What changed in this filing

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Item 1. Financial Statements

2026-05-07 compared with 2025-11-06 · 152 added, 262 removed, 436 unchanged (49% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

Third Quarter Ended Nine Months Ended

($ and shares in thousands, except per share data) September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Three Months Ended

($ and shares in thousands, except per share data) March 29, 2026 March 30, 2025

Net sales $ 997,172 $ 1,003,420

8 unchanged sentences

Interest expense, net 18,388 19,112

Other expenses — — 24,420 —

Income before income taxes 46,334 46,457

2 unchanged sentences

Basic earnings per common share $ 1.21 $ 1.17

$ 1.09 $ 1.25 $ 3.26 $ 3.80

Diluted earnings per common share $ 1.10 $ 1.11

$ 1.01 $ 1.20 $ 3.08 $ 3.70

Weighted average shares outstanding – Basic 32,494 32,671

32,381 32,610 32,523 32,559

Weighted average shares outstanding – Diluted 36,047 34,416

35,081 33,961 34,440 33,445

(1) The prior year periods reflect the impact of the three-for-two stock split paid in December 2024.

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

See accompanying Notes to Condensed Consolidated Financial Statements.

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

Third Quarter Ended Nine Months Ended

($ in thousands) September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Three Months Ended

($ in thousands) March 29, 2026 March 30, 2025

Net income $ 39,480 $ 38,238

Other comprehensive (loss) income, net of tax:

Foreign currency translation (loss) gain ( 4 ) 43 ( 6 ) 14

Total other comprehensive (loss) income ( 4 ) 43 ( 6 ) 14

Other comprehensive income, net of tax:

Foreign currency translation gain 11 4

Total other comprehensive income 51 4

Comprehensive income $ 39,531 $ 38,242

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

($ in thousands) September 28, 2025 December 31, 2024

($ in thousands) March 29, 2026 December 31, 2025

Current Assets:

16 unchanged sentences

Accrued liabilities 92,463 94,412

Other current liabilities 430 424

Total current liabilities 374,020 348,490

6 unchanged sentences

Preferred shares, no par value per share, 1,000,000 shares authorized, none issued and outstanding

Common stock, no par value per share, 60,000,000 shares authorized, 33,276,895 and 33,567,048 issued and outstanding as of September 28, 2025 and December 31, 2024, respectively

Common stock, no par value per share, 60,000,000 shares authorized, 33,091,193 and 33,224,772 issued and outstanding as of March 29, 2026 and December 31, 2025, respectively

202,231 208,210

6 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

Nine Months Ended

($ in thousands) September 28, 2025 September 29, 2024

Three Months Ended

($ in thousands) March 29, 2026 March 30, 2025

Cash flows from operating activities

5 unchanged sentences

Amortization of deferred debt financing costs 823 794

Loss (gain) on sale of property, plant and equipment 2,065 ( 402 )

(Gain) loss on sale of property, plant and equipment ( 155 ) 2,042

Other 211 ( 1,604 )

4 unchanged sentences

Accounts payable, accrued liabilities and other 21,322 47,519

Net cash provided by operating activities 198,571 224,190

Net cash (used in) provided by operating activities ( 14,008 ) 40,077

Cash flows from investing activities

5 unchanged sentences

Cash flows from financing activities

Term debt repayments ( 3,125 ) ( 3,750 )

Borrowings on revolver 292,821 263,434

4 unchanged sentences

Payment of contingent consideration from business acquisitions ( 1,750 ) ( 16 )

Proceeds from exercise of common stock options — 21

Other financing activities ( 105 ) ( 9 )

Net cash (used in) provided by financing activities ( 74,539 ) 302,408

Net (decrease) increase in cash and cash equivalents ( 12,863 ) 41,197

Net cash provided by financing activities 50,984 79,009

Net increase in cash and cash equivalents 11,040 53,000

Cash and cash equivalents at beginning of year 26,432 33,561

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited)

Third Quarter Ended September 28, 2025

($ in thousands) Common

Stock Accumulated Other

Comprehensive Loss Retained

Earnings Total

Balance at June 29, 2025 $ 202,765 $ ( 928 ) $ 941,272 $ 1,143,109

Net income — — 35,303 35,303

Dividends declared — — ( 13,461 ) ( 13,461 )

Other comprehensive loss, net of tax — ( 4 ) — ( 4 )

Repurchase of shares for tax payments related to the vesting and exercising of share-based grants ( 308 ) — — ( 308 )

Stock-based compensation expense 3,867 — — 3,867

Balance at September 28, 2025 $ 206,324 $ ( 932 ) $ 963,114 $ 1,168,506

Third Quarter Ended September 29, 2024

($ in thousands) Common

Stock Accumulated Other

Comprehensive Loss Retained

Earnings Total

Balance at June 30, 2024 $ 198,138 $ ( 1,028 ) $ 901,394 $ 1,098,504

Net income — — 40,866 40,866

Dividends declared — — ( 12,324 ) ( 12,324 )

Other comprehensive income, net of tax — 43 — 43

Repurchase of shares for tax payments related to the vesting and exercising of share-based grants ( 2,233 ) — — ( 2,233 )

Stock-based compensation expense 4,625 — — 4,625

Balance at September 29, 2024 $ 200,530 $ ( 985 ) $ 929,936 $ 1,129,481

See accompanying Notes to Condensed Consolidated Financial Statements.

PATRICK INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited) (Continued)

Nine Months Ended September 28, 2025

Three Months Ended March 29, 2026

($ in thousands) Common

9 unchanged sentences

Stock-based compensation expense 5,978 — — 5,978

Balance at September 28, 2025 $ 206,324 $ ( 932 ) $ 963,114 $ 1,168,506

Nine Months Ended September 29, 2024

Balance at March 29, 2026 $ 202,231 $ ( 825 ) $ 986,964 $ 1,188,370

Three Months Ended March 30, 2025

($ in thousands) Common

6 unchanged sentences

Other comprehensive income, net of tax — 4 — 4

Stock repurchases under buyback program ( 601 ) — ( 7,910 ) ( 8,511 )

Repurchase of shares for tax payments related to the vesting and exercising of share-based grants ( 8,593 ) — — ( 8,593 )

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

Stock-based compensation expense 5,249 — — 5,249

Balance at September 29, 2024 $ 200,530 $ ( 985 ) $ 929,936 $ 1,129,481

Balance at March 30, 2025 $ 198,408 $ ( 922 ) $ 943,782 $ 1,141,268

See accompanying Notes to Condensed Consolidated Financial Statements.

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The accompanying unaudited condensed consolidated financial statements of Patrick Industries, Inc.

(“Patrick”, the “Company”, "we", "our") contain all adjustments (consisting of normal recurring adjustments) that we believe are necessary to present fairly the Company’s financial position as of September 28, 2025 and December 31, 2024, its results of operations for the third quarter and nine months ended September 28, 2025 and September 29, 2024, and its cash flows for the nine months ended September 28, 2025 and September 29, 2024.

(“Patrick”, the “Company”, "we", "our") contain all adjustments (consisting of normal recurring adjustments) that we believe are necessary to present fairly the Company’s financial position as of March 29, 2026 and December 31, 2025, its results of operations for the three months ended March 29, 2026 and March 30, 2025, and its cash flows for the three months ended March 29, 2026 and March 30, 2025.

Patrick's unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S.

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The second and third quarters are thirteen weeks in duration and the fourth quarter is the remainder of the year.

The third quarter of fiscal year 2025 ended on September 28, 2025, and the third quarter of fiscal year 2024 ended on September 29, 2024.

The first quarter of fiscal year 2026 ended on March 29, 2026, and the first quarter of fiscal year 2025 ended on March 30, 2025.

Earnings Per Common Share

3 unchanged sentences

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

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

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

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

Cash paid in lieu of fractional shares was immaterial.

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

See Note 7 "Earnings Per Common Share" for the calculation of both basic and diluted earnings per common share.

Summary of Significant Accounting Policies

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Major Customer Concentration

The Company had two major customers that accounted for the following consolidated net sales for the third quarter and nine months ended September 28, 2025 and September 29, 2024:

Third Quarter Ended Nine Months Ended

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

The Company had two major customers that accounted for the following consolidated net sales for the three months ended March 29, 2026 and March 30, 2025:

Three Months Ended

March 29, 2026 March 30, 2025

Percentage of total net sales:

14 % 14 % 15 % 14 %

13 % 14 % 15 % 15 %

The Company had two major customers that accounted for the following trade receivables as of September 28, 2025 and December 31, 2024:

September 28, 2025 December 31, 2024

Customer 1 15 % 16 %

Customer 2 14 % 16 %

The Company had one major customer that accounted for the following trade receivables as of March 29, 2026 and December 31, 2025:

March 29, 2026 December 31, 2025

Percentage of trade receivables, net:

Customer 1 10 % 8 %

Other expenses

During the nine months ended September 28, 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 condensed consolidated statements of income.

New Accounting Standards

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Recently Issued Accounting Pronouncements

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-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.

Adoption of New Accounting Standards

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

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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.

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.

The Company adopted this ASU in the first quarter of 2026.

The adoption of this ASU did not have a material impact on the Company's condensed consolidated financial statements.

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

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Early adoption is permitted.

The Company adopted this ASU in the first quarter of 2026.

The adoption of this guidance will be applied to applicable convertible debt settlements occurring in future periods.

The Company cannot currently determine the impact of adopting this ASU, as it will depend on the specific facts of future convertible debt settlements.

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" .

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.

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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.

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

Improvements to Income Tax Disclosures" .

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

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

They must also further disaggregate income taxes paid.

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

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

however, adoption will impact only the notes to our 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".

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:

Third Quarter Ended September 28, 2025

($ in thousands) Manufacturing Distribution Total

Recreational Vehicle $ 292,557 $ 132,984 $ 425,541

Marine 141,134 9,349 150,483

Powersports 93,964 3,854 97,818

Manufactured Housing 73,115 101,553 174,668

Industrial 117,831 9,290 127,121

Total $ 718,601 $ 257,030 $ 975,631

Third Quarter Ended September 29, 2024

($ in thousands) Manufacturing Distribution Total

Recreational Vehicle $ 275,020 $ 121,476 $ 396,496

Marine 126,066 9,925 135,991

Powersports 84,487 2,903 87,390

Manufactured Housing 76,634 100,780 177,414

Industrial 113,319 8,834 122,153

Total $ 675,526 $ 243,918 $ 919,444

Nine Months Ended September 28, 2025

Three Months Ended March 29, 2026

($ in thousands) Manufacturing Distribution Total

5 unchanged sentences

Total $ 776,032 $ 221,140 $ 997,172

Nine Months Ended September 29, 2024

Three Months Ended March 30, 2025

($ in thousands) Manufacturing Distribution Total

8 unchanged sentences

Inventories consisted of the following:

($ in thousands) September 28, 2025 December 31, 2024

($ in thousands) March 29, 2026 December 31, 2025

Raw materials $ 335,116 $ 315,508

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GOODWILL AND INTANGIBLE ASSETS

Changes in the carrying amount of goodwill for the nine months ended September 28, 2025 by segment are as follows:

Changes in the carrying amount of goodwill for the three months ended March 29, 2026 by segment are as follows:

($ in thousands) Manufacturing Distribution Total

2 unchanged sentences

Adjustments to preliminary purchase price allocations ( 3,440 ) — ( 3,440 )

Balance at September 28, 2025

Balance at March 29, 2026

$ 718,897 $ 120,819 $ 839,716

Intangible assets, net consisted of the following as of September 28, 2025 and December 31, 2024:

($ in thousands) September 28, 2025 December 31, 2024

Intangible assets, net consisted of the following as of March 29, 2026 and December 31, 2025:

($ in thousands) March 29, 2026 December 31, 2025

Customer relationships $ 952,425 $ 949,448

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Intangible assets, net $ 721,532 $ 742,561

Changes in the carrying value of intangible assets for the nine months ended September 28, 2025 by segment are as follows:

Changes in the carrying value of intangible assets by segment are as follows:

($ in thousands) Manufacturing Distribution Total

2 unchanged sentences

Amortization ( 20,258 ) ( 3,752 ) ( 24,010 )

Adjustments to preliminary purchase price allocations 357 1,238 1,595

Balance at September 28, 2025

Balance at March 29, 2026

$ 604,360 $ 117,172 $ 721,532

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

The Company completed one acquisition in the third quarter of 2025 and three acquisitions in the first nine months of 2025 (the "2025 Acquisitions").

The Company completed two acquisitions during the three months ended March 29, 2026 (the "2026 Acquisitions").

Acquisition-related costs associated with the 2026 Acquisitions were immaterial .

For the third quarter and nine months ended September 28, 2025, net sales included in the Company's condensed consolidated statements of income related to the 2025 Acquisitions were $ 11.0 million and $ 24.2 million, respectively, and operating income was $ 0.1 million and operating losses were $ 0.3 million, respectively.

For the three months ended March 29, 2026, net sales and operating income included in the Company's condensed consolidated statements of income related to the 2026 Acquisitions were immaterial.

Assets acquired and liabilities assumed in the acquisitions were recorded on the Company's condensed 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.

The Company completed one acquisition in the third quarter of 2024 and seven acquisitions in the first nine months of 2024.

Acquisition-related costs associated with the acquisitions completed in the first nine months of 2024 were approximately $ 5.0 million.

For the third quarter and nine months ended September 29, 2024, net sales included in the Company's condensed consolidated statements of income related to the acquisitions completed in the first nine months of 2024 were $ 78.6 million and $ 216.4 million, respectively, and operating income was $ 12.3 million and $ 38.9 million, respectively.

The Company completed two acquisitions during the three months ended March 30, 2025.

Acquisition-related costs associated with such acquisitions were immaterial .

For the three months ended March 30, 2025, net sales included in the Company's condensed consolidated statements of income related to the acquisitions completed in the three months ended March 30, 2025 were $ 4.3 million and operating losses were $ 0.1 million.

In connection with certain acquisitions, the Company is required to pay additional cash consideration 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.

Changes in the contingent consideration liability for the third quarter and nine months ended September 28, 2025 and September 29, 2024 are as follows:

Third Quarter Ended

Nine Months Ended

($ in thousands) September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Changes in the contingent consideration liability are as follows:

Three Months Ended

($ in thousands) March 29, 2026 March 30, 2025

Fair value at beginning of period $ 2,445 $ 3,608

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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:

($ in thousands) September 28, 2025 December 31, 2024

($ in thousands) March 29, 2026 December 31, 2025

Accrued liabilities $ 1,177 $ 1,383

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2026 Acquisitions

The Company completed three acquisitions in the first nine months ended September 28, 2025.

Total cash consideration for the 2025 Acquisitions was approximately $ 66.0 million, plus a working capital holdback and contingent consideration over a two-year period based on future performance in connection with two acquisitions.

The Company completed two acquisitions during the three months ended March 29, 2026.

Total cash consideration for the 2026 Acquisitions was approximately $ 7.0 million, plus a working capital holdback in connection with both 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 in the third quarter and nine months ended September 28, 2025 related to the 2025 Acquisitions were immaterial.

2025 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.

Inclusive of five acquisitions not discussed above, total cash consideration for the 2024 Acquisitions was approximately $ 416.1 million, plus 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 in the third quarter and nine months ended September 28, 2025 related to the 2024 Acquisitions were immaterial.

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

Total cash consideration for the 2025 Acquisitions was approximately $ 117.7 million, plus a working capital holdbacks and contingent consideration over a less than two-year period based on future performance in connection with certain acquisitions.

Purchase price allocations and all valuation activities in connection with two of the 2025 Acquisitions have been finalized.

Changes to preliminary purchase accounting estimates recorded for the three months ended March 29, 2026 related to the 2025 Acquisitions were immaterial.

The following table summarizes the fair values of the assets acquired and the liabilities assumed as of the date of each of the 2026 Acquisitions and 2025 Acquisitions:

Acquisitions 2024

($ in thousands) Total Sportech All Others Total

($ in thousands) 2026

Consideration:

2 unchanged sentences

Contingent consideration (1)

1,202 — 2,030 2,030

Total consideration $ 7,052 $ 121,466

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Operating lease obligations ( 19 ) ( 755 )

Deferred tax liabilities — ( 21,288 ) — ( 21,288 )

Total fair value of net assets acquired 3,997 83,230

16,696 118,075 43,048 161,123

Total purchase price allocation $ 7,052 $ 121,466

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

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

(2) Goodwill is tax-deductible for the 2026 Acquisitions and 2025 Acquisitions .

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

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Pro Forma Information (Unaudited)

The following pro forma information for the third quarter and nine months ended September 28, 2025 and September 29, 2024 assumes the 2025 Acquisitions and 2024 Acquisitions occurred as of the beginning of the year immediately preceding each such acquisition.

The following pro forma information for the three months ended March 29, 2026 and March 30, 2025 assumes the 2026 Acquisitions and 2025 Acquisitions occurred as of the beginning of the year immediately preceding each such acquisition.

The pro forma information contains the actual operating results of the 2026 Acquisitions and 2025 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 incremental borrowings incurred in connection with each transaction.

In addition, the pro forma information includes incremental amortization expense, in the aggregate, related to intangible assets acquired in connection with the transactions of $ 0.1 million and $ 0.6 million for the third quarter and nine months ended September 28, 2025, respectively, and $ 0.6 million and $ 3.2 million for the third quarter and nine months ended September 29, 2024, respectively.

Third Quarter Ended

Nine Months Ended

($ in thousands, except per share data) September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

In addition, the pro forma information includes incremental amortization expense, in the aggregate, related to intangible assets acquired in connection with the transactions of $ 0.1 million and $ 0.6 million for the three months ended March 29, 2026 and March 30, 2025, respectively.

Three Months Ended

($ in thousands, except per share data) March 29, 2026 March 30, 2025

Revenue $ 999,471 $ 1,022,413

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STOCK-BASED COMPENSATION

The Company recorded stock-based compensation expense, net of forfeitures, of approximately $ 3.9 million and $ 15.2 million in the third quarter and nine months ended September 28, 2025, respectively, and $ 4.7 million and $ 14.4 million in the third quarter and nine months ended September 29, 2024, respectively.

The Board approved various share grants under the Company’s 2009 Omnibus Incentive Plan in the nine months ended September 28, 2025 totaling 243,035 shares in the aggregate at an average fair value of $ 94.90 per share at grant date for a total fair value at grant date of $ 23.1 million.

The Company recorded stock-based compensation expense, net of forfeitures, of $ 6.0 million and $ 5.2 million for the three months ended March 29, 2026 and March 30, 2025, respectively.

The Board approved various share grants under the Company’s 2009 Omnibus Incentive Plan for the three months ended March 29, 2026 totaling 168,891 shares in the aggregate at an average fair value of $ 129.93 per share at grant date for a total fair value at grant date of $ 21.9 million.

Stock Appreciation Rights ("SARs"):

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

As of September 28, 2025, the total remaining cost to be expensed over the four-year vesting period will be $ 5.3 million which will be expensed ratably over the four-year vesting period.

As of March 29, 2026, the total remaining unrecognized cost was $ 3.8 million which will be expensed ratably over the four-year vesting period.

Stock Options:

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

September 28, 2025, the total remaining cost will be $ 7.5 million which will be expensed ratably over the four-year vesting period.

As of March 29, 2026, the total remaining unrecognized cost was $ 5.4 million which will be expensed ratably over the four-year vesting period.

The Company estimates the fair value of the stock options and SARs awards 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:

The following are the assumptions that were used in calculating the fair value of stock options and SARs granted during the three months ended March 30, 2025:

Expected term 9 years

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EARNINGS PER COMMON SHARE

Earnings per common share calculated for the third quarter and first nine months of 2025 and 2024 is as follows:

($ and shares in thousands, except per share data) Third Quarter Ended

Nine Months Ended

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Earnings per common share are as follows:

($ and shares in thousands, except per share data) Three Months Ended

March 29, 2026 March 30, 2025

Net income attributable to common shares $ 39,480 $ 38,238

7 unchanged sentences

Diluted earnings per common share $ 1.10 $ 1.11

(1) The prior year periods reflect the impact of the three-for-two stock split paid in December 2024.

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

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

A summary of total debt outstanding at September 28, 2025 and December 31, 2024 is as follows:

($ in thousands) September 28, 2025 December 31, 2024

A summary of total debt outstanding is as follows:

($ in thousands) March 29, 2026 December 31, 2025

Long-term debt:

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Total long-term debt, less current maturities, net $ 1,378,433 $ 1,282,821

As of September 28, 2025, the Company maintained a senior secured credit facility comprised of a $ 875 million revolving credit facility (the "Revolver due 2029") and a $ 125 million term loan (the "Term Loan due 2029") and together with the Revolver due 2029, (the "2024 Credit Facility").

The interest rate for incremental borrowings under the Revolver due 2029 as of September 28, 2025 was the Secured Overnight Financing Rate (“SOFR”) plus 1.75 % (or 5.91 %) for the SOFR-based option.

The fee payable on committed but unused portions of the Revolver due 2029 was 0.225 % as of September 28, 2025.

Total cash interest paid was $ 4.0 million and $ 38.6 million for the third quarter and nine months ended September 28, 2025, respectively, and $ 4.7 million and $ 44.9 million for the third quarter and nine months ended September 29, 2024, respectively.

As of March 29, 2026, the Company maintained a senior secured credit facility comprised of a $ 875 million revolving credit facility (the "Revolver due 2029") and a $ 125 million term loan (the "Term Loan due 2029") and together with the Revolver due 2029, (the "2024 Credit Facility").

The interest rate for incremental borrowings under the Revolver due 2029 as of March 29, 2026 was the Secured Overnight Financing Rate (“SOFR”) plus 1.75 % (or 5.42 %) for the SOFR-based option.

The fee payable on committed but unused portions of the Revolver due 2029 was 0.225 % as of March 29, 2026.

Total cash interest paid was $ 1.8 million and $ 1.7 million for the three months ended March 29, 2026 and March 30, 2025, respectively.

Conditional Conversion Feature of the 1.75 % Convertible Senior Notes due 2028

As of September 28, 2025, the conditional conversion feature of the 1.75 % Convertible Senior Notes due 2028 (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 October 1, 2025 to December 31, 2025.

As of March 29, 2026, the conditional conversion feature of the 1.75 % Convertible Senior Notes due 2028 (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 April 1, 2026 to June 30, 2026.

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

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

The 1.75 % Convertible Notes converted during the period from January 1, 2025 to September 30, 2025 were immaterial.

There were no conversions of the 1.75 % Convertible Notes during the period from January 1, 2026 to March 31, 2026.

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.

FAIR VALUE MEASUREMENTS

The following table presents fair values of certain assets and liabilities as of September 28, 2025 and December 31, 2024:

September 28, 2025 December 31, 2024

The following table presents fair values of certain assets and liabilities as of March 29, 2026 and December 31, 2025:

March 29, 2026 December 31, 2025

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

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$ — $ — $ 1.8 $ — $ — $ 2.4

(1) The amounts of these notes listed above are the fair values for disclosure purposes only, and they are recorded in the Company's condensed consolidated balance sheets as of September 28, 2025 and December 31, 2024 at carrying value.

(2) The carrying amounts of our term loan and revolving credit facility approximate fair value as of September 28, 2025 and December 31, 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.

(1) The amounts of these notes listed above are the fair values for disclosure purposes only, and they are recorded in the Company's condensed consolidated balance sheets as of March 29, 2026 and December 31, 2025 at carrying value.

(2) The carrying amounts of our term loan and revolving credit facility approximate fair value as of March 29, 2026 and December 31, 2025 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 5 "Acquisitions".

The effective tax rate in the third quarter of 2025 and 2024 was 26.2 % and 24.8 %, respectively, and the effective tax rate for the comparable nine month periods was 23.1 % and 21.6 %, respectively.

The first nine months of 2025 and 2024 tax rates include the impact of the recognition of excess tax benefits on share-based compensation that was recorded as a reduction to income tax expense in the amount of $ 3.4 million and $ 6.7 million, respectively.

Cash paid for income taxes, net of refunds, was $ 1.1 million and $ 23.4 million in the third quarter and first nine months of 2025, respectively, and $ 18.2 million and $ 37.4 million in the third quarter and first nine months of 2024, respectively.

The effective tax rate was 14.8 % and 17.7 % for the three months ended March 29, 2026 and March 30, 2025, respectively.

For the three months ended March 29, 2026 and March 30, 2025, effective tax rates include the impact of the recognition of excess tax benefits on share-based compensation that was recorded as a reduction to income tax expense in the amount of $ 5.1 million and $ 3.2 million, respectively.

Cash paid for income taxes, net of refunds, was $ 0.9 million and $ 7.4 million for the three months ended March 29, 2026 and March 30, 2025, respectively.

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

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Manufacturing – This segment includes the following products:

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

cabinet doors;

fiberglass bath fixtures and tile systems;

hardwood furniture;

vinyl printing;

RV and marine furniture;

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

decorative vinyl and paper laminated panels;

solid surface, granite, and quartz countertop fabrication;

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

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

solid surface, granite and quartz countertops;

fabricated aluminum products;

fiberglass and plastic components;

hardwood profile mouldings;

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

slide-out trim and fascia;

cabinet products, doors, components and custom cabinetry;

tooling for fiberglass boat manufacturers;

fiberglass bath fixtures and tile systems;

specialty bath and closet building products;

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

softwoods lumber;

custom cabinetry;

interior passage doors and baggage doors;

wiring and wire harnesses;

CNC molds and composite parts;

aluminum and plastic fuel tanks;

slotwall panels and components;

thermoformed shower surrounds;

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

polymer-based and other flooring;

electrical systems

components including instrument and dash panels;

wrapped vinyl, paper and hardwood profile mouldings;

interior passage doors;

Marine hardware and accessories;

air handling products;

slide-out trim and fascia;

thermoformed shower surrounds;

specialty bath and closet building products;

fiberglass and plastic helm systems and components products;

treated, untreated and laminated plywood;

wiring and wire harnesses;

RV and marine furniture;

adhesives and sealants;

boat towers, tops, trailers and frames;

marine hardware and accessories;

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

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

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

aluminum and plastic fuel tanks;

CNC molds and composite parts;

windshield and wiper systems;

roofs/canopies;

wiper systems;

integrated door systems;

windshield systems;

slotwall panels and components;

fender flares and rear panels;

composite panels;

and other products.

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drywall and drywall finishing products;

electronics and audio systems components;

marine accessories and components;

interior and exterior lighting products;

wiring, electrical and plumbing products;

fiber reinforced polyester products;

transportation and logistics services;

electronics and audio systems components;

cement siding;

raw and processed lumber;

fiber reinforced polyester (“FRP”) products;

interior passage doors;

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fireplaces and surrounds;

interior and exterior lighting products;

Marine hardware and accessories;

RV awnings, windows, fiberglass siding and roofing;

Marine windshields;

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

RV air conditioning units and furniture;

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

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

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The following tables summarize key financial information by segment:

Third Quarter Ended September 28, 2025

($ in thousands) Manufacturing Distribution Total

Total net sales $ 722,826 $ 259,037 $ 981,863

Cost of goods sold 564,041 199,270 763,311

Gross profit $ 158,785 $ 59,767 $ 218,552

Operating expenses 74,380 36,584 110,964

Operating income $ 84,405 $ 23,183 $ 107,588

Reconciliation of reportable segment operating income to consolidated income before income tax:

Selling, general and administrative 20,460

Amortization of intangible assets 24,108

Interest expense, net 18,451

Elimination of inter-segment profits ( 3,273 )

Consolidated income before income taxes $ 47,842

Capital expenditures $ 19,440 $ 227 $ 19,667

Depreciation and amortization $ 35,792 $ 4,531 $ 40,323

Third Quarter Ended September 29, 2024

($ in thousands) Manufacturing

Total net sales

$ 685,296 $ 239,135 $ 924,431

Cost of goods sold

531,503 185,905 717,408

$ 153,793 $ 53,230 $ 207,023

Operating expenses

67,364 29,830 97,194

Operating income

$ 86,429 $ 23,400 $ 109,829

Reconciliation of reportable segment operating income to consolidated income before income tax:

Selling, general and administrative

Amortization of intangible assets

Interest expense, net

Elimination of inter-segment profits

Consolidated income before income taxes

Capital expenditures $ 13,477 $ 2,520 $ 15,997

Depreciation and amortization

$ 36,316 $ 4,017 $ 40,333

Nine Months Ended September 28, 2025

Three Months Ended March 29, 2026

($ in thousands) Manufacturing Distribution Total

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Interest expense, net 18,388

Elimination of inter-segment profits ( 1,762 )

Other expense 24,420

Inter-segment eliminations ( 763 )

Consolidated income before income taxes $ 46,334

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Depreciation and amortization $ 36,289 $ 4,598 $ 40,887

Nine Months Ended September 29, 2024

Three Months Ended March 30, 2025

($ in thousands) Manufacturing Distribution Total

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Interest expense, net 19,112

Elimination of inter-segment profits ( 914 )

Inter-segment eliminations 1,512

Consolidated income before income taxes $ 46,457

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Depreciation and amortization $ 36,503 $ 4,572 $ 41,075

A reconciliation of certain line items pertaining to the total reportable segments to the condensed consolidated financial statements in the third quarter and first nine months ended September 28, 2025 and September 29, 2024, and as of September 28, 2025 and December 31, 2024 is as follows:

Third Quarter Ended

Nine Months Ended

($ in thousands) September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

A reconciliation of certain line items pertaining to the total reportable segments to the condensed consolidated financial statements for the three months ended March 29, 2026 and March 30, 2025, and as of March 29, 2026 and December 31, 2025 is as follows:

Three Months Ended

($ in thousands) March 29, 2026 March 30, 2025

Total sales for reportable segments $ 1,002,571 $ 1,008,573

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Consolidated capital expenditures $ 18,926 $ 20,171

($ in thousands) September 28, 2025 December 31, 2024

($ in thousands) March 29, 2026 December 31, 2025

Total assets:

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In November 2024, 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 September 28, 2025, Patrick had approximately $ 168.0 million remaining in the amount of the Company's common stock that may be acquired under the current stock repurchase program.

As of March 29, 2026, Patrick had approximately $ 153.3 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 plan, the Company made repurchases of common stock as follows for the respective periods:

Third Quarter Ended

Nine Months Ended

($ in millions, except average price data) September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Three Months Ended

($ in millions, except average price data) March 29, 2026 March 30, 2025

Shares repurchased 127,678 99,763

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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.

RELATED PARTY TRANSACTIONS

On March 26, 2026, the Company acquired substantially all of the assets of Revel, LLC, d/b/a Red Rock Aluminum Products ("Revel") and Red Rock, LLC ("Red Rock") for total cash consideration of $ 7 million.

Both companies serve the RV end market.

Todd Cleveland, a member of the Company's Board of Directors, indirectly holds a majority interest in each of Revel and Red Rock;

accordingly, the transaction is considered a related party transaction.

The purchase price is expected to be allocated primarily to working capital, identifiable intangible assets and goodwill.

See Note 5 "Acquisitions" for further details.

Cleveland recused himself from all Board deliberations and approval of the transaction.

The Audit Committee, composed solely of independent directors, reviewed and approved the transaction in accordance with the Company's procedures for evaluating related party transactions.

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

What changed 10-Q

Item 1. Financial Statements