Generac Holdlings Inc. filed SEC Form 8-K: Regulation FD Disclosure, Leadership Update, Financial Statements and Exhibits

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FORM 8-K

 

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 

 

Date of Report (Date of earliest event reported): March 20, 2026

 

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

On March 25, 2026, Generac Holdings Inc. (the “Company”, “we”, “us”, or “our”) announced its plan to reorganize its two reportable segments, effective March 31, 2026 (the “Reorganization”). Prior to the Reorganization, the Company’s two reportable segments were: Domestic and International. As a result of the Reorganization, the Company’s two reportable segments will be: Residential and Commercial & Industrial (“C&I”).

 

The Residential segment consists of the former Domestic segment, excluding the domestic C&I operations. The Residential segment reflects the Company’s ongoing strategy of delivering a broad range of backup power, energy technology solutions, and outdoor power equipment to a similar customer base with a synergistic go-to-market approach.

 

The C&I segment consists of the former International segment, plus the domestic C&I operations that are not part of the Residential segment. The C&I segment will focus on global growth opportunities across a diverse set of end markets, primarily for emergency backup power generators, mobile power generation and lighting products, battery energy storage systems, and related services.

 

As previously announced, on March 25, 2026, the Company will hold an investor day call which will provide additional information about the Reorganization. The presentation to be used during the call is posted to the Company’s investor relations website (the “Presentation”).

 

Beginning with its reporting for the first quarter of fiscal 2026, the Company will report financial results reflecting the Reorganization. The Reorganization is consistent with how the Company’s chief operating decision maker has assessed operating performance and allocated capital resources during the first quarter of fiscal 2026. The Reorganization had no impact on the Company’s historical consolidated financial position, results of operations, and cash flows.

 

The Company has recast certain previously reported segment financial information consistent with the Reorganization. The Company is furnishing within Exhibit 99.1 of this Current Report select unaudited financial information relating to the Reorganization for the previously reported twelve months ended December 31, 2025. The Company will furnish select recast unaudited financial information relating to the Reorganization for the previously reported quarters in fiscal 2025 with the Company’s next periodic report or sooner.

 

The Reorganization and the financial information presented in Exhibit 99.1 hereto does not represent a restatement of previously issued financial statements. The information in this Item 7.01, including the reference to the Presentation and Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing. 

 

 

In Exhibit 99.1, we present Adjusted EBITDA, which is not in accordance with generally accepted accounting principles (“U.S. GAAP”). We present Adjusted EBITDA because this metric assists us in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Our management uses Adjusted EBITDA:

 

 

 

 

 

 

We also use Adjusted EBITDA as a benchmark for the determination of the bonus component of compensation for our senior executives under our management incentive plans.

 

We believe that the disclosure of Adjusted EBITDA offers additional financial metrics which, when coupled with U.S. GAAP results and the reconciliation to U.S. GAAP results, provide a more complete understanding of our results of operations and the factors and trends affecting our business for securities analysts, investors and other interested parties in the evaluation of our company. We believe Adjusted EBITDA is useful to investors for the following reasons:

 

 

 

 

 

On March 20, 2026, at the recommendation of the Human Capital and Compensation Committee of the Board of Directors (the “Committee”), the Company approved certain incremental equity awards to be granted to Norm Taffe, the Company’s Executive Vice President and President, Generac Home, and Erik Wilde, the Company’s Executive Vice President and President, Domestic C&I. The equity award for Mr. Taffe includes an award of performance shares with a target value of $1 million to be granted on April 1, 2026, which will vest on the second anniversary of the grant date, subject to the achievement of certain performance metrics with a performance period ending December 31, 2027. The equity award for Mr. Wilde includes an award of performance shares with a target value of $2 million to be granted on April 1, 2026, which will vest on the third anniversary of the grant date, subject to the achievement of certain performance metrics with a performance period ending December 31, 2028. Messrs. Taffe and Wilde may earn 0% to 200% of the target performance share award based on the achievement of specified performance conditions unique to each award that were established by the Committee. Such awards are intended to align the interests of Messrs. Taffe and Wilde with the Company’s Generac Home and Domestic C&I initiatives, respectively.

 

 

 

 

 

 

 

 

 

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.