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Global Industrial GIC Form 10-Q filing Q1 FY2026

Filed
May 5, 2026, 4:55 PM EDT
Fiscal quarter
Q1 FY2026
Calendar quarter
Q1 2026
Accession
0001628280-26-030699

Available Information

Part I Financial Information

Item 1. Financial Statements 4

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 19

Item 3. Quantitative and Qualitative Disclosures About Market Risk 29

Item 4. Controls and Procedures 30

Part II Other Information

Item 1. Legal Proceedings 32

Item 1A. Risk Factors 32

Item 5. Other Information 32

Item 6. Exhibits 33

Signatures 34

Available Information

We maintain an internet website at https://investors.globalindustrial.com. We file reports with the Securities and Exchange Commission (“SEC”) and make available free of charge on or through this website our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, including all amendments to those reports. These are available as soon as is reasonably practicable after they are filed with the SEC. All reports mentioned above are also available on the SEC’s website (www.sec.gov). Unless otherwise specified, the information on our website is not part of this or any other report we file with, or furnish to, the SEC.

Our Board of Directors has adopted the following corporate governance documents with respect to the Company (the “Corporate Governance Documents”), among others:

  • Corporate Ethics Policy for officers, directors and employees
  • Charter for the Audit Committee of the Board of Directors
  • Charter for the Compensation Committee of the Board of Directors
  • Charter for the Nominating/Corporate Governance Committee of the Board of Directors
  • Corporate Governance Guidelines and Principles
  • Conflict Minerals Disclosure

In accordance with the corporate governance rules of the New York Stock Exchange, each of the Corporate Governance Documents is available on our Company website, https://investors.globalindustrial.com.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Condensed Consolidated Balance Sheets

In millions

View SEC source
Line itemMarch 31,2026December 31,2025
(Unaudited)
ASSETS:
Current assets:
Cash and cash equivalents
Accounts receivable, net
Inventories
Prepaid expenses and other current assets
Total current assets
Property, plant and equipment, net
Operating lease right-of-use assets
Deferred income taxes
Goodwill and intangible assets
Other assets
Total assets
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Current liabilities:
Accounts payable
Accrued expenses and other current liabilities
Operating lease liabilities
Total current liabilities
Operating lease liabilities
Other liabilities
Total liabilities
Commitments and contingencies
Shareholders’ equity:
Preferred stock, par value per share, authorized million shares; issued
Common stock, par value per share, authorized million shares; issued and shares; outstanding and shares
Additional paid-in capital
Treasury stock at cost - and shares()()
Retained earnings
Accumulated other comprehensive income
Total shareholders’ equity
Total liabilities and shareholders’ equity

See Notes to Condensed Consolidated Financial Statements.

Condensed Consolidated Statements of Operations (Unaudited)

In millions, except per share amounts

View SEC source
Line itemThree Months Ended March 31, 2026Three Months Ended March 31, 2025
Net sales
Cost of sales
Gross profit
Selling, general & administrative expenses
Operating income from continuing operations
Interest and other (income) expense, net()
Income from continuing operations before income taxes
Provision for income taxes
Net income from continuing operations
Net income from discontinued operations, net of tax
Net income
Net income per common share from continuing operations:
Basic
Diluted
Net income per common share from discontinued operations:
Basic
Diluted
Net income per common share:
Basic
Diluted
Weighted average common and common equivalent shares:
Basic
Diluted
Dividends declared

See Notes to Condensed Consolidated Financial Statements.

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

In millions

View SEC source
Line itemThree Months Ended March 31, 2026Three Months Ended March 31, 2025
Net income
Other comprehensive income:
Foreign currency translation adjustments()
Total comprehensive income

See Notes to Condensed Consolidated Financial Statements.

Condensed Consolidated Statements of Cash Flows (Unaudited)

In millions

View SEC source
Line itemThree Months Ended March 31, 2026Three Months Ended March 31, 2025
Cash flows from operating activities:
Net income from continuing operations
Adjustments to reconcile net income from continuing operations to net cash provided by (used in) operating activities:
Depreciation and amortization
Provision for credit losses0.40.6
Stock-based compensation
Provision for deferred taxes
Changes in operating assets and liabilities:
Accounts receivable()()
Inventories()()
Prepaid expenses and other assets
Income taxes payable
Accounts payable()
Accrued expenses, other current liabilities and other liabilities
Net cash provided by operating activities from continuing operations
Net cash provided by operating activities from discontinued operations
Net cash provided by operating activities
Cash flows from investing activities:
Purchases of property, plant and equipment()()
Net cash used in investing activities()()
Cash flows from financing activities:
Dividends paid()()
Proceeds from issuance of common stock
Payment of payroll taxes on stock-based compensation through shares withheld()()
Proceeds from the issuance of common stock from employee stock purchase plan
Purchase of treasury shares()
Net cash used in financing activities()()
Effects of exchange rates on cash()
Net decrease in cash()()
Cash and cash equivalents – beginning of period
Cash and cash equivalents – end of period
Supplemental disclosures of non-cash investing and financing activities:
Right-of-use assets obtained in exchange for lease obligations:
Operating leases

See Notes to Condensed Consolidated Financial Statements.

Condensed Consolidated Statement of Shareholders’ Equity (Unaudited)

In millions, except share data in thousands

View SEC source
Line itemCommon StockNumber of Shares OutstandingCommon StockAmountAdditional Paid-in CapitalTreasury StockRetained EarningsAccumulated Other Comprehensive IncomeTotal Equity
Balances, January 1, 202638,199$0.4$212.8$(22.1)$120.3$1.8
Stock-based compensation expense1.4
Issuance of restricted stock59(1.3)1.3
Stock withheld for employee taxes(27)(0.3)(0.6)()
Proceeds from issuance of common stock160.10.3
Issuance of shares under employee stock purchase plan350.90.9
Dividends(10.8)()
Purchase of treasury shares(21)(0.6)()
Change in cumulative translation adjustment(0.3)()
Net income16.6
Balances, March 31, 202638,261$0.4$213.6$(21.7)$126.1$1.5
Line itemCommon StockNumber of Shares OutstandingCommon StockAmountAdditional Paid-in CapitalTreasury StockRetained EarningsAccumulated Other Comprehensive IncomeTotal Equity
Balances, January 1, 202538,230$0.4$207.5$(16.8)$88.6$1.4
Stock-based compensation expense1.8
Issuance of restricted stock70(1.2)1.2
Stock withheld for employee taxes(28)(0.2)(0.5)()
Proceeds from issuance of common stock500.30.9
Issuance of shares under employee stock purchase plan390.80.8
Dividends(10.1)()
Change in cumulative translation adjustment0.2
Net income13.6
Balances, March 31, 202538,361$0.4$209.0$(15.2)$92.1$1.6

See Notes to Condensed Consolidated Financial Statements.

Global Industrial Company

Notes to Condensed Consolidated Financial Statements (Unaudited)

1.Basis of Presentation

The accompanying condensed consolidated financial statements of Global Industrial Company, (the "Company" or "Global Industrial"), with its subsidiaries are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America are not required in these interim financial statements and have been condensed or omitted. All significant intercompany accounts and transactions have been eliminated in consolidation.

Global Industrial Company, through its operating subsidiaries, is a value-added distributor and source for industrial equipment and supplies in North America going to market through a system of branded e-commerce websites and relationship marketers. The Company operates and is internally managed in reportable business segment. The Company sells a wide array of industrial and MRO products, markets the Company has served since 1949. Because of the large number of products and product categories the Company offers, providing information on the amount of revenue derived from transactions with external customers for each product or groupings of product is impractical.

The Company's discontinued operations include its former North American Technology Group which was sold in December 2015. In March 2026 the Company received a refund of prior years alternative minimum taxes paid of approximately million which was partially offset by an increased tax obligation recorded in the first quarter of 2026.

In the opinion of management, the accompanying condensed consolidated financial statements contain all normal and recurring adjustments necessary to present fairly the financial position of the Company as of March 31, 2026 and the results of operations for the three month periods ended March 31, 2026 and 2025, statements of comprehensive income for the three month periods ended March 31, 2026 and 2025, cash flows for the three month periods ended March 31, 2026 and 2025 and changes in shareholders’ equity for the three month periods ended March 31, 2026 and 2025. The December 31, 2025 Condensed Consolidated Balance Sheet has been derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements as of December 31, 2025 and for the year then ended included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The results for the three month period ended March 31, 2026 are not necessarily indicative of the results for the entire year.

Global Industrial Company manages its business and reports using a 52-53 week fiscal year that ends at midnight on the Saturday closest to December 31. For clarity of presentation herein, fiscal years and quarters are referred to as if they ended on the traditional calendar month. The actual fiscal first quarters ended on April 4, 2026 and March 29, 2025, respectively. The first quarters of both 2026 and 2025 included 13 weeks.

Recent Accounting Pronouncements

Public companies in the United States are subject to the accounting and reporting requirements of various authorities, including the Financial Accounting Standards Board (“FASB”) and the Securities and Exchange Commission (“SEC”). These authorities issue numerous pronouncements, most of which are not applicable to the Company’s current or reasonably foreseeable operating structure.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires public business entities to disclose, in the notes to financial statements, specific information about certain costs and expenses; namely, purchases of inventory, employee compensation, depreciation, intangible asset amortization and selling expenses. This ASU is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. The Company does not expect the adoption of this standard to have a material impact on the Company's financial position or results of operations and the Company is currently evaluating this standard to determine the impact of adoption on its disclosures.

2.Goodwill and Intangibles

The following table provides information related to the goodwill and intangible assets as of March 31, 2026 and December 31, 2025 (in millions):

Line itemMarch 31, 2026December 31, 2025
Goodwill
Definite-lived intangibles
Indefinite-lived intangibles
Balance

The following table summarizes information related to the Company's definite-lived intangible assets as of March 31, 2026 (in millions):

Line itemAmortization Period (Years)Gross Carrying AmountAccumulated AmortizationNet Book ValueWeighted Average Useful Life
Client lists10 yrs$26.8$9.0$17.87.2
Trademarks10 yrs6.21.84.47.1
Total7.1

The following table summarizes information related to the Company's definite-lived intangible assets as of December 31, 2025 (in millions):

Line itemAmortization Period (Years)Gross Carrying AmountAccumulated AmortizationNet Book ValueWeighted Average Useful Life
Client lists10 yrs$26.8$8.4$18.47.4
Trademarks10 yrs6.21.64.67.4
Total7.4

In the first quarter of 2026, the Company recorded million of intangible amortization expense, primarily related to the May 2023 acquisition of Indoff. The estimated amortization for future years ending December 31 is as follows (in millions):

2026 remainder
2027
2028
2029
2030
Thereafter
Total

3.Revenue

Disaggregation of Revenues

The Company believes its presentation of revenue by geography most reasonably depicts how the nature, amount, timing and uncertainty of the Company's revenue and cash flows are affected by economic and industry factors, including fluctuations in exchange rates between the U.S. and Canada. The following table presents the Company's revenue from continuing operations by geography for the three months ended March 31, 2026 and 2025, respectively (in millions):

Line itemThree Months Ended March 31, 2026Three Months Ended March 31, 2025
Net sales:
United States
Canada
Consolidated

The Company will record a contract liability in cases where customers pay in advance of the Company's satisfaction of its performance obligation which typically occurs within a year of receipt. The Company had approximately million and million of contract liabilities as of March 31, 2026 and December 31, 2025, respectively.

4.Credit Losses

The Company’s trade accounts receivable is one portfolio comprised of commercial businesses as well as public sector organizations operating in the U.S. and, to a lesser extent, Canada. The Company develops its allowances for credit losses, which represent an estimate of expected losses over the remaining contractual life of its receivables, considering customer financial condition, historical loss experience with its customers, current market economic conditions and forecasts of future economic conditions when appropriate. When the Company becomes aware of a customer's inability to meet its financial obligation, a specific reserve is recorded to reduce the receivable to the expected amount to be collected. For the balance of its trade receivables, the Company uses a loss rate method to estimate its credit loss reserve. Historical loss experience rates are calculated using receivable write-offs over a trailing twelve-month period and comparing that to the average receivable balances over the same period. That rate is applied to the current accounts receivable portfolio, excluding accounts that have been specifically reserved. Any write-offs incurred are recorded against the established reserves.

The Company grants credit to commercial business customers using an electronic application process that evaluates the customer's detailed credit report, reference responses, availability under credit facilities, existing liens, tenure of management and business history, among other factors. Credit terms are typically net 30 days payment required with larger businesses eligible for up to net 90 day terms, if qualified.

The following is a rollforward of the allowances for credit losses related to trade accounts receivable for the quarter ended March 31, 2026 (in millions):

March 31, 2026

View SEC source
Balance at beginning of period
Current period provision
Write-offs - trade accounts receivable()
Balance at end of period

The following is a rollforward of the allowances for credit losses related to trade accounts receivable for the year ended December 31, 2025 (in millions):

December 31, 2025

View SEC source
Balance at beginning of period
Current period provision
Write-offs - trade accounts receivable()
Balance at end of period

5.Leases

The Company has operating and finance leases for office and warehouse facilities, headquarters, call centers, machinery and certain computer and communications equipment which provide the right to use the underlying assets in exchange for agreed upon lease payments, determined by the payment schedule contained in each lease. The Company’s lease portfolio consists primarily of operating leases which expire at various dates through 2034.

The Company's operating lease costs, included in continuing operations, was $5.0 million and $4.3 million for the three months ended March 31, 2026 and 2025, respectively. The Company has sublease agreements for unused facilities, as well as excess space in facilities we are currently occupying, which expire at various dates through 2028. Total sublease income of million was recorded for each of the three months ended March 31, 2026 and 2025, respectively.

Information relating to operating and finance leases for continuing and discontinued operations as of March 31, 2026 and December 31, 2025:

Line itemThree Months Ended March 31, 2026Year Ended December 31, 2025
Weighted Average Remaining Lease Term
Operating and finance leases6.0 years6.2 years
Weighted Average Discount Rate
Operating and finance leases%%
ROU assets obtained in exchange for operating and finance lease obligations (in millions)

Maturities of lease liabilities were as follows (in millions):

Year Ending December 31Operating Leases
2026 (adjusted for three months of payments)
2027
2028
2029
2030
2031
Thereafter
Total lease payments
Less: interest()
Total present value of lease liabilities

6.Net Income (Loss) per Common Share

Net income (loss) per common share - basic was calculated based upon the weighted average number of common shares outstanding during the respective periods presented using the two-class method of computing earnings per share. The two-class method was used as the Company has outstanding restricted stock with rights to dividend participation for unvested shares. Undistributed net income is allocated between common shares outstanding and participating securities to the extent that each security may share in earnings as if all of the earnings for the period had been distributed. Undistributed net losses are not allocated to our participating securities as these participating securities do not have a contractual obligation to share in losses. Net income (loss) per common share - diluted was calculated based upon the weighted average number of common shares outstanding and included the equivalent shares for dilutive options outstanding during the respective periods, including unvested options. The dilutive effect of outstanding options and restricted stock issued by the Company is reflected in net income per share - diluted using the treasury stock method. Under the treasury stock method, options will only have a dilutive effect when the average market price of common stock during the period exceeds the exercise price of the options.

The following table presents the computation of basic and diluted net income per share under the two-class method for the three months ended March 31, 2026 and 2025 (in millions, except for per share amounts):

Line itemThree Months Ended March 31, 2026Three Months Ended March 31, 2025
Net income from continuing operations
Less: Distributed net income available to participating securities()()
Less: Undistributed net income available to participating securities()
Numerator for basic net income per share:
Undistributed and distributed net income available to common shareholders$13.4
Add: Undistributed net income allocated to participating securities
Less: Undistributed net income reallocated to participating securities(0.1)0.0
Numerator for diluted net income per share:
Undistributed and distributed net income available to common shareholders$15.1$13.4
Denominator:
Weighted average shares outstanding for basic net income per share
Effect of dilutive securities
Weighted average shares outstanding for diluted net income per share
Net income per share from continuing operations:
Basic
Diluted
Net income from discontinued operations
Net income per share from discontinued operations:
Basic
Diluted
Net income per share:
Basic
Diluted
Potentially dilutive securities

Potentially dilutive securities attributable to outstanding stock options, restricted stock units, and performance share units are excluded from the calculation of diluted earnings per share when the combined exercise price and average unamortized fair value are greater than the average market price of Global Industrial Company's common stock during the period, and their inclusion would be anti-dilutive.

7.Credit Facilities

The Company maintains a $125.0 million secured revolving credit facility with one financial institution. This facility has a five-year term, maturing on October 19, 2026 and provides for borrowings in the United States. The Company expects to renew this facility before its expiration in 2026. The credit agreement contains certain operating, financial and other covenants, including limits on annual levels of capital expenditures, availability tests related to payments of dividends and stock repurchases and fixed charge coverage tests related to acquisitions. The revolving credit agreement requires that a minimum level of availability be maintained. If such availability is not maintained, the Company will be required to maintain a fixed charge coverage ratio (as defined). The borrowings under the agreement are subject to borrowing base limitations of up to 85% of eligible accounts receivable and the inventory advance rate computed as the lesser of 65% or 85% of the net orderly liquidation value (“NOLV”). Borrowings are secured by substantially all of the Borrower’s assets, as defined, including all accounts, accounts receivable, inventory and certain other assets, subject to limited exceptions, including the exclusion of certain foreign assets from the collateral. The interest rate under the amended and restated facility is computed at applicable market rates based on the Secured Overnight Financing Rate (“SOFR”), the Federal Reserve Bank of New York (“NYFRB”) or the Prime Rate, plus an applicable margin. The applicable margin varies based on borrowing base availability. As of March 31, 2026, eligible collateral under the credit agreement was $125.0 million, total availability was approximately $121.5 million, total outstanding letters of credit was $1.6 million, and total excess availability was $119.9 million. The Company was in compliance with all of the covenants of the credit agreement as of March 31, 2026.

8.Fair Value Measurements

Fair value accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value standards establish the fair value hierarchy to prioritize the inputs used in valuation techniques. There are three levels to the fair value hierarchy (Level 1 is the highest priority and Level 3 is the lowest priority):

Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly.

Level 3 - Unobservable inputs which are supported by little or no market activity.

Financial instruments consist primarily of investments in cash, trade accounts receivable and accounts payable. The Company determines the fair value of financial instruments based on interest rates available to the Company. At March 31, 2026 and December 31, 2025, the carrying amounts of cash, accounts receivable and accounts payable are considered to be representative of their respective fair values due to their short-term nature. Cash is classified as Level 1 within the fair value hierarchy.

The fair value with respect to goodwill and indefinite-lived intangible assets are measured in connection with the Company’s annual impairment testing. The Company operates in reporting units and in the fourth quarter of each year, or more frequently if impairment indicators exist, tests goodwill and indefinite-lived intangibles for impairment. The Company performs a qualitative assessment of current circumstances, such as a reporting unit's operating results, cash flows, future operating forecasts and anticipated future cash flows to determine the existence of impairment indicators and to assess if it is more likely than not that the fair value of the reporting unit or an indefinite-lived intangible asset is less than its carrying value. If it is determined that the fair value of the reporting unit or an indefinite-lived intangible asset may be less than its carrying value, the Company will do a quantitative impairment test. In the quantitative test the carrying value of the reporting unit or an indefinite-lived intangible asset is calculated and compared to its fair value. Any excess of the carrying amount over fair value is recorded as an impairment loss.

Long-lived assets are assets used in the Company's operations and include definite-lived intangible assets, operating lease right of use assets, and property and equipment used to generate sales and cash flows. Long-lived assets are evaluated for impairment by reviewing operating results, cash flows, future operating forecasts and anticipated future cash flows. Impairment is assessed by evaluating the estimated undiscounted cash flows over the primary asset’s remaining life. If the undiscounted cash flows of an asset group is less than the carrying value of the asset group, the asset group is impaired and an impairment loss is recorded.

9.Segment Reporting

The Company reports the results of its continuing operations in reportable segment. The Company’s Chief Operating Decision Maker (“CODM”) is the Company’s Chief Executive Officer ("CEO"). The CEO, in the role as CODM, evaluates segment performance based on operating income. The CODM reviews assets and makes significant capital expenditure decisions for the Company on a segment level basis. The measure of segment assets is reported on the balance sheet as total assets. The other costs items identified below are primarily compensation and employee benefits and facility costs.

The following table provides a reconciliation of the Company's segment operating income to net income, from continuing operations, for the three months ended March 31, 2026 and 2025 (in millions):

Line itemThree Months Ended March 31, 2026Three Months Ended March 31, 2025
Net sales
Significant segment expenses:
Cost of sales
Net advertising expenses
Depreciation and amortization
Other costs
Operating income
Reconciliation of segment operating income to net income:
Interest and other (income) expenses, net()
Income tax
Net income

10.Legal Proceedings

The Company and its subsidiaries are from time to time involved in various lawsuits, claims, investigations and proceedings which may include commercial, employment, tax, customs and trade, customer, vendor, personal injury, creditors rights and health and safety law matters, which are handled and defended in the ordinary course of business. In addition, the Company is from time to time subjected to various assertions, claims, proceedings and requests for damages and/or indemnification concerning sales channel practices and intellectual property matters, including patent infringement suits involving technologies that are incorporated in a broad spectrum of products the Company sells or that are incorporated in the Company’s e-commerce sales channels, as well as trademark/copyright infringement claims. The Company is also audited by (or has initiated voluntary disclosure agreements with) various U.S. Federal and state authorities, as well as Canadian authorities, concerning potential income tax and/or sales tax. These matters are in various stages of investigation, negotiation and/or litigation. The Company intends to vigorously defend these matters and believes it has strong defenses.

Although the Company does not expect, based on currently available information, that the outcome in any of these matters, individually or collectively, will have a material adverse effect on its financial position or results of operations, the ultimate outcome is inherently unpredictable. Therefore, judgments could be rendered or settlements entered, that could adversely affect the Company’s operating results or cash flows in a particular period. The Company regularly assesses all of its litigation and threatened litigation as to the probability of ultimately incurring a liability and records its best estimate of the ultimate loss in situations where it assesses the likelihood of loss as probable and estimable. In this regard, the Company establishes accrual estimates for its various lawsuits, claims, investigations and proceedings when it is probable that an asset has been impaired or a liability incurred at the date of the financial statements and the loss can be reasonably estimated. At March 31, 2026 the Company has established accruals for certain of its various lawsuits, claims, investigations and proceedings based upon estimates of the most likely outcome in a range of loss or the minimum amounts in a range of loss if no amount within a range is a more likely estimate. The Company does not believe that at March 31, 2026 any reasonably possible losses in excess of the amounts accrued would be material to the financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

Three Months Ended March 31, 2026 compared to the Three Months Ended March 31, 2025

Key Performance Indicators* (in millions except for percentages and per share amounts):

Line itemThree Months Ended March 31, 2026Three Months Ended March 31, 2025Three Months Ended March 31,%Change
Net sales of continuing operations:
Consolidated net sales$350.4$321.09.2%
Consolidated gross profit$121.9$112.18.7%
Consolidated gross margin34.8%34.9%(0.1)%
Consolidated SG&A costs$101.3$93.97.9%
Consolidated SG&A costs as a % of net sales28.9%29.3%(0.4)%
Operating income from continuing operations:
Consolidated operating income$20.6$18.213.2%
Consolidated operating margin from continuing operations5.9%5.7%0.2%
Effective income tax rate26.1%25.4%0.7%
Net income from continuing operations$15.3$13.513.3%
Net income margin from continuing operations4.4%4.2%0.2%
Net income per diluted share from continuing operations$0.39$0.3511.4%
Net income from discontinued operations$1.3$0.11200%
Net income per diluted share from discontinued operations$0.03$0.00NM

NM not meaningful

* Global Industrial Company manages its business and reports using a 52-53 week fiscal year that ends at midnight on the Saturday closest to December 31. For clarity of presentation, fiscal years and quarters are described as if they ended on the last day of the respective calendar month. The actual fiscal first quarters ended April 4, 2026 and March 29, 2025, respectively.

Management’s discussion and analysis that follows includes current operations.

NET SALES

The Company's net sales increased 9.2% to $350.4 million during the quarter ended March 31, 2026 compared to $321.0 million last year. Net sales benefited from both price and volume, with gains across both assigned accounts and e-commerce sales channels, and continued strong performance from our largest and most strategic accounts. U.S. sales increased 8.1% for the quarter compared to the same period in 2025 and Canada sales increased 30.3%, 24.4% in local currency, and on an average daily sales basis, sales grew 7.6%, in-line with our fourth quarter performance.

There were 65 selling days and 64 selling days in the U.S. in the first quarter of 2026 and 2025, respectively, and in Canada, there were 63 selling days in each of the first quarters of 2026 and 2025, respectively.

GROSS MARGIN

Gross margin is dependent on variables such as product mix including sourcing and category, trade policy inclusive of the imposition of tariffs, competition, pricing strategy, vendor volume rebates, freight pricing decisions including the use of free or other promotional freight plans, freight cost inflation including both domestic outbound freight as well as international inbound ocean freight, inventory valuation and obsolescence and other variables, any or all of which may result in fluctuations in gross margin.

Gross margin was 34.8% in the first quarter of 2026, a 10 basis point decline, as compared to 34.9% in the same period in 2025, and a 30 basis point improvement compared to the fourth quarter of 2025. Gross margin reflects the impact of incremental fuel surcharges within our outbound transportation in the back half of the quarter, as well as product mix, which was impacted by an increase in the number of large orders/projects during the quarter.

Management of our margin profile remains a key area of focus for the Company. Performance will continue to reflect the impact of strategic promotion and freight actions as part of our competitive pricing initiatives, tariff related actions and ocean freight costs. The Company anticipates that there may be increased margin variability in future periods given the timing dynamics of on-hand inventory, inflationary pressures associated with tariff related cost increases and our efforts to continue to diversify our supply chain and historical seasonality.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (“SG&A”)

For the three month period ended March 31, 2026, SG&A costs as a percentage of sales improved by 40 basis points compared to the first quarter last year. The increase in absolute dollars was primarily due to planned net marketing costs to support sales growth of approximately $4.2 million, salary and related costs of approximately $2.9 million, inclusive of $0.7 million of increased variable compensation due to performance, offset by $1.2 million savings in separation and stock-based compensation costs.

OPERATING MARGIN

Operating margin for the three month period ended March 31, 2026 increased 20 basis points compared to the same period in 2025 driven by the sales increase, modest decline in gross margin, continued strong general and discretionary cost control offset by increased variable compensation expense related to performance.

INTEREST AND OTHER (INCOME) EXPENSE, NET

Interest and other (income) expense, net from continuing operations was $0.1 million income for the three months ended March 31, 2026 and $0.1 million expense for the three month periods ended March 31, 2025.

INCOME TAXES

For the three month period ended March 31, 2026 and March 31, 2025, the Company reported income taxes in continuing operations of approximately $5.4 million and $4.6 million, respectively, related to its U.S., Canada and India operations including tax expense for certain U.S. states.

DISCONTINUED OPERATIONS

In March 2026 the Company received a refund of prior years alternative minimum taxes paid of approximately $1.8 million related to our NATG discontinued operations. This refund was partially offset by an increased tax obligation recorded in the first quarter of 2026.

Financial Condition, Liquidity and Capital Resources

The following tables present selected liquidity data and historical cash flows (in millions):

Selected liquidity data

Line itemMarch 31,2026December 31,2025$ Change
Cash and cash equivalents$61.7$67.5$(5.8)
Accounts receivable, net$149.9$139.6$10.3
Inventories$177.4$174.6$2.8
Prepaid expenses and other current assets$13.7$14.8$(1.1)
Accounts payable$101.9$108.7$(6.8)
Accrued expenses and other current liabilities$59.2$53.7$5.5
Operating lease liabilities$15.9$16.1$(0.2)
Working capital$225.7$218.0$7.7

Historical Cash Flows

Line itemThree Months Ended March 31, 2026Three Months Ended March 31, 2025
Net cash provided by operating activities from continuing operations$4.7$3.3
Net cash provided by operating activities from discontinued operations$1.7$0.1
Net cash used in investing activities from continuing operations$(0.8)$(0.2)
Net cash used in financing activities from continuing operations$(11.3)$(8.8)
Effects of exchange rates on cash$(0.1)$0.0
Net decrease in cash and cash equivalents$(5.8)$(5.6)

Our primary liquidity needs are to support working capital requirements in our business, funding recently declared and any future dividends, funding capital expenditures and inventory purchases, continuing investment in upgrading and expanding our technological capabilities specifically related to additional functionality and enhanced navigation of our web platform, continuing investment in sales, marketing, merchandising, customer service and upgrading our distribution footprint and funding acquisitions. We rely principally upon operating cash flow. We currently believe that current cash on hand and cash flow from operations will be sufficient to fund our working capital and other cash requirements for at least the next twelve months. We believe our current capital structure and cash resources are adequate for our internal growth initiatives. To the extent our growth initiatives expand, including major acquisitions, we would seek to raise additional capital. We believe that, if needed, we can access public or private funding alternatives to raise additional capital.

Our working capital increased $7.7 million primarily related to increased accounts receivable, accounts payable and inventory balances offset by increased accrued expenses and other current liabilities balances and reduced cash and cash equivalents, and prepaid expenses and other current assets balances. Accounts receivable days outstanding were 38.6 in 2026 compared to 38.4 in 2025, inventory turns were 5.2 in 2026 compared to 5.0 in 2025 and accounts payable days outstanding were 44.0 in 2026 compared to 48.9 in 2025. We expect that future accounts receivable, inventory and accounts payable balances will fluctuate with net sales and the product mix of our net sales.

Operating Activities

Net cash provided by operating activities from continuing operations was $4.7 million in 2026 compared to $3.3 million provided in 2025, attributable to cash generated from net income adjusted by other non-cash items of $19.2 million compared to $17.9 million generated in 2025 primarily due to higher net income and reduced stock-based compensation expenses in 2026 compared to prior year. Changes in working capital accounts used $14.5 million in 2026 compared to $14.6 million used in 2025, primarily the result of the changes in inventory, accounts receivable, and income taxes balances offset by changes in accounts payable balances. Net cash provided by operating activities from discontinued operations was $1.7 million and $0.1 million for the three months ended March 31, 2026 and March 31, 2025, respectively.

Investing Activities

Net cash used in investing activities in 2026 totaled $0.8 million primarily used for warehouse machinery and equipment for distribution facilities, motor vehicles, leasehold improvements and and molds. Net cash used in investing activities totaled $0.2 million in 2025 was used for warehouse machinery and equipment for distribution facilities, computer equipment upgrades and molds.

Financing Activities

Net cash used in financing activities totaled $11.3 million in 2026 primarily related to the regular quarterly dividends of $0.28 per common share which totaled approximately $10.8 million. Offsetting these payments were proceeds of $0.9 million from the issuance of common stock from our employee stock purchase plan and proceeds of $0.4 million from the issuance of common stock from stock option exercises, offset by payments for payroll taxes through shares withheld, which totaled $0.9 million. In addition, $0.9 million was used for the purchase of treasury stock. In 2025, net cash used in financing activities totaled $8.8 million primarily related to the regular quarterly dividends of $0.26 per common share which totaled approximately $10.1 million. Offsetting these payments were proceeds of $1.2 million from the issuance of common stock from stock option exercises, offset by payments for payroll taxes through shares withheld, which totaled $0.7 million, and proceeds of $0.8 million from the issuance of common stock from our employee stock purchase plan.

The Company maintains a $125.0 million secured revolving credit facility with one financial institution, which has a five year term, maturing on October 19, 2026 and provides for borrowings in the United States. The credit agreement contains certain operating, financial and other covenants, including limits on annual levels of capital expenditures, availability tests related to payments of dividends and stock repurchases and fixed charge coverage tests related to acquisitions. The revolving credit agreement requires that a minimum level of availability be maintained. If such availability is not maintained, the Company will be required to maintain a fixed charge coverage ratio (as defined). The borrowings under the agreement are subject to borrowing base limitations of up to 85% of eligible accounts receivable and the inventory advance rate computed as the lesser of 65% or 85% of the net orderly liquidation value (“NOLV”). Borrowings are secured by substantially all of the Borrower’s assets, as defined, including all accounts, accounts receivable, inventory and certain other assets, subject to limited exceptions, including the exclusion of certain foreign assets from the collateral. The interest rate under the amended and restated facility is computed at applicable market rates based on the Secured Overnight Financing Rate (“SOFR”), the Federal Reserve Bank of New York (“NYFRB”) or the Prime Rate, plus an applicable margin. The applicable margin varies based on borrowing base availability. As of March 31, 2026, eligible collateral under the credit agreement was $125.0 million, total availability was approximately $121.5 million, total outstanding letters of credit was $1.6 million, and total excess availability was $119.9 million. The Company was in compliance with all of the covenants of the credit agreement as of March 31, 2026.

Levels of earnings and cash flows are dependent on factors such as consolidated gross margin and selling, general and administrative costs, product mix and relative levels of domestic and foreign sales. Unusual gains or expense items, such as special (gains) charges and settlements, may impact earnings and are separately disclosed. We expect that past performance may not be indicative of future performance due to the competitive nature of our business where the need to adjust prices to gain or hold market share is prevalent.

Macroeconomic conditions, such as business and consumer sentiment, may affect our revenues, cash flows or financial condition. However, we do not believe that there is a direct correlation between any specific macroeconomic indicator and our revenues, cash flows or financial condition. We are not currently interest rate sensitive, as we have no outstanding debt.

The expenses and capital expenditures described above will require significant levels of liquidity, which we believe can be adequately funded from our currently available cash resources and cash flow from operations. In 2026 we anticipate capital

expenditures in the range of $3.0 to $4.0 million, though at this time we are not contractually committed to incur these expenditures.

In the past we have engaged in opportunistic acquisitions, choosing to pay the purchase price in cash, and may do so in the future as favorable situations arise. However, a deep and prolonged period of reduced business spending could adversely impact our cash resources and force us to either forego future acquisition opportunities or to pay the purchase price using stock, debt or a combination of consideration which could have an adverse effect on our earnings. We believe that our cash balances and future cash flows from operations will be sufficient to fund our working capital and other cash requirements for at least the next twelve months.

We maintain our cash and cash equivalents in money market funds or their equivalents that have maturities of less than three months and in non-interest bearing accounts that partially offset banking fees. As of March 31, 2026, we had no investments with maturities of greater than three months. Accordingly, we do not believe that our cash balances have significant exposure to interest rate risk. At March 31, 2026 cash balances held in foreign subsidiaries totaled approximately $5.0 million. These balances are held in local country banks and are held primarily to support local working capital needs. The Company had over $176 million of liquidity (cash and undrawn line of credit) in the U.S. as of March 31, 2026.

Material Cash Requirements

We are obligated under non-cancelable operating and finance leases for the rental of our facilities and certain of our equipment which expire at various dates through 2034. As of March 31, 2026 we were obligated for approximately $117.9 million under these non-cancelable leases. In 2026 we anticipate remaining cash expenditures of approximately $16.1 million for these operating leases. We have sublease agreements for unused space, as well as excess space in facilities we are currently occupying in the United States and Canada. In the event the sub lessee is unable to fulfill its obligations, we would be responsible for remaining rents due under the leases.

Our purchase and other obligations consist primarily of purchase commitments for certain employment, consulting and service agreements. In addition to the previously mentioned commitments, at March 31, 2026, we had $1.6 million of standby letters of credit outstanding.

We are party to certain litigation, the outcome of which we believe, based on discussions with legal counsel, will not have a material adverse effect on our condensed consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks, which include changes in U.S. and international interest rates as well as changes in currency exchange rates (principally Canadian dollars) as measured against the U.S. dollar and each other.

The translation of the financial statements of our operations outside of the United States is impacted by movements in foreign currency exchange rates. Changes in currency exchange rates as measured against the U.S. dollar may positively or negatively affect income statement, balance sheet and cash flows as expressed in U.S. dollars. We may enter into foreign currency options or forward exchange contracts aimed at limiting in part the impact of certain currency fluctuations, but as of March 31, 2026 we had no outstanding option or forward exchange contracts.

Our exposure to market risk for changes in interest rates relates primarily to our variable rate debt. Our variable rate debt consists of short-term borrowings under our credit facilities. As of March 31, 2026, we had no outstanding debt under our variable rate credit facility. A hypothetical change in average interest rates of one percentage point is not expected to have a material effect on our financial position, results of operations or cash flows.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, the Company carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of March 31, 2026. Based on the evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2026, the Company’s disclosure controls and procedures were not effective due to material weaknesses identified at its subsidiary, Indoff LLC (Indoff), which represents approximately 11% of revenue. The material weaknesses at Indoff relate to the design and operation of certain key Information Technology General Controls (“ITGCs”), specifically related to change management, segregation of duties, and privileged access. These material weaknesses were initially identified during Management’s evaluation and assessment of Indoff’s control environment in the second quarter of 2024.

With full consideration of the material weaknesses, Management determined that the control deficiencies did not result in any identified misstatements, and Management believes the consolidated financial statements included in this Quarterly Report on Form 10-Q present fairly, in all material respects, the Company’s financial condition, results of operations, and cash flows for the periods presented.

Inherent Limitations of Internal Controls over Financial Reporting

The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements.

Management, including the Company’s Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Given the inherent limitations present in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, will be detected. In addition, any evaluation of the effectiveness of controls in future periods is subject to the risk that internal controls may become inadequate as a result of changes in business conditions, or that the degree of compliance with established policies or procedures may deteriorate.

Management’s Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, the Company evaluated the effectiveness of the design and operation of its internal control over financial reporting based on the framework established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Upon completing this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2026, the Company’s disclosure controls and procedures were not effective due to material weaknesses identified at its subsidiary, Indoff. The material weaknesses at Indoff relate to the design and operation of certain key ITGCs. Consequently, automated and IT dependent manual business process controls that rely upon information from the IT systems were also deemed ineffective.

Notwithstanding this material weakness at Indoff noted above, management has concluded that our consolidated financial statements and related notes thereto included in this Quarterly Report on Form 10-Q fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report. Additional detail on the nature of the material weaknesses, and management's conclusions can be found below.

Inadequate Information Technology General Controls and Business Process Controls

Previously Reported Material Weaknesses

As reported in Part II, Item 9A, “Controls and Procedures,” of the Company’s Annual Report on Form 10‑K for the fiscal years ended December 31, 2025 and 2024, management concluded that Indoff’s IT general controls were ineffective due to material weaknesses. Specifically, the Company did not maintain effective controls over application change management or logical access to ensure that changes were authorized, tested, and functioning as intended, and that system access was appropriately restricted to authorized users. As a result, certain automated controls and IT‑dependent manual controls that rely on these IT systems were also determined to be ineffective.

Ernst & Young LLP, the Company’s independent registered public accounting firm, audited the effectiveness of our internal control over financial reporting as of December 31, 2025, and issued an adverse report on the effectiveness of our internal control over financial reporting for the period ending December 31, 2025, as stated in its report. Refer to the Company's 2025 Annual Report on Form 10-K, for their report.

As a result of the identification of the material weaknesses at Indoff, noted above and prior to filing this Quarterly Report, we performed further analysis and completed additional procedures intended to ensure our consolidated financial statements for the quarter ended March 31, 2026 fairly present in all material respects the financial condition, results of operations and cash flows of the Company and have been prepared in accordance with generally accepted accounting principles. Based on these procedures and analysis, and notwithstanding the material weaknesses in our internal control over financial reporting, our management has concluded that our consolidated financial statements and related notes thereto included in this Quarterly Report fairly present in all material respects the financial condition, results of operations and cash flows of the Company and have been prepared in accordance with generally accepted accounting principles. Our Chief Executive Officer and Chief Financial Officer have certified that, based on each such officer’s knowledge, the financial statements, as well as the other financial information included in this Quarterly Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this Quarterly Report. In addition, we have developed a remediation plan for the material weaknesses, which is described below.

Remediation of the Material Weaknesses in Internal Control Over Financial Reporting

During 2025 the Company’s Global Industrial business was remediated; however, the remediation effort remains ongoing for Indoff. Under the oversight of the Audit Committee, the Company expects to complete these efforts in the second quarter of 2026, at which time management will evaluate whether the related internal controls are appropriately designed and operating effectively.

As part of these ongoing remediation efforts, the Company has implemented and will continue to execute actions such as providing training to relevant personnel regarding the design and operation of IT general controls, and rationalizing access privileges for system users and critical transactions in alignment with job responsibilities and segregation‑of‑duties requirements. Management believes these actions, collectively, will remediate the material weaknesses identified at Indoff. However, the Company will not be able to conclude that the material weaknesses at Indoff have been fully remediated until all applicable controls have been implemented, operate for a sufficient period of time, and management completes formal testing confirming that the remediated controls are operating effectively.

Changes in Internal Control Over Financial Reporting

Other than the ongoing remediation plans described above, there were no changes in the Company’s internal control over financial reporting that occurred during the quarter ending March 31, 2026 that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

For a description of the Company's legal proceedings, see Note 10, Legal Proceedings, of Notes to Condensed Consolidated Financial Statements.

Item 1A. Risk Factors

For information regarding Risk Factors related to the economy, our industries, our Company and our business, see Item 1A. "Risk Factors" of the Company's 2025 Annual Report on Form 10-K.

There were no material changes to the Company’s risk factors during the first quarter ended March 31, 2026.

Item 5. Other Information

During the three months ended March 31, 2026, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Global Industrial securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-rule 10b5-1 trading arrangement".

Item 6. Exhibits

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31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). 31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). 32.1 Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). 32.2 Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). 101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document (104) Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)