SITE 10-K & 10-Q changes, risk factors and insider trading

We sell a significant portion of our products for landscaping activities associated with new residential and commercial construction sectors, which have experienced cyclical downturns in the past and may experience cyclical downturns in the future, some of which have been, or could in the future be, severe. The strength of these markets depends on, among other things, housing starts, consumer spending, non-residential construction spending activity and businesscommercial construction investment, which are a function of many factors beyond our control, including interest rates, employment levels, changesregulatory inpolicy thechanges, tax laws,geopolitics, availability of credit, geopolitics,and consumer confidence,confidence and capitaldemand. spending.Continued Weaknessweakness and/or downturns in residential and/or commercial construction markets could have a material adverse effect on our business, operating results, or financial condition.

Sales of landscape supplies to contractors serving the residential construction sector represent a significant portion of our business, and demand for our products is highly correlated with residential construction, including repairs and upgrades. Housing starts are dependent upon a number of factors, including housing demand, housing inventory levels, housing affordability and mortgage rates, foreclosure rates, demographic changes, the availability of land, local zoning and permitting processes, the availability of construction financing, and the overall health of the economy. Unfavorable changes in any of these factors could adversely affect consumer spending, result in decreased demand for homes, and adversely affect our business. InFor theexample, 2024we have experienced continued and 2023 Fiscal Years, we experienced apersistent softening of the residential construction sector, including in high growth markets across the Sunbelt, as a result of home price inflation and higher mortgage rates,rates which persisted throughduring the 2024past Fiscalseveral Yearfiscal despiteyears. a 50-basis point reduction in interest rates in September 2024These and twoother additionalunfavorable 25-basiseconomic pointconditions ratemay cutscontinue into thesuppress fourthresidential quarterconstruction ofactivity 2024.and Ifreduce demand for our products and, if the softening of this sector continues to persist, the timing and extent of any such reduction in homebuilding activity and the resulting impact on demand for landscape supplies are uncertain.

Our Net sales also depend, in significant part, on commercial construction, which is cyclical in nature and subject to downturns, which can be severe. Previously,These downturns in the commercial construction market have typicallyhistorically lasted about two to three years, resultingand generally result in market declines of approximately 20% to 40%. Current market conditions, including the impacts that, among others, inflation and higher interest rates for prolonged periods may continue to have on the timing or strength of the recovery of commercial construction activity in our markets cannot be predicted.

We also rely, in part, on repair and upgrade of existing landscapes. High unemployment levels, high mortgage delinquency and foreclosure rates, lower home prices, limited availability of mortgage and home improvement financing, and significantly lower housing turnover, may restrict consumer spending, particularly on discretionary items such as landscape projects, and adversely affect consumer confidence levels and result in reduced spending on repair and upgrade activities.

Our business is affected by general business, financial market,economic and economicfinancial market conditions, which could adversely affect our financial position, results of operations, and cash flows.

Our business and results of operations are significantly affected by general business, financial market,economic and economicfinancial market conditions. General business, financial market,economic and economicfinancial market conditions that could impact the level of activity in the wholesale landscape supply industry include the level of new home sales and construction activity, interest rate fluctuations, inflation,inflation and deflation, unemployment levels, geopolitics, tax rates, capital spending, bankruptcies, volatilityvolatility, inany bothgovernment the debt and equity capital markets, liquidity of the global financial markets,shutdown, the availability and cost of credit, investor and consumer confidence, global economic growth, local, state and federal government regulation, and the strength of regional and local economies in which we operate. With respect to the residential construction sector in particular, spending on landscape projects is largely discretionary and lower levels of consumer spending or the decision by homeowners to perform landscape upgrades or maintenance themselves rather than outsource to contractors, or to focus less on outdoor projects may adversely affect our business. While the rate of inflation has stabilized since reaching historic levels in the 2022 and 2023 Fiscal Years, we continued to experience the adverse impact of an inflationary environment in the 2024 Fiscal Year, and we cannot predict whether adverse economic conditions such as these will continue, the impact that future economic developments will have on consumers, or the manner in which negative economic trends will impact consumer demand or preferences over the long term.

We supply landscape, irrigation, and turf maintenance products, the demand for each of which is affected by weather conditions, including, without limitation, potential impacts, if any, from climate change. In particular, droughts could cause shortages in the water supply, whichresulting mayin, haveamong other things, a decrease in plant supply and/or an adverse effect on our business. For instance, our supply of plants could decrease, or prices could rise, due to such water shortages, and customer demand for certain types of plants may changeincrease in waysplant in which we are unable to predict.pricing. Such water shortages may also make irrigation or the maintenance of turf uneconomical.no longer economical. Governments may also implement limitations on water usage, such as those enacted in California, that make effective irrigation or turf maintenance unsustainable, which could negatively impact the demand for our products. ThereAny isof athese riskconditions thatmay negatively impact consumer demand for landscaping products will decrease overall due to persistent or severe drought conditions in some of the geographic markets we serve, or that demand will change in ways that we are unable to predict.predict, which may have an adverse impact on our business.

Furthermore, natural disasters,disasters and other adverse weather conditions and/or climate change-related events,conditions, such as droughts, severe storms, wildfires, hurricanes, and significant rain or snowfall, can adversely impact the demand for our products, availability of products, or timing of product delivery, or our ability to deliver products at all.delivery. For example, during the third and fourth quarters of the 2024 Fiscal Year, demand for our products was negatively impacted by Hurricanes Helene and Milton in our southeastern market. Other types of unexpected severe weather conditions, such as excessive heat or cold, may result in certain applications in the maintenance product cycle being delayed or omitted for a season or damage to or loss of nursery goods, sod, and other green products in our inventory, which could result in losses requiring write-downs. In addition, our business and operating results could be impacted to a greater degree than we previously experienced to the extent that unfavorable weather conditions are exacerbated by global climate change or otherwise.

The demand for our products and services and our results of operations are affected by the seasonal nature of our irrigation, outdoor lighting, nursery,nursery goods, landscape accessories, fertilizers, turf protection products, grass seed, turf care equipment, and golf course maintenance supplies. Such seasonality causes our results of operations to vary considerably from quarter to quarter. Typically, our Net sales and Net income are higher in the second and third quarters of each fiscal year due to favorable weather and longer daylight conditions during these quarters. Our Net sales and Net income are typically significantly lower in the first and fourth quarters due to lower landscaping, irrigation, and turf maintenance activities in these quarters. Accordingly, results for any quarter are not necessarily indicative of the results that may be achieved for the full fiscal year.

For the discussion of the financial condition and results of operations for the year ended December 31,29, 20232024 compared to the year ended JanuaryDecember 1,31, 2023, refer to “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations” and “Liquidity and Capital Resources” in our Annual Report on Form 10-K for the fiscal year ended December 31,29, 20232024 filed with the SEC on February 22,20, 2024,2025, which discussion is incorporated herein by reference.

We are the largest and only national full product line wholesale distributor of landscape supplies in the United States and have aan growingestablished presence in Canada. Our customers are primarily residential and commercial landscape professionals who specialize in the design, installation, and maintenance of lawns, gardens, golf courses, and other outdoor spaces. As of December 29,28, 2024,2025, we had over 690670 branch locations in 45 U.S. states and sixfive Canadian provinces. Through our expansive North American network, we offer a comprehensive selection of approximately 170,000180,000 SKUs, including hardscapes (such as pavers, natural stone, and blocks), irrigation supplies, fertilizer and control products (e.g., herbicides), hardscapes (including pavers, natural stone, and blocks), landscape accessories, nursery goods, outdoor lighting, and ice melt products to green industry professionals. We also provide value-added consultative services to complement our product offerings and to help our customers operate and grow their businesses.

Looking forward, the trend of consumers spending more time at home and investing in their outdoor living spaces is expected to continue, although at lower levels compared to peak demand during the three-year pandemicCOVID-19 peak.pandemic. Increases in home values, lack of affordable new homes, rising insurance costs, and elevated mortgage interest rates for prolonged periods have resulted in existing homeowners stayingremaining in their homesplace for longer periods. In 2025, constraint on affordability continued with increasingly weaker new and existing home demand as a result of the current macroeconomic environment. However, the long-term outlook for the landscape supply industry remains strong, driven by favorable population trends, housing demand, and continued interest in outdoor living. We remain confident in the landscape supply industry growth opportunities and our ability to continue providing our customers, suppliers, and shareholders with exceptional value. We are the only national full product line wholesale distributor of landscape supplies in the United States. WithWe have a robust acquisition pipeline and a flexible business model,model. weWe remainare committed to our strategic and operational initiatives and will continue to focus on driving growth organically and through acquisitions while gaining market share and delivering margin expansion by leveraging our scale, resources, and capabilities. Looking ahead to the 20252026 Fiscal Year, the rateimpact of commoditypricing priceon deflationOrganic Sales growth is expected to moderateimprove aswith declinespositive pricing in most product categories, while commodity products like grass seed and PVC pipe and grass seed are anticipatedbecoming toless beof offseta by modest price increases collectively across our other products.headwind. In addition, our balanced end market mix, broad product portfolio, geographic coverage, and commercial and operational initiatives provide us with multiple opportunities to achieve growth and position us to be resilient in softer markets.

As we continue to navigate through the current uncertainty presented by market and economic conditions, we believe that we are prepared to meet the challenges ahead due to our well-balanced business, strong financial condition, dedicated and experienced teams, and focused business strategy. Our balance sheet and liquidity position provide the flexibility to operate effectively and execute our growth strategy, as well as complete share repurchases through the evolving market conditions. We continue to closely monitor the impact on our business and the related risks and uncertainties of interest rate changes, tariffs, and labor market conditionsconditions, and workforce availability, as well as decliningend market demand, commodity prices and softer marketsprices, and the potential effects of uncertain political conditions and geopolitical conflicts. These conditions are beyond our control, and we cannot estimate with certainty the full extent of their impact on our business, results of operations, cash flows, and/or financial condition. To mitigate the effects of these conditions, we may take actions that alter our business operations if required or that we determine are in the best interests of our associates, customers, suppliers, and shareholders. The forward-looking statements in this Business Environment and Trends section are subject to significant risks and uncertainties. See Part I, Item 1A. - “Risk Factors”, for a discussion of the various risks that could have a material adverse effect on our reputation, business, financial position, results of operations, and cash flows.

We manage our business as a single reportable segment. Within our organizational framework, the same operational resources support multiple geographic regions, and performance is evaluated at a consolidated level. Each of our regions has similar operations and economic characteristics such as the nature of products and services, the types of customers to whom we sell to,sell, and the distribution methods utilized. In addition, our product categories have similar supply chain processes and classes of customers.

Net sales. We generate Net sales primarily through the sale of landscape supplies, including hardscapes, irrigation supplies, fertilizer and control products, hardscapes, landscape accessories, nursery goods, and outdoor lighting, and ice meltlighting products to our customers who are primarily landscape contractors serving the residential and commercial construction sectors. Our Net sales include billings for freight and handling charges, and commissions on the sale of control products that we sell as an agent. Net sales are presented net of any discounts, returns, customer rebates, and sales or other revenue-based taxes.

Non-GAAP Organic Sales. In managing our business, we consider all growth, including the opening of new greenfield branches, to be organic growth unless it results from an acquisition. When we refer to Organic Sales growth, we include increases in growth from newly openednewly-opened greenfield branches and decreases in growth from closing existing branches but exclude increases in growth from acquired branches until they have been under our ownership for at least four full fiscal quarters at the start of the fiscal reporting period.

Cost of goods sold. Our Cost of goods sold includes all inventory costs, such as the purchase price paid to suppliers, net of any volume-based incentives and discounts, as well as inbound freight andfreight, handling, distribution, and other costs associated with inventory. Cost of goods sold also includes salaries, wages, employee benefits, payroll taxes, bonuses, depreciation, and amortization related to inventory production activities. Our Cost of goods sold excludes the cost to deliver the products to our customers through our branches, which is included in Selling, general and administrative expenses. Cost of goods sold is recognized primarily using the first-in, first-out method of accounting for the inventory sold.

Non-GAAP Adjusted EBITDA. In addition to the metrics discussed above, we believe that Adjusted EBITDA is useful for evaluating the operating performance and efficiency of our business. EBITDA represents consolidated Net income (loss) plus the sum of income tax expense (benefit), interest expense, net of interest income, and depreciation and amortization. Adjusted EBITDA represents EBITDA as further adjusted for items such as stock-based compensation expense, (gain) loss on sale of assets and termination of finance leases not in the ordinary course of business, financing fees, as well as other fees and expenses related to acquisitions, and other non-recurring (income) loss. Adjusted EBITDA includes Adjusted EBITDA attributable to non-controlling interest. Refer to “Results of Operations – Quarterly Results of Operations Data” for more information regarding how we calculate EBITDA and Adjusted EBITDA and the limitations of those metrics.metrics, as well as a reconciliation of Adjusted EBITDA to Net income (loss).

In a typical year, our operating results are impacted by seasonality. Our Net sales and Net income have been higher in the second and third quarters of each fiscal year due to favorable weather and longer daylight conditions during these quarters. Our Net sales have been significantly lower in the first and fourth quarters due to lowerreduced demand for landscaping, irrigation, and turf maintenance activities in these quarters, and historically, we have incurred net losses in these quarters. Seasonal variations in operating results may also be significantly impacted by inclement weather conditions, such as snow and ice storms, wet weather, and hurricanes, which not only impact the demand for certain products like fertilizer and ice melt but also may delay construction projects where our products are used.

•In DecemberNovember 2024,2025, we acquired the assets and assumed the liabilities of CustomFrench Stone.Broad Stone Yards, LLC (“French Broad”). With sixtwo locations acrossin Texas,Arden Customand StoneBrevard, North Carolina, French Broad is a wholesale distributor of hardscapehardscapes products to landscape professionals.

We generally procure our products through purchase orders rather than under long-term contractscontractual arrangements with firm commitments. We work to develop strong relationships with select suppliers that we target based on a number of factors, including brand and market recognition, price, quality, product support, service levels, delivery terms, and strategic positioning. We typically have annual supplier agreements, and while theythese agreements generally do not provide specific product pricing, many include volume-based financial incentives that weare earnearned by meeting or exceeding purchase volume targets. Our ability to earn these volume-based incentives is an important factor in our financial results. InAdditionally, in certain cases, we enter into supply contracts with terms that exceed one year for the manufacture of our LESCO® branded fertilizer, some nursery goods, grass seed, and hardscapes, which may require us to purchase products in the future.

We continue to undertake initiatives, utilizing our scale to improve our profitability, enhance supply chain efficiency, strengthen our pricing and category management capabilities, streamline and refine our marketing process, and invest in more sophisticated information technology systems and data analytics. We remainare focused on advancing our procurement and supply chain management initiatives to better serve our customers and reduce sourcing costs. We also continue to enhance our website and B2B e-Commerce platform as well as implement new inventory planning, stocking, and transportation management system functionalities in an effort to reduce costs as well as improve our reliability and level of service.service as well as help our customers be more efficient. In addition, we continue to enhance our website and B2B e-Commerce platform. We also work closely with our local branches to improve sales, delivery, and branch productivity. We believe we will continue to benefit from the following initiatives, among others:

•Marketing initiatives, including customer analytics and lifecycle marketing, product and private brand marketing, Hispanic customer engagement, optimization of our digital marketing strategy, and a continued focus on our Partners Program.

•Operational excellence initiatives, including the implementation of best practices in branch operations which encompassesregarding safety, merchandising, stocking and assortment, customer engagement, delivery, labor management, as well as the additional automation and enhancement of branch systems, including the rollout of improved associate mobile capabilities.

Net sales for the 20242025 Fiscal Year increased 6%4% to $4,540.6$4,704.8 million as compared to $4,301.2$4,540.6 million for the 20232024 Fiscal Year primarily due to contributions from acquisitions. Organic Daily Sales for the 20242025 Fiscal Year decreasedincreased 1% compared to the 20232024 Fiscal Year primarily due to commoditysteady pricegrowth deflation.in the maintenance end market and execution of our sales initiatives, partially offset by softer demand in the new residential construction and repair and upgrade end markets. Based upon year-over-year price changes in our highest selling SKUs, we estimate pricethe deflationpricing reducedimpact on 2025 Organic Daily Sales bywas 3%negligible incompared to the 2024 Fiscal Year. Organic Daily Sales for agronomic products (fertilizer, control products, ice melt, equipment, and other products) increased 4%7% primarily due to strongsolid volumedemand growthin resultingthe from lower prices and solidmaintenance end market demand.market. Organic Daily Sales for landscaping products (hardscapes, irrigation supplies, hardscapes, landscape accessories, nursery goods, and outdoor lighting) decreased 3%1% reflectingdue priceto deflation and weakersofter demand in the new residential construction and repair and remodelupgrade end market.markets, partially offset by benefits from our sales initiatives. Acquisitions contributed $286.0$110.7 million, or 7%,2%, to Net sales growth for the 20242025 Fiscal Year.

Cost of goods sold for the 20242025 Fiscal Year increased 6%3% to $2,980.5$3,069.6 million from $2,810.0$2,980.5 million for the 20232024 Fiscal Year. The increase in Cost of goods sold, including Inventory costs, net of supplier incentives and discounts, Freight, handling, and distribution expenses, and Other Cost of goods sold was primarily attributable to acquisitions.increased Net sales growth.

Gross profit for the 20242025 Fiscal Year increased 5% to $1,560.1$1,635.2 million as compared to $1,491.2$1,560.1 million for the 20232024 Fiscal Year. Gross profit growth was driven by higher Net sales growth, including acquisitions.sales. Gross margin decreasedincreased 3040 basis points to 34.8% for the 2025 Fiscal Year as compared to 34.4% for the 2024 Fiscal Year as compared to 34.7% for the 2023 Fiscal Year. The decreaseincrease in gross margin primarily reflects lowerimproved price realization, benefits from our commercial initiatives, and a positive contribution from acquisitions, partially offset by contributions from acquisitions with higher grossfreight margins.and logistics costs supporting our growth.

Interest and other non-operating expense, net increased 18%10% to $35.0 million for the 2025 Fiscal Year from $31.9 million for the 2024 Fiscal Year from $27.1 million for the 2023 Fiscal Year. The increase in interest expense was primarily due to higher averageinterest rates on borrowings andin the Loss on extinguishment of debt of $1.8 million recognized during the 20242025 Fiscal Year as compared to the 20232024 Fiscal Year.Year resulting from the maturity of our interest rate swaps on March 23, 2025 as well as higher interest expense attributable to equipment leases.

Income tax expense was $36.0$45.7 million for the 20242025 Fiscal Year as compared to $49.8$36.0 million for the 20232024 Fiscal Year. The effective tax rate was 22.4%22.5% for the 20242025 Fiscal Year as compared to 22.3%22.4% for the 20232024 Fiscal Year. The increase in the effective tax rate was due primarily to a decrease in the amount of excess tax benefits from stock-based compensation recognized as a component of Income tax expense indecreasing theas Consolidateda Statementspercentage of Operations.Income before taxes. Excess tax benefits of $3.3$3.8 million were recognized for the 20242025 Fiscal Year as compared to $5.9$3.3 million for the 20232024 Fiscal Year.

NetAdjustment income attributable toof non-controlling interest to redemption value was $0.8$3.6 million for the 20242025 Fiscal Year as a result of the acquisitionadjustments of Devilthe Mountaincarrying inamount Aprilof 2024.the Redeemable non-controlling interest to what would be the redemption value assuming the security was redeemable as of December 28, 2025. There was no NetAdjustment income attributable toof non-controlling interest to redemption value for the 20232024 Fiscal Year.

Net income attributable to SiteOne for the 20242025 Fiscal Year decreasedincreased 29%23% to $123.6$151.8 million as compared to $173.4$123.6 million for the 20232024 Fiscal Year. The decreaseincrease in Net income was primarily due to theNet negativesales impactgrowth, ofimproved commoditygross product deflationmargin, and lower priceSG&A realization.as a percentage of Net sales.

(d) Represents professional fees and settlement of litigation, performance bonuses, and retention and severance payments related to historical acquisitions. Also included is the cost of inventory that was stepped up to fair value during the second quarter of 2024 related to the purchase accounting of Devil Mountain andas well as charges during the fourth quarter of 2025 and 2024 for consolidating or closing certain Pioneerbranch locations. We cannot predict the timing or amount of any such fees or payments. These amounts are recorded in Cost of goods sold and Selling, general and administrative expenses in the Consolidated Statements of Operations.

(e) Adjusted EBITDA excludes any earnings or loss of acquisitions prior to their respective acquisition dates for all periods presented. Adjusted EBITDA includes Adjusted EBITDA attributable to non-controlling interest ofas $2.5follows million(in for the 2024 Fiscal Year, and $0.8 million, $0.8 million, and $0.9 million for the fourth, third, and second quarter of 2024, respectively.millions):

Our borrowing base capacity under the ABL Facility was $577.8 million as of December 28, 2025, after giving effect to outstanding letters of credit of $22.2 million. Our borrowing base capacity under the ABL Facility was $581.2 million as of December 29, 2024, after giving effect to outstanding letters of credit of $18.8 million. Our borrowing base capacity under the ABL Facility was $578.2 million as of December 31, 2023, after giving effect to $7.5 million of revolving credit loans under the ABL Facility and outstanding letters of credit of $14.3 million. As of December 29,28, 2024,2025, we had total cash and cash equivalents of $107.1$190.6 million, total gross long-term debt of $393.3$389.4 million, and total finance lease obligations (excluding interest) of $130.6$134.8 million.

Working capital was $1,012.0 million as of December 28, 2025, an increase of $103.2 million as compared to $908.8 million as of December 29, 2024, an increase of $81.8 million as compared to $827.0 million as of December 31, 2023.2024. The change in working capital was primarily attributable to an increase in cashCash and cash equivalents and higher receivables and inventory as a result of acquisitions.

Our gross long-term debt balance increaseddecreased $14.3$3.9 million since December 31,29, 20232024 to $393.3$389.4 million. This increasedecrease was primarily attributable to borrowingsrepayments under the term loans, partially offset by repayment of the ABL Facility.loans. We have current maturities on our long-term debt of $4.3$3.9 million, which includes $3.9 million related to the term loan facility and $0.4 million related to the hybrid debt instruments.facility. The projected interest payments on our debt only pertain to obligations and agreements outstanding as of December 29,28, 20242025 and expected payments for agent administration fees. The projected interest payments are calculated for future periods through maturity dates of our long-term debt using interest rates in effect as of December 29,28, 2024.2025. Certain of these projected interest payments may differ in the future based on changes in floating interest rates or other factors and events, including our entry into amendments of the term loan facility and the ABL Facility. The total amount of projected interest payments on long-term debt increaseddecreased $18.8$36.2 million since December 31,29, 20232024 to $131.2$95.0 million, primarily due to thea extensiondecrease ofin the remaining period to maturity date of the term loan facilityloans as well as thea increasedecline in borrowings under the termweighted loans.average interest rate on long-term debt. Refer to “Note 8. Long-Term Debt” in the notes to the consolidated financial statements for further information regarding our debt instruments.

Net cash provided by operating activities for the 20242025 Fiscal Year was $283.4$300.5 million compared to $297.5$283.4 million for the 20232024 Fiscal Year. The decreaseincrease primarily reflects a decline inhigher Net income, partially offset by contributions from working capital management in the 2024 Fiscal Year compared to the 2023 Fiscal Year.income.

Net cash used in investing activities for the 20242025 Fiscal Year was $177.1$83.4 million compared to $226.0$177.1 million for the 20232024 Fiscal Year. The decrease reflects lower acquisition investments in the 20242025 Fiscal Year compared to the 20232024 Fiscal Year. Capital expenditures of $40.5$53.7 million were $8.4$13.2 million higher in the 2025 Fiscal Year compared to $40.5 million in the 2024 Fiscal Year compared to $32.1 million in the 2023 Fiscal Year due to increased investmentinvestments in branch improvements and information technology.locations.

Landscape Holding and Landscape, as borrowers (collectively, the “Borrowers”), entered into the Fifth Amendment to the Amended and Restated Credit Agreement, the (“Fifth Amendment”), dated as of March 23, 2021, with JPMorgan Chase Bank, N.A. (the “New Agent”),N.A., as administrative agent and collateral agent, the several banks and other financial institutions party thereto and certain other parties party thereto from time to time. The Fifth Amendment amended and restated the Amended and Restated Credit Agreement, dated as of April 29, 2016, among the Borrowers, the lenders from time to time party thereto and UBS AG, Stamford Branch (the “Existing Agent”) as administrative agent and collateral agent (as amended prior to March 23, 2021, the “Existing Credit Agreement” and, as so amended and restated pursuant to the Fifth Amendment, the “Second Amended and Restated Credit Agreement”) in order to, among other things, incur $325.0 million of term loans (the “New Term Loans”).

On July 2, 2024, Landscape Holding, as representative for the Borrowers, entered into the Second Amendment to the Second Amended and Restated Credit Agreement (the “Second Amendment”) that amendsamended and restatesrestated the Second Amended and Restated Credit Agreement, dated as of March 23, 2021. The Second Amendment providesprovided for, among other things, an aggregate principal amount of approximately $392.7 million in term loansloans, and made certain other changes to the existing credit agreement (the “Tranche B Term Loans”). The Tranche B Term Loans mature on March 22, 2030.

We are the largest and only national full product line wholesale distributor of landscape supplies in the United States and have an established presence in Canada. Our customers are primarily residential and commercial landscape professionals who specialize in the design, installation, and maintenance of lawns, gardens, golf courses, and other outdoor spaces. As of MarchJune 29,28, 2026, we had over 680 branch locations in 45 U.S. states and five Canadian provinces. Through our expansive North American network, we offer a comprehensive selection of approximately 180,000 SKUs, including hardscapes (such as pavers,concrete pavers and natural stone,stone), irrigation, agronomics (including fertilizer, seed, control products, and blocks),ice irrigation supplies, fertilizer and control products (e.g., herbicidesmelt), landscape accessories, nurserynursery, goods,and outdoor lighting, and ice melt productslighting to green industry professionals. We also provide value-added consultative services to complement our product offerings and to help our customers operate and grow their businesses.

The firstsecond quarter of 2026 wascontinued characterizedto present challenges driven by continued economic uncertainty and weak consumer sentiment related to current geopolitical conflicts, inflation and affordability concerns, and elevatedrising interest rates. While we benefitted from steady growth in the maintenance end market and believe our commercial initiatives drove market share gains during the quarter, the current environment continued to negatively affect consumer confidence and discretionary spending which resulted in soft demand in theOur new residential construction and repair and upgrade end markets.markets further softened during the quarter. Accordingly, we anticipate sustained pressure on Net sales growth and Net income for the foreseeable future. In addition, oil prices have increased significantly in response to the conflict in the Middle East, resulting in rising energy costs and corresponding negative impacts on discretionary spending. We have taken various actions to mitigate supply chain disruptions and the related impacts to commodity prices, including the implementation of price increases on certain products and measures to offset the effects of rising fuel costs. For the three months ended MarchJune 29,28, 2026, we achieved Net sales increasedgrowth $0.7of million5%, toprimarily $940.1driven million.by acquisitions. Organic Daily Sales decreasedincreased 1% compared tofor the priorthree yearmonths period,ended June 28, 2026, primarily due to unfavorableprice weathercontribution andof softapproximately demand in the new residential construction and repair and upgrade end markets,3%, partially offset by positivesofter pricingend bymarket approximately 3%.demand. The positive pricing trend that began in the second half of the 2025 Fiscal Year (as defined below) has continued and overall prices are projected to increase 2% toapproximately 3% for the 2026 Fiscal Year. Gross margin increased 9050 basis points for the threesecond months ended March 29, 2026quarter primarily due to the benefits of price realization and execution of our commercial initiatives, partially offset by higher freight and distribution costs as wella asresult continuedof deflationaryfuel impactsinflation, fromthe addition of our fifth distribution center, and deflation in certain commodity products like grass seed and PVC pipe.products. Selling, general and administrative expenses (“SG&A”) increased 2%6% for the three months ended MarchJune 29,28, 2026, primarily reflecting the impact of acquisitions with higher operating costs.acquisitions. Net lossincome attributable to SiteOne wasincreased $26.6to $139.3 million for the three months ended MarchJune 29,28, 2026, compared to $27.3$129.0 million for the same period of 2025, primarily due to an increase in Gross profit as a result of the improvement inimproved gross margin, partially offset by lower sales volume and higher SG&A. Net cash usedprovided inby operating activities was $122.1$31.1 million for the threesix months ended MarchJune 29,28, 2026, compared to $129.6$7.1 million for the threesix months ended MarchJune 30,29, 2025, primarily driven by the decrease inhigher Net lossincome and a slightlypositive lowercontribution seasonal investment infrom working capital compared to the prior year period.changes.

Our financial statements included in this report have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Our fiscal year is a 52- or 53-week period ending on the Sunday nearest to December 31 in each year. Our fiscal year ending January 3, 2027 (the “2026 Fiscal Year”) includes 53 weeks and our 2025 Fiscal Year included 52 weeks. Additionally, our fiscal quarters end on the Sunday nearest to March 31, June 30, and September 30, respectively. The three months ended MarchJune 29,28, 2026 and MarchJune 30,29, 2025 both included 13 weeks. The six months ended June 28, 2026 and June 29, 2025 both included 26 weeks.

In addition to our organic growth, we continue to grow our business through acquisitions in an effort to better service our existing customers and to attract new customers. These acquisitions have allowed us to further broaden our product lines and extend our geographic reach and leadership positions in local markets. In accordance with GAAP, the results of the acquisitions are reflected in our financial statements from the date of acquisition forward. Additionally, we incur transaction costs in connection with identifying and completing acquisitions as well as ongoing costs as we integrate acquired businesses and seek to achieve synergies. As of MarchJune 29,28, 2026, we completed the following acquisitions since the start of the 2025 Fiscal Year:

•In January 2025, our then majority-owned subsidiary, Devil Mountain Wholesale Nursery, LLC (“Devil Mountain”), acquired the assets and assumed the liabilities of Pacific Nurseries, LLC (“Pacific Nurseries”). With one location in Colma, California, Pacific Nurseries is a wholesale distributor of nursery products to landscape professionals.

In the following discussion of our results of operations, we make comparisons between the three and six months ended MarchJune 29,28, 2026 and MarchJune 30,29, 2025 (in millions, except percentages).

Net sales for the three months ended June 28, 2026 increased $0.7 million5% to $940.1$1,530.7 million, compared to $1,461.6 million for the three months ended MarchJune 29, 20262025, comparedand increased 3% to $939.4$2,470.8 million for the threesix months ended MarchJune 30,28, 2026, compared to $2,401.0 million for the six months ended June 29, 2025. These increases were due primarily to contributions from acquisitions. Organic Daily Sales decreasedincreased 1% compared to the prior year period due to unfavorable weather and soft demand in the newsecond residential constructionquarter and repairwere flat in the first half of 2026 due primarily to price inflation in response to rising costs and upgradeour commercial initiatives, partially offset by softer end markets.market Baseddemand. We estimate price increases contributed 3% for the three and six months ended June 28, 2026 based upon year-over-year price changes in our highest selling SKUs, we estimate price increases contributed 3% to Organic Daily Sales during the three months ended March 29, 2026.SKUs. Organic Daily Sales for agronomic products (fertilizer, control products, ice melt, equipment, and other products) increased 2%5% during the second quarter and 4% during the first half of 2026 due to improved pricing, partially offset by the later startprimarily to theprice Spring selling season which resultedinflation in delayedresponse seasonalto applications.rising costs. Organic Daily Sales for landscaping products (irrigation supplies, hardscapes, landscape accessories, nursery goods, and outdoor lighting) were flat during the second quarter and decreased 3%1% during the first half of 2026 due to the effects of adverse weather as well as softweak demand in the new residential construction and repair and upgrade end markets. Acquisitions contributed $12.4$49.2 million, or 1%,3%, to the Net sales growth for the firstsecond quarter of 2026 and $61.6 million, or 3%, to the Net sales growth for the six months ended June 28, 2026.

Cost of goods sold forincreased the three months ended March 29, 2026 decreased 1%4% to $621.3 million compared to $629.6$966.2 million for the three months ended MarchJune 30,28, 2026, compared to $930.2 million for the three months ended June 29, 2025, and increased 2% to $1,587.5 million for the six months ended June 28, 2026, compared to $1,559.8 million for the six months ended June 29, 2025. The decreaseincrease in Cost of goods soldsold, was due to lowerincluding Inventory costs, net of supplier incentives and discounts, partially offset by an increase inand Freight, handling, and distribution expensesexpenses, and Other Costs of goods soldwas primarily attributable to higher freight and distribution costsacquisitions as well as acquisitions.fuel inflation and the addition of our fifth distribution center that commenced operations in the fourth quarter of 2025.

Gross profit for the three months ended March 29, 2026 increased 3%6% to $318.8 million compared to $309.8$564.5 million for the three months ended MarchJune 30,28, 2026, compared to $531.4 million for the three months ended June 29, 2025, and increased 5% to $883.3 million for the six months ended June 28, 2026, compared to $841.2 million for the six months ended June 29, 2025. Gross profit growth was primarily driven by lowerhigher CostNet ofsales goodsand sold.improved price realization. Gross margin increased 9050 basis points to 33.9%36.9% for the firstsecond quarter of 20262026, compared to 33.0%36.4% for the firstsecond quarter of 2025, and increased 70 basis points to 35.7% for the six months ended June 28, 2026, compared to 35.0% for the six months ended June 29, 2025. The increase in gross margin is primarily due to the benefits of price realization and execution of our commercial initiatives, partially offset by higher freight and distribution costs as a result of rising fuel costs,inflation, the addition of our fifth distribution centercenter, that commenced operations in the fourth quarter of 2025, as well asand deflation in certain commodity products.

SG&A for the three months ended March 29, 2026 increased 2%6% to $349.9 million compared to $343.2$370.7 million for the three months ended MarchJune 30,28, 2026, compared to $349.1 million for the three months ended June 29, 2025, and increased 4% to $720.6 million for the six months ended June 28, 2026, compared to $692.3 million for the six months ended June 29, 2025. SG&A as a percentage of Net sales increased 7030 basis points to 37.2%24.2% for the firstthree quartermonths ofended 2026June 28, 2026, compared to 36.5%23.9% for the firstthree quartermonths ofended June 29, 2025, and increased 40 basis points to 29.2% for the six months ended June 28, 2026, compared to 28.8% for the six months ended June 29, 2025. The increase in SG&A, including Compensation and Facility expenses,A was primarily due to the impact of acquisitionsacquisitions, withfuel cost inflation, and higher operatinghealthcare costs.

Interest and other non-operating expenses, net increaseddecreased $0.6$0.3 million to $8.0$10.0 million for the three months ended MarchJune 29,28, 20262026, fromcompared $7.4to $10.3 million for the three months ended MarchJune 30,29, 2025, and increased $0.3 million to $18.0 million for the six months ended June 28, 2026, compared to $17.7 million for the six months ended June 29, 2025. The decrease in interest expense for the three months ended June 28, 2026, compared to the three months ended June 29, 2025 was primarily due to lower average interest rates on borrowings during the second quarter of 2026, compared to the second quarter of 2025. The increase in interest expense for the six months ended June 28, 2026, compared to the six months ended June 29, 2025, was primarily due to higher interest rates on borrowings during the first quarter of 2026 compared to the first quarter of 2025 as a result of the maturity of our interest rate swaps onin Marchthe 23,first quarter of 2025.

Income tax benefitexpense

Income tax benefitexpense was $9.8$48.3 million for the three months ended MarchJune 29,28, 20262026, compared to $9.4$45.0 million for the three months ended MarchJune 30,29, 2025. The effective tax rate was 28.9%25.7% for the firstthree quartermonths ofended 2026June 28, 2026, compared to 25.5%25.4% for the firstthree quartermonths ofended June 29, 2025. The changeincrease in the effective tax rate was primarily due to anhigher increasestate intax theexpense. amountThere ofwere no excess tax benefits from stock-based compensation recognized as a component of Income tax benefit in the Consolidated Statements of Operations. Excess tax benefits of $0.2 million were recognized for either the firstthree quartermonths ofended June 28, 2026 compared to tax deficiencies of $0.3 million foror the firstthree quartermonths ofended June 29, 2025.

Net lossincome attributable to non-controlling interest

Net lossincome attributable to SiteOnenon-controlling interest decreased $0.7$0.2 million to $26.6$1.0 million for the three months ended MarchJune 29,28, 20262026, compared to $27.3$1.2 million for the three months ended MarchJune 30,29, 2025, and decreased $0.1 million to $0.9 million for the six months ended June 28, 2026, compared to $1.0 million for the six months ended June 29, 2025. The decreasechanges in Net lossincome attributable to SiteOnenon-controlling wasinterest were primarily due to anthe increase in Gross profit as a resultacquisition of the improvementremaining 25% interest in grossDevil margin,Mountain partiallyon offsetJune by1, lower sales volume and higher SG&A.2026.

(d) Represents professional fees and settlement of litigation, performance bonuses, and retention and severance payments related to historical acquisitions. Also included is the cost of inventory that was stepped up to fair value during the second quarter of 2024 related to the purchase accounting of Devil Mountain as well as charges during the fourth quarter of 2025 and 2024 for consolidating or closing certain branch locations. We cannot predict the timing or amount of any such fees or payments. These amounts are recorded in Cost of goods sold and Selling, general and administrative expenses in the Consolidated Statements of Operations.

In October 2022, our Board of Directors approved a share repurchase authorization for up to $400.0 million of our common stock. We intend to purchase shares under the repurchase authorization from time to time on the open market at the discretion of management, subject to strategic considerations, market conditions, and other factors. The share repurchase authorization does not have an expiration date and may be amended, suspended, or terminated by our Board of Directors at any time. During the threesix months ended MarchJune 29,28, 2026, we repurchased 155,130952,216 shares of our common stock for approximately $20.0$113.8 million at an average price per share of $128.90.$119.46. In AprilJuly 2026, we repurchased 6,399100,692 shares of our common stock for approximately $0.8$10.0 million at an average price of 124.82$99.29 under a 10b5-1 plan that authorized the purchase of the Company’s common stock. For the 2026 Fiscal Year through AprilJuly 29, 2026, we repurchased 161,5291,052,908 shares of our common stock for approximately $20.8$123.8 million at an average price per share of $128.74.$117.53. As of AprilJuly 29, 2026, the dollar value of shares that may yet be purchased under the share repurchase authorization was $193.5$90.5 million.

Our borrowing base capacity under the ABL Facility was $418.1$443.0 million as of MarchJune 29,28, 2026, after giving effect to $149.0$124.1 million of revolving credit loans under the ABL Facility and outstanding letters of credit of $32.9 million. Our borrowing base capacity under the ABL Facility was $577.8 million as of December 28, 2025, after giving effect to outstanding letters of credit of $22.2 million. As of MarchJune 29,28, 2026, we had total cash and cash equivalents of $84.0$87.4 million, total gross long-term debt of $539.5$510.9 million, and total finance lease obligations (excluding interest) of $132.7$137.3 million.

Working capital was $1,073.4$1,098.4 million as of MarchJune 29,28, 2026, an increase of $61.4$86.4 millionmillion, compared to $1,012.0 million as of December 28, 2025. The changeincrease in working capital was primarily attributable to the seasonality of our business.business and acquisitions.

The following table summarizes current and long-term material cash requirements related to our long-term debt as of MarchJune 29,28, 2026 (in millions):

Our gross long-term debt balance increased $150.1$121.5 million since December 28, 2025. This increase was primarily attributable to funding thea seasonal increase in our working capital andas well as higher acquisition investmentsinvestments, share repurchases, and capital expenditures. We have current maturities on our long-term debt of $3.9 million, which relates to the term loan facility. The projected interest payments on our debt only pertain to obligations and agreements outstanding as of MarchJune 29,28, 20262026, and expected payments for agent administration fees. The projected interest payments are calculated for future periods through maturity dates of our long-term debt using interest rates in effect as of MarchJune 29,28, 2026. Certain of these projected interest payments may differ in the future based on changes in floating interest rates or other factors and events, including our entry into interest rate swap contracts and amendments of the term loan facility and the ABL Facility. The total amount of projected interest on long-term debt increased $2.9by $21.6 million since December 28, 20252025, to $97.9$116.6 million, primarily due to the increase in borrowings under the ABL facility.Facility. Refer to “Note 9. Long-Term Debt” in the notes to the consolidated financial statements for further information regarding our debt instruments.

Cash flow usedprovided inby operating activities

Net cash usedprovided inby operating activities for the threesix months ended MarchJune 29,28, 2026 was $122.1$31.1 millionmillion, compared to $129.6$7.1 million for the threesix months ended MarchJune 30,29, 2025. The modestincrease declinewas primarily reflectsdriven theby decrease inhigher Net lossincome and a slightlypositive lowercontribution seasonal investment infrom working capital changes in the first threesix months of 2026 compared to the same period of 2025.

Net cash used in investing activities was $101.6$116.5 million for the threesix months ended MarchJune 29,28, 20262026, compared to $21.0$37.9 million for the threesix months ended MarchJune 30,29, 2025. The increase reflected higher acquisition investments and capital expenditures in the first threesix months of 2026 compared to the same period of 2025. Capital expenditures were $23.0$40.6 million for the first threesix months of 2026 compared to $14.8$29.1 million for the same period of 2025 due to increased investments in branch locations.locations and information technology.

Cash flow (used in) provided by financing activities

On July 2, 2024, Landscape Holding and Landscape entered into the Second Amendment that amends and restates the Second Amended and Restated Credit Agreement, dated as of March 23, 2021. The Second Amendment provides for, among other things, an aggregate principal amount of approximately $392.7 million in Tranche B Term Loans, and makes certain other changes to the existing credit agreement. Proceeds of the Tranche B Term Loans were used, among other things, (i) to repay in full the term loans outstanding immediately prior to the effectiveness of the Second Amendment, (ii) to repay certain loans outstanding under the ABL Facility, and (iii) to pay fees, costs, and expenses related to the foregoing transactions. The Tranche B Term Loans bear interest, at Landscape Holding’s option, at either (i) an adjusted Term SOFR rate plus an applicable margin equal to 1.75% (with a Term SOFR floor of 0.50%) or (ii) an alternative base rate plus an applicable margin equal to 0.75%. Voluntary prepayments of the Tranche B Term Loans are permitted at any time, in minimum principal amounts, without premium or penalty, unless in connection with certain repricing transactions that occur within the first six months after the date of effectiveness of the Second Amendment. The Tranche B Term Loans will mature on March 22, 2030. The interest rate on the outstanding balance of the Tranche B Term Loans was 5.42812%5.38718% and 5.50012% as of MarchJune 29,28, 2026 and December 28, 2025, respectively.

Landscape Holding and Landscape (collectively, the “ABL Borrowers”) are parties to the credit agreement dated December 23, 2013 (as amended by the First Amendment to the Credit Agreement, dated June 13, 2014, the Second Amendment to the Credit Agreement, dated January 26, 2015, the Third Amendment to the Credit Agreement, dated February 13, 2015, the Fourth Amendment to the Credit Agreement, dated October 20, 2015, the Omnibus Amendment to the Credit Agreement, dated May 24, 2017, the Sixth Amendment to the Credit Agreement, dated February 1, 2019, and the Seventh Amendment to the Credit Agreement, dated July 22, 2022, the “ABL Credit Agreement”) providing for an asset-based credit facility (the “ABL Facility”) of up to $600.0 million, subject to borrowing base availability, with a maturity date of July 22, 2027.availability. The ABL Facility is secured by a first lien on the inventory and receivables of the ABL Borrowers. The ABL Facility is guaranteed by SiteOne Landscape Supply Bidco, Inc. (“Bidco”), an indirect wholly-owned subsidiary of the Company, and each direct and indirect wholly-owned U.S. restricted subsidiary of Landscape. Availability is determined using borrowing base calculations of eligible inventory and receivable balances less the current outstanding ABL Facility and letters of credit balances.

Loans under the ABL Credit Agreement bear interest, at Landscape Holding’s option, at either (i) an adjusted Term SOFR rate equal to Term SOFR plus 0.10% (subject to a floor of 0.00%) plus an applicable margin of 1.25% or 1.50% or (ii) an alternate base rate plus an applicable margin of 0.25% or 0.50%, in each case depending on the average daily excess availability under the ABL Credit Agreement, and in each case subject to a 0.125% reduction when the Consolidated First Lien Leverage Ratio (as defined in the ABL Credit Agreement) is less than 1.50:1.00. Additionally, undrawn commitments under the ABL Credit Agreement bear a commitment fee of 0.20% or 0.25%, depending on the average daily undrawn portion of the commitments under the ABL Credit Agreement.

The weighted average interest rate on outstanding balances under the ABL Facility was 4.89829%4.75248% as of MarchJune 29,28, 2026. There was no outstanding balance under the ABL Facility as of December 28, 2025. The commitment fees on unfunded amounts was 0.25% as of MarchJune 29,28, 2026 and December 28, 2025.

Loans under the Devil Mountain ABL Facility bear interest at either (i) an adjusted Term SOFR rate equal to Term SOFR plus an applicable margin of 1.90% or 2.10% or (ii) an alternate base rate plus an applicable margin of 0.80% or 1.00%, subject to a 0.20% reduction when the Fixed Charge Coverage Ratio (as defined in the Devil Mountain ABL Facility) is greater than 2.00:1.00. Additionally, undrawn commitments under the Devil Mountain ABL Facility bear a commitment fee of 0.25% on the actual undrawn portion of the commitments under the Devil Mountain ABL Facility based upon the daily utilization for the previous quarter. There was no outstanding balance as of June 28, 2026. The interest rate on the outstanding balance under the Devil Mountain ABL Facility was 5.56766% and 5.77272% as of March 29, 2026 and December 28, 2025, respectively.2025.