What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-06 compared with 2026-05-07 · 192 added, 99 removed, 489 unchanged (37% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

Three Months Ended

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

Three Months Ended Six Months Ended

($ and shares in thousands, except per share data) June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025

Net sales $ 1,041,704 $ 1,047,554 $ 2,038,876 $ 2,050,974

8 unchanged sentences

Interest expense, net 18,978 18,869 37,366 37,981

Other expenses — 24,420 — 24,420

Income before income taxes 58,057 43,433 104,391 89,890

8 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

Three Months Ended

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

Three Months Ended Six Months Ended

($ in thousands) June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025

Net income $ 43,421 $ 32,436 $ 82,901 $ 70,674

Other comprehensive income, net of tax:

Foreign currency translation gain 11 4

Total other comprehensive income 51 4

Other comprehensive income (loss), net of tax:

Foreign currency translation gain (loss) 31 ( 6 ) 42 ( 2 )

Other ( 256 ) — ( 216 ) —

Total other comprehensive loss ( 225 ) ( 6 ) ( 174 ) ( 2 )

Comprehensive income $ 43,196 $ 32,430 $ 82,727 $ 70,672

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

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

($ in thousands) June 28, 2026 December 31, 2025

Current Assets:

25 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, 33,091,193 and 33,224,772 issued and outstanding as of March 29, 2026 and December 31, 2025, respectively

Common stock, no par value per share, 60,000,000 shares authorized, 32,124,821 and 33,224,772 issued and outstanding as of June 28, 2026 and December 31, 2025, respectively

201,986 208,210

6 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

Three Months Ended

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

Six Months Ended

($ in thousands) June 28, 2026 June 29, 2025

Cash flows from operating activities

12 unchanged sentences

Accounts payable, accrued liabilities and other 31,370 107,472

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

Net cash provided by operating activities 68,907 189,467

Cash flows from investing activities

5 unchanged sentences

Cash flows from financing activities

Term debt repayments ( 1,563 ) ( 1,563 )

Borrowings on revolver 560,724 345,536

5 unchanged sentences

Other financing activities ( 38 ) ( 309 )

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

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

Net cash used in financing activities ( 21,962 ) ( 114,436 )

Net increase (decrease) in cash and cash equivalents 2,728 ( 11,587 )

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

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited)

Three Months Ended March 29, 2026

Three Months Ended June 28, 2026

($ in thousands) Common

2 unchanged sentences

Earnings Total

Balance at December 31, 2025 $ 208,210 $ ( 876 ) $ 976,963 $ 1,184,297

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

Net income — — 43,421 43,421

4 unchanged sentences

Stock-based compensation expense 6,008 — — 6,008

Balance at June 28, 2026 $ 201,986 $ ( 1,050 ) $ 930,140 $ 1,131,076

Three Months Ended June 29, 2025

($ in thousands) Common

Stock Accumulated Other

Comprehensive Loss Retained

Earnings Total

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

Three Months Ended March 30, 2025

Net income — — 32,436 32,436

Dividends declared — — ( 13,164 ) ( 13,164 )

Other comprehensive loss, net of tax — ( 6 ) — ( 6 )

Stock repurchases under buyback program ( 1,676 ) — ( 21,782 ) ( 23,458 )

Repurchase of shares for tax payments related to the vesting and exercising of share-based grants ( 18 ) — — ( 18 )

Stock-based compensation expense 6,051 — — 6,051

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

See accompanying Notes to Condensed Consolidated Financial Statements.

PATRICK INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited)

Six Months Ended June 28, 2026

($ in thousands) Common

5 unchanged sentences

Dividends declared — — ( 30,531 ) ( 30,531 )

Other comprehensive income, net of tax — 4 — 4

Other comprehensive loss, net of tax — ( 174 ) — ( 174 )

Stock repurchases under buyback program ( 6,940 ) — ( 99,193 ) ( 106,133 )

1 unchanged sentence

Stock-based compensation expense 11,986 — — 11,986

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

Balance at June 28, 2026 $ 201,986 $ ( 1,050 ) $ 930,140 $ 1,131,076

Six Months Ended June 29, 2025

($ in thousands) Common

Stock Accumulated Other

Comprehensive Loss Retained

Earnings Total

Balance at December 31, 2024 $ 202,353 $ ( 926 ) $ 926,939 $ 1,128,366

Net income — — 70,674 70,674

Dividends declared — — ( 26,649 ) ( 26,649 )

Other comprehensive loss, net of tax — ( 2 ) — ( 2 )

Stock repurchases under buyback program ( 2,277 ) — ( 29,692 ) ( 31,969 )

Repurchase of shares for tax payments related to the vesting and exercising of share-based grants ( 8,611 ) — — ( 8,611 )

Stock-based compensation expense 11,300 — — 11,300

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

See accompanying Notes to Condensed Consolidated Financial Statements.

4 unchanged sentences

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 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”, 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 June 28, 2026 and December 31, 2025, its results of operations for the three and six months ended June 28, 2026 and June 29, 2025, and its cash flows for the six months ended June 28, 2026 and June 29, 2025.

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

6 unchanged sentences

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

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.

The second quarter of fiscal year 2026 ended on June 28, 2026, and the second quarter of fiscal year 2025 ended on June 29, 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.

Other expenses

Other expenses were zero for the three and six months ended June 28, 2026.

During the three and six months ended June 29, 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.

Summary of Significant Accounting Policies

1 unchanged sentence

Major Customer Concentration

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

The Company had two major customers that accounted for the following consolidated net sales for the three and six months ended June 28, 2026 and June 29, 2025:

Three Months Ended Six Months Ended

June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025

Percentage of total net sales:

1 unchanged sentence

Customer 2 12 % 14 % 13 % 15 %

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 %

New Accounting Standards

4 unchanged sentences

Recently Issued Accounting Pronouncements

Adoption of New Accounting Standards

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 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):

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 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

18 unchanged sentences

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

Three Months Ended March 29, 2026

Three Months Ended June 28, 2026

($ in thousands) Manufacturing Distribution Total

5 unchanged sentences

Total $ 802,621 $ 239,083 $ 1,041,704

Three Months Ended March 30, 2025

Three Months Ended June 29, 2025

($ in thousands) Manufacturing Distribution Total

5 unchanged sentences

Total $ 771,671 $ 275,883 $ 1,047,554

Six Months Ended June 28, 2026

($ in thousands) Manufacturing Distribution Total

Recreational Vehicle $ 622,854 $ 230,657 $ 853,511

Marine 339,247 21,990 361,237

Powersports 215,696 10,989 226,685

Manufactured Housing 151,789 177,956 329,745

Industrial 249,067 18,631 267,698

Total $ 1,578,653 $ 460,223 $ 2,038,876

Six Months Ended June 29, 2025

($ in thousands) Manufacturing Distribution Total

Recreational Vehicle $ 677,242 $ 280,925 $ 958,167

Marine 283,773 21,766 305,539

Powersports 168,953 8,365 177,318

Manufactured Housing 157,864 197,809 355,673

Industrial 234,601 19,676 254,277

Total $ 1,522,433 $ 528,541 $ 2,050,974

Contract Liabilities

1 unchanged sentence

Inventories consisted of the following:

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

($ in thousands) June 28, 2026 December 31, 2025

Raw materials $ 364,909 $ 315,508

8 unchanged sentences

GOODWILL AND INTANGIBLE ASSETS

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

Changes in the carrying amount of goodwill for the six months ended June 28, 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 March 29, 2026

Balance at June 28, 2026

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

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

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

Intangible assets, net consisted of the following as of June 28, 2026 and December 31, 2025:

($ in thousands) June 28, 2026 December 31, 2025

Customer relationships $ 953,969 $ 949,448

13 unchanged sentences

Amortization ( 40,250 ) ( 7,504 ) ( 47,754 )

Balance at March 29, 2026

Balance at June 28, 2026

$ 584,522 $ 114,815 $ 699,337

2 unchanged sentences

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

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

The Company completed two acquisitions during the six months ended June 28, 2026 (the "2026 Acquisitions").

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

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.

Net sales included in the Company's condensed consolidated statements of income related to the 2026 Acquisitions were $ 1.8 million for both the three and six months ended June 28, 2026, and operating income was $ 0.3 million for both the three and six months ended June 28, 2026.

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

The Company completed two acquisitions during the six months ended June 29, 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.

For the three and six months ended June 29, 2025, net sales included in the Company's condensed consolidated statements of income related to the acquisitions completed in the six months ended June 29, 2025 were $ 8.9 million and $ 13.2 million, respectively, and operating losses were $ 0.3 million and $ 0.4 million, respectively.

In connection with certain acquisitions, the Company is required to pay additional cash consideration if certain financial results of the acquired businesses are achieved.

1 unchanged sentence

Changes in the contingent consideration liability are as follows:

Three Months Ended

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

Three Months Ended Six Months Ended

($ in thousands) June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025

Fair value at beginning of period $ 1,777 $ 3,792 $ 2,445 $ 3,608

4 unchanged sentences

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) March 29, 2026 December 31, 2025

($ in thousands) June 28, 2026 December 31, 2025

Accrued liabilities $ 1,161 $ 1,383

3 unchanged sentences

2026 Acquisitions

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

The Company completed two acquisitions during the six months ended June 28, 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 during the three and six months ended June 28, 2026 related to the 2026 Acquisitions were immaterial.

2025 Acquisitions

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.

Total cash consideration for the 2025 Acquisitions was approximately $ 118.0 million, plus 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.

Changes to preliminary purchase accounting estimates recorded during the three and six months ended June 28, 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:

33 unchanged sentences

Pro Forma Information (Unaudited)

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 following pro forma information for the three and six months ended June 28, 2026 and June 29, 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 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

In addition, the pro forma information includes incremental amortization expense, in the aggregate, related to intangible assets acquired in connection with the transactions of zero and $ 0.5 million for the three and six months ended June 28, 2026, respectively, and $ 0.1 million and $ 1.0 million for the three and six months ended June 29, 2025, respectively.

Three Months Ended Six Months Ended

($ in thousands, except per share data) June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025

Revenue $ 1,041,704 $ 1,060,094 $ 2,041,175 $ 2,082,507

4 unchanged sentences

STOCK-BASED COMPENSATION

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.

The Company recorded stock-based compensation expense, net of forfeitures, of approximately $ 6.0 million and $ 12.0 million in the three and six months ended June 28, 2026, respectively, and $ 6.1 million and $ 11.3 million in the three and six months ended June 29, 2025, respectively.

The Board approved various share grants under the Company’s 2009 Omnibus Incentive Plan for the six months ended June 28, 2026 totaling 183,643 shares in the aggregate at an average fair value of $ 127.20 per share at grant date for a total fair value at grant date of $ 23.4 million.

Stock Appreciation Rights ("SARs"):

2 unchanged sentences

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

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.

As of June 28, 2026, the total remaining unrecognized cost was $ 3.5 million which will be expensed ratably over the four-year vesting period.

Stock Options:

1 unchanged sentence

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

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.

As of June 28, 2026, the total remaining unrecognized cost was $ 4.9 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 three months ended March 30, 2025:

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

Expected term 9 years

4 unchanged sentences

Earnings per common share are as follows:

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

March 29, 2026 March 30, 2025

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

June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025

Net income attributable to common shares $ 43,421 $ 32,436 $ 82,901 $ 70,674

9 unchanged sentences

A summary of total debt outstanding is as follows:

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

($ in thousands) June 28, 2026 December 31, 2025

Long-term debt:

13 unchanged sentences

Total long-term debt, less current maturities, net $ 1,412,496 $ 1,282,821

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.

As of June 28, 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 June 28, 2026 was the Secured Overnight Financing Rate (“SOFR”) plus 1.75 % (or 5.40 %) for the SOFR-based option.

The fee payable on committed but unused portions of the Revolver due 2029 was 0.225 % as of June 28, 2026.

Total cash interest paid was $ 31.5 million and $ 33.3 million for the three and six months ended June 28, 2026, respectively, and $ 32.9 million and $ 34.6 million for the three and six months ended June 29, 2025, respectively.

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

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.

As of June 28, 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 July 1, 2026 to September 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.

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

There were no conversions of the 1.75 % Convertible Notes during the period from January 1, 2026 to June 30, 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 March 29, 2026 and December 31, 2025:

March 29, 2026 December 31, 2025

The following table presents fair values of certain assets and liabilities as of June 28, 2026 and December 31, 2025:

June 28, 2026 December 31, 2025

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

11 unchanged sentences

$ — $ — $ 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 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.

(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 June 28, 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 June 28, 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 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.

The effective tax rate was 25.2 % and 25.3 % for the three months ended June 28, 2026 and June 29, 2025, respectively, and the effective tax rate for the comparable six month periods was 20.6 % and 21.4 %, respectively.

For the three and six months ended June 28, 2026, 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 $ 0.6 million and $ 5.7 million, respectively.

For the three and six months ended June 29, 2025, the impact of such excess tax benefits was immaterial and $ 3.0 million, respectively.

Cash paid for income taxes, net of refunds, was $ 2.0 million and $ 2.9 million for the three and six months ended June 28, 2026, respectively, and $ 14.9 million and $ 22.3 million for the three and six months ended June 29, 2025, respectively.

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

16 unchanged sentences

fiberglass bath fixtures and tile systems;

specialty bath and closet building products;

specialty bath and closet

building products;

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

51 unchanged sentences

The following tables summarize key financial information by segment:

Three Months Ended March 29, 2026

Three Months Ended June 28, 2026

($ in thousands) Manufacturing Distribution Total

8 unchanged sentences

Interest expense, net 18,978

Inter-segment elimination ( 3,523 )

Consolidated income before income taxes $ 58,057

Capital expenditures $ 17,412 $ 220 $ 17,632

Depreciation and amortization $ 36,398 $ 4,592 $ 40,990

Three Months Ended June 29, 2025

($ in thousands) Manufacturing

Total net sales

$ 776,520 $ 277,488 $ 1,054,008

Cost of goods sold

597,232 205,314 802,546

$ 179,288 $ 72,174 $ 251,462

Operating expenses

76,165 39,756 115,921

Operating income

$ 103,123 $ 32,418 $ 135,541

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

Selling, general and administrative

Amortization of intangible assets

Interest expense, net

Inter-segment elimination

Other expense 24,420

Consolidated income before income taxes

Capital expenditures $ 12,256 $ 8 $ 12,264

Depreciation and amortization

$ 36,413 $ 4,559 $ 40,972

Six Months Ended June 28, 2026

($ in thousands) Manufacturing Distribution Total

Total net sales $ 1,586,941 $ 463,306 $ 2,050,247

Cost of goods sold 1,232,522 345,791 1,578,313

Gross profit $ 354,419 $ 117,515 $ 471,934

Operating expenses 156,168 75,623 231,791

Operating income $ 198,251 $ 41,892 $ 240,143

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

Selling, general and administrative 55,010

Amortization of intangible assets 47,662

Interest expense, net 37,366

Inter-segment eliminations ( 4,286 )

2 unchanged sentences

Depreciation and amortization $ 72,687 $ 9,190 $ 81,877

Three Months Ended March 30, 2025

Six Months Ended June 29, 2025

($ in thousands) Manufacturing Distribution Total

9 unchanged sentences

Inter-segment eliminations 1,511

Other expense 24,420

Consolidated income before income taxes $ 89,890

1 unchanged sentence

Depreciation and amortization $ 72,916 $ 9,131 $ 82,047

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

A reconciliation of certain line items pertaining to the total reportable segments to the condensed consolidated financial statements for the three and six months ended June 28, 2026 and June 29, 2025, and as of June 28, 2026 and December 31, 2025 is as follows:

Three Months Ended Six Months Ended

($ in thousands) June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025

Total sales for reportable segments $ 1,047,676 $ 1,054,008 $ 2,050,247 $ 2,062,581

9 unchanged sentences

Consolidated capital expenditures $ 17,632 $ 18,275 $ 36,558 $ 38,446

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

($ in thousands) June 28, 2026 December 31, 2025

Total assets:

7 unchanged sentences

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 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.

As of June 28, 2026, Patrick had approximately $ 61.9 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:

Three Months Ended

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

Three Months Ended Six Months Ended

($ in millions, except average price data) June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025

Shares repurchased 980,000 277,849 1,107,678 377,612

14 unchanged sentences

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.

On or about May 1, 2026, three current employees filed a putative class action lawsuit against Patrick Industries, Inc.

(the “Company”) in the U.S.

District Court for the Northern District of Indiana, captioned Wilds, et al.

Patrick Industries, Inc., Case No.

3:26-cv-00582.

The plaintiffs brought the action individually and on behalf of a proposed class of participants and beneficiaries in the Company’s employee benefit plans.

The complaint alleges that the Company imposed tobacco-related surcharges through a wellness program that did not comply with the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Public Health Service Act, and related regulations.

The plaintiffs allege, among other claims, that the Company failed to provide a reasonable alternative standard, provided insufficient notices and disclosures, and breached certain fiduciary duties under ERISA.

The litigation is in its early stages.

At this time, the Company is unable to predict the outcome of the matter or reasonably estimate the amount or range of any potential loss.

Accordingly, the Company has not recorded a liability related to this matter.

RELATED PARTY TRANSACTIONS

7 unchanged sentences

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.

SUBSEQUENT EVENTS

On June 30, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with LCI Industries (“LCI”), Planet First Merger Sub Inc., a wholly owned subsidiary of the Company, and Planet Second Merger Sub LLC, a wholly owned subsidiary of the Company.

The boards of directors of both the Company and LCI unanimously approved the Merger Agreement and the transactions contemplated thereby.

Under the Merger Agreement, and subject to the satisfaction or waiver of customary closing conditions, LCI will merge with a subsidiary of the Company and ultimately become a wholly owned subsidiary of the Company.

At the effective time of the merger, each issued and outstanding share of LCI common stock, par value $ 0.01 per share, other than certain excluded shares, will be converted into the right to receive 1.2440 shares of the Company’s common stock, no par value, plus cash in lieu of fractional shares.

Following completion of the transaction, existing Company shareholders are expected to own approximately 52 % of the combined company, and existing LCI shareholders are expected to own approximately 48 %.

The Merger Agreement also restricts the Company from repurchasing its common stock prior to the closing of the transaction.

The transaction is subject to customary closing conditions, including shareholder approvals by both companies, regulatory approvals, effectiveness of a Form S-4 registration statement, Nasdaq approval of the shares to be issued, and other customary conditions.

The transaction is expected to close in the first half of 2027.

The Merger Agreement contains customary termination rights and provides for a termination fee of $ 94.2 million payable by either party under specified circumstances.

For the three and six months ended June 28, 2026, the Company incurred $ 0.4 million of merger related costs in connection with the merger, which are included in Selling, general and administrative expenses in the Company's condensed consolidated statements of income.

The merger has not been completed as of the date these unaudited condensed consolidated financial statements were issued.

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