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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): March 2, 2026

AAON, INC.
(Exact name of Registrant as Specified in Charter) 
Nevada 0-18953 87-0448736
(State or Other Jurisdiction (Commission File Number: ) (IRS Employer Identification No.)
of Incorporation)
2425 South Yukon Ave., Tulsa, Oklahoma 74107
(Address of Principal Executive Offices) (Zip Code)
 
(Registrant's telephone number, including area code): (918) 583-2266

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

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:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock AAON NASDAQ




Item 2.02    Results of Operations and Financial Conditions.

On March 2, 2026, AAON, Inc. (the "Company") announced its financial and operating results and backlog for the fourth quarter ended December 31, 2025. A copy of the Company's press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Company plans to host a teleconference at 9:00 A.M. (Eastern Time) on March 2, 2026 to discuss these results. The conference call will be accessible via a dial-in for those who wish to participate in Q&A as well as a listen-only webcast. The accessible dial-in is accessible at 1-800-836-8184. To access the listen-only webcast, please register at https://app.webinar.net/0kBVxQBboaR. On the next business day following the call, a replay of the call will be available on the Company’s website at https://aaon.com/Investors.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item shall not be deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing.

Item 7.01    Regulation FD Disclosure.

On March 2, 2026, the Company issued the press release described above in Item 2.02 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1.

All statements in the teleconference, other than historical financial information, may be deemed to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “should”, “will”, and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Participants and readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligations to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Important factors that could cause results to differ materially from those in the forward-looking statements include (1) the timing and extent of changes in raw material and component prices, (2) the effects of fluctuations in the commercial/industrial new construction market, (3) the timing and extent of changes in interest rates, as well as other competitive factors during the year, and (4) general economic, market or business conditions.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item shall not be deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing.

Item 8.01 Other Events

The Company today announced that the Board of Directors has authorized the Company to make up to $100.0 million in purchases of shares of the Company’s common stock from time to time in the open market depending on market conditions. The Board must authorize the timing and amount of these purchases and all repurchases will be made in accordance with the rules and regulations of the SEC allowing the Company to repurchase shares from the open market. Repurchased shares will be restored to the status of authorized but unissued stock.

















Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits
Exhibit Number Description
Press release dated March 2, 2026 announcing financial and operating results and backlog.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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.
AAON, INC.
Date:
March 2, 2026
By: /s/ Luke A. Bomer
Luke A. Bomer, Secretary

EX-99.1 2 liveaaonpressreleaseexs.htm EX-99.1 Document
Exhibit 99.1

aaona05a.jpg

AAON Reports Fourth Quarter and Full Year 2025 Results
Carries Record Backlog into 2026

Full Year 2025 Results
(All comparisons are year-over-year, unless otherwise noted)

•Delivered strong sales growth in 2025, while margins and earnings reflected strategic investments in production expansion and ERP implementation to support future growth
◦Net sales increased 20.1% to $1.44 billion compared to $1.20 billion in 2024
◦Gross margin was 26.7% compared to 33.1% in 2024
◦GAAP diluted EPS was $1.29 compared to $2.02 in 2024
•Robust bookings trends of both AAON- and BASX-branded equipment support continued market share gains
◦Record year-end backlog of $1.83 billion, up 110.9% year-over-year, providing strong visibility entering 2026

Fourth Quarter 2025 Results
(All comparisons are year-over-year, unless otherwise noted)

•Delivered strong sales growth in the quarter, while margins reflected capacity expansions and upfront fixed costs absorption associated with production ramp-up
◦Net sales increased 42.5% to $424.2 million compared to $297.7 million in the fourth quarter of 2024
◦Gross margin was 25.9% compared to 26.1% in the fourth quarter of 2024
◦GAAP diluted EPS was $0.39 compared to $0.30 in the fourth quarter of 2024
Company Introduces 2026 Outlook

•2026 outlook reflects revenue growth of 18-20% and gross margins of approximately 29-31%, supported by record backlog, expanded capacity, and improving operational execution


TULSA, Okla., March 2, 2026 - AAON, INC. (NASDAQ-AAON), a leader in high-performing, energy-efficient HVAC solutions that bring long-term value to customers and owners, today announced its results for the fourth quarter and full year 2025.

Full Year 2025 Results

“2025 represented a year of record growth for AAON, driven by strong bookings and sales reflecting expanding market share and growing demand for our products and custom solutions,” said AAON President and CEO Matt Tobolski. “During the year, we executed on targeted investments to support long-term growth and profitability. These actions included strengthening our leadership team, enhancing supply chain management capabilities, and expanding manufacturing capacity. These investments have increased production throughput and expanded our ability to serve customers at scale, although lead times have remained extended as a result of strong order activity and recovery from prior production challenges.

“Our manufacturing footprint increased approximately 25%, and our production capacity for BASX-branded data center equipment more than doubled following the renovation and commissioning of our new 787,000-square-foot Memphis, Tennessee facility.
1


Together, these investments have significantly strengthened the Company's operating foundation and position us well for continued growth and margin improvement in 2026 and beyond.

“The BASX brand more than doubled revenue and ended the year with backlog up 141.3%, reflecting strong adoption of our customized air-side and liquid cooling solutions in the data center market. Demand for AAON-branded equipment also remained strong, and production increased steadily throughout the year, with additional ramping planned. We made substantial progress stabilizing and advancing the implementation of our new Enterprise Resource Planning ("ERP") system. While the ERP rollout initially impacted production at our Longview, TX facility, operating performance improved consistently over time, reinforcing our confidence in execution as we focus on continued operational improvement and meeting customer commitments.”

Fourth Quarter 2025 Results

Net sales for the fourth quarter of 2025 increased 42.5% to $424.2 million, from $297.7 million in the fourth quarter of 2024. BASX-branded sales increased 138.8% to $181.4 million, reflecting strong demand for both air-side and liquid cooling equipment for data center applications. AAON-branded sales increased 9.5% to $242.8 million, supported by a strong backlog and favorable comparison to the prior-year period, which was adversely impacted by the industry's refrigerant transition. Booking activity remained solid across both brands, led by the BASX brand, which ended the quarter with backlog up 141.3%, while AAON-branded bookings increased approximately 20% compared to the prior-year period.

Gross profit margin in the quarter was 25.9%, compared to 26.1% in the prior-year period. The modest year‑over‑year decline primarily reflected unabsorbed fixed‑cost investments at the Company's new Memphis facility as production capacity was brought online to support a significant ramp of BASX‑branded data center equipment, positioning the business for improved operating leverage as volume scales.

Earnings per diluted share were $0.39, an increase of 30.0% year-over-year.

Dr. Tobolski added, “During the quarter, we made meaningful progress expanding production capacity and further advanced our operational readiness for sustained long-term growth. Production at our new Memphis facility is ramping rapidly, while our Longview, Texas facility continues to scale, increasing our ability to support accelerating demand for our data center equipment. BASX-branded equipment sales increased 138.8% year-over-year in the fourth quarter, and backlog increased 141.3%, providing strong visibility as we enter 2026.

“AAON‑branded equipment sales increased 9.5% year‑over‑year, representing our strongest quarterly growth since the second quarter of 2024. Despite typical seasonal headwinds, we ended the year with backlog up 60.8%, underscoring the strength and durability of underlying demand. We have a clear and disciplined operational plan in place to continue ramping production in 2026, positioning the Company to deliver solid growth and margin expansion.

“Fourth‑quarter margins reflected mixed operating dynamics across our facilities. While production volumes in Tulsa were below plan, Memphis reached profitability earlier than expected, validating our investment strategy. Fixed‑cost under‑absorption continues to pressure consolidated margins in the near term; however, these impacts are largely transitory and directly tied to capacity ramp-up that is already underway, positioning the Company for improved operating leverage as volumes scale. With capacity in place and execution continuing to improve, we remain confident in our path toward meaningful margin expansion throughout 2026."

Backlog
December 31, 2025 September 30, 2025 December 31, 2024
(in thousands)
AAON-branded products $ 526,350  $ 423,316  $ 327,343 
BASX-branded products 1,302,145  896,824  539,747 
$ 1,828,495  $ 1,320,140  $ 867,090 

Total backlog increased 110.9% year-over-year to $1.83 billion, and increased 38.5% sequentially. Growth was driven primarily by the BASX-brand, with backlog increasing 141.3% from the prior year and 45.2% from the prior quarter, while AAON-branded equipment backlog increased 60.8% year-over-year. The Company's growing backlog and robust order activity demonstrate meaningful market share capture as customers prioritize high-performance, energy-efficient, and reliable infrastructure solutions.
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A significant portion of the BASX-branded backlog is slated for production at the Memphis facility, which will support a steady ramp in production in 2026.

2026 Outlook

Dr. Tobolski concluded, “As we enter early 2026, we are positioned to build on the investments made throughout 2025 in our people, products, manufacturing capabilities, and working capital. While these initiatives carried upfront costs and impacted near-term results, they have meaningfully strengthened AAON's operating foundation and positioned the Company to meet the growing demand in the data center market.

"Our ERP upgrade presented short-term challenges, which are now largely behind us, and is expected to deliver lasting benefits through improved production throughput, operating efficiency, and margin expansion. We begin 2026 with record backlog, allowing us to remain sharply focused on execution and customer delivery. To support a disciplined ramp in production throughput and accelerate margin improvement, we have moderated the pace of near-term ERP rollouts, enhancing returns on our recent investments while ensuring the Company remains well positioned for future IT system upgrade.

"With these actions in place, and with operational execution continuing to improve, we expect 2026 sales to grow 18%-20%, with gross margin of 29%-31%. We also anticipate SG&A expenses as a percentage of sales will be approximately 16% and expect depreciation and amortization expenses of $95-$100 million.”

Current
Metric FY26
YoY Sales Growth 18%-20%
Gross Profit Margin 29%-31%
SG&A as a % of sales ~16%
Depreciation & Amortization $95M-$100M


Segment Results


AAON Oklahoma

Three Months Ended 
(in thousands) December 31, 2025 September 30, 2025 December 31, 2024
Net sales $ 215,503  $ 238,748  $ 193,957 
Gross profit $ 59,168  $ 78,803  $ 59,516 
Gross profit margin 27.5  % 33.0  % 30.7  %

Net sales for the AAON Oklahoma segment totaled $215.5 million, an increase of 11.1% year-over-year, driven by a strong starting backlog and ongoing production enhancements that improved backlog conversion despite a challenging industry environment. Results in the fourth quarter of 2025 also benefited from a favorable comparison to the prior-year period, which saw disruption due to the industry's refrigerant transition in the prior-year period.

Gross margin for the segment was 27.5%, compared to 30.7% in the fourth quarter of 2024. The year-over-year decrease was fully attributable to $6.4 million of incremental overhead associated with the Company's new Memphis facility, reflecting investments made to support future production growth and operating leverage.

3



AAON Coil Products

Three Months Ended 
(in thousands) December 31, 2025 September 30, 2025 December 31, 2024
Net sales $ 102,619  $ 70,246  $ 53,019 
Gross profit $ 21,827  $ 7,758  $ 8,535 
Gross profit margin 21.3  % 11.0  % 16.1  %

Net sales for the AAON Coil Products segment totaled $102.6 million, up 93.6% compared to the same period last year. Growth was driven primarily by $75.3 million in BASX-branded liquid cooling sales, which increased 198.7% during the period. AAON-branded sales declined 1.8% year-over-year, but increased 15.2% sequentially, highlighting strengthening production momentum.

AAON Coil Products gross margin was 21.3%, increasing year-over-year from 16.1% and sequentially from 11.0%. The year‑over‑year margin expansion reflected improved operating leverage on higher throughput at the Longview facility, along with a favorable mix of higher-margin BASX sales. This was partially offset by a full five‑day plant shutdown at Longview at year‑end to conduct a wall‑to‑wall inventory count.


BASX
Three Months Ended
(in thousands) December 31, 2025 September 30, 2025 December 31, 2024
Net sales $ 106,095  $ 75,244  $ 50,742 
Gross profit $ 28,775  $ 20,300  $ 9,564 
Gross profit margin 27.1  % 27.0  % 18.8  %

Net sales for the BASX segment increased 109.1% to $106.1 million, compared to $50.7 million in the prior-year period. The year-over-year increase was driven by continued strong demand for data center equipment, supported by robust order intake and elevated backlog levels. Increased production from the Company's new Memphis facility played a key role in expanding capacity and driving higher sales.

BASX segment gross margin was 27.1%, compared to 18.8% in the prior-year period. The year‑over‑year improvement reflected a favorable comparison and accelerating production at the Memphis facility.

Balance Sheet & Cash Flow

As of December 31, 2025, the company had cash, cash equivalents and restricted cash of $1.2 million and a balance on its revolving credit facility of $398.3 million. Rebecca Thompson, AAON CFO and Treasurer, commented, “In 2025, we made substantial capacity and working‑capital investments to support our expanding backlog and ongoing market share gains. As returns on these investments begin to materialize, we expect operating cash flow to improve significantly in 2026, supported by higher earnings and improved working‑capital efficiency. This gives us flexibility to continue to focus on our investment in growth for the future with capital expenditure plans of $190.0 million in 2026.”


4


Conference Call

The company will host a conference call and webcast this morning at 9:00 a.m. EST to discuss the fourth quarter of 2025 results and outlook. The conference call will be accessible via dial-in for those who wish to participate in Q&A as well as a listen-only webcast. The dial-in is accessible at 1-888-880-3330. To access the listen-only webcast, please register at https://app.webinar.net/X2DbRx9Pk8v. On the next business day following the call, a replay of the call will be available on the company’s website at https://aaon.com/investors.

About AAON

Founded in 1988, AAON is a global leader in HVAC solutions for commercial, industrial and data center indoor environments. The company's industry-leading approach to designing and manufacturing highly configurable and custom-made equipment to meet exact needs creates a premier ownership experience with greater efficiency, performance and long-term value. Its highly engineered equipment is sold under the AAON and BASX brands. AAON is headquartered in Tulsa, Oklahoma, where its world-class innovation center and testing lab allows AAON engineers to continuously push boundaries and advance the industry. For more information, please visit www.aaon.com.


Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “should”, “will”, and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligations to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Important factors that could cause results to differ materially from those in the forward-looking statements include (1) the timing and extent of changes in raw material and component prices, (2) the effects of fluctuations in the commercial/industrial new construction market, (3) the timing and extent of changes in interest rates, as well as other competitive factors during the year, and (4) general economic, market or business conditions. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in any forward-looking statements, see “Risk Factors” and “Forward Looking Statements” in AAON’s Annual Report on Form 10-K for the most recent fiscal year, as may be revised and updated by AAON’s Quarterly Reports on Form 10-Q, and AAON’s Current Reports on Form 8-K.


Contact Information

Joseph Mondillo
Director of Investor Relations & Corporate Strategy
Phone: (617) 877-6346
Email: joseph.mondillo@aaon.com

5


AAON, Inc. and Subsidiaries
Consolidated Statements of Income
(Unaudited)
Three Months Ended December 31, Years Ended December 31,
  2025 2024 2025 2024
(in thousands, except per share data)
Net sales $ 424,217  $ 297,718  $ 1,442,076  $ 1,200,635 
Cost of sales 314,447  220,103  1,056,352  803,526 
Gross profit 109,770  77,615  385,724  397,109 
Selling, general and administrative expenses 65,810  48,194  239,480  188,014 
Gain on disposal of assets —  (8) (4) (23)
Income from operations 43,960  29,429  146,248  209,118 
Interest expense (5,762) (1,208) (17,726) (2,905)
Other income, net 124  45  230  378 
Income before taxes 38,322  28,266  128,752  206,591 
Income tax provision 6,290  3,576  21,159  38,032 
Net income $ 32,032  $ 24,690  $ 107,593  $ 168,559 
Earnings per share:  
Basic EPS $ 0.39  $ 0.30  $ 1.32  $ 2.07 
Diluted EPS $ 0.39  $ 0.30  $ 1.29  $ 2.02 
Cash dividends declared per common share: $ 0.10  $ 0.08  $ 0.40  $ 0.32 
Weighted average shares outstanding:  
Basic 81,657,463  81,345,236  81,529,140  81,473,131 
Diluted 83,160,224  83,575,989  83,105,538  83,629,502 



6


AAON, Inc. and Subsidiaries
Segment Net Sales and Profit
(Unaudited)


Three Months Ended December 31, Years Ended December 31,
2025 2024 2025 2024
(in thousands)
AAON Oklahoma
External sales $ 215,503  $ 193,957  $ 801,209  $ 858,711 
Inter-segment sales 29,304  2,116  48,198  6,336 
Eliminations (29,304) (2,116) (48,198) (6,336)
     Net sales 215,503  193,957  801,209  858,711 
     Cost of sales1
156,335  134,441  569,121  538,124 
     Gross profit 59,168  59,516  232,088  320,587 
AAON Coil Products
External sales $ 102,619  $ 53,019  $ 325,353  $ 143,871 
Inter-segment sales 4,298  4,298  16,005  20,192 
Eliminations (4,298) (4,298) (16,005) (20,192)
     Net sales 102,619  53,019  325,353  143,871 
     Cost of sales1
80,792  44,484  255,681  116,287 
     Gross profit 21,827  8,535  69,672  27,584 
BASX
External sales $ 106,095  $ 50,742  $ 315,514  $ 198,053 
Inter-segment sales (74) 404  502  666 
Eliminations 74  (404) (502) (666)
     Net sales 106,095  50,742  315,514  198,053 
     Cost of sales1
77,320  41,178  231,550  149,115 
     Gross profit 28,775  9,564  83,964  48,938 
Consolidated gross profit $ 109,770  $ 77,615  $ 385,724  $ 397,109 
1 Presented after intercompany eliminations.

The reconciliation between consolidated gross profit to consolidated income from operations is as follows:
Consolidated gross profit $ 109,770  $ 77,615  $ 385,724  $ 397,109 
Less: Selling, general and administrative expenses 65,810  48,194  239,480  188,014 
Add: gain on disposal of assets —  23 
Consolidated income from operations $ 43,960  $ 29,429  $ 146,248  $ 209,118 
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AAON, Inc. and Subsidiaries
Consolidated Balance Sheets
(Unaudited)
December 31, 2025 December 31, 2024
Assets (in thousands, except share and per share data)
Current assets:
Cash and cash equivalents $ 13  $ 14 
Restricted cash 1,226  6,500 
Accounts receivable, net 314,387  147,434 
Income tax receivable 27,445  4,115 
Inventories, net 261,151  187,420 
Contract assets, net 247,037  135,421 
Prepaid expenses and other 17,921  7,308 
Total current assets 869,180  488,212 
Property, plant and equipment, net 631,262  510,356 
Intangible assets, net and goodwill 165,799  160,152 
Right of use assets 17,988  15,436 
Other long-term assets 2,281  242 
Deferred tax assets —  836 
Total assets $ 1,686,510  $ 1,175,234 
Liabilities and Stockholders' Equity
Current liabilities:
Debt, short-term $ —  $ 16,000 
Short-term obligations of NMTC 7,535  — 
Accounts payable 110,437  44,645 
Accrued liabilities 132,213  99,347 
Contract liabilities 80,670  14,913 
Total current liabilities 330,855  174,905 
Debt, long-term 398,320  138,891 
Deferred tax liabilities 30,313  — 
Other long term liabilities 23,299  20,743 
New market tax credit obligations1
8,738  16,113 
Commitments and contingencies (Note 20)
Stockholders' equity:
Common stock, $.004 par value, 200,000,000 shares authorized, 81,691,075 and 81,436,594 issued and outstanding at December 31, 2025 and 2024, respectively
327  326 
Additional paid-in capital 64,358  68,946 
Retained earnings 830,300  755,310 
Total stockholders' equity 894,985  824,582 
Total liabilities and stockholders' equity $ 1,686,510  $ 1,175,234 
8


AAON, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
Years Ended December 31,
2025 2024
Operating Activities
Net income $ 107,593  $ 168,559 
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization 79,191  62,735 
Amortization of debt issuance costs 394  154 
Amortization of right of use assets 166  189 
Provision for (recoveries of) losses on accounts receivable, net of adjustments 70  715 
Provision for losses on contract assets, net of adjustments 200  399 
Provision for (recoveries of) excess and obsolete inventories, net of write-offs 152  (968)
Share-based compensation 17,994  16,729 
Other (15) (4)
Deferred income taxes 31,149  (6,606)
Changes in assets and liabilities:
Accounts receivable (167,023) (10,041)
Income tax receivable (23,330) (5,285)
Inventories (73,883) 27,080 
Contract assets (111,816) (90,626)
Prepaid expenses and other long-term assets (11,673) (3,707)
Accounts payable 52,904  16,959 
Contract liabilities 65,757  1,156 
Extended warranties 831  1,835 
Accrued liabilities and other long-term liabilities 31,873  13,259 
Net cash provided by operating activities 534  192,532 
Investing Activities  
Capital expenditures (190,563) (195,660)
Proceeds from government incentive grant 12,000  — 
Proceeds from sale of property, plant and equipment 40  25 
Acquisition of intangible assets (14,329) (17,491)
Principal payments from note receivable 435  51 
Net cash used in investing activities (192,417) (213,075)
Financing Activities  
Borrowings of debt 915,391  717,897 
Payments of debt (672,204) (601,091)
Proceeds from financing obligation, net of issuance costs —  4,186 
Payment related to financing costs (1,395) (664)
Stock options exercised 17,144  31,861 
Repurchase of stock - open market (29,995) (100,034)
Repurchases of stock - LTIP plans (Note 18) (9,730) (8,037)
Cash dividends paid to stockholders (32,603) (26,084)
Net cash provided by (used in) financing activities 186,608  18,034 
Net (decrease) increase in cash, cash equivalents, and restricted cash (5,275) (2,509)
Cash, cash equivalents, and restricted cash, beginning of year 6,514  9,023 
Cash, cash equivalents, and restricted cash, end of year $ 1,239  $ 6,514 
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Use of Non-GAAP Financial Measures

To supplement the company’s consolidated financial statements presented in accordance with generally accepted accounting principles (“GAAP”), additional non-GAAP financial measures are provided and reconciled in the following tables. The company believes that these non-GAAP financial measures, when considered together with the GAAP financial measures, provide information that is useful to investors in understanding period-over-period operating results. The company believes that this non-GAAP financial measure enhances the ability of investors to analyze the company’s business trends and operating performance as they are used by management to better understand operating performance. Since adjusted net income, adjusted net income per diluted share, EBITDA, adjusted EBITDA, and adjusted EBITDA margin are non-GAAP measures and are susceptible to varying calculations, adjusted net income, adjusted net income per diluted share, EBITDA, adjusted EBITDA, and adjusted EBITDA margin, as presented, may not be directly comparable with other similarly titled measures used by other companies.

Non-GAAP Adjusted Net Income

The company defines non-GAAP adjusted net income as net income adjusted for any infrequent events, such as litigation settlements, net of profit sharing and tax effect, in the periods presented.

The following table provides a reconciliation of net income (GAAP) to non-GAAP adjusted net income for the periods indicated:

Three Months Ended December 31, Years Ended December 31,
2025 2024 2025 2024
(in thousands)
Net income, a GAAP measure $ 32,032  $ 24,690  $ 107,593  $ 168,559 
Add: Memphis incentive fee1
—  —  6,105  — 
Profit sharing effect2
—  —  (519) — 
Tax effect —  —  (1,369) — 
Non-GAAP adjusted net income $ 32,032  $ 24,690  $ 111,810  $ 168,559 
Non-GAAP adjusted earnings per diluted share $ 0.39  $ 0.30  $ 1.35  $ 2.02 
1The incentive fee relates to fees payable to our real estate broker associated with the acquisition of our Memphis, Tenn. plant for a percentage of the incentives awarded to us by various entities.
2Profit sharing effect of the Memphis incentive fee in the respective period.
EBITDA

EBITDA (as defined below) is presented herein and reconciled from the GAAP measure of net income because of its wide acceptance by the investment community as a financial indicator of a company's ability to internally fund operations. The company defines EBITDA as net income, plus (1) depreciation and amortization, (2) interest expense (income), net and (3) income tax expense. EBITDA is not a measure of net income or cash flows as determined by GAAP. EBITDA margin is defined as EBITDA as a percentage of net sales.

The company’s EBITDA measure provides additional information which may be used to better understand the company’s operations. EBITDA is one of several metrics that the company uses as a supplemental financial measurement in the evaluation of its business and should not be considered as an alternative to, or more meaningful than, net income, as an indicator of operating performance. Certain items excluded from EBITDA are significant components in understanding and assessing a company's financial performance. EBITDA, as used by the company, may not be comparable to similarly titled measures reported by other companies. The company believes that EBITDA is a widely followed measure of operating performance and is one of many metrics used by the company’s management team and by other users of the company’s consolidated financial statements.

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Adjusted EBITDA is calculated as EBITDA adjusted by items in non-GAAP adjusted net income, above, except for taxes, as taxes are already excluded from EBITDA.

The following table provides a reconciliation of net income (GAAP) to EBITDA (non-GAAP) and Adjusted EBITDA (non-GAAP) for the periods indicated:

Three Months Ended December 31, Years Ended December 31,
2025 2024 2025 2024
(in thousands)
Net income, a GAAP measure $ 32,032  $ 24,690  $ 107,593  $ 168,559 
Depreciation and amortization 20,353  17,550  79,191  62,735 
Interest expense, net 5,762  1,208  17,726  2,905 
Income tax expense 6,290  3,576  21,159  38,032 
EBITDA, a non-GAAP measure $ 64,437  $ 47,024  $ 225,669  $ 272,231 
Add: Memphis incentive fee1
—  —  6,105  — 
Profit sharing effect2
—  —  (519) — 
Adjusted EBITDA, a non-GAAP measure $ 64,437  $ 47,024  $ 231,255  $ 272,231 
Adjusted EBITDA margin 15.2  % 15.8  % 16.0  % 22.7  %
1The incentive fee relates to fees payable to our real estate broker associated with the acquisition of our Memphis, Tenn. plant for a percentage of the incentives awarded to us by various entities.
2Profit sharing effect of the Memphis incentive fee in the respective period.

Non-GAAP Adjusted Selling, General and Administrative Expenses

The following table provides a reconciliation of selling, general and administrative expenses (GAAP) to adjusted selling, general and administrative expenses (non-GAAP) for the periods indicated:

Q1 2024 Q2 2024 Q3 2024 Q4 2024 2024
(in thousands)
Non-GAAP Adjusted Selling, General and Administrative Expenses
SG&A, a GAAP measure $ 45,288  $ 45,895  $ 48,637  $ 48,194  $ 188,014 
Less: Memphis Incentive Fee1
—  —  —  —  — 
Profit Sharing effect2
—  —  —  —  — 
Non-GAAP adjusted SG&A expenses $ 45,288  $ 45,895  $ 48,637  $ 48,194  $ 188,014 
As a percent of sales 17.3  % 14.6  % 14.9  % 16.2  % 15.7  %
Q1 2025 Q2 2025 Q3 2025 Q4 2025 2025
(in thousands)
SG&A, a GAAP measure $ 51,293  $ 59,147  $ 63,230  65,810  239,480 
Less: Memphis Incentive Fee1
2,700  3,405  —  —  6,105 
Profit Sharing effect2
(230) (289) —  —  (519)
Non-GAAP adjusted SG&A expenses $ 48,823  $ 56,031  $ 63,230  $ 65,810  $ 233,894 
As a percent of sales 15.2  % 18.0  % 16.5  % 15.5  % 16.2  %
1The incentive fee relates to fees payable to our real estate broker associated with the acquisition of our Memphis, Tenn. plant for a percentage of the incentives awarded to us by various entities.
2Profit sharing effect of the Memphis incentive fee in the respective period.




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