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As a manufacturer through our Work Truck Attachments segment of snow and ice control equipment for light trucks and related parts and accessories, our sales depend primarily on the level, timing and location of snowfall in the regions in which we offer our products. A low level or lack of snowfall in any given year in any of the snow‑belt regions in North America (primarily the Midwest, East and Northeast regions of the United States as well as all provinces of Canada) will likely cause sales of our Work Truck Attachments snow and ice control products and a portion of our Work Truck Solutions products to decline in such year as well as the subsequent year, which in turn may adversely affect our results of operations and ability to generate cash flow. For example, our 2024 results were impacted by low snowfall in our core markets in the snow season ended March 31, 2024 leading to lower volumes, and our 2023 results were impacted by a significantly low amount of snowfall in the snow season ended March 31, 2023, where major cities along the I-95 corridor on the East Coast did not see any measurable snowfall. While snowfall was still below the 10-year average in the snow season ended March 31, 2025, it was improved from the prior snow season and so we experienced improved financial performance. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Seasonality and Year‑to‑Year Variability.” A sustained period of reduced snowfall events in one or more of the geographic regions in which we offer our products could cause our results of operations to decline and adversely affect our ability to generate cash flow. If unfavorable weather conditions are exacerbated by climate change or otherwise, our results of operations may be affected to a greater degree than we have previously experienced.

Because our Work Truck Attachments segment depends on the level, timing and location of snowfall, our results of operations vary from year‑to‑year. Additionally, because the annual snow season typically only runs from October 1 through March 31, our distributors typically purchase our Worksnow Truckand Attachmentsice control products during the second and third quarters. As a result, we operate in a seasonal business. We not only experience seasonality in our sales, but also experience seasonality in our working capital needs. Consequently, our results of operations and financial condition of our Work Truck Attachments segment can vary from year‑to‑year, as well as from quarter‑to‑quarter, which could affect our ability to generate cash flow. If we are unable to effectively manage the seasonality and year‑to‑year variability of our Work Truck Attachments segment, our results of operations, financial condition and ability to generate cash flow may be adversely affected.

Historically, demand for snow and ice control equipment for light and heavy duty truckstrucks, truck-mounted service cranes and dump hoists, as well as upfitted vehicles has been influenced by general economic conditions in the United States, as well as local economic conditions in the snow-belt regions in North America.

Weakened economic conditions and limited or reduced government spending may cause both our Work Truck Attachments and Work Truck Solutions end-users to delay purchases of replacement snow and ice control equipment and upfit vehicles and instead repair their existing equipment and vehicles, leading to a decrease in our sales of new equipment and upfitted vehicles. Weakened economic conditions and limited or reduced governmental spending may also cause our end-users to delay their purchases of new light and heavy duty trucks. Because our end-users tend to purchase new snow and ice control equipment concurrent with their purchase of new light or heavy duty trucks, their delay in purchasing new light or heavy duty trucks can also result in the deferral of their purchases of new snow and ice control equipment. The deferral of new equipment purchases during periods of weak economic conditions or limited or reduced government spending may negatively affect our results of operations, financial condition and ability to generate cash flow.

Weakened economic conditions or limited or reduced government spending may also cause both our Work Truck Attachments and Work Truck Solutions end-users to consider price more carefully in selecting new snow and ice control equipment and upfit vehicles, respectively. Historically, considerations of quality and service have outweighed considerations of price, but in a weak economy, or an environment of constrained government spending, price may become a more important factor. Any refocus away from quality in favor of cheaper equipment could cause end-users to shift away from our products to less expensive competitor products, or to shift away from our more profitable products to our less profitable products, which in turn would adversely affect our results of operations and our ability to generate cash flow.

Steel is a significant raw material used to manufacture our products. During 2025, our raw steel purchases were in amounts equivalent to approximately 6.1% of our revenue. During 2024, our raw steel purchases were in amounts equivalent to approximately 7%6.5% of our revenue. During 2023, our raw steel purchases were in amounts equivalent to approximately 10%10.0% of our revenue. During 2022, our raw steel purchases were in amounts equivalent to approximately 13% of our revenue. Steel purchases as a percentage of revenue were lower in the year ended December 31, 2024 due to lower steel prices, lower production at Work Truck Attachments related to lower volume, as well as higher sales dollars at Work Truck Solutions. The steel industry is highly cyclical in nature, and steel prices have been volatile in recent years and may remain volatile in the future. Steel prices are influenced by numerous factors beyond our control, including general economic conditions domestically and internationally, the availability of raw materials, competition, labor costs, freight and transportation costs, production costs, tariffs and other trade restrictions. Steel prices are volatile and may also increase as a result of increased demand from the automobile and consumer durable sectors. If the price of steel increases, our variable costs may increase. We may not be able to mitigate these increased costs through the implementation of permanent price increases or temporary invoice surcharges, especially if economic conditions are weak and our distributors and end‑users become more price sensitive. If we are unable to successfully mitigate such cost increases in the future, our gross margins could decline. On December 17, 2024, we entered into a steel hedging agreement to reduce our exposure to commodity price swings. The steel hedging instrument hashad a notional quantity of 3,000 short tons, and iswas effective for the period August 1, 2025 through December 31, 2025, which we expectbelieve to bewas slightly less than half of our exposure during the effective period. Under the steel hedge agreement, we will makemade fixed payments of $819 per short ton for the Steel Hot Rolled Coil (HRC) commodity. The steel hedging instrument is accounted for as a cash flow hedge.

There is a growing consensus that greenhouse gas emissions are linked to global climate changes. Climate changes, such as extreme weather conditions, may create financial risk to our business. For example, the demand for our products and services may be affected by unseasonable weather conditions, which was the case for our Work Truck Attachments segment during the snow seasons ended March 31, 2024 and 2023, where snowfall levels came in significantly below average. While snowfall was still below average in the snow season ended March 31, 2025, it was improved from the prior snow season and so we experienced improved financial performance. Climate changes could also disrupt our operations by impacting the availability and cost of materials needed for manufacturing and could increase insurance and other operating costs. We could also face indirect financial risks passed through the supply chain, and process disruptions due to climate changes could result in price modifications for our products and the resources needed to produce them.

Furthermore, customer, investor, and employee expectations in areas such as the environment, social matters and corporate governance (ESG) have been rapidly evolving. Specifically, certain customers are requiring information on our environmental sustainability plans and commitments, which we have not yet released publicly as of the date of this filing. In furtherance of our commitment to ESG matters, in 2025 we published our second ESG IMPACT Report, which is available on our website, www.douglasdynamics.com, to state our commitments and values in respect of a range of ESG topics and report our progress on certain related initiatives. We intend to update and augment this report on a periodic basis, and anticipate publishing our 2025 data in 2026. There can be no assurance of the extent to which any of our future plans or commitments will be achieved, or that any investments we make in furtherance of achieving any such plans, targets, goals or other commitments will meet customer, investor, employee or other stakeholder expectations and desires or any legal standards regarding sustainability performance.

We purchase certain components essential to our snowplows andsnowplows, sand and salt spreadersspreaders, truck-mounted service cranes and dump hoists from outside suppliers, including off‑shore sources. We also have OEM partners that supply truck chassis used in our truck upfitting operations. Most of our key supply arrangements can be discontinued at any time. A supplier may encounter delays in the production and delivery of such products and components or may supply us with products and components that do not meet our quality, quantity or cost requirements. In addition, as was the case in 2024, 2023, and 2022, an OEM may encounter difficulties and may be unable to deliver truck chassis according to our production needs, including as a result of computer chip shortages, labor strikes or otherwise, which may result in the deferral of sales to future periods. Additionally, a supplier may be forced to discontinue operations. Any discontinuation or interruption in the availability of quality products, components or truck chassis from one or more of our suppliers may result in increased production costs, delays in the delivery of our products and lost end‑user sales, which could have an adverse effect on our business and financial condition.

We are heavily dependent on our senior management team.team and employees. If we are unable to retain, attract, and motivate qualified employees, it may adversely affect our business.

Our continued success depends on the retention, recruitment and continued contributions of key management, finance, sales and marketing personnel, some of whom could be difficult to replace. Our success is largely dependent upon our senior management team. The loss of any one or more of such persons could have an adverse effect on our business and financial condition. Our ability to implement our business plan is dependent on our retaining, hiring, and training a large number of qualified employees every year. Our results of operations could be adversely affected by increased costs due to higher competition for employees, higher employee turnover, or increased employee benefit costs, which could be heightened as a result of adjustments to workforce levels in response to varying levels of demand. Effective JulyMarch 8,3, 2024,2025, RobertMark McCormickVan retiredGenderen aswas ourelected the Company's President and Chief Executive Officer, replacing James Janik, the Company's Interim President and Chief Executive Officer. Effective JulyFebruary 8,28, 2024,2025, JamesChristopher JanikE. Bernauer was elected asthe ourCompany's InterimPresident, PresidentWork andTruck Chief Executive Officer.Attachments.

Our end‑user base in our Work Truck Attachments segment is highly concentrated among professionalsnow snowplowers,and ice mitigation professionals, who comprise over 50% of our end-users, many of whom are individual landscapers who remove snow during the winter and landscape during the rest of the year, rather than large, well‑capitalized corporations. These end‑users often depend upon credit to purchase our Worksnow Truckand Attachmentsice control products. If credit is unavailable on favorable terms or at all, then these end‑users may not be able to purchase our Worksnow Truckand Attachmentsice control products from our distributors, which would in turn reduce sales and adversely affect our results of operations and ability to generate cash flow.

In our Work Truck Attachments segment, we primarily compete with regional manufacturers of snow and ice control equipment and for light trucks.trucks and manufacturers of truck-mounted service cranes and dump hoists. While we are the most geographically diverse company in our industry, we may face increasing competition in the markets in which we operate. Additionally, in our Work Truck Solutions segment, we compete with other market leaders in the municipal snow and ice manufacturing and truck upfit industries. In saturated markets, price competition may lead to a decrease in our market share or a compression of our margins, both of which would affect our profitability. Moreover, current or future competitors may grow their market share and develop superior service and may have or may develop greater financial resources, lower costs, superior technology or more favorable operating conditions than we maintain. As a result, competitive pressures we face may cause price reductions for our products, which would affect our profitability or result in decreased sales and operating income. Additionally, saturation of the markets in which we compete or channel conflicts among our brands and shifts in consumer preferences may increase these competitive pressures or may result in increased competition among our distributors and affect our sales and profitability. In addition, price competition among the distributors that sell our products could lead to significant margin erosion among our distributors, which could in turn result in compressed margins or loss of market share for us. Management believes that, after ourselves, the next largest competitors in the market for snow and ice control equipment for light trucks are The Toro Company (the manufacturer of the Boss brand of snow and ice control equipment) and Buyers Products Company, and that these companies represent our primary competitors for light truck market share for our Work Truck Attachments segment. Management believes that, after ourselves, the next largest competitors in the market for snow and ice control equipment for heavy trucks are Monroe and Viking and that these companies represent our primary competitors for heavy truck market share for our Work Truck Solutions segment. Management believes that other regionalnational market leaders in the truck upfitting industry are Knapheide, Reading, Palfleetand Utilimaster, and Autotruck,regional competitors include Hartford Truck and PJ’s Truck Bodies, and that these companies represent our primary competitors for the upfit market share for our Work Truck Solutions segment.

Information contained in this Annual Report on Form 10‑K concerning the snow and ice control equipmentequipment, truck equipment, and truck upfitting industries, our general expectations concerning these industries and our market positions and other market share data regarding the industries are based on estimates our management prepared using end‑user surveys, anecdotal data from our distributors and distributors that carry our competitors’ products, our results of operations and management’s past experience, and on assumptions made, based on our management’s knowledge of this industry, all of which we believe to be reasonable. These estimates and assumptions are inherently subject to uncertainties, especially given the year‑to‑year variability of snowfall and the difficulty of obtaining precise information about our competitors, and may prove to be inaccurate. In addition, we have not independently verified the information from any third‑party source and thus cannot guarantee its accuracy or completeness, although management also believes such information to be reasonable. Our actual operating results may vary significantly if our estimates and outlook concerning the industry, snowfall patterns, our market positions or our market shares turn out to be incorrect.

The process of implementing an ERP system at Dejana could adversely impact our ability to produce timely financial statements or our internal control over financial reporting.

We are currently in the process of an enterprise resource planning ("ERP") implementation at several of our Dejana Truck & Utility Equipment Company, LLC subsidiary,businesses, which will replace their current system. We may not be able to successfully implement the ERP system without delays related to resource constraints or challenges with the design or testing phases of the implementation. Inefficiencies in our financial reporting processes due to the conversion to a new ERP system could adversely affect our ability to produce accurate financial statements on a timely basis until the new ERP system and processes have matured. Additionally, the effectiveness of our internal control over financial reporting could be adversely affected if the new ERP system is not successfully implemented.

In November 2025, we acquired Venco Venturo. We may not be able to achieve the projected financial performance from the acquisition or we may incur unexpected costs or liabilities as a result of the transaction. If in the future we acquire another company or its assets, it may be difficult to assimilate the acquired businesses, products, services, technologies and personnel into our operations. These difficulties could disrupt our ongoing business, distract our management and workforce, increase our expenses and adversely affect our operating results and ability to compete and gain market share. Mergers and acquisitions are inherently risky and are subject to many factors outside our control. No assurance can be given that any future acquisitions will be successful and will not materially adversely affect our business, operating results, or financial condition. In addition, we may incur debt or be required to issue equity securities to pay for future acquisitions or investments. The issuance of any equity securities could be dilutive to our stockholders. We also may need to make further investments to support any acquired company and may have difficulty identifying and acquiring appropriate resources. If we divest or otherwise exit certain portions of our business in connection with a strategic transaction, we may be required to record additional expenses, and our estimates with respect to the useful life and ultimate recoverability of our carrying basis of assets, including goodwill and purchased intangible assets, could change.

We rely on a combination of patents, trade secrets and trademarks to protect certain of the proprietary aspects of our business and technology. We hold approximately 4546 U.S. registered trademarks (including the trademarks WESTERN®, FISHER®, DEJANA®, SNOWEX®, TURFEX®, SWEEPEX®, HENDERSON®, BRINEXTREME®, VENCO®, and BRINEXTREMEVENTURO®) 13 Canadian registered trademarks, 5 European trademarks, 7 Chinese trademarks, 5651 U.S. issued patents, and 7 Canadian patents. Although we work diligently to protect our intellectual property rights, monitoring the unauthorized use of our intellectual property is difficult, and the steps we have taken may not prevent unauthorized use by others. In addition, in the event a third party challenges the validity of our intellectual property rights, a court may determine that our intellectual property rights may not be valid or enforceable. An adverse determination with respect to our intellectual property rights may harm our business prospects and reputation. Third parties may design around our patents or may independently develop technology similar to our trade secrets. The failure to adequately build, maintain and enforce our intellectual property portfolio could impair the strength of our technology and our brands, and harm our competitive position. Although we have no reason to believe that our intellectual property rights are vulnerable, previously undiscovered intellectual property could be used to invalidate our rights.

We believe that our future success depends, in part, on our ability to develop on a timely basis new technologically advanced products or improve upon our existing products in innovative ways that meet or exceed our competitors’ product and upfit offerings. Continuous product innovation, including through vertical integration efforts, ensures that our consumers have access to the latest products and features when they consider buying snow and ice control equipmentequipment, truck-mounted service cranes, and truck upfits. Maintaining our market position will require us to continue to invest in research and development and sales and marketing. Product development requires significant financial, technological and other resources. We may be unsuccessful in making the technological advances necessary to develop new products or improve our existing products to maintain our market position. Industry standards, end‑user expectations or other products may emerge that could render one or more of our products less desirable or obsolete. If any of these events occur, it could cause decreases in sales, a failure to realize premium pricing and an adverse effect on our business and financial condition.

Our ability to comply with the covenants contained in our senior credit facilities or in the agreements governing our future indebtedness, and our ability to avoid liquidity events, may be affected by events, or our future performance, which are subject to factors beyond our control, including prevailing economic, financial, industry and weather conditions, such as the level, timing and location of snowfall and general economic conditions in the snowbelt regions of North America. On January 29, 2024, we amended our credit facility to provide greater financial flexibility by increasing the leverage ratio covenant at December 31, 2023 through June 30, 2024. A failure to comply with these covenants could result in a default under our senior credit facilities, which could prevent us from paying dividends, repurchasing equity, borrowing additional amounts and using proceeds of our inventory and accounts receivable, and also permit the lenders to accelerate the payment of such debt. If any of our debt is accelerated or if a liquidity event (or event of default) occurs that results in collateral proceeds being applied to reduce such debt, we may not have sufficient funds available to repay such debt and our other obligations, in which case, our business could be halted and such lenders could proceed against any collateral securing that debt. Further, if the lenders accelerate the payment of the indebtedness under our senior credit facilities, our assets may not be sufficient to repay in full the indebtedness under our senior credit facilities and our other indebtedness, if any. We cannot assure you that these covenants will not adversely affect our ability to finance our future operations or capital needs to pursue available business opportunities or react to changes in our business and the industry in which we operate.

Work Truck Attachments. The Work Truck Attachments segment includes our operations that manufacture and sell snow and ice control attachments and other products sold under the FISHER®, WESTERN®, and SNOWEX® brands, asand welltruck-mounted asservice ourcranes verticallyand integrateddump products.hoists under the VENCO® and VENTURO® brands. As described under “Seasonality and Year-To- Year Variability,” the Work Truck Attachments segment is seasonal and, as a result, its results of operations can vary from quarter-to-quarter and from year-to-year.

As a result of recent market volatility, supply chain disruptions, labor strikes, labor shortages, tariffs, inflationary pressures (including around materials, freight, labor and benefits), and other economic trends, our results of operations have been impacted in the years ended December 31, 2024,2025, 20232024 and 2022,2023, and may be significantly impacted in future years. See below for further discussion of the impact to our financial statements.

We may have challenges in short-term liquidity that could impact our ability to fund working capital needs. We have taken various steps to preserve liquidity, including reducing discretionary spending and deferring payments where appropriate within existing contractual terms, while remaining committed to long term growth projects. In January 2024, we implemented the 2024 Cost Savings Program, which iswas primarily in the form of restructuring charges for salaried headcount reductions and impacted both the Work Truck Attachments segment and corporate functions.functions in 2024. See Note 21 to the Consolidated Financial Statements for additional information regarding the 2024 Cost Savings Program. In addition, as discussed under the section "Liquidity and Capital Resources" below, in January 2023, we expanded the borrowing capacity of our revolving credit facility, and in January 2024, we amended our Credit Agreement to increase the minimum required leverage ratio from December 31, 2023 through June 30, 2024. As discussed in Note 6 and Note 8 to the Consolidated Financial Statements, in September 2024, we executed a sale leaseback transaction for gross proceeds of $64.2 million, and, using a portion of the proceeds, we paid down $42.0 million on our term loan. In addition, as discussed in Note 8 to the Consolidated Financial Statements, in March 2025, we refinanced our term loan. In consideration of these recent macroeconomic trends and the various actions that we have taken to preserve our liquidity, cash on hand and cash we generated from operations, as well as available credit under our senior credit facilities as amended during 2021,facilities, provided adequate and incremental funds throughout 2024,2025, and we expect will continue to provide us with adequate funds in the foreseeable future.

While our Work Truck Solutions operations are not as reliant on snowfall, snowfall is still the primary factor in evaluating our business results due to its significant impact on the results of operations of our Work Truck Attachments segment. We typically compare the snowfall level in a given period both to the snowfall level in the prior season and to those snowfall levels we consider to be average. References to “average snowfall” levels below refer to the aggregate average inches of snowfall recorded in 66 cities in 26 snow‑belt states in the United States during the annual snow season, from October 1 through March 31, from 1980 to 2024.2025 (covering 66 cities and 26 states through 2022, and 81 cities and 35 states since 2023). During this period, snowfall averaged 2,9782,967 inches, with the low in such period being 1,794 inches and the high being 4,502 inches. Meanwhile, over the last 10 years, snowfall averaged 2,7382,623 inches for the snow periods ending March 31, 20152016 through 2024.2025. The lowest rolling ten-year period occurred with the snow season ended March 31, 2025.

During the six‑month snow season ended March 31, 2025, snowfall was 2,445 inches, which was 17.6% lower than averages from 1980 to 2025. During the six‑month snow season ended March 31, 2024, we experienced snowfall was 1,836 inches, whichthat was 38.4% lower than averages from 1980 to 2024. During the six‑monthsix-month snow season ended March 31, 2023, we experienced snowfall that was 11.4% lower than averages from 1980 to 2023. During the six-month snow season ended March 31, 2022, we experienced snowfall that was 13.3% lower than averages from 1980 to 2022. Snowfall was 32.9%6.8% below average during the snow season ended March 31, 20242025 when compared to the average over the last 10 years and was the sixthseventh snow season in a row below this average. Snowfall was 11.0%32.9% below average during the snow season ended March 31, 20232024 when compared to the average over the previous 10 years. Additionally, the timing and location of snowfall can have an impact on our financial results. Specifically, in the snow season ended March 31, 2024, low snowfall in our core markets led to lower volumes, and in the snow season ended March 31, 2023, major cities along the I-95 corridor on the East Coast did not see any measurable snowfall. We believe the below-average snowfall in the years ended December 31, 20242025 and 20232024 negatively impacted our business. In 20222023 and 2023,2024, we encountered chassis availability issues with certain of our OEM partners, which negatively impacted our business.

Net Sales. Net sales were $568.5$656.1 million for the year ended December 31, 20242025 compared to $568.2$568.5 million in 2023,2024, an increase of $0.3$87.6 million, or 0.1%.15.4%. Net sales increased for the year ended December 31, 20242025 primarily due to higher volumes at Work Truck Solutions, somewhatas offsetwell byas low snowfall in our core markets leading to lowerhigher volumes at Work Truck Attachments related to strong snowfall in 2024.the fourth quarter of 2025. See below for a discussion of net sales for each of our segments.

Net sales at our Work Truck Attachment segment were $256.0$295.7 million for the year ended December 31, 20242025 compared to $291.7$256.0 million in the year ended December 31, 2023,2024, aan decreaseincrease of $35.7$39.7 million primarily due to lowimproved snowfall in our core markets,markets asleading wellto ashigher volumes in 2025, and price increase realization. In 2024, the impact of multiple years of below average snowfall,snowfall leadingled to lower volumes inthat 2024.year. The mostfull recentsnow season ended March 2025 was approximately 6.8% below the 10-year average, while the snow season ended March 2024 was approximately 32.9%39% below the 10-year average.

Net sales at our Work Truck Solutions segment were $312.5$360.3 million for the year ended December 31, 20242025 compared to $276.5$312.5 million in the year ended December 31, 2023,2024, an increase of $36.0$47.8 million due primarily as a result of higher volumesmunicipal onvolumes, improved throughput, price increase realization, as well as higher sales of Company-purchased chassis.

Cost of Sales. Cost of sales was $421.7$481.4 million for the year ended December 31, 20242025 compared to $433.9$421.7 million in 2023,2024, aan decreaseincrease of $12.2$59.7 million, or 2.8%.14.2%. The decreaseincrease in cost of sales for the year ended December 31, 20242025 compared to the prior year was driven by the lowerhigher volumes at Work Truck Attachments.volumes. Cost of sales as a percentage of net sales decreased from 76.4% for the year ended December 31, 2023 to 74.2% for the year ended December 31, 2024.2024 to 73.4% for the year ended December 31, 2025. The decrease in cost of sales as a percentage of sales in the year ended December 31, 20242025 when compared to the year ended December 31, 20232024 was primarily due to lower spending in conjunction with our 2024 Cost Savings Program, as well as improved throughput at Work Truck Solutions.

Selling, General and Administrative Expense. Selling, general and administrative expenses, including intangible asset amortization, were $101.1 million for the year ended December 31, 2025 compared to $99.2 million for the year ended December 31, 2024 compared to $89.4 million for the year ended December 31, 2023,2024, an increase of $9.8$1.9 million, or 11.0%.1.9%. The increase compared to the year ended December 31, 20232024 was due to higher incentive-based compensation of $6.5 million and higher stock based compensation of $1.9 million resulting from the increase in operating performance, as well as higher acquisition-related expenses of $1.4 million related to the Venco Venturo acquisition. The increase was somewhat offset by a decrease of $5.2 million in transaction costs related to the sale leaseback transaction, higher stock based compensation of $3.9 million and incentive-based compensation of $1.8 million resulting from the increasetransaction in operating2024, performance,a decrease of $1.4 million in CEO transition costs, an increase in employee benefits costs of $1.0 million, and ana increasedecrease in severance costs of $0.9 million related to salaried headcount reductions at our Work Truck Attachments segment and our corporate function as part of our 2024 Cost Savings Program. The increase was somewhat offset by lower intangibles amortization of $3.0 million related to an asset becoming fully amortized when compared to the prior year, lower advertising expenses of $0.8 million, as well as other cost savings related to our 2024 Cost Savings Program. As a percentage of net sales, selling, general and administrative expenses, including intangibles amortization, increaseddecreased from 15.7%17.4% for the year ended December 31, 20232024 to 17.4%15.4% for the corresponding period in 2024.2025.

Impairment Charges. Impairment charges were $1.2 million$0.0 in the year ended December 31, 20242025 compared to $0.0$1.2 million in the prior year. The impairment charges in 2024 relate to certain internally developed software at our Work Truck Attachments segment and represent the full capitalized value of the software.

Gain on Sale Leaseback Transaction. Gain on sale leaseback transaction was $42.3 million in the year ended December 31, 2024 compared to $0.0 millionnone in the priorcurrent year, see Note 6 to the Consolidated Financial Statements for additional information on the sale leaseback transaction.

Interest Expense. Interest expense was $15.3$12.1 million for the year ended December 31, 20242025 compared to $15.7$15.3 million in the corresponding period in 2023.2024. The decrease in interest expense for the year ended December 31, 20242025 was primarily due to lower interest on our revolver of $0.9 million due to having lower revolver borrowings compared to the prior year. In addition, the decrease was due to lower interest on our term loan of $0.5$2.3 million related toand lower interest rates,on asour well as lower debt as a resultrevolver of a$2.0 $42.0 million prepayment made in September 2024. See Note 8 to the Consolidated Financial Statements for additional information. The decrease in interest expense wasmillion, somewhat offset by an increase in interest on ourhigher floor plan agreement,interest seeof $1.4 million. See Note 54 to the Consolidated Financial Statements for additional information regarding the floor plan agreement.

Income Tax Expense. Our effective combined federal and state tax rate for 20242025 was 24.0%23.8% compared to 18.9%24.0% for 2023.2024. The effective tax rate for the year ended December 31, 20232025 was favorably impacted by athe release of certain valuation allowances, as well as lower reserves for uncertain tax benefit related to the purchase of investment tax credits included in the annual effective tax rate. In addition, the rate was lower in 2023 related to higher credits that favorably impacted the rate.positions.

Net Income. Net income for the year ended December 31, 20242025 was $56.2$46.9 million compared to net income of $23.7$56.2 million for 2023,2024, ana increasedecrease of $32.5$9.3 million. This increasedecrease was driven by the factors described above.

The Work Truck Solutions segment primarily participates in the truck and vehicle upfitting industry in the United States. Customers are billed separately for the truck chassis by the chassis manufacturer. WeWhen customers are billed separately for the truck chassis by the chassis manufacturer, we only record sales for the amount of the upfit, excluding the truck chassis. Generally, we obtain the truck chassis from the truck chassis manufacturer through either our floor plan agreement with a financial institution or bailment pool agreement with the truck chassis manufacturer. Additionally, in some instances we upfit chassis which are owned by the end customer. For truck chassis acquired through the floor plan agreement, we hold title to the vehicle from the time the chassis is received by us until the completion of the up-fit. Under the bailment pool agreement, we do not take title to the truck chassis, but rather only hold the truck chassis on consignment. We pay interest on both of these arrangements. We record revenue in the same manner net of the value of the truck chassis in both our floor plan and bailment pool agreements. We do not set the price for the truck chassis, are not responsible for the billing of the chassis and do not have inventory risk in either the bailment pool or floor plan agreements. The Work Truck Solutions segment also has manufacturing operations of municipal snow and ice control equipment, where revenue is recognized upon shipment of equipment to the customer.

Revenues from the sales of the Work Truck Solutions products are recognized net of the truck chassis in cases where customers are billed separately for the truck chassis by the chassis manufacturer, with the selling price to the customer recorded as sales and the manufacturing and up-fit cost of the product recorded as cost of sales. In these cases, we act as an agent as we do not have inventory or pricing control over the truck chassis. Within the Work Truck Solutions segment, we also sell certain third-party products for which we act as an agent. These sales do not meet the criteria for gross sales recognition, and thus are recognized on a net basis at the time of sale. Under net sales recognition, the cost paid to the third-party service provider is recorded as a reduction to sales, resulting in net sales being equal to the gross profit on the transaction.

We perform an annual impairment test for our indefinite lived intangible assets, and more frequently if an event or circumstances indicate that an impairment loss has been incurred. We carry tradenames associated with certain brands within each of our reporting units. Conditions that would trigger an impairment assessment include, but are not limited to, a significant adverse change in legal factors or business climate that could affect the value of an asset. The amount of impairment is determined by the amount the carrying value of the intangible asset exceeds its fair value. If the fair value of the tradename is greater than the carrying amount, there is no impairment. If the carrying amount is greater than the fair value, an impairment loss is recognized equal to the difference. Annual impairment tests conducted by us on October 1, 2025, December 31, 2024, 20232024 and 2022December 31, 2023 resulted in no adjustment to the carrying value of our indefinite lived intangible assets.

At DecemberOctober 31,1, 2024,2025, our Dejana reporting unit had a tradename of $14.0 million and an estimated fair value of $17.6$18.7 million. If we are unable to attain the financial projections used in calculating the fair value, or if there are significant market conditions impacting the market approach, including the factors noted above, our Dejana tradename could be at risk of impairment. If we experience delays by our supplier and OEM partners in the production and delivery of chassis for a prolonged period of time, which could negatively affect our financial results, the Dejana tradename may be impaired. The discount rate and royalty rate used in the calculation of the fair value are sensitive and based on our assumptions, and changes to those assumptions could cause the Dejana tradename to be at risk of impairment. There were no indicators of impairment subsequent to the DecemberOctober 31,1, 20242025 impairment test.

We perform an annual impairment test for goodwill and more frequently if an event or circumstances indicate that an impairment loss has been incurred. Conditions that would trigger an impairment assessment include, but are not limited to, a significant adverse change in legal factors or business climate that could affect the value of an asset. The amount of goodwill impairment is determined by the amount the carrying value of the reporting unit exceeds its fair value. We have determined we have threefour reporting units, and all significant decisions are made on a company-wide basis by our chief operating decision maker. The fair value of the reporting unit is estimated by using an income and market approach. The estimated fair value is compared with our aggregate carrying value. If our fair value is greater than the carrying amount, there is no impairment. If our carrying amount is greater than the fair value, an impairment loss is recognized equal to the difference. In 2025, management changed the date of its annual goodwill impairment testing from December 31 to October 1, which is considered a change in accounting principle. As the testing dates fall within the same quarter, goodwill is not at significant risk of impairment, and the change in date is not anticipated to have a material impact on the impairment testing results, management concluded that the change in impairment testing date is preferrable. Annual impairment tests conducted by us on October 1, 2025 and December 31, 2024 and 2023 resulted in no adjustment to the carrying value of our goodwill.

The Work Truck Attachments segment consists of onetwo reporting unitunits: Commercial Snow & Ice.Ice and Venco Venturo. The impairment tests performed as of DecemberOctober 31,1, 20232025 and December 31, 2024 indicated no impairment for the Commercial Snow & Ice reporting unit. The goodwill related to the Venco Venturo reporting unit was established in November 2025 as part of the acquisition of Venco Venturo. Due to the timing of the acquisition, no impairment testing was performed on Venco Venturo goodwill. The Work Truck Solutions consists of two reporting units: Municipal and Dejana. Each of the Municipal and Dejana reporting units had $0 in goodwill at DecemberOctober 31,1, 20232025 and December 31, 2024.

Our primary uses of cash are to provide working capital, meet debt service requirements, finance capital expenditures,expenditures and investments in the business, pay dividends under our dividend policypolicy, repurchase shares of our common stock, and support our growth, including through potential acquisitions, and for other general corporate purposes. For a description of the seasonality of our working capital rates see “—Seasonality and Year‑To‑Year Variability.”

On February 16, 2022, our Board of Directors authorized the purchase of up to $50.0 million in shares of common stock at market value. This authorization does not have an expiration date. Repurchases under the program may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases depending on market conditions and corporate needs. We may also, from time to time, enter into Rule 10b5-1 trading plans to facilitate repurchases of its shares under this authorization. This program does not obligate us to acquire any particular amount of shares and the program may be extended, modified, suspended or discontinued at any time at our discretion. We made $0.0$6.0 million in share repurchases during the year ended December 31, 2024.2025. We made $0.0 million inno share repurchases during the year ended December 31, 2023.2024.

As of December 31, 2024,2025, we had liquidity comprised of approximately $5.1$8.3 million in cash and cash equivalents and borrowing availability of approximately $149.5$119.5 million under our revolving credit facility. We have taken various steps to preserve liquidity, including reducing discretionary spending and deferring payments where appropriate within existing contractual terms, while remaining committed to long-term growth projects. In January 2024, we implemented the 2024 Cost Savings Program, which iswas primarily in the form of restructuring charges for salaried headcount reductions and impacted both the Work Truck Attachments segment and corporate functions.functions in 2024. In addition, as discussed in Note 6 and Note 8 to the Consolidated Financial Statements, in September 2024, we executed a sale leaseback transaction for gross proceeds of $64.2 million, and, using a portion of the proceeds, we paid down $42.0 million on our term loan. In consideration of the ongoing macroeconomic factors facing the Company and the various actions we have taken to preserve our liquidity, we expect that cash on hand, cash generated from operations, as well as available credit under our senior credit facilities will provide adequate funds for the purposes described above for both 12 months from the date of this report, as well as beyond 12 months from the date of this report.

PursuantOn toMarch 26, 2025, the Company entered into an Amended and Restated Credit Agreement (the "Credit Agreement"), which amended and restated the Credit Agreement dated June 9, 2021 (as amended by Amendment No. 1, dated as of January 5, 2023, Amendment No. 2, dated as of July 11, 2023, and Amendment No. 3, dated as of January 29, 2024, the “Original Credit Agreement"). The Credit Agreement provides for a senior secured term loan to the Term Loan Borrower in the amount of $150.0 million and a senior secured revolving credit facility available to the Revolving Loan Borrowers in the amount of $125.0 million, of which $10.0 million is available in the form of letters of credit and $15.0 million is available for the issuance of short-term swingline loans. The Credit Agreement also allows the Borrowers to request increases to the revolving commitments and/or incremental term loans in an aggregate amount not in excess of $175.0 million, subject to specified terms and conditions. The final maturity date of the Credit Agreement is March 26, 2030. The Company applied the proceeds of the senior secured term loan facility under the Credit Agreement to refinance its existing senior secured term loan and revolving credit facilities under the Original Credit Agreement and for the payment of transaction consideration and expenses in connection with the Credit Agreement. The Company is required to pay a fee for unused amounts under the senior secured revolving facility in an amount ranging from 0.150% to 0.300% of the average daily unused portion of the senior secured revolving credit facility, depending on the Company's Leverage Ratio (as defined in the Credit Agreement). The Credit Agreement provides that the senior secured term loan facility will bear interest at (i) the Term SOFR Rate for the applicable interest period plus (ii) a margin ranging from 1.375% to 2.00%,2.000%, depending on DDIthe LLC’sCompany's Leverage Ratio. The Credit Agreement provides that the Revolving Loan BorrowersCompany have the option to select whether the senior secured revolving credit facility borrowings will bear interest at either (i)(a) the Term SOFR Rate for the applicable interest period plus (b) 0.10% plus (c) a margin ranging from 1.375% to 2.00%,2.000%, depending on DDIthe LLC’sCompany's s Leverage Ratio, or (ii) a margin ranging from 0.375% to 1.00%1.000% per annum, depending on DDIthe LLC’sCompany's Leverage Ratio, plus the greatest of (which if the following would be less than 1.00%, such rate shall be deemed to be 1.00%) (a) the Prime Rate (as defined in the Credit Agreement) in effect on such day, (b) the NYFRB Rate (as defined in the Credit Agreement) plus 0.50% and (c) the Term SOFR Rate for a one month interest period plus 0.10% (the “Adjusted Term SOFR Rate”).1%. If the Adjusted Term SOFR Rate for the applicable interest period is less than zero, such rate shall be deemed to be zero for purposes of calculating the foregoing interest rates in the Credit Agreement. The Credit Agreement permits the Company to take out loans of up to $1.0 million against its corporate-owned life insurance policies as included in Non-qualified benefit plan assets on the Consolidated Balance Sheets.

Net cash provided by operating activities increased $28.7$33.6 million from the year ended December 31, 20232024 to the year ended December 31, 2024.2025. The increase in cash provided by operating activities was due to a $45.3 million increase in net income adjusted for reconciling items, somewhat offset by $11.7 million in favorableunfavorable working capital changes and changes in operating assets and liabilities in the year ended December 31, 2024, somewhat offset by a $16.6 million decrease in net income adjusted for reconciling items.2025. The largest driverdrivers positivelynegatively impacting working capital was a decrease in cash used in accounts payable related to the timing of supplier payments, as well as a decrease in income tax receivable,were an increase in accrued wages, benefits and incentives, and a decrease in cash used for inventory related reducedto higher chassis inventory levels in 2024.2025, as well as an increase in cash used related to contractually required improvements on the properties under the sale leaseback transaction.

Net cash providedused byin investing activities increased $67.3$94.3 million for the year ended December 31, 2024,2025, compared to the corresponding period in 20232024 due to gross proceeds on the sale leaseback transaction of $64.2 million,million in 2024, the acquisition of Venco Venturo for $26.3 million in 2025, as well as aan decreaseincrease in capital expenditures.

Net cash used in financing activities increaseddecreased $118.5$82.9 million for the year ended December 31, 20242025 as compared to the corresponding period in 2023.2024. The increasedecrease in cash used was primarily due to having $0.0$5.0 million in revolver borrowings outstanding at December 31, 2024,2025, compared to no outstanding borrowings at December 31, 2024 and $47.0 million outstanding at December 31, 2023. See Note 8 to the Consolidated Financial Statements for additional information. In addition, theThis increase in cash provided was somewhat offset by there being $6.0 million in share repurchases in the year ended December 31, 2025, with no repurchases in the corresponding period in the prior year. In addition, the decrease in cash used inby financing activities is related to a $42.0 million voluntary pre-payment of debt amortization principal payments in September 2024 using a portion of the proceeds from the sale leaseback transaction, in comparison to a $10.0 million repayment of long-term debt related to a voluntary pre-payment of debt amortization principal payments in 2023, see Note 8 to the Consolidated Financial Statements for additional information.transaction.

Adjusted EBITDA represents net income (loss) before interest, taxes, depreciation and amortization, as further adjusted for certain charges consisting of unrelated legal and consulting fees, stock based compensation, severance, restructuring charges, loss on disposal of fixed assets related to facility relocations, certainwrite non-cashdowns purchaseof accountingproperty, expenses,plant and equipment, impairment charges, CEO transition costs, insurance proceeds, gain on sale leaseback transaction and related costs, expenses related to debt modifications, loss on extinguishment of debt, acquisition-related expenses, amortization of inventory step-up related to the Venco Venturo acquisition, and in 20202021 throughand 2022, incremental costs related to the COVID-19 pandemic. Such COVID-19 related costs included increased expenses directly related to the pandemic, and did not include either production related overhead inefficiencies or lost or deferred sales. We believe these costs were out of the ordinary, unrelated to our business and not representative of our results. We use, and we believe our investors benefit from the presentation of Adjusted EBITDA in evaluating our operating performance because it provides us and our investors with additional tools to compare our operating performance on a consistent basis by removing the impact of certain items that management believes do not directly reflect our core operations. In addition, we believe that Adjusted EBITDA is useful to investors and other external users of our consolidated financial statements in evaluating our operating performance as compared to that of other companies, because it allows them to measure a company’s operating performance without regard to items such as interest expense, taxes, depreciation and amortization, which can vary substantially from company to company depending upon accounting methods and book value of assets and liabilities, capital structure and the method by which assets were acquired. Our management also uses Adjusted EBITDA for planning purposes, including the preparation of our annual operating budget and financial projections. Management also uses Adjusted EBITDA to evaluate our ability to make certain payments, including dividends, in compliance with our senior credit facilities, which is determined based on a calculation of “Consolidated Adjusted EBITDA” that is substantially similar to Adjusted EBITDA.

Adjusted EBITDA for the year ended December 31, 2025 was $97.9 million compared to $79.3 million in 2024, an increase of $18.6 million, or 23.5%. Adjusted EBITDA for the year ended December 31, 2024 was $79.3 million compared to $68.1 million in 2023, an increase of $11.2 million, or 16.4%. Adjusted EBITDA for the year ended December 31, 2023 was $68.1 million compared to $86.8 million in 2022, a decrease of $18.7 million, or 21.5%. In addition to the specific changes resulting from the adjustments, the changes to Adjusted EBITDA for the periods discussed resulted from factors discussed above under “—Results of Operations.”

The following table presents a reconciliation of net income (loss),income, the most comparable GAAP financial measure, to Adjusted EBITDA, for each of the periods indicated.

Adjusted EBITDA at our Work Truck Attachment segment was $48.5$56.2 million for the year ended December 31, 20242025 compared to $50.6$48.5 million in the year ended December 31, 2023,2024, aan decreaseincrease of $2.1$7.7 million primarily due to lowimproved snowfall in our core markets,markets asleading wellto ashigher volumes in 2025, and price increase realization. In 2024, the impact of multiple years of below average snowfall,snowfall leadingled to lower volumes inthat 2024.year. The mostfull recentsnow season ended March 2025 was approximately 6.8% below the 10-year average, while the snow season ended March 2024 was approximately 32.9%39% below the 10-year average.

Adjusted EBITDA at our Work Truck Solutions segment was $30.9$41.7 million for the year ended December 31, 20242025 compared to $17.6$30.9 million in the year ended December 31, 2023,2024, an increase of $13.3$10.8 million due to higher municipal volumes, improved volumes andthroughput, price increase realization, higher sales of Company-purchased chassis, as well as improved efficiencies.

Adjusted Net Income and Adjusted Earnings Per Share (calculated on a diluted basis) represents net income (loss) and earnings (loss) per share (as defined by GAAP), excluding the impact of unrelated legal and consulting fees, stock based compensation, severance, restructuring charges, loss on disposal of fixed assets related to facility relocations, non-cashwrite purchasedowns accountingof adjustments,property, certain charges related to unrelated legal feesplant and consultingequipment, fees,impairment charges, CEO transition costs, insurance proceeds, gain on sale leaseback transaction and related transaction costs, expenses related to debt modifications, loss on extinguishment of debt, acquisition-related expenses, amortization of inventory step-up related to the Venco Venturo acquisition, incremental costs incurred in 2020 through 2022 related to the COVID-19 pandemic,pandemic in 2021 and 2022, and adjustments on derivatives not classified as hedges, net of their income tax impact. Such COVID-19 related costs included increased expenses directly related to the pandemic, and did not include either production related overhead inefficiencies or lost or deferred sales. We believe these costs were out of the ordinary, unrelated to our business and not representative of our results. Adjustments on derivatives not classified as hedges are non-cash and are related to overall financial market conditions; therefore, management believes such costs are unrelated to our business and are not representative of our results. Management believes that Adjusted Net Income and Adjusted Earnings Per Share are useful in assessing our financial performance by eliminating expenses and income that are not reflective of the underlying business performance. We believe that the presentation of Adjusted Net Income for the periods presented allows investors to make meaningful comparisons of our operating performance between periods and to view our business from the same perspective as our management. Because the excluded items are not predictable or consistent, management does not consider them when evaluating our performance or when making decisions regarding allocation of resources.

Inflation in materials, freight and laborlabor, including as a result of tariffs, had a material impact on our profitability in 20232024 and 2024,2025, and we expect ongoing inflationary pressures may impact our profitability in 2025.2026. While we anticipate being able to fully cover this inflation by raising prices, there may be a timing difference of when we incur the increased costs and when we realize the higher prices in our backlog. In 20242025 and in previous years, we experienced significant increases in steel costs, but were able or expect to be able to mitigate the effects of these increases through both temporary and permanent steel surcharges; we expect, but cannot be certain, that we will be able to do the same going forward. See “Risk Factors— The price of steel, a commodity necessary to manufacture our products, is highly variable. If the price of steel increases, our gross margins could decline”.

While ourOur Work Truck Solutions segment has limitedless seasonality and variability,variability than our Commercial Snow & Ice reporting unit within our Work Truck Attachments segmentsegment, which is seasonal and also varies from year‑to‑year. Consequently, our Work Truck Attachments segment results of operations and financial condition vary from quarter‑to‑quarter and from year‑to‑year as well. In addition, because of this seasonality and variability, our Work Truck Attachments segment results of operations for any quarter may not be indicative of results of operations that may be achieved for a subsequent quarter or the full year, and may not be similar to results of operations experienced in prior years.

Sales of our Worksnow Truckand Attachmentsice segmentcontrol products are significantly impacted by the level, timing and location of snowfall, with sales in any given year and region most heavily influenced by snowfall levels in the prior snow season (which we consider to begin in October and end in March) in that region. This is due to the fact that end‑user demand for our Work Truck Attachments snow and ice control products is driven primarily by the condition of their snow and ice control equipment, and in the case of professional snowplowers, by their financial ability to purchase new or replacement snow and ice control equipment, both of which are significantly affected by snowfall levels. Heavy snowfall during a given winter causes usage of our Work Truck Attachments products to increase, resulting in greater wear and tear to our products and a shortening of their life cycles, thereby creating a need for replacement snow and ice control equipment and related parts and accessories. In addition, when there is a heavy snowfall in a given winter, the increased income our professional snowplowers generate from their professional snowplow activities provides them with increased purchasing power to purchase replacement snow and ice control equipment prior to the following winter. To a lesser extent, sales of our Work Truck Attachments snow and ice control products are influenced by the timing of snowfall in a given winter. Because an early snowfall can be viewed as a sign of a heavy upcoming snow season, our Work Truck Attachments segment’s end‑users may respond to an early snowfall by purchasing replacement snow and ice control equipment during the current season rather than delaying purchases until after the season is over when most purchases are typically made by end‑users.

We attempt to manage the seasonal impact of snowfall on our Work Truck Attachments segment revenues in part through our pre‑season sales program, which involves actively soliciting and encouraging pre‑season distributor orders in the second and third quarters by offering our distributors a combination of pricing, payment and freight incentives during this period. These pre‑season sales incentives encourage our distributors to re‑stock their inventory during the second and third quarters in anticipation of the peak fourth quarter retail sales period by offering favorable pre‑season pricing and payment deferral until the fourth quarter. As a result, we tend to generate our greatest volume of sales (an average of over two‑thirds over the last ten years) during the second and third quarters, providing us with manufacturing visibility for the remainder of the year. By contrast, our revenue and operating results tend to be lowest during the first quarter as management believes our end‑users prefer to wait until the beginning of a snow season to purchase new equipment and as our distributors sell off inventory and wait for our pre‑season sales incentive period to re‑stock inventory. Fourth quarter sales vary from year‑to‑year as they are primarily driven by the level, timing and location of snowfall during the quarter. This is because typically most of our fourth quarter sales and shipments consist of re‑orders by distributors seeking to restock inventory to meet immediate customer needs caused by snowfall during the winter months.

While our Work Truck Attachments monthly working capital has averaged approximately $54.4$54.0 million from 20222023 to 2024,2025, because of the seasonality of our sales, we experience seasonality in our working capital needs as well. In the first quarter we require capital as we are generally required to build our inventory in anticipation of our second and third quarter sales seasons. During the second and third quarters, our working capital requirements rise as our accounts receivablesreceivable increase as a result of the sale and shipment of products ordered through our pre‑season sales program and we continue to build inventory. Working capital requirements peak towards the end of the third quarter (reaching an average peak of approximately $63.0$65.8 million over the prior three years) and then begin to decline through the fourth quarter through a reduction in accounts receivablesreceivable (as it is in the fourth quarter that we receive a majority of the payments for previously shipped products).

These asset management and profit focus strategies, among other management tools, allow us to adjust fixed overhead and selling, general and administrative expenditures to account for the year‑to‑year variability of our sales volumes. Management currently estimates that consolidated annual fixed overhead expenses generally range from approximately $65.0$75.0 million in low sales volume years to approximately $80.0$90.0 million in high sales volume years. Further, management currently estimates that consolidated annual sales,selling, general and administrative expenses other than amortization generally approximate $90.0$105.0 million, but can be reduced to approximately $80.0$90.0 million to maximize cash flow in low sales volume years, and can increase to approximately $100.0$115.0 million to maintain customer service and responsiveness in high sales volume years.

The following table sets forth, for the three and six months ended MarchJune 31,30, 2026 and 2025, the consolidated statements of operations of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In the table below and throughout this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” consolidated statements of operations data for the three and six months ended MarchJune 31,30, 2026 and 2025 have been derived from our unaudited consolidated financial statements. The information contained in the table below should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q.

The following table sets forth for the three and six months ended MarchJune 31,30, 2026 and 2025 the percentage of certain items in our Condensed Consolidated Statements of Operations and Comprehensive Income, relative to net sales:

Net sales were $137.8$214.6 million for the three months ended MarchJune 31,30, 2026 compared to $115.1$194.3 million in the three months ended MarchJune 31,30, 2025, an increase of $22.7$20.3 million, or 19.7%.10.4%. Net sales were $352.4 million for the six months ended June 30, 2026 compared to $309.4 million in the six months ended June 30, 2025, an increase of $43.0 million, or 13.9%. The increase in sales for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025 is a result of higher volumes at Work Truck Attachments related to improved snowfall levels. The increase in sales for the six months ended June 30, 2026 compared to the same period in 2025 is a result of higher volumes at Work Truck Attachments related to improved snowfall levels. See below for a discussion of net sales for each of our segments.

Net sales at our Work Truck Attachments segment were $60.9$129.3 million for the three months ended MarchJune 31,30, 2026 compared to $36.5$108.1 million in the three months ended MarchJune 31,30, 2025, an increase of $24.4$21.2 million. Net sales at our Work Truck Attachments segment were $190.2 million for the six months ended June 30, 2026 compared to $144.6 million in the six months ended June 30, 2025, an increase of $45.6 million. The increase in sales in the three and six months ended MarchJune 31,30, 2026 was due to higher equipment volumes and parts and accessories sales related to improved snowfall levels.levels, as well as the addition of sales from Venco Venturo, which was acquired on November 3, 2025. The most recent snow season ended March 2026 was approximately 26.0% above the 10-year average, compared to the prior snow season which saw snowfall 12.0% below the 10-year average.

Net sales at our Work Truck Solutions segment were $76.9$85.3 million for the three months ended MarchJune 31,30, 2026 compared to $78.6$86.2 million in the three months ended MarchJune 31,30, 2025, a decrease of $1.7$0.9 million. Net sales at our Work Truck Solutions segment were $162.2 million for the six months ended June 30, 2026 compared to $164.8 million in the six months ended June 30, 2025, a decrease of $2.6 million. The decrease in sales for the three and six months ended MarchJune 31,30, 2026 compared to the same periodperiods in 2025 was a result of lower commercial volumes and lower sales of Company-purchased chassis,volumes, somewhat offset by price increase realization.

Cost of sales was $100.0$147.9 million for the three months ended MarchJune 31,30, 2026 compared to $86.9$134.0 million for the three months ended MarchJune 31,30, 2025, an increase of $13.1$13.9 million or 15.1%.10.4%. Cost of sales was $247.9 million for the six months ended June 30, 2026 compared to $221.0 million for the six months ended June 30, 2025, an increase of $26.9 million or 12.2%. The increase in cost of sales for the three and six months ended MarchJune 31,30, 2026 compared to the same periodperiods in the prior year was driven by the higher volumes at our Work Truck Attachments segment. Cost of sales as a percentage of sales were 72.6%68.9% for the three months ended MarchJune 31,30, 2026, compared to 75.5%69.0% for the three months ended MarchJune 31,30, 2025, respectively. Cost of sales as a percentage of sales were 70.3% for the six months ended June 30, 2026, compared to 71.4% for the six months ended June 30, 2025, respectively. The decrease in cost of sales as a percentage of sales in the three and six months ended MarchJune 31,30, 2026 is related to segment mix, as Work Truck Attachments typically has higher gross margins than Work Truck Solutions.

Gross profit was $37.8$66.8 million for the three months ended MarchJune 31,30, 2026 compared to $28.1$60.3 million for the three months ended MarchJune 31,30, 2025, an increase of $9.7$6.5 million, or 34.5%.10.8%. Gross profit was $104.6 million for the six months ended June 30, 2026 compared to $88.4 million for the six months ended June 30, 2025, an increase of $16.2 million, or 18.3%. The change in gross profit is attributable to the changes in sales as discussed above under “—Net Sales.” As a percentage of net sales, gross profit increased from 24.5%31.0% for the three months ended MarchJune 31,30, 2025 to 27.4%31.1% for the corresponding period in 2026. As a percentage of net sales, gross profit increased from 28.6% for the six months ended June 30, 2025 to 29.7% for the corresponding period in 2026. The reasons for the changes in gross profit as a percentage of net sales are the same as those relating to the changes in cost of sales as a percentage of sales discussed above under “—Cost of Sales.”

Selling, general and administrative expenses, including intangibles amortization, were $27.9$31.3 million for the three months ended MarchJune 31,30, 2026 compared to $24.9$23.3 million for the three months ended MarchJune 31,30, 2025, an increase of $3.0$8.0 million, or 12.0%.34.3%. Selling, general and administrative expenses, including intangibles amortization, were $59.2 million for the six months ended June 30, 2026 compared to $48.2 million for the six months ended June 30, 2025, an increase of $11.0 million, or 22.8%. The increase in the three months ended MarchJune 31,30, 2026 is related to higher incentive and stock-based compensation expense of $1.0$5.0 million, higher wages and salaries of $0.7 million related to increased headcount including the acquisition of Venco Venturo in November 2025, as well as increased rent costs and other discretionary spending. The increase in the six months ended June 30, 2026 is related to higher incentive and stock-based compensation expense of $6.0 million, higher wages and salaries of $1.3 million related to increased headcount including the acquisition of Venco Venturo in November 2025, as well as increased rent costs and other discretionary spending.

Debt modification expense was $0.2 million in the threesix months ended MarchJune 31,30, 2025. The debt modification expense in 2025 related to fees incurred in conjunction with the Company’s March 26, 2025 refinancing of its term loan and revolving credit facilities by virtue of entering into the Credit Agreement.

Loss on extinguishment of debt was $0.2 million in the threesix months ended MarchJune 31,30, 2025. The loss on extinguishment of debt in 2025 related to fees incurred in conjunction with the Company’s March 26, 2025 refinancing of its term loan and revolving credit facilities by virtue of entering into the Credit Agreement.

Interest expense was $2.1$2.3 million for the three months ended MarchJune 31,30, 2026, a decrease compared to the $2.4$3.0 million incurred in the same period in the prior year. Interest expense was $4.4 million for the six months ended June 30, 2026, a decrease compared to the $5.4 million incurred in the same period in the prior year. The decrease in interest expense for the three months ended MarchJune 31,30, 2026 was due to lower interest on our termfloor loanplan ofagreements. $0.2The milliondecrease andin interest expense for the six months ended June 30, 2026 was due to lower interest on our revolverfloor plan agreements of $0.1$0.6 million, as well as lower interest on our term loan of $0.3 million related to lower interest rates.

The Company’s effective tax rate was 19.2%24.7% and 69.8%24.0% for the three months ended MarchJune 31,30, 2026 and 2025, respectively. The Company’s effective tax rate was 23.7% and 24.6% for the six months ended June 30, 2026 and 2025, respectively. The effective tax rate for the three months ended MarchJune 31,30, 2026 was impactedgenerally byin aline discretewith taxthe benefitprior of $0.5 million related to tax from stock compensation.year. The effective tax rate for the threesix months ended MarchJune 31,30, 20252026 was impacted by having a discrete tax benefit related to tax from stock compensation of $0.5 million, compared to discrete tax expense of $0.2$0.1 million related to excess tax from stock compensation, and due to the low pre-tax income in the period,prior the rate was more significantly affected.year.

Net income for the three months ended MarchJune 31,30, 2026 was $6.4$25.4 million, compared to $0.1$26.0 million for the corresponding period in 2025, a decrease of $0.6 million. Net income for the six months ended June 30, 2026 was $31.8 million, compared to $26.1 million for the corresponding period in 2025, an increase of $6.3$5.7 million. The change in net income for the three and six months ended MarchJune 31,30, 2026 was driven by the factors described above under “— Net Sales,” “— Cost of Sales,” “— Selling, General and Administrative Expense,” “— Debt Modification Expense,” “— Loss on Extinguishment of Debt,” “— Interest Expense," and “— Income Taxes.” As a percentage of net sales, net income was 4.6%11.9% for the three months ended MarchJune 31,30, 2026 compared to 0.1%13.4% for the three months ended MarchJune 31,30, 2025. As a percentage of net sales, net income was 9.0% for the six months ended June 30, 2026 compared to 8.4% for the six months ended June 30, 2025.

Our primary uses of cash are to provide working capital, meet debt service requirements, finance capital expenditures, pay dividends under our dividend policy, repurchase shares of our common stock, and support our growth, including through potential acquisitions, and for other general corporate purposes. For a description of the seasonality of our working capital ratesneeds see “—Seasonality and Year-To-Year Variability.”

Our Board of Directors has adopted a dividend policy that reflects an intention to distribute to our stockholdersshareholders a regular quarterly cash dividend. The declaration and payment of these dividends to holders of our common stock is at the discretion of our Board of Directors and depends upon many factors, including our financial condition and earnings, legal requirements, taxes and other factors our Board of Directors may deem to be relevant. The terms of our indebtedness may also restrict us from paying cash dividends on our common stock under certain circumstances. As a result of this dividend policy, we may not have significant cash available to meet any large unanticipated liquidity requirements. As a result, we may not retain a sufficient amount of cash to fund our operations or to finance unanticipated capital expenditures or growth opportunities, including acquisitions. Our Board of Directors may, however, amend, revoke or suspend our dividend policy at any time and for any reason.

On February 16, 2022, our Board of Directors authorized the purchase of up to $50.0 million in shares of common stock at market value. This authorization does not have an expiration date. Repurchases under the program may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases depending on market conditions and corporate needs. We may also, from time to time, enter into Rule 10b5-1 trading plans to facilitate repurchases of our shares under this authorization. This program does not obligate us to acquire any particular amount of shares and the program may be extended, modified, suspended or discontinued at any time at our discretion. We repurchased approximately $3.0 million in shares during the three months ended MarchJune 31,30, 2026. We repurchased approximately $6.0 million in shares during the six months ended June 30, 2026.

As of MarchJune 31,30, 2026, we had $109.7$69.4 million of total liquidity, comprised of $5.2$1.9 million in cash and cash equivalents and $104.5$67.5 million of borrowing availability under our revolving credit facility, compared with total liquidity as of December 31, 2025 of approximately $127.8 million, comprised of approximately $8.3 million in cash and cash equivalents and borrowing availability of approximately $119.5 million under our revolving credit facility. The change in our total liquidity from December 31, 2025 is primarily due to the seasonality of our business. We have taken various steps to preserve liquidity, including reducing discretionary spending where appropriate and deferring payments where appropriate within existing contractual terms, while remaining committed to long term growth projects. We expect that cash on hand and cash we generate from operations, as well as available credit under our senior credit facilities, will provide adequate funds for the primary uses of cash we describe above for the foreseeable future. From time to time, we may seek additional funding through the issuance of debt or equity securities to provide additional liquidity to fund acquisitions aligned with our strategic priorities and for other general corporate purposes.

The following table shows our cash and cash equivalents, net accounts receivable and inventories at MarchJune 31,30, 2026, December 31, 2025 and MarchJune 31,30, 2025.

We had cash and cash equivalents of $5.2$1.9 million at MarchJune 31,30, 2026 compared to cash and cash equivalents of $8.3 million and $7.2$8.0 million at December 31, 2025 and MarchJune 31,30, 2025, respectively. The table below sets forth a summary of the significant sources and uses of cash for the periods presented.

Net cash used in operating activities decreasedincreased $0.3$12.5 million from the threesix months ended MarchJune 31,30, 2025 to the threesix months ended MarchJune 31,30, 2026. The decreaseincrease in cash used in operating activities was due to a $6.9 million increase in net income adjusted for reconciling items, somewhat offset by unfavorable changes in working capital and operating assets and liabilities of $6.5$23.6 million.million, somewhat offset by a $11.2 million increase in net income adjusted for reconciling items. The largest unfavorable changes in working capital and operating assets and liabilities was an increase in cash used in inventory due to increased demand and the timing of shipments, accounts payable related to the timing of supplier payments, somewhat offset by higher cash provided byand accounts receivable related to the timing of collections.

Net cash used in investing activities increased $1.9$3.1 million for the threesix months ended MarchJune 31,30, 2026 compared to the corresponding period in 2025 due to a higher level of capital expenditures, as well as the payment of the final working capital adjustment related to the Venco Venturo acquisition.

Net cash provided by financing activities decreasedincreased $3.6$6.3 million for the threesix months ended MarchJune 31,30, 2026 as compared to the corresponding period in 2025. TheThis decreaseincrease in cash provided was due to having higher net revolver borrowings in the six months ended June 30, 2026 compared to the prior year. The increase in cash provided was also related to there being $3.0 million in share repurchases in the three months ended March 31, 2026, with no repurchases in the corresponding period in the prior year, as well as net borrowings in the prior year related to the debt refinancing that occurred on March 26, 2025. This decrease in cash provided was somewhat offset by having higher net revolver borrowings in the three months ended March 31, 2026 compared to the prior year.

Free cash flow for the three months ended MarchJune 31,30, 2026 was ($4.2$28.3) million compared to ($3.5$14.3) million in the corresponding period in 2025, a decrease of $0.7$14.0 million. Free cash flow for the six months ended June 30, 2026 was ($32.5) million compared to ($17.8) million in the corresponding period in 2025, a decrease of $14.7 million. The decrease in free cash flow for the threesix months ended MarchJune 31,30, 2026 is primarily a result of lowerhigher cash used in operating activities of $0.3$12.5 million as discussed above under “Liquidity and Capital Resources.”

The following table presents a reconciliation of net income, the most comparable GAAP financial measure, to Adjusted EBITDA as well as the resulting calculation of Adjusted EBITDA for the three and six months ended MarchJune 31,30, 2026 and 2025:

The following table presents Adjusted EBITDA by segment for the three and six months ended MarchJune 31,30, 2026 and 2025.

Adjusted EBITDA at our Work Truck Attachments segment was $7.7$35.8 million for the three months ended MarchJune 31,30, 2026 compared to $0.3$31.6 million in the three months ended MarchJune 31,30, 2025, an increase of $7.4$4.2 million. Adjusted EBITDA at our Work Truck Attachments segment was $43.5 million for the six months ended June 30, 2026 compared to $31.9 million in the six months ended June 30, 2025, an increase of $11.6 million. The change in the three and six months ended MarchJune 31,30, 2026 was due to higher equipment volumes and parts and accessories sales related to improved snowfall levels. The most recent snow season ended March 2026 was approximately 26.0% above the 10-year average, compared to the prior snow season which saw snowfall 12.0% below the 10-year average.

Adjusted EBITDA at our Work Truck Solutions segment was $9.1$8.8 million for the three months ended MarchJune 31,30, 2026 compared to $9.1$11.0 million in the three months ended MarchJune 31,30, 2025.2025, a decrease of $2.2 million. Adjusted EBITDA at our Work Truck Solutions segment was $17.9 million for the six months ended June 30, 2026 compared to $20.2 million in the six months ended June 30, 2025, a decrease of $2.3 million. The change in the three and six months ended MarchJune 31,30, 2026 was due to pricelower increasecommercial realizationvolumes, and improved efficiencies, mostlysomewhat offset by lowerprice commercialincrease volumes and lower sales of Company-purchased chassis.realization.

Adjusted Net Income and Adjusted Earnings Per Share (calculated on a diluted basis) represents net income and earnings (loss) per share (as defined by GAAP), excluding the impact of stock-based compensation, severance, restructuring expenses, debt modification expense, loss on extinguishment of debt, acquisition-related expenses, amortization of inventory step-up related to the Venco Venturo acquisition, and certain charges related to unrelated legal fees and consulting fees. Management believes that Adjusted Net Income and Adjusted Earnings Per Share are useful in assessing the Company’s financial performance by eliminating expenses and income that are not reflective of the underlying business performance. We believe that the presentation of adjusted net income for the periods presented allows investors to make meaningful comparisons of our operating performance between periods and to view our business from the same perspective as our management. Because the excluded items are not predictable or consistent, management does not consider them when evaluating our performance or when making decisions regarding allocation of resources.

The following table presents a reconciliation of net income, the most comparable GAAP financial measure, to Adjusted net income as well as a reconciliation of diluted earnings per share, the most comparable GAAP financial measure, to Adjusted diluted earnings per share for the three and six months ended MarchJune 31,30, 2026 and 2025:

There have been no material changes to our future obligations and commitments in the three months ended MarchJune 31,30, 2026.

Inflation in materials, freight and labor, including as a result of tariffs and the war in Iran, had a material impact on our profitability in the three and six months ended MarchJune 31,30, 2026 and 2025 and we expect the impact of any tariffs enacted and any ongoing inflationary pressures may also impact our profitability in the remainder of 2026. While we anticipate being able to cover this inflation by raising prices, there may be a timing difference of when we incur the increased costs and when we realize the higher prices in our backlog. In prior years as a result of inflationary pressures due to tariffs, we experienced significant increases in steel costs, but were able to mitigate the effects of these increases through both temporary and permanent steel surcharges; we expect, but cannot be certain, that we will be able to do the same going forward.