment, net $ 408,502 $ 384,903 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. F-19 Table of Contents Accrued capital expenditures were approximately $ 1.3 million, $ 7.3 million, and $ 2.1 million for the years ended December 31, 2025, 2024, and 2023, respectively. 6. GOODWILL AND INTANGIBLE ASSETS Changes in the carrying amount of goodwill for the years ended December 31, 2025 and 2024 by segment are as follows: ($ in thousands) Manufacturing Distribution Total Balance at January 1, 2024 $ 560,370 $ 77,023 $ 637,393 Acquisitions 119,859 40,074 159,933 Adjustment to prior year preliminary purchase price allocation 17 ( 107 ) ( 90 ) Balance at December 31, 2024 $ 680,246 $ 116,990 $ 797,236 Acquisitions 41,675 — 41,675 Adjustment to prior year preliminary purchase price allocation 109 1,081 1,190 Balance at December 31, 2025 $ 722,030 $ 118,071 $ 840,101 As of December 31, 2025 and 2024, accumulated impairment of goodwill in the Manufacturing segment was $ 27.4 million. 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 Intangible assets, gross 1,302,650 1,265,664 Less: accumulated amortization: Customer relationships ( 506,656 ) ( 419,358 ) Non-compete agreements ( 22,204 ) ( 20,065 ) Patents ( 31,229 ) ( 23,352 ) Intangible assets, net $ 742,561 $ 802,889 Changes in the carrying value of intangible assets for the years ended December 31, 2025 and 2024 by segment are as follows: ($ in thousands) Manufacturing Distribution Total Balance at January 1, 2024 $ 553,703 $ 97,450 $ 651,153 Additions (1) 199,966 48,400 248,366 Amortization ( 82,538 ) ( 13,737 ) ( 96,275 ) Adjustment to prior year preliminary purchase price allocation — ( 355 ) ( 355 ) Balance at December 31, 2024 $ 671,131 $ 131,758 $ 802,889 Additions (1) 35,248 500 35,748 Amortization ( 82,166 ) ( 15,148 ) ( 97,314 ) Adjustment to prior year preliminary purchase price allocation — 1,238 1,238 Balance at December 31, 2025 $ 624,213 $ 118,348 $ 742,561 F-20 Table of Contents (1) Includes intangible assets acquired that did not meet the definition of a business combination of $ 2.8 million and $ 27.8 million for the years ended December 31, 2025 and 2024, respectively. Estimated amortization expense for the years ending December 31, 2026 through 2030 is presented below: ($ in thousands) 2026 $ 93,206 2027 $ 86,523 2028 $ 74,018 2029 $ 69,129 2030 $ 64,680 7. DEBT The following table presents a summary of total debt outstanding: As of December 31, ($ in thousands) 2025 2024 Long-term debt: Term loan due 2029 $ 117,188 $ 123,438 Revolver due 2029 75,000 100,000 1.75 % convertible notes due 2028 258,701 258,750 4.75 % senior notes due 2029 350,000 350,000 6.375 % senior notes due 2032 500,000 500,000 Total debt 1,300,889 1,332,188 Less: convertible notes debt discount, net ( 2,915 ) ( 3,915 ) Less: term loan deferred financing costs, net ( 430 ) ( 543 ) Less: senior notes deferred financing costs, net ( 8,473 ) ( 9,796 ) Less: current maturities of long-term debt ( 6,250 ) ( 6,250 ) Total long-term debt, less current maturities, net $ 1,282,821 $ 1,311,684 2024 Credit Facility 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"). Pursuant to the terms of the 2024 Credit Agreement, the interest rate for borrowings under the Revolver due 2029 and the Term Loan due 2029 is either the Prime Rate or SOFR plus a margin, which ranges from 0.00 % to 0.75 % for Prime Rate loans and from 1.00 % to 1.75 % for SOFR loans depending on the Company’s consolidated total leverage ratio. The interest rate for incremental borrowings as of December 31, 2025 was SOFR plus 1.75 % (or 5.67 %) for the SOFR-based option. The Company is required to pay fees on committed but unused portions of the Revolver due 2029, which range from 0.15 % to 0.225 %. 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 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. 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). F-21 Table of Contents 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 6.375 % Senior Notes will mature on November 1, 2032. Interest on the 6.375 % Senior Notes is payable semi-annually in cash in arrears on May 1 and November 1 of each year, beginning on May 1, 2025. The effective interest rate on the 6.375 % Senior Notes, which includes debt issuance costs, is approximately 6.60 %. In connection with the issuance of the 6.375 % Senior Notes, the Company incurred and capitalized as a reduction of the principal amount of the 6.375 % Senior Notes approximately $ 6.9 million in deferred financing costs which are being amortized using the effective interest rate over the term of the 6.375 % Senior Notes. The 6.375 % Senior Notes are senior unsecured indebtedness of the Company and are guaranteed by each of the Company’s subsidiaries that guarantee the obligations of the Company under the 2024 Credit Facility. If the Company experiences specific kinds of changes of control, the Company must offer to repurchase all of the 6.375 % 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 6.375 % Senior Notes, in whole or in part, at any time (a) prior to November 1, 2027, 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 November 1, 2027 at specified redemption prices set forth in the indenture, plus accrued and unpaid interest. In addition, prior to November 1, 2027, the Company may redeem, in one or more transactions, up to an aggregate of 40 % of the original principal amount of the 6.375 % Senior Notes at a redemption price equal to 106.375 % of the principal amount thereof, plus accrued and unpaid interest, with the net cash proceeds of one or more equity offerings. 1.75 % Convertible Senior Notes due 2028 In December 2021, the Company issued $ 258.75 million aggregate principal amount of 1.75 % Convertible Senior Notes due 2028 (the “ 1.75 % Convertible Notes”). The total debt discount of $ 56.1 million at issuance consisted of two components: (i) the conversion option component, recorded to shareholders' equity, in the amount of $ 48.8 million, representing the difference between the principal amount of the 1.75 % Convertible Notes upon issuance less the present value of the future cash flows of the 1.75 % Convertible Notes using a borrowing rate for a similar non-convertible debt instrument and (ii) debt issuance costs of $ 7.3 million. The conversion option component of the 1.75 % Convertible Notes was valued using Level 2 inputs under the fair value hierarchy. The unamortized portion of the total debt discount is being amortized to interest expense over the life of the 1.75 % Convertible Notes. The effective interest rate on the 1.75 % Convertible Notes, which includes the non-cash interest expense of debt discount amortization and debt issuance costs, was 2.14 % as of December 31, 2025. The net proceeds from the issuance of the 1.75 % Convertible Notes were approximately $ 249.7 million, after deducting the initial purchasers’ discounts and commissions and offering expenses payable by the Company, but before deducting the net cost of the 1.75 % Convertible Note Hedge Transactions and the 1.75 % Convertible Note Warrant Transactions (each as defined herein) described in Note 9 "Derivative Financial Instruments". The 1.75 % Convertible Notes are senior unsecured obligations of the Company and pay interest semi-annually in arrears on June 1 and December 1 of each year at an annual rate of 1.75 %. The 1.75 % Convertible Notes will mature on December 1, 2028 unless earlier repurchased or converted in accordance with their terms. Prior to June 1, 2028, the 1.75 % Convertible Notes may be converted at the option of the holders only upon the occurrence of specified events and during certain periods, and thereafter until the close of business on the second scheduled trading day immediately preceding the maturity date. The Company will satisfy any conversion by paying cash up to the aggregate principal amount of the 1.75 % Convertible Notes to be converted and by paying or delivering, as the case may be, cash, shares of the Company’s common stock, or a combination of cash and shares of the Company’s common stock, at its election, in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the 1.75 % Convertible Notes being converted. The initial conversion rate for the 1.75 % Convertible Notes is 14.9831 shares of the Company's common stock per $1,000 principal amount of the 1.75 % Convertible Notes (or 3,876,867 shares in the aggregate) and is equal to an initial conversion price of approximately $ 66.74 per share. If an event of default on the 1.75 % Convertible Notes occurs, the principal amount of the 1.75 % Convertible Notes, plus accrued and unpaid interest (including additional interest, if any) may be declared immediately due and payable, subject to certain conditions. F-22 Table of Contents The 1.75 % Convertible Notes are guaranteed by each of the Company’s subsidiaries that guarantee the obligations of the Company under the 2024 Credit Facility. 1.75 % Convertible Notes holders may convert their Convertible Notes on or after June 28, 2028 at any time at their option. Holders may convert 1.75 % Convertible Notes prior to June 28, 2028, only under the following circumstances: (i) during any calendar quarter, if the last reported sale price of the Company's common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day, (ii) during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of our common stock and the conversion rate on each such trading day and (iii) upon the occurrence of certain specified distributions or corporate events. As of December 31, 2025, the conditional conversion feature of the 1.75 % Convertible Notes related to the price of our common stock equaling or exceeding 130 % of the conversion price was triggered. 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 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. The Company has the intent and ability to utilize available borrowing capacity under the Revolver due 2029 to satisfy any cash conversion obligations that it may have, should holders choose to exercise their conversion rights during the period noted above. 4.75 % Senior Notes due 2029 In April 2021, the Company issued $ 350.0 million aggregate principal amount of 4.75 % Senior Notes due 2029 (the " 4.75 % Senior Notes"). The 4.75 % Senior Notes will mature on May 1, 2029. Interest on the 4.75 % Senior Notes started accruing April 20, 2021 and is payable semi-annually in cash in arrears May 1 and November 1 of each year, beginning on November 1, 2021. The effective interest rate on the 4.75 % Senior Notes, which includes debt issuance costs, is approximately 4.97 %. In connection with the issuance of the 4.75 % Senior Notes, the Company incurred and capitalized as a reduction of the principal amount of the 4.75 % Senior Notes approximately $ 5.1 million in deferred financing costs which are being amortized using the effective interest rate over the term of the 4.75 % Senior Notes. The 4.75 % Senior Notes are senior unsecured indebtedness of the Company and are guaranteed by each of the Company’s subsidiaries that guarantee the obligations of the Company under the 2024 Credit Facility. 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 at specified redemption prices set forth in the indenture, plus accrued and unpaid interest. Debt Maturities As of December 31, 2025, the aggregate maturities of total long-term debt for the next five fiscal years and thereafter are as follows ($ in thousands): 2026 $ 6,250 2027 6,250 2028 264,951 2029 523,438 2030 — Thereafter 500,000 Total $ 1,300,889 Letters of credit totaling $ 8.5 million and $ 5.0 million were outstanding as of December 31, 2025 and 2024, respectively, that exist to meet credit requirements for the Company’s insurance providers. F-23 Table of Contents Cash paid for interest for the years ended December 31, 2025, 2024 and 2023 was $ 71.4 million, $ 75.9 million and $ 66.3 million, respectively. 8. FAIR VALUE AND FINANCIAL INSTRUMENTS The Company accounts for certain assets and liabilities at fair value. The fair values are separated into three broad levels (Levels 1, 2 and 3) based on the assessment of the availability of observable market data and the significance of non-observable data used to determine fair value. Each fair value measurement must be assigned to a level corresponding to the lowest level input that is significant to the fair value measurement in its entirety. The three levels are as follows: • Level 1 inputs, which are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. • Level 2 inputs, which are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability. • Level 3 inputs, which are unobservable inputs for the asset or liability. 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 December 31, 2025 and December 31, 2024: As of December 31, 2025 2024 ($ in millions) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 1.75 % convertible notes due 2028 (1) $ — $ 442.4 $ — $ — $ 351.3 $ — 4.75 % senior notes due 2029 (1) $ — $ 347.1 $ — $ — $ 330.3 $ — 6.375 % senior notes due 2032 (1) $ — $ 514.1 $ — $ — $ 485.0 $ — Term loan due 2029 (1) (2) $ — $ 117.2 $ — $ — $ 123.4 $ — Revolver due 2029 (1) (2) $ — $ 75.0 $ — $ — $ 100.0 $ — Contingent consideration (3) $ — $ — $ 2.4 $ — $ — $ 3.6 (1) The amounts of these notes listed above are the fair values for disclosure purposes only, and they are recorded in the Company's consolidated balance sheets as of December 31, 2025 and 2024 at carrying value. (2) The carrying amounts of our term loan and revolving credit facility approximate fair value as of December 31, 2025 and 2024 based upon their terms and conditions in comparison to the terms and conditions of debt instruments with similar terms and conditions available at those dates. (3) The estimated fair value of the Company's contingent consideration is discussed further in Note 3 "Acquisitions". 9. DERIVATIVE FINANCIAL INSTRUMENTS 1.75 % Convertible Note Hedge Transactions and Warrant Transactions In December 2021, in connection with the 1.75 % Convertible Notes offering, the Company entered into privately negotiated convertible note hedge transactions (together, the “ 1.75 % Convertible Note Hedge Transactions”) with each of Bank of America, N.A., Wells Fargo Bank, National Association and Nomura Global Financial Products, Inc. (together, the “ 1.75 % Convertible Note Hedge Counterparties”). Pursuant to the 1.75 % Convertible Note Hedge Transactions, the Company acquired options to purchase the same number of shares of the Company's common stock (or 3,876,867 shares) initially underlying the 1.75 % Convertible Notes at an initial strike price equal to the initial strike price of the 1.75 % Convertible Notes of approximately $ 66.74 per share, subject to customary anti-dilution adjustments. The options expire on December 1, 2028, subject to earlier exercise. At the same time, the Company also entered into separate, privately negotiated warrant transactions (the “ 1.75 % Convertible Note Warrant Transactions”) with each of the 1.75 % Convertible Note Hedge Counterparties, pursuant to which the Company sold warrants giving the counterparties the right to purchase the same number of shares of the Company's common stock (or 3,876,867 shares) underlying the 1.75 % Convertible Notes, at an initial strike price of approximately $ 85.30 per share, subject to customary anti-dilution adjustments. The warrants have a final expiration date of July 25, 2029. F-24 Table of Contents The Company paid $ 57.4 million associated with the cost of the 1.75 % Convertible Note Hedge Transactions and received proceeds of $ 43.7 million related to the 1.75 % Convertible Note Warrant Transactions. 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. See Note 13 "Earnings Per Common Share" for additional information on the dilutive impact of the 1.75 % Convertible Note Warrant Transactions. As these transactions meet certain accounting criteria, the 1.75 % Convertible Note Hedge Transactions and 1.75 % Convertible Note Warrant Transactions are recorded in stockholders’ equity and are not accounted for as derivatives. 10. ACCRUED LIABILITIES As of December 31, ($ in thousands) 2025 2024 Employee compensation and benefits $ 49,426 $ 50,098 Property taxes 2,483 5,643 Customer incentives 21,065 19,185 Accrued interest 8,251 8,884 Accrued warranty 7,556 5,838 Income tax payable 18 6,302 Other 5,613 9,803 Total accrued liabilities $ 94,412 $ 105,753 The table below summarizes the change in accrued warranty liabilities. Year Ended December 31, ($ in thousands) 2025 2024 2023 Beginning balance $ 5,838 $ 6,130 $ 12,103 Provision 33,038 32,091 23,820 Settlements made during the year (in cash or in kind) ( 31,971 ) ( 32,424 ) ( 29,793 ) Acquisitions 651 41 — Ending balance $ 7,556 $ 5,838 $ 6,130 F-25 Table of Contents 11. INCOME TAXES The provision for income taxes consists of the following: Year Ended December 31, ($ in thousands) 2025 2024 2023 Current income tax expense: U.S. federal $ 556 $ 35,288 $ 44,126 U.S. state and local 5,921 11,324 4,816 Foreign — 38 10 Total current 6,477 46,650 48,952 Deferred income tax (benefit) expense, net: U.S federal 34,020 ( 5,509 ) ( 3,578 ) U.S. state and local 1,519 ( 971 ) 2,994 Foreign ( 10 ) ( 1 ) ( 7 ) Total deferred 35,529 ( 6,481 ) ( 591 ) Total income tax provision $ 42,006 $ 40,169 $ 48,361 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 State (1) 5,482 Foreign — 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. F-26 Table of Contents 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 U.S. federal statutory tax rate $ 37,183 21.0 % United States: State and local income taxes (1) 6,200 3.5 % Tax credits: 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 % State taxes, net of federal tax effect 7,975 4.5 % 6,797 3.6 % Research and development tax credits ( 3,750 ) ( 2.1 ) % ( 2,889 ) ( 1.5 ) % 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 ) % Other 310 0.1 % 1,450 0.7 % Income taxes $ 40,169 22.5 % $ 48,361 25.3 % F-27 Table of Contents The composition of the deferred tax assets and liabilities is as follows: As of December 31, ($ in thousands) 2025 2024 Deferred tax assets: Trade receivables allowance $ 1,013 $ 1,215 Inventory capitalization 4,021 4,329 Inventory reserves 9,089 8,503 Federal NOL carryforwards 565 386 State NOL carryforwards 1,144 453 Accrued expenses 17,247 18,831 Deferred compensation 838 805 Operating lease liabilities 51,109 50,784 Share-based compensation 7,286 6,498 Capitalized research & experimentation costs — 30,140 Other 911 278 Total deferred tax assets before valuation allowance 93,223 122,222 Less: valuation allowance ( 408 ) ( 480 ) Total deferred tax assets, net of valuation allowance $ 92,815 $ 121,742 Deferred tax liabilities: Prepaid expenses $ ( 5,235 ) $ ( 5,569 ) Operating lease right-of-use assets ( 49,920 ) ( 49,785 ) Depreciation expense ( 49,678 ) ( 45,026 ) Intangibles ( 84,857 ) ( 82,708 ) Total deferred tax liabilities ( 189,690 ) ( 183,088 ) Net deferred tax liabilities $ ( 96,875 ) $ ( 61,346 ) 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. For the majority of tax jurisdictions, the U.S. federal statute of limitations remains open for the years 2022 and later. Uncertain tax benefits were immaterial as of December 31, 2025 and 2024 and activity related to uncertain tax benefits was immaterial for all periods presented. F-28 Table of Contents 12. STOCK REPURCHASE PROGRAMS In November 2024, the Company's Board of Directors ("the Board") authorized an increase in the amount of the Company's common stock that may be acquired over the next 24 months under the current stock repurchase program to $ 200 million, including the $ 72.9 million remaining under the previous authorization. As of December 31, 2025, Patrick has $ 168.0 million remaining in the amount of the Company's common stock that may be acquired under the current stock repurchase program. Under the stock repurchase plans, the Company made repurchases of common stock for 2025, 2024, and 2023 as follows: Year Ended December 31, ($ in millions, except average price data) 2025 2024 2023 Shares repurchased 377,612 60,000 415,176 Average price $ 84.66 $ 77.68 $ 45.30 Aggregate cost $ 32.0 $ 4.7 $ 18.8 The Company's common stock does not have a stated par value. As a result, repurchases of common stock have been reflected, using an average cost method, as a reduction of common stock and retained earnings in the Company's consolidated balance sheets. 13. EARNINGS PER COMMON SHARE Earnings per common share is calculated as follows: Year Ended December 31, ($ and shares in thousands, except per share data) 2025 2024 2023 Numerator: Net income attributable to common shares $ 135,056 $ 138,401 $ 142,897 Effect of interest on potentially dilutive convertible notes, net of tax — — 162 Net income for diluted earnings per common share calculation $ 135,056 $ 138,401 $ 143,059 Denominator: Weighted average common shares outstanding - basic 32,488 32,568 32,278 Weighted average impact of potentially dilutive convertible notes 1,243 644 248 Weighted average impact of potentially dilutive warrants 612 137 — Weighted average impact of potentially dilutive securities 294 350 512 Weighted average common shares outstanding - diluted 34,637 33,699 33,038 Earnings per common share: Basic earnings per common share $ 4.16 $ 4.25 $ 4.43 Diluted earnings per common share $ 3.90 $ 4.11 $ 4.33 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. F-29 Table of Contents 14. LEASES 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. Variable lease payments, principally related to trucks, forklifts, and index-related facility rent escalators, was immaterial for the years ended December 31, 2025, 2024 and 2023. The leases have remaining lease terms of 1 to 14 years. Certain leases include options to renew for an additional term. 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. The components of lease expense were as follows: Year Ended December 31, ($ in thousands) 2025 2024 2023 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 $ — $ — F-30 Table of Contents Other information related to leases was as follows: As of December 31, 2025 2024 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 % 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 Total lease payments $ 238,966 $ 2,378 Less imputed interest ( 35,121 ) ( 328 ) Total $ 203,845 $ 2,050 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. 15. COMMITMENTS AND CONTINGENCIES The Company is subject to proceedings, lawsuits, audits, and other claims arising in the normal course of business. 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. These accruals are adjusted from time to time as developments warrant. Although the ultimate outcome of these matters cannot be ascertained, on the basis of present information, amounts already provided, availability of insurance coverage and legal advice received, it is the opinion of management that the ultimate resolution of these proceedings, lawsuits, and other claims will not have a material adverse effect on the Company’s consolidated balance sheet, results of operations, or cash flows. In August 2019, a group of companies calling itself the Lusher Site Remediation Group (the “Group”) commenced litigation against the Company in Lusher Site Remediation Group v. Sturgis Iron & Metal Co., Inc., et al., Case Number 3:18-cv-00506, pending in the U.S. District Court for the Northern District of Indiana, relating to a site owned by the Company (the "Lusher Street Site"). The Group’s Second Amended Complaint, which was the first to assert claims against Patrick, asserted claims under the federal Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), 42 U.S.C. § 9601 et seq., an Indiana state environmental statute and Indiana common law. One defendant in the case, Sturgis Iron & Metal Co., Inc. (“Sturgis”), subsequently filed two cross claims against Patrick, asserting against the Company a claim for (i) contribution under CERCLA and (ii) contractual indemnity. The Company moved to dismiss the Group’s claims and also moved to dismiss Sturgis’s cross claims. On August 21, 2020, the court granted Patrick’s two motions to dismiss. The Group subsequently moved for reconsideration of the court’s decision. On July 3, 2023, the Court granted the Company’s Joint Motion to Dismiss without prejudice, dismissing all remaining claims against the Company for non-consent decree costs and entered an order on June 3, 2024, denying the plaintiff’s motion to bar contribution claims, thereby ending the case against the Company. F-31 Table of Contents On March 19, 2021, the Company received a General Notice of Potential Liability from the U.S. Environmental Protection Agency (the “EPA”), pursuant to Section 107(a) of CERCLA (the “Notice”). The Notice provides that the EPA has incurred and will likely incur additional costs relative to conducting a Remedial Investigation/Feasibility Study ("RI/FS"), conducting Remedial Design/Remedial Action ("RD/RA"), and other investigation, planning, response, oversight, and enforcement activities related to the Lusher Street Site (the "Superfund Site"). Because the Company was the owner of and former operator within the Lusher Street Site and as such may be a potentially responsible party pursuant to CERCLA, the Company received the Notice and an indication that it may have a responsibility to contribute to the costs of RI/FS, RD/RA or additional mitigation efforts incurred or to be incurred by the EPA. The Company sold certain parcels of real property that the EPA contends are connected to the Superfund Site (the "Divested Properties") in January 2022 for a pretax gain on disposal of $ 5.5 million that is included in Selling, general and administrative expenses in the Company's consolidated statement of income for year ended December 31, 2022. The purchaser agreed to indemnify, defend and hold the Company harmless for all liability and exposure, both private and to all EPA claims, concerning and relating to the Divested Properties. No further proceedings occurred in the years ended December 31, 2025 and 2024. As to the real properties that were not among the Divested Properties but remain the subject of the litigation, the Company does not currently believe that the litigation or the Superfund Site matter are likely to have a material adverse impact on its financial condition, results of operations, or cash flows. However, any litigation is inherently uncertain, the EPA has yet to select a final remedy for the Superfund Site, and any judgment or injunctive relief entered against us or any adverse settlement could materially and adversely impact our business, results of operations, financial condition, and prospects. 16. COMPENSATION PLANS Stock-Based Compensation 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. Equity incentive plan awards, which are granted under the Company's 2009 Omnibus Incentive Plan, are intended to retain and reward key employees for outstanding performance and efforts as they relate to the Company’s short-term and long-term objectives and its strategic plan. As of December 31, 2025, approximately 1.4 million common shares remain available for stock-based compensation grants. 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 $ 4.7 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. That cost is expected to be recognized over a weighted-average period of approximately 21.2 months. Stock Options: 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. F-32 Table of Contents The following table summarizes the Company’s option activity: Years ended December 31, 2025 2024 2023 ($ and shares in thousands, except per share data) Shares Weighted Average Exercise Price Shares Weighted Average Exercise Price Shares Weighted Average Exercise Price 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 Vested Options: Vested during the year — $ — — $ — 207 $ 28.65 Eligible end of year for exercise 28 $ 27.55 28 $ 27.55 171 $ 27.55 Aggregate intrinsic value: Total options outstanding $ 6,748 $ 1,562 $ 6,711 Options exercisable $ 2,275 $ 1,562 $ 6,711 Options exercised $ — $ 8,357 $ 10,888 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 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 % F-33 Table of Contents Stock Appreciation Rights (SARs): 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: Years ended December 31, 2025 2024 2023 ($ and shares in thousands, except per share data) Shares Weighted Average Exercise Price Shares Weighted Average Exercise Price Shares Weighted Average Exercise Price Total SARs: 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 — — Outstanding end of year 285 $ 123.46 — $ — 336 $ 42.89 Vested SARs: Vested during the year — $ — — $ — — $ — Eligible end of year for exercise — $ — — $ — 336 $ 42.89 Aggregate intrinsic value: Total SARs outstanding $ 1,118 $ — $ 8,078 SARs exercisable $ — $ — $ 8,078 SARs exercised $ — $ 10,802 $ — 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. Restricted Stock: The Company’s stock-based awards include restricted stock awards. As of December 31, 2025, there was approximately $ 21.0 million of total unrecognized compensation expense related to restricted stock, which is expected to be recognized over a weighted-average remaining life of approximately 17.4 months. Restricted stock awards possess voting rights, are included in the calculation of actual shares outstanding, and include both performance and time-based contingencies. 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 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. F-34 Table of Contents A summary of restricted stock activity, including grants, vesting and forfeitures, is provided below: Year Ended December 31, 2025 2024 2023 (shares in thousands) Shares Weighted-Average Grant Date Stock Price Shares Weighted-Average Grant Date Stock Price Shares Weighted-Average Grant Date Stock Price Unvested beginning of year 989 $ 51.94 1,020 $ 45.65 1,138 $ 42.92 Granted during the year 243 94.90 413 64.38 497 43.04 Vested during the year ( 321 ) 48.45 ( 423 ) 48.26 ( 492 ) 37.76 Forfeited during the year ( 97 ) 27.68 ( 21 ) 49.53 ( 123 ) 45.21 Unvested end of year 814 $ 65.90 989 $ 51.94 1,020 $ 45.65 Aggregate fair values of restricted stock vested for the years ended December 31, 2025, 2024 and 2023 were $ 15.5 million, $ 20.4 million, and $ 18.6 million, respectively. 17. SEGMENT INFORMATION The Company has two reportable segments, Manufacturing and Distribution, which are defined based on the way in which internally reported information is regularly reviewed and evaluated by the Company’s chief operating decision maker (the "CODM"), who is our Chairman and Chief Executive Officer, to allocate resources, evaluate financial results and make decisions. The Company does not measure profitability at the end market (RV, marine, powersports, MH and industrial) level. Manufacturing – This segment includes the following products: 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; 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; interior passage doors and baggage doors; wiring and wire harnesses; CNC molds and composite parts; aluminum and plastic fuel tanks; slotwall panels and components; RV painting; thermoformed shower surrounds; fiberglass and plastic components including front and rear caps and marine helms; polymer-based and other flooring; Marine hardware and accessories; air handling products; treated, untreated and laminated plywood; RV and marine furniture; adhesives and sealants; 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; windshield and wiper systems; roofs/canopies; integrated door systems; fender flares and rear panels; composite panels; and other products. Distribution – The Company distributes pre-finished wall and ceiling panels; drywall and drywall finishing products; interior and exterior lighting products; wiring, electrical and plumbing products; transportation and logistics services; electronics and audio systems components; cement siding; raw and processed lumber; fiber reinforced polyester (“FRP”) products; interior passage doors; roofing products; laminate and ceramic flooring; shower doors; fireplaces and surrounds; appliances; tile; Marine hardware and accessories; RV awnings, windows, fiberglass siding and roofing; Marine windshields; 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. On at least a quarterly basis, the CODM considers actual to budget variances as well as actual to prior year actual performance for both profit measures when making decisions about the allocation of operating and capital resources to each segment. The CODM also uses segment gross profit and segment operating income to assess the performance of each segment by comparing the results of each segment with one another. F-35 Table of Contents The accounting policies of the segments are the same as those described in Note 1 "Basis of Presentation and Significant Accounting Policies". Segment net sales data includes inter-segment sales. 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. Assets are identified to the segments except for cash, prepaid expenses, land and buildings, and certain deferred assets, which are identified with corporate. Corporate charges rent to the segments for use of the land and buildings based upon estimated market rates. The following tables summarize key financial information by segment: Year Ended December 31, 2025 ($ in thousands) Manufacturing Distribution Total Total net sales $ 2,958,970 $ 1,014,320 $ 3,973,290 Cost of goods sold 2,302,770 762,889 3,065,659 Gross profit $ 656,200 $ 251,431 $ 907,631 Operating expenses 298,164 148,426 446,590 Operating income $ 358,036 $ 103,005 $ 461,041 Reconciliation of reportable segment operating income to consolidated income before income tax: Selling, general and administrative 96,706 Amortization of intangible assets 96,956 Interest expense, net 74,507 Other expenses 24,420 Elimination of inter-segment profits ( 8,610 ) Consolidated income before income taxes $ 177,062 Total assets $ 2,476,411 $ 493,308 $ 2,969,719 Capital expenditures $ 71,042 $ 970 $ 72,012 Depreciation and amortization $ 145,108 $ 18,183 $ 163,291 F-36 Table of Contents Year Ended December 31, 2024 ($ in thousands) Manufacturing Distribution Total Total net sales $ 2,756,547 $ 980,127 $ 3,736,674 Cost of goods sold 2,143,995 755,272 2,899,267 Gross Profit $ 612,552 $ 224,855 $ 837,407 Operating expenses 271,591 120,140 391,731 Operating income $ 340,961 $ 104,715 $ 445,676 Reconciliation of reportable segment operating income to consolidated income before income tax: Selling, general and administrative 92,902 Amortization of intangible assets 96,235 Interest expense, net 79,470 Elimination of inter-segment profits 1,501 Other ( 3,002 ) Consolidated income before income taxes $ 178,570 Total assets $ 2,402,533 $ 524,827 $ 2,927,360 Capital expenditures $ 62,342 $ 10,808 $ 73,150 Depreciation and amortization $ 143,844 $ 15,728 $ 159,572 Year Ended December 31, 2023 ($ in thousands) Manufacturing Distribution Total Total net sales $ 2,653,257 $ 889,408 $ 3,542,665 Cost of goods sold 2,075,973 693,902 2,769,875 Gross Profit $ 577,284 $ 195,506 $ 772,790 Operating expenses 256,188 105,411 361,599 Operating income $ 321,096 $ 90,095 $ 411,191 Reconciliation of reportable segment operating income to consolidated income before income tax: Selling, general and administrative 82,674 Amortization of intangible assets 78,616 Interest expense, net 68,942 Elimination of inter-segment profits ( 10,299 ) Consolidated income before income taxes $ 191,258 Total assets $ 2,071,500 $ 426,931 $ 2,498,431 Capital expenditures $ 50,771 $ 8,094 $ 58,865 Depreciation and amortization $ 126,431 $ 12,710 $ 139,141 F-37 Table of Contents 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, ($ in thousands) 2025 2024 2023 Net sales: Total sales for reportable segments $ 3,973,290 $ 3,736,674 $ 3,542,665 Elimination of intersegment sales (1) ( 22,517 ) ( 20,991 ) ( 74,620 ) Consolidated net sales $ 3,950,773 $ 3,715,683 $ 3,468,045 Depreciation and amortization: Depreciation and amortization for reportable segments $ 163,291 $ 159,572 $ 139,141 Corporate depreciation and amortization 6,921 6,973 5,402 Consolidated depreciation and amortization $ 170,212 $ 166,545 $ 144,543 Capital expenditures: Capital expenditures for reportable segments $ 72,012 $ 73,150 $ 58,865 Corporate capital expenditures 10,909 2,532 3,183 Consolidated capital expenditures $ 82,921 $ 75,682 $ 62,048 ($ in thousands) As of December 31, Total assets: 2025 2024 Identifiable assets for reportable segments $ 2,969,719 $ 2,927,360 Corporate assets unallocated to segments 80,023 60,033 Cash and cash equivalents 26,432 33,561 Consolidated total assets $ 3,076,174 $ 3,020,954 (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. F-38