patk-20260329

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED March 29, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ……………… to ………………

Commission file number 000-03922

PATRICK INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)


Indiana			35-1057796
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)


107 W. Franklin St.
Elkhart, IN						46516
(Address of principal executive offices)						(ZIP Code)

(574) 294-7511

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, no par value	PATK	NASDAQ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 1, 2026, there were 32,893,223 shares of the registrant’s common stock outstanding.

PATRICK INDUSTRIES, INC.

Table of Contents


		Page
	Part I. Financial Information
Item 1.	Financial Statements	3
	Condensed Consolidated Statements of Income for the Three Months Ended March 29, 2026 and March 30, 2025 (Unaudited)	3
	Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 29, 2026 and March 30, 2025 (Unaudited)	4
	Condensed Consolidated Balance Sheets as of March 29, 2026 (Unaudited) and December 31, 202 5	5
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 29, 2026 and March 30, 2025 (Unaudited)	6
	Condensed Consolidated Statements of Shareholders' Equity for the Three Months Ended March 29, 2026 and March 30, 2025 (Unaudited)	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.	Controls and Proceeds	29
	Part II. Other Information
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 5.	Other Information	31
Item 6.	Exhibits	32
Signatures		33

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PART 1: FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

PATRICK INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)


	Three Months Ended
($ and shares in thousands, except per share data)		March 29, 2026		March 30, 2025
Net sales		$	997,172	$	1,003,420
Cost of goods sold		770,312		774,829
Gross profit		226,860		228,591

Operating expenses:
Warehouse and delivery		45,032		44,582
Selling, general and administrative		93,096		93,931
Amortization of intangible assets		24,010		24,509
Total operating expenses		162,138		163,022
Operating income		64,722		65,569
Interest expense, net		18,388		19,112

Income before income taxes		46,334		46,457
Income taxes		6,854		8,219
Net income		$	39,480	$	38,238

Basic earnings per common share		$	1.21	$	1.17
Diluted earnings per common share		$	1.10	$	1.11

Weighted average shares outstanding – Basic		32,494		32,671
Weighted average shares outstanding – Diluted		36,047		34,416

See accompanying Notes to Condensed Consolidated Financial Statements.

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PATRICK INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)


	Three Months Ended
($ in thousands)		March 29, 2026		March 30, 2025
Net income		$	39,480	$	38,238
Other comprehensive income, net of tax:

Foreign currency translation gain		11		4
Other		40		—
Total other comprehensive income		51		4
Comprehensive income		$	39,531	$	38,242

See accompanying Notes to Condensed Consolidated Financial Statements.

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PATRICK INDUSTRIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS


	(Unaudited)
($ in thousands)	March 29, 2026		December 31, 2025
ASSETS
Current Assets:
Cash and cash equivalents	$	37,472	$	26,432
Trade and other receivables, net	285,379		185,405
Inventories	626,069		595,265
Prepaid expenses and other	65,792		66,020
Total current assets	1,014,712		873,122
Property, plant and equipment, net	413,991		408,502
Operating lease right-of-use assets	216,083		199,087
Goodwill	839,716		840,101
Intangible assets, net	721,532		742,561
Other non-current assets	12,409		12,801
Total assets	$	3,218,443	$	3,076,174
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	6,250	$	6,250
Current operating lease liabilities	57,232		54,956
Accounts payable	217,645		192,448
Accrued liabilities	92,463		94,412
Other current liabilities	430		424
Total current liabilities	374,020		348,490
Long-term debt, less current maturities, net	1,378,433		1,282,821
Long-term operating lease liabilities	163,753		148,889
Deferred tax liabilities, net	100,669		96,875
Other long-term liabilities	13,198		14,802
Total liabilities	2,030,073		1,891,877
Shareholders' equity
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	202,231		208,210

Accumulated other comprehensive loss	(825)		(876)
Retained earnings	986,964		976,963
Total shareholders' equity	1,188,370		1,184,297
Total liabilities and shareholders' equity	$	3,218,443	$	3,076,174

See accompanying Notes to Condensed Consolidated Financial Statements.

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PATRICK INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)


	Three Months Ended
($ in thousands)	March 29, 2026		March 30, 2025
Cash flows from operating activities
Net income	$	39,480	$	38,238
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	42,777		42,646
Stock-based compensation expense	5,978		5,249
Deferred income taxes	3,794		(5,737)
Amortization of deferred debt financing costs	823		794

(Gain) loss on sale of property, plant and equipment	(155)		2,042
Other	211		(1,604)
Change in operating assets and liabilities, net of acquisitions of businesses:
Trade and other receivables, net	(99,515)		(107,807)
Inventories	(29,166)		5,366
Prepaid expenses and other assets	443		13,371
Accounts payable, accrued liabilities and other	21,322		47,519
Net cash (used in) provided by operating activities	(14,008)		40,077
Cash flows from investing activities
Purchases of property, plant and equipment	(18,926)		(20,171)
Proceeds from sale of property, plant and equipment	489		1,684
Business acquisitions, net of cash acquired	(7,218)		(47,559)
Other investing activities	(281)		(40)
Net cash used in investing activities	(25,936)		(66,086)
Cash flows from financing activities


Borrowings on revolver	292,821		263,434
Repayments on revolver	(197,821)		(153,434)


Stock repurchases under buyback program	(14,693)		(8,511)
Cash dividends paid to shareholders	(16,311)		(13,862)
Taxes paid for share-based payment arrangements	(11,157)		(8,593)
Payment of contingent consideration from business acquisitions	(1,750)		(16)

Other financing activities	(105)		(9)
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
Cash and cash equivalents at end of period	$	37,472	$	86,561

See accompanying Notes to Condensed Consolidated Financial Statements.

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PATRICK INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited)


	Three Months Ended March 29, 2026
($ in thousands)	Common Stock		Accumulated Other Comprehensive Loss		Retained Earnings		Total
Balance at December 31, 2025	$	208,210	$	(876)	$	976,963	$	1,184,297
Net income	—		—		39,480		39,480
Dividends declared	—		—		(15,586)		(15,586)
Other comprehensive loss, net of tax	—		51		—		51
Stock repurchases under buyback program	(800)		—		(13,893)		(14,693)
Repurchase of shares for tax payments related to the vesting and exercising of share-based grants	(11,157)		—		—		(11,157)

Stock-based compensation expense	5,978		—		—		5,978
Balance at March 29, 2026	$	202,231	$	(825)	$	986,964	$	1,188,370


	Three Months Ended March 30, 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	—		—		38,238		38,238
Dividends declared	—		—		(13,485)		(13,485)
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)

Stock-based compensation expense	5,249		—		—		5,249
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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PATRICK INDUSTRIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE 1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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's unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). The accompanying unaudited condensed consolidated financial statements for Patrick do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) and disclosures considered necessary for a fair presentation have been included. For further information, refer to Patrick’s Audited Consolidated Financial Statements and corresponding notes in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 19, 2026.

The Company maintains its financial records on the basis of a fiscal year ending on December 31, with the fiscal quarters spanning approximately thirteen weeks. The first quarter ends on the Sunday closest to the end of the first thirteen-week period. 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.

Earnings Per Common Share

Basic earnings per common share is computed by dividing net income by the weighted-average number of common shares outstanding. Diluted earnings per common share is computed by dividing net income available for diluted shares by the weighted-average number of common shares outstanding, plus the weighted-average impact of potentially dilutive convertible notes and warrants, plus the dilutive effect of stock options, stock appreciation rights ("SARs"), and certain restricted stock awards (collectively, “Common Stock Equivalents”). The dilutive effect of Common Stock Equivalents is calculated under the treasury stock method using the average market price for the period. Common Stock Equivalents are not included in the computation of diluted earnings per common share if their effect would be anti-dilutive.

Summary of Significant Accounting Policies

A summary of significant accounting policies is included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 19, 2026.

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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
Percentage of total net sales:
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:


	As of
	March 29, 2026		December 31, 2025
Percentage of trade receivables, net:
Customer 1	10	%	8	%

New Accounting Standards

Changes to U.S. GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of Accounting Standards Updates (“ASUs”) to the FASB’s Accounting Standards Codification.

The Company considers the applicability and impact of all ASUs. ASUs not listed below were either assessed and determined to be not applicable or are expected to have an immaterial impact on the Company’s unaudited condensed consolidated financial statements.

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.

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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.

In November 2024, the FASB issued ASU 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses". The amendments in this update require public business entities to disclose, on an annual and interim basis, disaggregated information about certain income statement expense line items in the notes to the financial statements. Public business entities are required to apply the guidance prospectively or retrospectively. 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 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.

NOTE 2. REVENUE RECOGNITION

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


	Three Months Ended March 29, 2026
($ in thousands)	Manufacturing		Distribution		Total
Market type:
Recreational Vehicle	$	331,763	$	114,727	$	446,490
Marine	160,443		9,442		169,885
Powersports	98,529		5,088		103,617
Manufactured Housing	71,339		83,227		154,566
Industrial	113,958		8,656		122,614
Total	$	776,032	$	221,140	$	997,172


	Three Months Ended March 30, 2025
($ in thousands)	Manufacturing		Distribution		Total
Market type:
Recreational Vehicle	$	345,973	$	132,919	$	478,892
Marine	139,366		9,681		149,047
Powersports	77,234		3,706		80,940
Manufactured Housing	76,327		96,899		173,226
Industrial	111,862		9,453		121,315
Total	$	750,762	$	252,658	$	1,003,420

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Contract Liabilities

Contract liabilities, representing upfront payments from customers received prior to satisfying performance obligations, were immaterial as of the beginning and end of all periods presented and changes in contract liabilities were immaterial during all periods presented.

NOTE 3. INVENTORY

Inventories consisted of the following:


($ in thousands)	March 29, 2026		December 31, 2025
Raw materials	$	335,116	$	315,508
Work in process	21,168		19,586
Finished goods	144,355		128,766
Less: reserve for inventory excess and obsolescence	(15,088)		(14,754)
Total manufactured goods, net	485,551		449,106
Materials purchased for resale (distribution products)	148,745		154,319
Less: reserve for inventory excess and obsolescence	(8,227)		(8,160)
Total materials purchased for resale (distribution products), net	140,518		146,159
Total inventories	$	626,069	$	595,265

NOTE 4. GOODWILL AND INTANGIBLE ASSETS

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
Balance at December 31, 2025	$	722,030	$	118,071	$	840,101
Acquisitions	307		2,748		3,055
Adjustments to preliminary purchase price allocations	(3,440)		—		(3,440)
Balance at March 29, 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
Customer relationships	$	952,425	$	949,448
Non-compete agreements	27,376		27,376
Patents	94,953		94,949
Trademarks	230,877		230,877
Intangible assets, gross	1,305,631		1,302,650
Less: accumulated amortization
Customer relationships	(528,134)		(506,656)
Non-compete agreements	(22,732)		(22,204)
Patents	(33,233)		(31,229)
Intangible assets, net	$	721,532	$	742,561

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


($ in thousands)	Manufacturing		Distribution		Total
Balance at December 31, 2025	$	624,213	$	118,348	$	742,561
Additions	405		2,576		2,981
Amortization	(20,258)		(3,752)		(24,010)

Balance at March 29, 2026	$	604,360	$	117,172	$	721,532

NOTE 5. ACQUISITIONS

General

Business combinations generally take place to strengthen Patrick's positions in existing markets and increase its market share and product offerings, expand into additional markets, and gain key technologies. Acquisitions are accounted for under the acquisition method of accounting. For each acquisition, the excess of the purchase consideration over the fair value of the net assets acquired is recorded as goodwill, which generally represents the combined value of the Company’s existing purchasing, manufacturing, sales, and systems resources with the organizational talent and expertise of the acquired companies’ respective management teams to maximize efficiencies, market share growth and net income.

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 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 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 are as follows:


	Three Months Ended
($ in thousands)		March 29, 2026		March 30, 2025
Fair value at beginning of period		$	2,445	$	3,608
Additions		—		1,800
Fair value adjustments		1,098		(1,600)
Settlements		(1,766)		(16)
Fair value at end of period		$	1,777	$	3,792

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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)	March 29, 2026		December 31, 2025
Accrued liabilities	$	1,177	$	1,383
Other long-term liabilities	600		1,062
Total fair value of contingent consideration	$	1,777	$	2,445
Maximum amount of contingent consideration	$	9,244	$	9,343

2026 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.

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. 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.

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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:


($ in thousands)	2026 Acquisitions		2025 Acquisitions

Consideration:
Cash, net of cash acquired	$	6,952	$	117,653
Working capital holdback and other, net	100		613

Contingent consideration (1)	—		3,200
Total consideration	$	7,052	$	121,466

Assets Acquired:
Trade receivables	$	492	$	8,976
Inventories	1,618		18,710
Prepaid expenses & other	44		466
Property, plant & equipment	—		29,904
Operating lease right-of-use assets	99		1,119
Identifiable intangible assets:
Customer relationships	2,700		20,790
Non-compete agreements	—		1,600
Patents and developed technology	—		5,230
Trademarks	—		5,350
Liabilities Assumed:
Current portion of operating lease obligations	(80)		(364)
Accounts payable & accrued liabilities	(857)		(7,796)
Operating lease obligations	(19)		(755)

Total fair value of net assets acquired	3,997		83,230
Goodwill (2)	3,055		38,236

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 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.

We estimate the value of customer relationships using the multi-period excess earnings method, which is a variation of the income approach, calculating the present value of incremental after-tax cash flows attributable to the asset. Non-compete agreements are valued using a discounted cash flow approach, which is a variation of the income approach, with and without the individual counterparties to the non-compete agreements. Trademarks and patents are valued using the relief-from-royalty method, which applies an estimated royalty rate to forecasted future cash flows, discounted to present value.

The estimated useful life for customer relationships is 10 years. The average estimated useful life for non-compete agreements is 5 years. The estimated useful life for patents is 13 years, individually ranging from 10 to 18 years. Trademarks have an indefinite useful life.

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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 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
Revenue		$	999,471	$	1,022,413
Net income		$	39,323	$	38,616
Basic earnings per common share		$	1.21	$	1.18
Diluted earnings per common share		$	1.09	$	1.12

The pro forma information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved had the acquisitions been consummated as of the periods indicated above.

NOTE 6. 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.

Stock Appreciation Rights ("SARs"):

On February 25, 2025, the Board approved the grant of 329,850 SARs divided into four tranches at exercise prices of $92.72, $110.76, $132.31 and $158.05 per share. The SARs vest pro-ratably over four years from the grant date and have nine-year contractual terms. The SARs are to be settled in shares of common stock or, at the sole discretion of the Board, in cash. As of 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:

On February 25, 2025, the Board approved the grant of 329,850 stock options at an exercise price per share of $92.72. The stock options vest pro-rata over four years from the grant date and have nine-year contractual terms. As of March 29, 2026, the total remaining unrecognized cost was $5.4 million which will be expensed ratably over the four-year vesting period.

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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:


Expected term	9 years
Expected volatility	24	%
Risk-free interest rate	4.25	%
Dividend yield	1.77	%

NOTE 7. EARNINGS PER COMMON SHARE

Earnings per common share are as follows:

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

Three Months Ended

March 29, 2026

March 30, 2025

Numerator:

SEC Form 10-Q filed by Patrick Industries Inc.