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What changed in SiteOne Landscape Supply, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of SiteOne Landscape Supply, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+330 added−411 removedSource: 10-K (2026-02-19) vs 10-K (2025-02-20)

Top changes in SiteOne Landscape Supply, Inc.'s 2025 10-K

330 paragraphs added · 411 removed · 279 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

72 edited+7 added−9 removed52 unchanged
Biggest changeOur leadership team is focused on creating a culture of safety and evaluating ways to improve our operations that reduce the most common forms of on-the-job injuries. Our safety initiatives include: • Our Environmental, Health, and Safety team, which further enhances our safety efforts by establishing and monitoring safe work practices to prevent customer and associate injuries.
Biggest changeAn associate is anyone employed by the Company. Safety We are committed to being “Always Safe,” which means that we take personal responsibility for our own safety and for the safety of others. Our leadership team is focused on creating a culture of safety and evaluating ways to improve our operations that reduce the most common forms of on-the-job injuries.
We currently offer our full product line in only approximately 30% of the metropolitan statistical areas (“MSAs”) in the U.S. where we have a branch, and therefore believe we have the capacity to offer significantly more product lines and services in our geographic markets.
We currently only offer our full product line in approximately 30% of the metropolitan statistical areas (“MSAs”) in the U.S. where we have a branch, and therefore believe we have the capacity to offer significantly more product lines and services in our geographic markets.
We remain focused on delivering additional enhancements of our digital offering and believe we will continue to benefit from these and other operational initiatives. Be the Employer of Choice We believe our associates are the key drivers of our success, and we aim to recruit, train, promote, and retain the most talented and success-driven personnel in the industry.
We remain focused on delivering additional enhancements to our digital offering and believe we will continue to benefit from these and other operational initiatives. Be the Employer of Choice We believe our associates are the key drivers of our success, and we aim to recruit, train, promote, and retain the most talented and success-driven personnel in the industry.
Our product portfolio includes irrigation supplies, fertilizer and control products, hardscapes, landscape accessories, nursery goods, and outdoor lighting products. Our customers value our product breadth and geographic reach, as well as our on-site expertise and consultative services. While pricing is important to our customers, availability, convenience, and expertise are also important factors in their purchase decisions.
Our product portfolio includes hardscapes, irrigation supplies, fertilizer and control products, landscape accessories, nursery goods, and outdoor lighting products. Our customers value our product breadth and geographic reach, as well as our on-site expertise and consultative services. While pricing is important to our customers, availability, convenience, and expertise are also important factors in their purchase decisions.
Based on management estimates, we believe that nursery products represent the largest product category in the industry, with sales accounting for more than one-third of industry sales, followed by landscape accessories with approximately one-fifth of industry sales, and each of control products, hardscapes, irrigation and outdoor lighting, and fertilizer and other products accounting for approximately one-tenth of industry sales.
Based on management estimates, we believe that nursery products represent the largest product category in the industry, with sales accounting for more than one-third of industry sales, followed by landscape accessories with approximately one-fifth of industry sales, and each of hardscapes, irrigation supplies and outdoor lighting, control products, and fertilizer and other products accounting for approximately one-tenth of industry sales.
All locations offering nursery goods have water distribution systems to maintain inventories, and many of these locations have access to municipal water supplies, wells, or ponds. Branches are strategically located near residential areas with convenient highway access. In-store merchandising displays are utilized to emphasize product features and seasonal promotions.
Locations offering nursery goods have water distribution systems to maintain inventories, and many of these locations have access to municipal water supplies, wells, or ponds. Branches are strategically located near residential areas with convenient highway access. In-store merchandising displays are utilized to emphasize product features and seasonal promotions.
Nursery Goods Our nursery goods include deciduous and evergreen shrubs, ornamental, shade, and evergreen trees, both field-grown and container-grown nursery stock, roses, perennials, annuals, bulbs, and thousands of plant species and cultivars that are available in a number of container sizes, heights, forms, and bloom colors.
Nursery Goods Our nursery goods products include deciduous and evergreen shrubs, ornamental, shade, and evergreen trees, both field-grown and container-grown nursery stock, roses, perennials, annuals, bulbs, and thousands of plant species and cultivars that are available in a number of container sizes, heights, forms, and bloom colors.
Service Marks, Trademarks, and Trade Names We hold various trademark registrations, including SiteOne ® , LESCO ® , SiteOne Green Tech ® , Pro-Trade ® , and Solstice ® , which we consider important to our marketing activities.
Service Marks, Trademarks, and Trade Names We hold various trademark registrations, including SiteOne ® , LESCO ® , Pro-Trade ® , Solstice ® , SiteOne Green Tech ® , and Portfolio ® , which we consider important to our marketing activities.
In addition, our product category experts provide technical knowledge on the features and benefits of our products as well as installation techniques. 8 Table of Contents Project Services We partner with our customers by providing consultative services to help them save time, money, and effort in bidding for new projects and for new landscape installations.
In addition, our product category experts provide technical knowledge on the features and benefits of our products as well as installation techniques. 7 Table of Contents Project Services We partner with our customers by providing consultative services to help them save time, money, and effort in bidding for new projects and for new landscape installations.
We focus on creating a work environment that is respectful and supportive of each of our associates and which places the team first. We have several Associate Resource Groups (“ARGs”), which are voluntary, associate-led groups open to all SiteOne associates. ARGs support business objectives, foster an inclusive culture, and offer an avenue of development for associates.
We focus on creating an environment that is respectful and supportive of each of our associates and which places the team first. We have several Associate Resource Groups (“ARGs”), which are voluntary, associate-led groups open to all SiteOne associates. ARGs support business objectives, foster an inclusive culture, and offer an avenue of development for associates.
Under the LESCO ® brand, we offer formulations of fertilizer (liquid and granular), combination products (pesticides on a fertilizer carrier), control products (liquid and granular pesticides), specialty chemicals, turf seed, application equipment (engine powered and walk behind or other non-engine powered), paint, maintenance products like engine oil, ice melt, trimmer line, and soil tests.
Under the LESCO ® brand, we offer formulations of fertilizer (liquid and granular), combination products (pesticides on a fertilizer carrier), control products (liquid and granular pesticides), specialty chemicals, turf seed, application equipment (engine powered and walk behind or other non-engine powered), paint, and maintenance products like engine oil, ice melt, and soil tests.
Our goal is a robust culture of safety with all associates committed to working safely, every task, every day, 100% of the time. 11 Table of Contents Benefits We offer a competitive benefits package with the goal of enabling our associates to get the most out of work and life.
Our goal is a robust culture of safety with all associates committed to working safely, every task, every day, 100% of the time. 10 Table of Contents Benefits We offer a competitive benefits package with the goal of enabling our associates to get the most out of work and life.
Our branch network provides significant value to our suppliers by maintaining local availability of core and complementary products in quantities our customers need. 9 Table of Contents The majority of our branches carry multiple product categories, but do not carry all.
Our branch network provides significant value to our suppliers by maintaining local availability of core and complementary products in quantities our customers need. 8 Table of Contents The majority of our branches carry multiple product categories, but do not carry all.
Our IMPACT Report, Corporate Governance Guidelines, Board of Directors Communication Policy, Business Code of Conduct and Ethics, Financial Code of Ethics, and the Charters of the Audit Committee, the Human Resources and Compensation Committee, and the Nominating and Corporate Governance Committee of the Board of Directors are also available on the “Investor Relations” page of our website.
Our IMPACT Update, Corporate Governance Guidelines, Board of Directors Communication Policy, Business Code of Conduct and Ethics, Financial Code of Ethics, and the Charters of the Audit Committee, the Human Resources and Compensation Committee, and the Nominating and Corporate Governance Committee of the Board of Directors are also available on the “Investor Relations” page of our website.
Consequently, landscape professionals have come to value distribution partners who offer a larger variety of product categories and services, particularly given the recurring nature of landscape maintenance services. 5 Table of Contents Our Strategies Key elements of our strategy are as follows: Build Upon Strong Customer and Supplier Relationships to Expand Organically Our national footprint and broad supplier relationships, combined with our regular interaction with a large and diverse customer base, make us an important link in the supply chain for landscape products.
Consequently, landscape professionals have come to value distribution partners who offer a larger variety of product categories and services, particularly given the recurring nature of landscape maintenance services. 4 Table of Contents Our Strategies Key elements of our strategy are as follows: Build Upon Strong Customer and Supplier Relationships to Grow Organically Our national footprint and broad supplier relationships, combined with our regular interaction with a large and diverse customer base, make us an important link in the supply chain for landscape products.
Our suppliers benefit from access to our more than 430,000 customers, a single point of contact for improved production planning and efficiency, and our ability to bring new product launches quickly to market on a national scale.
Our suppliers benefit from access to our more than 440,000 customers, a single point of contact for improved production planning and efficiency, and our ability to bring new product launches quickly to market on a national scale.
We believe that high-performing local leaders coupled with creative, adaptable, and engaged associates are critical to our success and to maintaining our competitive position, and we are committed to being the employer of choice in our industry. 6 Table of Contents Our Products and Services Our comprehensive portfolio of landscape products consists of approximately 170,000 SKUs from approximately 5,800 suppliers.
We believe that high-performing local leaders coupled with creative, adaptable, and engaged associates are critical to our success and to maintaining our competitive position, and we are committed to being the employer of choice in our industry. 5 Table of Contents Our Products and Services Our comprehensive portfolio of landscape products consists of approximately 180,000 SKUs from approximately 6,000 suppliers.
In addition, our broad product portfolio, convenient branch locations, and nationwide fleet of over 2,800 delivery vehicles position us well to meet the needs of our customers and ensure timely delivery of products.
In addition, our broad product portfolio, convenient branch locations, and nationwide fleet of over 2,600 delivery vehicles position us well to meet the needs of our customers and ensure timely delivery of products.
We typically have annual supplier agreements, and while they generally do not provide for specific product pricing, many include volume-based financial incentives that we earn by meeting or exceeding purchase volume targets. Our ability to earn these volume-based incentives is an important factor in our financial results.
We typically have annual supplier agreements, and while these agreements generally do not provide for specific product pricing, many include volume-based financial incentives that are earned by meeting or exceeding purchase volume targets. Our ability to earn these volume-based incentives is an important factor in our financial results.
Branches that carry our full product lines combine our regular branch facilities with large 5-to-30 acre yards suitable for nursery goods and hardscape products. Yards are well-equipped to manage truckload-purchased landscape, nursery, and hardscape products and can maintain a diverse variety of greenhouse and nursery plants.
Branches that carry our full product lines combine our regular branch facilities with large 5-to-30 acre yards suitable for nursery goods and hardscapes products. Yards are well-equipped to manage truckload-purchased hardscapes, landscape accessories, and nursery goods, and can maintain a diverse variety of greenhouse and nursery plants.
These sales benefit from increases in existing home sales and rising consumer spending. 4 Table of Contents Net Sales for the 2024 Fiscal Year Our History Our company was established after Deere & Company (“Deere”) entered the wholesale landscape distribution market through the acquisitions of McGinnis Farms and Century Rain Aid in 2001, United Green Mark in 2005, and LESCO Inc.
These sales benefit from increases in existing home sales and rising consumer spending. 3 Table of Contents Net Sales for the 2025 Fiscal Year Our History Our company was established after Deere & Company (“Deere”) entered the wholesale landscape distribution market through the acquisitions of McGinnis Farms and Century Rain Aid in 2001, United Green Mark in 2005, and LESCO Inc.
We believe regional or local competitors comprise approximately 82% of the landscape supply industry based on 2024 Net sales. The principal competitive factors in our business include, but are not limited to, location, availability of materials and supplies, technical product knowledge and expertise, advisory or other service capabilities, delivery capabilities, pricing of products, and availability of credit.
We believe regional and local competitors comprise approximately 81% of the landscape supply industry based on 2025 Net sales. The principal competitive factors in our business include, but are not limited to, location, availability of materials and supplies, technical product knowledge and expertise, advisory or other service capabilities, delivery capabilities, pricing of products, and availability of credit.
We source our products from approximately 5,800 suppliers, including the major irrigation equipment manufacturers, turf and ornamental fertilizer/chemical companies, and a variety of suppliers who specialize in nursery goods, outdoor lighting, hardscapes, and other landscape products. We have a balanced mix of sales across product categories, construction sectors, and end markets.
We source our products from approximately 6,000 suppliers, including the major irrigation equipment manufacturers, turf and ornamental fertilizer and chemical companies, and a variety of suppliers who specialize in nursery goods, outdoor lighting, hardscapes, and other landscape products. We have a balanced mix of sales across product categories, construction sectors, and end markets.
Distribution of our LESCO® proprietary branded products on a wholesale basis to retailers represented less than 1% of our 2024 Fiscal Year Net sales.
Distribution of our LESCO® proprietary branded products on a wholesale basis to retailers represented less than 1% of our 2025 Fiscal Year Net sales.
Company Overview We are the largest and only national full product line wholesale distributor of landscape supplies in the United States and have a growing 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.
Company Overview 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.
We typically do not maintain inventory for direct distribution, but rather use our existing supplier relationships, marketing expertise, and ordering and logistics infrastructure to serve this demand, requiring less working capital investment for these sales. Approximately 6% of our 2024 Fiscal Year Net sales were from direct distribution.
We typically do not maintain inventory for direct distribution, but rather use our existing supplier relationships, marketing expertise, and ordering and logistics infrastructure to serve this demand, requiring less working capital investment for these sales. Approximately 7% of our 2025 Fiscal Year Net sales were from direct distribution.
Among wholesale distributors, we primarily compete against a small number of regional distributors and many small, local, privately-owned distributors. Some of our competitors carry several product categories, while others mainly focus on one product category such as irrigation, fertilizer and control products, nursery goods, or hardscapes.
Among them, we primarily compete against a small number of regional distributors, as well as many small, local, privately-owned distributors. Some of our competitors carry several product categories, while others mainly focus on one product category such as hardscapes, irrigation supplies, fertilizer and control products, or nursery goods.
Branches Our branch network is the core of our operations and creates a valuable connection between our suppliers and our customers. Of our approximately 5,800 suppliers, few are set up to serve the shipping needs of our customers as their supply chains are typically focused on bulk quantity shipments.
Branches Our branch network is the core of our operations and creates a valuable connection between our suppliers and our customers. Of our approximately 6,000 suppliers, few are set up to serve the shipping needs of our customers as their supply chains are typically focused on bulk quantity shipments.
At the local market level, we organize our over 690 branches and approximately 630 outside sales representatives into 37 designated “areas” that each typically serve a defined geography, a large MSA, or a combination of MSAs in close proximity.
At the local market level, we organize our over 670 branches and approximately 630 outside sales representatives into 39 designated “areas” that each typically serve a defined geography, a large MSA, or a combination of MSAs in close proximity.
Our customer base consists of more than 430,000 firms and individuals, with our top 10 customers collectively accounting for less than 4% of our 2024 Fiscal Year Net sales, with no single customer accounting for more than 2% of Net sales. Small customers, with annual purchases of up to $25,000, made up 23% of our 2024 Fiscal Year Net sales.
Our customer base consists of more than 440,000 firms and individuals, with our top 10 customers collectively accounting for less than 4% of our 2025 Fiscal Year Net sales, with no single customer accounting for more than 2% of Net sales. Small customers, with annual purchases of up to $25,000, made up 23% of our 2025 Fiscal Year Net sales.
We use our website to disseminate this disclosure as permitted by applicable SEC rules. 14 Table of Contents
We use our website to disseminate this disclosure as permitted by applicable SEC rules. 13 Table of Contents
The mix of products includes coping, caps, steps, treads, pavers, and stone veneer in a variety of materials that range from high grade versions already present in the market to materials exclusive to SiteOne in our target markets. We plan to expand our Solstice ® line of products in the 2025 Fiscal Year.
The mix of products includes coping, caps, steps, treads, pavers, and stone veneer in a variety of materials that range from high grade versions already present in the market to materials exclusive to SiteOne in our target markets. We plan to continue expanding our Solstice ® line of products in the 2026 Fiscal Year.
Our integrated branches utilize a single technology platform, allowing us to leverage our full operational scale for procurement, inventory management, delivery, financial support, data analytics, and performance reporting. Our outside sales force is organized by geographic area.
Branches that have been integrated into our systems utilize a single technology platform, allowing us to leverage our full operational scale for procurement, inventory management, delivery, financial support, data analytics, and performance reporting. Our outside sales force is organized by geographic area.
Our Industry Based on management’s estimates, we believe that our addressable market in North America for the wholesale distribution of landscape supplies represented approximately $25 billion in revenue in 2024.
Our Industry Based on management’s estimates, we believe that our addressable market in North America for the wholesale distribution of landscape supplies represented approximately $25 billion in revenue in the 2025 Fiscal Year.
The parental leave benefit provides time away from work within the first year of the birth or adoption of a child with 100% of base pay. In the 2022 Fiscal Year, we launched SiteOne CARES, a grant assistance program designed to help our associates cope with unexpected financial challenges arising from personal hardships.
The parental leave benefit provides time away from work within the first year of the birth or adoption of a child with 100% of base pay. SiteOne CARES is a grant assistance program designed to help our associates cope with unexpected financial challenges arising from personal hardships.
The support we offer to our associates is an important part of our vision to be a great place to work and the employer of choice in the green industry. As of December 29, 2024, we employed approximately 8,300 associates, none of whom were affiliated with labor unions.
The support we offer to our associates is an important part of our vision to be a great place to work and the employer of choice in the green industry. As of December 28, 2025, we employed approximately 8,200 associates, none of whom were affiliated with labor unions.
Using our large supplier network, our associates arrange convenient direct shipments to jobs, which are coordinated and staged according to each phase of the construction. This distribution channel primarily handles bulk nursery, agronomic, landscape, and hardscape products.
Using our large supplier network, our associates arrange convenient direct shipments to jobs, which are coordinated and staged according to each phase of the construction. This distribution channel primarily handles bulk hardscapes, agronomics, landscape accessories, and nursery goods products.
Through our expansive North American network, we offer a comprehensive selection of approximately 170,000 stock keeping units (“SKUs”) including 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.
Through our expansive North American network, we offer a comprehensive selection of approximately 180,000 stock keeping units (“SKUs”) including hardscapes (such as pavers, natural stone, and blocks), irrigation supplies, fertilizer and control products (e.g., herbicides), landscape accessories, nursery goods, outdoor lighting, and ice melt products.
Partners Program We offer a loyalty rewards program, our Partners Program, which had approximately 52,000 enrolled customers as of December 29, 2024 and provides business and personal rewards, access to business services at preferred rates, and technical training and support.
Partners Program We offer a loyalty rewards program, our Partners Program, which had approximately 62,000 enrolled customers as of December 28, 2025 and provides business and personal rewards, access to business services at preferred rates, and technical training and support.
We are the only national wholesale distributor to carry a full product line of landscape supplies. We believe our top nine largest competitors include Heritage Landscape Supply Group (a subsidiary of The Home Depot), Ewing, Harrell’s, Horizon Distributors (a subsidiary of Pool Corporation), Target Specialty Products, BWI, Outdoor Living Supply, Central Turf and Irrigation Supply, and Howard Fertilizer and Chemical.
We are the only national wholesale distributor to carry a full product line of landscape supplies. We believe our top nine largest competitors include Heritage Landscape Supply Group (a subsidiary of The Home Depot), Ewing, Target Specialty Products, Harrell’s, Horizon Distributors (a subsidiary of Pool Corporation), BWI, Outdoor Living Supply, Central Pro Supply, and W.S. Connelly.
In addition to other capabilities, our ability to offer the significant yard space and special equipment required by items such as hardscapes and nursery goods provides us with a competitive advantage over many competitors who offer a more limited selection of product categories. Refer to “ Note 2 .
In addition to other capabilities, our ability to offer the significant yard space and special equipment required for hardscapes and nursery goods for example, provide us with a competitive advantage over many competitors who offer a more limited selection of product categories. Refer to “ Note 2 .
Our ARGs include the following: • BR1DGE – BR1DGE provides a network for Black associates to be connected and supported. • INSP1RE – INSP1RE fosters an inclusive culture with a focus on our extended Asian community – South Asia, South-East Asia, East Asia, Asian Pacific Islander, Asian American, and beyond. • UN1DOS – UN1DOS attracts and retains engaged associates while enhancing SiteOne’s understanding of and relationships with Hispanic communities and customers. • VETS1 – VETS1 fosters an environment of engaged associates while developing SiteOne’s understanding of and relationships with veteran associates, customers, and communities. • W1GG – “Women in the Green Growing” promotes an environment of engaged associates while advocating female growth within SiteOne and the green industry. 12 Table of Contents Sustainability We also believe it is important to provide our stockholders with important information about our sustainability-related performance.
Our ARGs include the following: • BR1DGE – BR1DGE provides a network to support and develop our Black associates. • INSP1RE – INSP1RE fosters an inclusive culture with a focus on our extended Asian community. • UN1DOS – UN1DOS attracts and retains engaged associates while enhancing SiteOne’s understanding of and relationships with Hispanic communities and customers. • VETS1 – VETS1 fosters an environment of engaged associates while developing SiteOne’s understanding of and relationships with veteran associates, customers, and communities. • W1GG – “Women in the Green Growing” promotes an environment of engaged associates while advocating female growth within SiteOne and the green industry. 11 Table of Contents Sustainability We believe it is important to provide our stockholders with important information about our sustainability-related performance.
Control Products Our control products are specialty products that include herbicides, fungicides, rodenticides, and other pesticides. Similar to fertilizer products, control products sales are strongly tied to the maintenance end market and accordingly are relatively stable through economic cycles. Hardscapes Our Hardscapes include pavers, natural stone, blocks, and other durable materials.
Control Products Our control products are specialty products that include herbicides, fungicides, rodenticides, and other pesticides. Similar to fertilizer products, control products sales are strongly tied to the maintenance end market and accordingly are relatively stable through economic cycles.
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 hardscape products, which may require us to purchase products in the future. Competition The majority of our competition comes from other wholesale landscape supply distributors.
Additionally, in certain cases, we enter into supply contracts with terms that exceed one year for the manufacture of our LESCO ® branded fertilizer as well as grass seed, outdoor lighting, and hardscapes products, which may require us to purchase products in the future. Competition The majority of our competition comes from other wholesale landscape supply distributors.
Purchases from our top 10 suppliers accounted for approximately 31% of total purchases for the 2024 Fiscal Year. 10 Table of Contents We generally procure our products through purchase orders rather than under long-term contracts with firm commitments.
Purchases from our top 10 suppliers accounted for approximately 30% of total purchases for the 2025 Fiscal Year. 9 Table of Contents We generally procure our products through purchase orders rather than under long-term contractual arrangements with firm commitments.
We intend to continue pursuing strategic acquisitions to better serve our customers, grow our market share, and enhance our local market leadership positions by taking advantage of our scale, operational experience, and acquisition know-how. We currently have branches in approximately 50% of the 387 U.S.
We intend to continue pursuing strategic acquisitions to better serve our customers, grow our market share, and enhance our local market leadership positions by taking advantage of our scale, operational experience, and acquisition know-how. We currently have branches in approximately 50% of the 387 U.S. MSAs and are focused on identifying attractive new geographic markets for expansion through acquisitions.
For the 2024 Fiscal Year, Partners Program participants accounted for approximately 60% of our Net sales.
For the 2025 Fiscal Year, Partners Program participants accounted for approximately 62% of our Net sales.
Medium customers, with annual purchases from $25,000 up to $150,000, made up 31% of our 2024 Fiscal Year Net sales. Large customers, with annual purchases over $150,000, made up 46% of our 2024 Fiscal Year Net sales. Some of our largest customers include BrightView, Weed Man, Aptive Environmental, Heartland, Yellowstone Landscape, The Home Depot, Sperber, and Davey Tree.
Medium customers, with annual purchases from $25,000 up to $150,000, made up 29% of our 2025 Fiscal Year Net sales. Large customers, with annual purchases over $150,000, made up 48% of our 2025 Fiscal Year Net sales. Some of our largest customers include BrightView, Weed Man, Juniper Landscaping, Aptive Environmental, Sperber, Yellowstone Landscape, Heartland, and Davey Tree.
Product Knowledge and Technical Expertise Consultative services provided by our local staff, many of whom are former landscape contractors or golf course superintendents, include product selection and support, assistance with design and implementation of landscape projects, and potential sales leads for new business opportunities.
We believe these services are an important differentiator in establishing our value proposition to our customers. Product Knowledge and Technical Expertise Consultative services provided by our local staff, many of whom are former landscape contractors or golf course superintendents, include product selection and support, assistance with design and implementation of landscape projects, and potential sales leads for new business opportunities.
Landscape service firms include general landscape contractors and specialty landscape firms, who provide services such as lawn care and tree and foliage maintenance. Over the past decade, professional landscape contractors have increasingly offered additional products and services to meet their customers’ needs. These firms historically needed to make numerous trips to branches in various locations to source their products.
Landscape service firms include general landscape contractors and specialty landscape firms, who provide services such as lawn care, tree and foliage maintenance, and landscape design and installation services. Over the past decade, professional landscape contractors have increasingly offered additional products and services to meet their customers’ needs.
We derived approximately 61% of our 2024 Fiscal Year Net sales from the residential construction sector, 31% from the commercial (including institutional) construction sector, and 8% from the recreational and other construction sector.
Approximately 60% of our 2025 Fiscal Year Net sales were derived from the residential construction sector, 32% from the commercial construction (including institutional) sector, and 8% from the recreational and other construction sector.
Revenue from Contracts with Customers” to our audited financial statements for information on our Net sales of landscaping products (irrigation supplies, hardscapes, landscape accessories, nursery goods, and outdoor lighting) and agronomic and other products (fertilizer, control products, ice melt, equipment, and other products). Irrigation Supplies Our irrigation products include controllers, valves, sprinkler heads, irrigation pipe, and micro-irrigation or drip products.
Revenue from Contracts with Customers” to our audited financial statements for information regarding our Net sales of landscaping products (hardscapes, irrigation supplies, landscape accessories, nursery goods, and outdoor lighting) and agronomic and other products (fertilizer, control products, ice melt, equipment, and other products). Hardscapes Our hardscapes products include pavers, natural stone, blocks, and other durable materials.
The Solstice ® line is sold exclusively through our branches and website, and includes three collections of products designed for hardscape, pool deck, and vertical masonry projects.
Solstice ® We launched a line of premium imported natural stone under our Solstice ® brand in 2024. The Solstice ® line is sold exclusively through our branches and website, and includes three collections of products designed for hardscape, pool deck, and vertical masonry projects.
Sales of LESCO ® , SiteOne Green Tech ® , and Pro-Trade ® together accounted for approximately 14% of our 2024 Fiscal Year Net sales, the large majority of which is attributable to LESCO ® . LESCO ® LESCO ® is a premium brand and maintains strong brand awareness with golf and professional landscape contractors.
Sales of our proprietary branded products accounted for approximately 15% of our 2025 Fiscal Year Net sales, the large majority of which is attributable to LESCO ® . LESCO ® LESCO ® is a premium brand that maintains strong brand awareness with golf and professional landscape contractors.
We periodically administer a company-wide associate engagement survey, the most recent of which occurred in November 2023, and we believe that we have good relations with our associates. Approximately 92% of our associates are employed on a full-time, year-round basis.
We periodically administer a company-wide associate engagement survey, the most recent of which occurred in November 2025, and we believe that we have good relations with our associates. Approximately 93% of our associates are employed on a full-time, year-round basis. Our associate count included approximately 450 seasonal associates, who were temporarily employed due to the weather-dependent nature of our business.
As of December 29, 2024, we had over 690 branch locations in 45 U.S. states and six Canadian provinces.
As of December 28, 2025, we had over 670 branch locations in 45 U.S. states and five Canadian provinces.
The sale of products relating to maintenance of existing residential, commercial, and recreational properties accounted for approximately 35% of our 2024 Fiscal Year Net sales. The recurring nature of landscape maintenance demand helps to provide stability in our financial performance across economic cycles. Fertilizer and control products are the primary products used in maintenance.
By end market, we derived approximately 36% of our 2025 Fiscal Year Net sales from the sale of products relating to maintenance of existing residential, commercial, and recreational properties. The recurring nature of landscape maintenance demand helps to provide stability in our financial performance across economic cycles.
The market for irrigation products has historically provided stable growth and is driven primarily by new home and commercial construction and maintenance of existing irrigation systems. Fertilizer and Other Our fertilizer and other products include fertilizer, grass seed, and ice melt products. Fertilizer products are sold to the maintenance end market and accordingly are relatively stable through economic cycles.
The market for irrigation supplies has historically provided stable growth and is driven primarily by new home and commercial construction as well as maintenance of existing irrigation systems. Fertilizer and Other Our fertilizer and other products include fertilizer, grass seed, combination products (pesticides on a fertilizer carrier), and ice melt products.
MSAs and are focused on identifying and reviewing attractive new geographic markets for expansion through acquisitions. We will continue to apply a selective and disciplined acquisition strategy to maximize synergies obtained from enhanced sales and lower procurement and administrative costs.
We will continue to apply a selective and disciplined acquisition strategy to maximize synergies obtained from enhanced sales and lower procurement and administrative costs.
Suppliers We source our products from approximately 5,800 suppliers, including the major irrigation equipment manufacturers, turf and ornamental fertilizer/chemical companies, and a variety of suppliers who specialize in nursery goods, outdoor lighting, hardscapes, and other landscape products. Some of our largest suppliers include Hunter Industries, Rain Bird, Oldcastle, Cresline, NDS, Turf Care Supply, Envu, Toro, Spears Manufacturing, and Techo-Bloc.
Suppliers We source our products from approximately 6,000 suppliers, including the major irrigation equipment manufacturers, turf and ornamental fertilizer and chemical companies, and a variety of suppliers who specialize in hardscapes, nursery goods, outdoor lighting, and other landscape products.
Outdoor Lighting Our outdoor lighting products include lighting fixtures (path, area, accent, up, down, well, hardscape, deck, underwater, bistro, and holiday), LED lamps, wire, transformers, and accessories. 7 Table of Contents Proprietary Branded Products In addition to distributing branded products of third parties, we offer products under our proprietary brands.
Outdoor Lighting Our outdoor lighting products include lighting fixtures (path, area, accent, up, down, well, hardscape, deck, underwater, bistro, and holiday), LED lamps, wire, transformers, and accessories.
We could also incur significant investigation and clean-up costs for contamination at any currently or formerly owned or operated facilities, including LESCO’s manufacturing and blending facilities. Refer to “ Note 10 .
We could also incur significant investigation and clean-up costs for contamination at any currently or formerly owned or operated facilities, including LESCO’s manufacturing and blending facilities. Refer to “ Note 10 . Commitments and Contingencies” to our audited consolidated financial statements for additional information. We cannot predict the effect of possible future environmental, health, or safety laws on our operations.
Approximately 30% of our 2024 Fiscal Year Net sales were derived from sales of products for the repair and upgrade of existing landscapes.
The sale of products relating to new construction of homes, commercial buildings and facilities, and recreational spaces accounted for approximately 34% of our 2025 Fiscal Year Net sales. Approximately 30% of our 2025 Fiscal Year Net sales were derived from sales of products for the repair and upgrade of existing landscapes.
Available Information We make available free of charge on the “Investor Relations” page of our website, www.siteone.com, our filed and furnished reports on Forms 10-K, 10-Q, and 8-K, and all amendments thereto, as soon as reasonably practicable after the reports are filed with or furnished to the Securities and Exchange Commission (the “SEC”).
Changes in, or new interpretations of, existing laws, regulations or enforcement policies, the discovery of previously unknown contamination, or the imposition of other environmental liabilities or obligations in the future, including obligations with respect to any potential health hazards of our products, may lead to additional compliance or other costs. 12 Table of Contents Available Information We make available free of charge on the “Investor Relations” page of our website, www.siteone.com, our filed and furnished reports on Forms 10-K, 10-Q, and 8-K, and all amendments thereto, as soon as reasonably practicable after the reports are filed with or furnished to the Securities and Exchange Commission (the “SEC”).
Landscape Accessories Our landscape accessories products include mulches, soil amendments, drainage pipe, tools, and sod. Landscape accessories are typically sold in combination with other landscape supply products. As a result, sales of these accessories are often tied to sales of fertilizers and control products, as well as sales of nursery goods and hardscapes.
As a result, sales of these accessories are often tied to sales of fertilizers and control products, as well as sales of hardscapes and nursery goods.
There are currently over 150 unique items in the line, in various sizes, including shrubs, trees, perennials, annuals, and bulbs with plans to continue expanding our Portfolio offerings in the 2025 Fiscal Year. Solstice ® In 2024, we launched a line of premium imported natural stone under our Solstice ® brand.
There are currently over 250 unique items in the line, in various sizes, including shrubs, trees, perennials, annuals, and bulbs. We plan to continue expanding our Portfolio ® line of products in the 2026 Fiscal Year. Services We offer a variety of complementary, value-added services to support the sale of our products.
The core SiteOne Green Tech ® product lines include central irrigation control systems, solar assemblies, fertilizer injection systems, irrigation pumps, and hand-held remote control equipment. Pro-Trade ® We offer a line of professional-grade landscape lighting fixtures, LED lamps, and transformers, as well as irrigation and landscape supplies, under our Pro-Trade ® brand.
SiteOne Green Tech ® We offer pre-packaged landscape and irrigation management solutions that are designed to help customers manage and conserve water under the SiteOne Green Tech ® brand. The core SiteOne Green Tech ® product lines include central irrigation control systems, solar assemblies, fertilizer injection systems, irrigation pumps, and hand-held remote control equipment.
As a result, we invest in safety equipment and practices at all branches with the goal of eliminating workplace injuries. • A designated Safety Champion in each of our branches. Our Safety Champions are high potential, well-respected associates who help demonstrate and influence our culture of safety.
Our safety program includes: • Our Environmental, Health, and Safety team, which further enhances our safety efforts by establishing and monitoring safe work practices to prevent customer and associate injuries. As a result, we invest in safety equipment and practices at all branches with the goal of eliminating workplace injuries. • A designated Safety Champion in each of our branches.
We have also engaged a leading sustainability consultant to review our greenhouse gas (“GHG”) emissions inventory, develop a management plan, and oversee data collection and gap analysis, as well as have made several investments in technology and processes that will allow us to gather data and track our usage, including with respect to our fleet management services and our utility expense management services.
We have made several investments in technology and processes that allow us to better gather data and track certain metrics related to our delivery fleet as well as utility expense management.
The Pro-Trade ® line of products is sold exclusively through our branches and website. During the 2024 Fiscal Year, we added synthetic turf, turf accessories, garden hoses, torches, irrigation testers, and clamp meters to the Pro-Trade ® offering. We plan to continue expanding our Pro-Trade ® line of products in the 2025 Fiscal Year.
During the 2025 Fiscal Year, we added weed barrier fabrics and accessories, holiday lighting, and expanded our product offerings in irrigation, tools, and other landscape accessories. We plan to continue adding to our Pro-Trade ® line of products in the 2026 Fiscal Year.
As part of this commitment, we published our annual corporate responsibility report (“IMPACT Report”) in November 2024, which details our programs and progress across a number of important sustainability topics.
As part of this commitment, we published our annual corporate responsibility report (“IMPACT Update”) in October 2025, which details our progress across various sustainability topics and includes disclosure of certain metrics relevant to our business and industry. We also engaged a leading consultant to review our greenhouse gas (“GHG”) emissions inventory and oversee data collection and gap analysis.
In 2024, we made another contribution of $75,000 to the SiteOne Cares fund, with a commitment to match the next $25,000 in associate donations. In the 2022 Fiscal Year, we created a bonus program for our hourly associates and approximately 2,750 associates received payments under the program in 2022.
As of December 28, 2025, we reached over $350,000 in associate donations since the program inception in 2022 and have assisted 74 associates in need. We offer a bonus program for our hourly associates. In the 2025 Fiscal Year, approximately 3,940 associates received the bonus with payments totaling approximately $3.1 million.
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By end market, we derived approximately 35% of our 2024 Fiscal Year Net sales from the sale of products relating to new construction of homes, commercial buildings and facilities, and recreational spaces. These products primarily include irrigation, hardscapes, landscape accessories, nursery, and outdoor lighting.
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These firms historically needed to make numerous trips to branches in various locations to source their products.
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LESCO ® products are sold through our branches and retail outlets such as The Home Depot. SiteOne Green Tech ® We offer pre-packaged landscape and irrigation management solutions that are designed to help customers manage and conserve water under the SiteOne Green Tech ® brand.
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The “outdoor living” trend has been a driver of demand for these products. Irrigation Supplies Our irrigation supplies products include among other things, sprinkler heads, irrigation pipe and tubing, controllers, valves, fittings, and micro-irrigation or drip products.
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Services We offer a variety of complementary, value-added services to support the sale of our products. We believe these services are an important differentiator in establishing our value proposition to our customers.
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Fertilizer products are sold to the maintenance end market and accordingly are relatively stable through economic cycles. Landscape Accessories Our landscape accessories products include mulches, soil amendments, drainage pipe, tools, and sod. Landscape accessories are typically sold in combination with other landscape supply products.
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Our associate count currently includes approximately 460 seasonal associates, who are temporarily employed due to the weather-dependent nature of our business. An associate is anyone employed by the Company. Safety The first element of our SiteOne DNA is “Always Safe,” which means that we take personal responsibility for our own safety and for the safety of others.
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Similar to hardscapes products, interest in “outdoor living” is an important driver of sales of outdoor lighting products. 6 Table of Contents Proprietary Branded Products In addition to distributing branded products of third parties, we offer products under our proprietary brands.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeWe could be subject to fines, penalties, civil or criminal sanctions, personal injury, property damage, or other third-party claims as a result of violations of, or liabilities under, these laws and regulations. We could also incur significant investigation and cleanup costs for contamination at any currently or formerly owned or operated facilities, including LESCO’s manufacturing and blending facilities.
Biggest changeNoncompliance with, or liability under, any of these laws and regulations can result in investigations, enforcement actions, and significant civil or criminal penalties, as well as third‑party claims for personal injury, property damage, or other damages.
Our business and results of operations are significantly affected by general business, financial market, and economic conditions.
Our business and results of operations are significantly affected by general business, economic and financial market conditions.
Insufficient inventory levels may lead to shortages that result in delayed revenue or loss of sales opportunities altogether as potential end-customers turn to competitors’ products that are readily available. Our business, financial condition, and results of operations could suffer a material adverse effect if either or both of these situations occur frequently or in large volumes.
In addition, insufficient inventory levels may lead to shortages that result in delayed revenue or loss of sales opportunities altogether as potential end-customers turn to competitors’ products that are readily available. Our business, financial condition, and results of operations could suffer a material adverse effect if either or both of these situations occur frequently or in large volumes.
Weakness or downturns in residential and 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.
Continued weakness 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.
Other types of unexpected severe weather conditions, such as excessive heat or cold, may result in certain applications in the maintenance product cycle being 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.
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.
The demand for our products and services and our results of operations are affected by the seasonal nature of our irrigation, outdoor lighting, nursery, 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.
The demand for our products and services and our results of operations are affected by the seasonal nature of our irrigation, outdoor lighting, 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.
Further, a large portion of our customers are in the landscape services industry, which is labor intensive. Demand for our products may be impacted by our customers’ ability to attract, train, and retain workers.
Further, a large portion of our customers are in the landscape services industry, which is labor intensive. Demand for our products may also be impacted by our customers’ ability to attract, train, and retain workers.
The loss of, or a substantial decrease in the availability of, products from our suppliers or the loss of key supplier arrangements could adversely impact our financial condition, operating results, and cash flows, as well as our ability to benefit from ongoing supply chain initiatives. 21 Table of Contents Our ability to continue to identify and develop relationships with qualified suppliers who can comply with our Supplier Code of Conduct and satisfy our high standards for quality and our need to be supplied with products in a timely and efficient manner is a challenge.
The loss of, or a substantial decrease in the availability of, products from our suppliers or the loss of key supplier arrangements could adversely impact our financial condition, operating results, and cash flows, as well as our ability to benefit from ongoing supply chain initiatives. 18 Table of Contents Our ability to continue to identify and develop relationships with qualified suppliers who can comply with our Supplier Code of Conduct and satisfy our high standards for quality and our need to be supplied with products in a timely and efficient manner is a challenge.
As a result, certain of our branches may experience higher or lower levels of growth and profitability than other branches. 26 Table of Contents In the event of a cybersecurity incident, we could experience operational interruptions, incur substantial additional costs, become subject to legal or regulatory proceedings, or suffer damage to our reputation.
As a result, certain of our branches may experience higher or lower levels of growth and profitability than other branches. 23 Table of Contents In the event of a cybersecurity incident, we could experience operational interruptions, incur substantial additional costs, become subject to legal or regulatory proceedings, or suffer damage to our reputation.
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. 16 Table of Contents Our business is affected by general business, financial market, and economic conditions, which could adversely affect our financial position, results of operations, and cash flows.
High unemployment levels, high mortgage delinquency and foreclosure rates, 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. 14 Table of Contents Our business is affected by general business, economic and financial market conditions, which could adversely affect our financial position, results of operations, and cash flows.
Furthermore, our increased use of mobile and cloud technologies, including as a result of changes in working environments such as work-from-home arrangements, has heighted these cybersecurity and privacy risks, including risks from cyber-attacks such as phishing, spam emails, hacking, social engineering, and malicious software.
Furthermore, our increased use of mobile and cloud technologies, including as a result of changes in working environments such as work-from-home arrangements, has heightened these cybersecurity and privacy risks, including risks from cyber-attacks such as phishing, spam emails, hacking, social engineering, and malicious software.
Also, our business strategies may change from time to time in light of our ability to implement our business initiatives, competitive pressures, economic uncertainties or developments, or other factors. 22 Table of Contents We may be unable to successfully acquire and integrate other businesses.
Also, our business strategies may change from time to time in light of our ability to implement our business initiatives, competitive pressures, economic uncertainties or developments, or other factors. 19 Table of Contents We may be unable to successfully acquire and integrate other businesses.
The majority of our Net sales in our 2024 Fiscal Year were derived from the extension of credit to our customers whose ability to pay is dependent, in part, upon the economic strength of the areas where they operate.
The majority of our Net sales in our 2025 Fiscal Year were derived from the extension of credit to our customers whose ability to pay is dependent, in part, upon the economic strength of the areas where they operate.
We are subject to federal, state, provincial, and local environmental, health and safety laws and regulations, including laws that regulate the emission or discharge of materials into the environment, govern the use, packaging, labeling, transportation, handling, treatment, storage, disposal, and management of chemicals and hazardous substances and waste, and protect the health and safety of our associates and users of our products.
We are subject to extensive federal, state, provincial, and local laws and regulations that regulate the emission or discharge of materials into the environment; govern the use, packaging, labeling, transportation, handling, treatment, storage, disposal, and management of chemicals and hazardous substances and waste; and protect the health and safety of our associates and users of our products.
If any such strikes or other work stoppages occur, or if other associates become represented by a union, we could experience a disruption of our operations and higher labor costs. 23 Table of Contents In addition, certain of our suppliers have unionized work forces and certain of our products are transported by unionized truckers.
If any such strikes or other work stoppages occur, or if other associates become represented by a union, we could experience a disruption of our operations and higher labor costs. In addition, certain of our suppliers have unionized work forces and certain of our products are transported by unionized truckers.
Additionally, defending against lawsuits and proceedings may involve significant expense and diversion of management’s attention and resources from other matters regardless of the ultimate outcome. 24 Table of Contents An impairment of goodwill and/or other intangible assets could reduce Net income. Acquisitions frequently result in the recording of goodwill and other intangible assets.
Additionally, defending against lawsuits and proceedings may involve significant expense and diversion of management’s attention and resources from other matters regardless of the ultimate outcome. An impairment of goodwill and/or other intangible assets could reduce Net income. Acquisitions frequently result in the recording of goodwill and other intangible assets.
Deterioration in the credit markets, which could delay our ability to sell certain of our loan investments in a timely manner, could also negatively impact our cash flows. The agreements and instruments governing our indebtedness contain restrictions and limitations that could significantly impact our ability to operate our business.
Deterioration in the credit markets, which could delay our ability to sell certain of our loan investments in a timely manner, could also negatively impact our cash flows. 26 Table of Contents The agreements and instruments governing our indebtedness contain restrictions and limitations that could significantly impact our ability to operate our business.
Litigation may be necessary to enforce our intellectual property rights and protect our proprietary information, or to defend against claims by third parties that our products, services, or activities infringe their intellectual property rights. 28 Table of Contents We may be subject to unanticipated changes in our tax provisions, including further changes to applicable U.S. tax laws.
Litigation may be necessary to enforce our intellectual property rights and protect our proprietary information, or to defend against claims by third parties that our products, services, or activities infringe their intellectual property rights. We may be subject to unanticipated changes in our tax provisions, including further changes to applicable U.S. tax laws.
Because of our current indebtedness: • our ability to engage in acquisitions without raising additional equity or obtaining additional debt financing is limited; • our ability to obtain additional financing for working capital, capital expenditures, acquisitions, debt service requirements, or general corporate purposes, and our ability to satisfy our obligations with respect to our indebtedness may be impaired in the future; • a large portion of our cash flow from operations must be dedicated to the payment of principal and interest on our indebtedness, thereby reducing the funds available to us for other purposes; • although we enter into interest rate hedging transactions periodically, we are exposed to the risk of increased interest rates because borrowings under the Credit Facilities and certain floating rate operating and finance leases are at variable rates of interest; • it may be more difficult for us to satisfy our obligations to our creditors, resulting in possible defaults on, and acceleration of, such indebtedness; • we may be more vulnerable to general adverse economic and industry conditions; • we may be at a competitive disadvantage compared to our competitors with proportionately less indebtedness or with comparable indebtedness on more favorable terms and, as a result, they may be better positioned to withstand economic downturns; • our ability to refinance indebtedness may be limited or the associated costs may increase; • our flexibility to adjust to changing market conditions and ability to withstand competitive pressures could be limited; and • we may be prevented from carrying out capital spending and restructurings that are necessary or important to our growth strategy and efforts to improve operating margins of our businesses. 29 Table of Contents Although the Credit Facilities contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and additional indebtedness incurred in compliance with these restrictions may be significant.
Because of our current indebtedness: • our ability to engage in acquisitions without raising additional equity or obtaining additional debt financing is limited; • our ability to obtain additional financing for working capital, capital expenditures, acquisitions, debt service requirements, or general corporate purposes, and our ability to satisfy our obligations with respect to our indebtedness may be impaired in the future; • a large portion of our cash flow from operations must be dedicated to the payment of principal and interest on our indebtedness, thereby reducing the funds available to us for other purposes; • although we enter into interest rate hedging transactions periodically, we are exposed to the risk of increased interest rates because borrowings under the Credit Facilities and certain floating rate operating and finance leases are at variable rates of interest; • it may be more difficult for us to satisfy our obligations to our creditors, resulting in possible defaults on, and acceleration of, such indebtedness; • we may be more vulnerable to general adverse economic and industry conditions; • we may be at a competitive disadvantage compared to our competitors with proportionately less indebtedness or with comparable indebtedness on more favorable terms and, as a result, they may be better positioned to withstand economic downturns; • our ability to refinance indebtedness may be limited or the associated costs may increase; • our flexibility to adjust to changing market conditions and ability to withstand competitive pressures could be limited; and • we may be prevented from carrying out capital spending and restructurings that are necessary or important to our growth strategy and efforts to improve operating margins of our businesses.
For example, in the fourth quarter of 2024, we consolidated or closed certain branches and other locations, and, based on a long-lived asset impairment test that we performed, recorded impairment and other related charges of approximately $11.4 million.
For example, in the fourth quarter of 2024 and 2025, we consolidated or closed certain branches and other locations, and, based on a long-lived asset impairment test that we performed, recorded impairment and other related charges of approximately $5.6 million and $11.4 million, respectively.
SiteOne Landscape Supply Holding, LLC (“Landscape Holding”) and SiteOne Landscape Supply, LLC (“Landscape”) are parties to (i) a credit agreement dated December 23, 2013, providing for an asset-based loan facility in the amount of up to $600.0 million, subject to availability under a borrowing base (as so amended, the “ABL Facility”) and (ii) a second amended and restated credit agreement dated March 23, 2021, providing for a syndicated senior secured term loan facility, which had an outstanding balance of $392.7 million as of December 29, 2024 (as so amended, “the Tranche B Term Loans” and, together with the ABL Facility, the “Credit Facilities”).
SiteOne Landscape Supply Holding, LLC (“Landscape Holding”) and SiteOne Landscape Supply, LLC (“Landscape”) are parties to (i) a credit agreement dated December 23, 2013, providing for an asset-based loan facility in the amount of up to $600.0 million, subject to availability under a borrowing base (as so amended, the “ABL Facility”), which had no outstanding balance and (ii) a second amended and restated credit agreement dated March 23, 2021, providing for a syndicated senior secured term loan facility, which had an outstanding balance of $388.8 million as of December 28, 2025 (as so amended, “the Tranche B Term Loans” and, together with the ABL Facility, the “Credit Facilities”).
General business, financial market, and economic 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, unemployment levels, geopolitics, tax rates, capital spending, bankruptcies, volatility in both the debt and equity capital markets, liquidity of the global financial markets, 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.
General business, economic and financial 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 and deflation, unemployment levels, geopolitics, tax rates, capital spending, bankruptcies, volatility, any government 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.
We may not be able to continue to identify suitable acquisition targets and may face increased competition for these acquisition targets by both existing competitors as well as new market entrants.
We may not be able to continue to identify suitable acquisition targets and may face increased competition for these acquisition targets by both existing competitors as well as new market entrants as our industry continues to consolidate.
As of December 29, 2024, goodwill represented approximately 17% of our total assets. Goodwill is currently not amortized for financial reporting purposes and is subject to impairment testing at least annually using a fair-value based approach. The identification and measurement of goodwill impairment involves the estimation of the fair value of our reporting units.
As of December 28, 2025, goodwill represented approximately 16% of our total assets. Goodwill is currently not amortized for financial reporting purposes and is subject to impairment testing at least annually using a fair-value based approach. The identification and measurement of goodwill impairment involves the estimation of the fair value of our reporting units.
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.
With respect to the residential construction sector in particular, spending on landscape projects is largely discretionary. Therefore, lower levels of consumer spending or homeowners determining to perform landscape upgrades or maintenance themselves (rather than outsource to contractors), or to focus less on outdoor projects more generally may adversely affect our business.
Market disruptions, such as those experienced in 2020, as well as our significant indebtedness levels, may increase our cost of borrowing or adversely affect our ability to refinance our obligations as they become due.
Market disruptions, as well as our significant indebtedness levels, may increase our cost of borrowing or adversely affect our ability to refinance our obligations as they become due.
Changes in immigration laws and regulations, trends in labor migration, and increases in our customers’ personnel costs or the inability of our customers to hire sufficient personnel, which may be amplified in tight labor market conditions, could adversely impact our business, financial position, results of operations, and cash flows. We depend on a limited number of key personnel.
Changes in immigration laws and regulations, including those contained in OBBBA, trends in labor migration, and increases in our customers’ personnel costs or the inability of our customers to hire sufficient personnel, which may be amplified in tight labor market conditions, could adversely impact our business, financial position, results of operations, and cash flows.
Furthermore, natural disasters, adverse weather conditions and/or climate change-related events, such as droughts, severe storms, wildfires, hurricanes, and significant rain or snowfall, can adversely impact the demand for our products, availability of products, timing of product delivery, or our ability to deliver products at all.
Furthermore, natural disasters and other adverse weather 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.
We may use interest rate risk management techniques in an effort to limit our exposure to interest rate fluctuations. Such techniques may include various interest rate hedging activities to the extent permitted by the Investment Company Act of 1940. Additionally, we cannot assure you that financing will be available on acceptable terms, if at all.
Such techniques may include various interest rate hedging activities to the extent permitted by the Investment Company Act of 1940. Additionally, we cannot assure that financing will be available on acceptable terms, if at all.
The strength of these markets depends on, among other things, housing starts, consumer spending, non-residential construction spending activity and business investment, which are a function of many factors beyond our control, including interest rates, employment levels, changes in the tax laws, availability of credit, geopolitics, consumer confidence, and capital spending.
The strength of these markets depends on, among other things, housing starts, consumer spending and commercial construction investment, which are a function of many factors beyond our control, including interest rates, employment levels, regulatory policy changes, geopolitics, availability of credit, and consumer confidence and demand.
Our suppliers may increase prices or reduce discounts on the products we distribute and we may be unable to pass on any cost increase to our customers, thereby resulting in reduced margins and profits.
Our suppliers may increase prices or reduce discounts on the products we distribute and we may be unable to pass on any cost increase to our customers, thereby resulting in reduced margins and profits. Consolidation among our suppliers could also reduce our ability to negotiate favorable commercial terms.
If we are unable to refinance our indebtedness or access additional credit, or if short-term or long-term borrowing costs dramatically increase, our ability to finance current operations and meet our short-term and long-term obligations could be adversely affected. Risks Related to Our Common Stock The market price of our common stock may be volatile.
If we are unable to refinance our indebtedness or access additional credit, or if short-term or long-term borrowing costs dramatically increase, our ability to finance current operations and meet our short-term and long-term obligations could be adversely affected.
We rely on manufacturers and other suppliers to provide us with the products we sell and distribute. As we do not have direct control over the quality of the products manufactured or supplied by such third-party suppliers, we are exposed to risks relating to the quality of the products we distribute.
As we do not have direct control over the quality of the products manufactured or supplied by such third-party suppliers, we are exposed to risks relating to the quality of the products we distribute.
Various federal and state labor laws govern our relationships with our associates and affect our operating costs. These laws include employee classifications as exempt or non-exempt, minimum wage requirements, unemployment tax rates, workers’ compensation rates, overtime, family leave, anti-discrimination laws, safety standards, payroll taxes, citizenship requirements, and other wage and benefit requirements for employees classified as non-exempt.
These laws include employee classifications as exempt or non-exempt, minimum wage requirements, unemployment tax rates, workers’ compensation rates, overtime, family leave, anti-discrimination laws, safety standards, payroll taxes, citizenship requirements, and other wage and benefit requirements for employees classified as non-exempt.
Our operations are substantially dependent on weather and climate conditions. 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, which may have an adverse effect on our business.
Our operations are substantially dependent on weather and climate conditions. 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.
Additional risks and uncertainties not currently known to us or that we currently believe are immaterial may also adversely impact our reputation, business, financial position, results of operations, and cash flows.
Additional risks and uncertainties not currently known to us or that we currently believe are immaterial may also adversely impact our reputation, business, financial position, results of operations, and cash flows. Risks Related to Our Business and Our Industry Cyclicality in our business could result in lower Net sales and reduced cash flows and profitability.
These disruptions could also cause our customers to encounter liquidity issues that could lead to a reduction in the amount of our products purchased or services used, could result in an increase in the time it takes our customers to pay us, or could lead to a decrease in pricing for our products, any of which could adversely affect our accounts receivable, among other things, and, in turn, increase our working capital needs.
These disruptions could also cause our customers to encounter liquidity issues that may lead to a reduction in the amount of our products purchased or services used, result in an increase in the time it takes our customers to pay us or lead to a decrease in pricing for our products, any of which could adversely affect our financial position, results of operations, and cash flows.
Our suppliers’ ability to provide us with products can also be adversely affected in the event they become financially unstable, fail to comply with applicable laws, encounter supply disruptions, shipping interruptions, trade restrictions, tariffs or increased costs, or face other factors beyond our control, including, for example, as a result of the conflict between Russia and Ukraine, the conflict in the Gaza Strip, and other unrest in the Middle East.
Our suppliers’ ability to provide us with products can also be adversely affected in the event they become financially unstable, fail to comply with applicable laws, encounter supply disruptions, shipping interruptions, trade restrictions, tariffs or increased costs, or face other factors beyond our control.
Further, existing and future competitors, and private equity firms, increasingly compete with us for acquisitions, which can increase prices and reduce the number of suitable opportunities available to us; the acquisitions they make may also adversely impact our market position.
Further, existing and future competitors, and private equity firms, increasingly compete with us for acquisitions, which can increase prices and reduce the number of suitable opportunities available to us or adversely impact our market position. Competition can also reduce demand for our products and services, negatively affect our product sales and services or cause us to lower prices.
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.
While the rate of inflation has moderated, we have continued to experience the adverse impact of inflationary pressures and other adverse economic conditions, and we cannot predict whether these adverse economic conditions 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.
These laws and regulations include laws relating to consumer protection, wage and hour requirements, the employment of immigrants, labor relations, permitting and licensing, building code requirements, workers’ safety, the environment, employee benefits, marketing and advertising, and the application and use of herbicides, pesticides, and other chemicals.
These requirements also include consumer protection, wage and hour, immigration and labor relations, permitting and licensing, building codes, worker safety, employee benefits, marketing and advertising, and laws governing the application and use of herbicides, pesticides, and other chemicals.
Disruptions in credit or financial markets could, among other things, lead to impairment charges, make it more difficult for us to obtain, or increase our cost of obtaining, financing for our operations or investments or to refinance our indebtedness, cause our lenders to depart from prior credit industry practice and not give technical or other waivers under the Credit Facilities (as defined under “—Risks Related to Our Current Indebtedness” below), to the extent we may seek them in the future, thereby causing us to be in default under one or more of the Credit Facilities.
Additionally, disruptions or volatility in financial markets could, among other things, lead to impairment charges, make it more difficult for us to obtain, or increase our cost of obtaining, financing for our operations or investments or to refinance our indebtedness, cause our lenders to depart from prior credit industry practice and not give technical or other waivers for potential defaults under the Credit Facilities.
Our success also depends on our ability to continue to identify, attract, manage, motivate, and retain other qualified management personnel as we grow. We may not be able to continue to attract or retain such personnel in the future. The nature of our business exposes us to construction defect and product liability claims as well as other legal proceedings.
We may not be able to continue to attract or retain such personnel in the future. The nature of our business exposes us to construction defect and product liability claims as well as other legal proceedings. We rely on manufacturers and other suppliers to provide us with the products we sell and distribute.
Any impairment of goodwill or other intangible assets, including as a result of market dynamics beyond our control, will reduce Net income in the period in which the impairment is recognized.
Any impairment of goodwill or other intangible assets, including as a result of market dynamics beyond our control, will reduce Net income in the period in which the impairment is recognized. 22 Table of Contents Inefficient or ineffective allocation of capital could adversely affect our operating results and/or stockholder value.
Risks Related to Our Current Indebtedness We have outstanding indebtedness and may incur substantial additional indebtedness, which could adversely affect our financial health and our ability to obtain financing in the future, react to changes in our business, or satisfy our obligations.
If the Internal Revenue Service or state taxing authorities disagree with these filing positions, we may owe additional taxes. 25 Table of Contents Risks Related to Our Current Indebtedness We have outstanding indebtedness and may incur substantial additional indebtedness, which could adversely affect our financial health and our ability to obtain financing in the future, react to changes in our business, or satisfy our obligations.
Governments may 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.
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. Any of these conditions may negatively impact consumer demand for landscaping products in ways that we are unable to predict, which may have an adverse impact on our business.
Market variables and other events outside of our control could cause our Cost of goods sold and operating costs to grow more rapidly than Net sales, which could result in lower Gross profit and gross margin as well as lower Net income.
Our inability to mitigate or pass through increased product and operating costs as a result of market variables outside of our control in a timely manner, or at all, could cause our Cost of goods sold and operating costs to grow more rapidly than Net sales, resulting in lower Gross profit, gross margin, and Net income.
This could have serious consequences to our financial position and results of operations and could cause us to become bankrupt or insolvent. 30 Table of Contents Our ability to generate the significant amount of cash needed to pay interest and principal on our indebtedness and our ability to refinance all or a portion of our indebtedness or obtain additional financing depends on many factors beyond our control.
Our ability to generate the significant amount of cash needed to pay interest and principal on our indebtedness and our ability to refinance all or a portion of our indebtedness or obtain additional financing depends on many factors beyond our control.
Risks Related to Our Business and Our Industry Cyclicality in our business could result in lower Net sales and reduced cash flows and profitability. We have been, and in the future may be, adversely impacted by declines in the new residential and commercial construction sectors, as well as in spending on repair and upgrade activities.
We have been, and in the future may be, adversely impacted by declines in the new residential and commercial construction sectors, as well as in spending on repair and upgrade activities.
A significant or large-scale malfunction or interruption of our systems or the systems of third-party vendors could adversely affect our ability to manage and keep our operations running efficiently and damage our reputation.
Changes or modifications to our information technology systems could cause disruptions to our operations or cause challenges with respect to our compliance with laws, regulations, or other applicable standards. 24 Table of Contents A significant or large-scale malfunction or interruption of our systems or the systems of third-party vendors could adversely affect our ability to manage and keep our operations running efficiently and damage our reputation.
As of December 29, 2024, we had $393.3 million of total long-term consolidated indebtedness outstanding and $130.6 million of finance lease obligations excluding interest.
As of December 28, 2025, we had $389.4 million of total long-term consolidated indebtedness outstanding and $134.8 million of finance lease obligations excluding interest.
Even if we are able to comply with all such regulations and obtain all necessary registrations and licenses, the herbicides and pesticides or other products we supply could be alleged to cause injury to the environment, to people or to animals, or such products could be banned in certain circumstances. We are subject to such allegations from time to time.
Even when we comply with applicable regulations and maintain required registrations and licenses, our products may be alleged to cause harm to the environment, people, or animals, or may be banned or restricted in certain circumstances, and we are subject to such allegations from time to time.
Our business, financial condition, and results of operations could be materially impaired by environmental, health, safety, and other risks that reduce our revenues, increase our costs, or subject us to other liabilities in excess of available insurance.
Our business, financial condition, and results of operations could be materially impaired by environmental, health, safety, and other risks that reduce our revenues, increase our costs, or subject us to other liabilities in excess of available insurance. 17 Table of Contents Our industry and the markets in which we operate are highly competitive and fragmented, and increased competitive pressures could reduce our share of the markets we serve and adversely affect our business, financial position, results of operations, and cash flows.
Our operating profit will be adversely affected if we are unable to obtain the fuel we require or to fully offset the anticipated impact of higher fuel prices through increased prices or fuel surcharges to our customers.
If we are unable to obtain the fuel we require or to fully offset higher fuel prices through increased prices or fuel surcharges, our operating profit and results of operations could be adversely affected. Shortages in petroleum product supply could further exacerbate these impacts.
Therefore, if we do not properly allocate our capital, including with respect to returning value to our stockholders through this share repurchase authorization, we may fail to produce optimal financial results and experience a reduction in stockholder value. 25 Table of Contents The majority of our Net sales are derived from credit sales, which are made primarily to customers whose ability to pay is dependent, in part, upon the economic strength of the geographic areas in which they operate, and the failure to collect monies owed from customers could adversely affect our working capital and financial condition.
The majority of our Net sales are derived from credit sales, which are made primarily to customers whose ability to pay is dependent, in part, upon the economic strength of the geographic areas in which they operate, and the failure to collect monies owed from customers could adversely affect our working capital and financial condition.
There may also be technical corrections or superseding legislation proposed with respect to tax laws, the risk of which is uncertain in light of the 2024 election results, and the effect and timing cannot be predicted and may be adverse to us or our business, financial position, results of operations, and cash flows.
The risks associated with changes in tax laws in the future are uncertain, and the effect and timing of such changes cannot be predicted and may be adverse to us or our business, financial position, results of operations, and cash flows.
In October 2022, our Board of Directors approved a share repurchase authorization for up to $400.0 million of the Company’s common stock. The Company has, and intends to continue 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 Company has, and intends to continue 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. Repurchases under our share repurchase program will reduce the market liquidity for our stock, potentially affecting its trading volatility and price.
We carry cybersecurity insurance to help mitigate the financial exposure and related notification procedures in the event of intentional intrusion, including the July 2020 ransomware attack; however, there can be no assurance that our insurance will adequately protect against potential losses that could adversely affect our business. 27 Table of Contents We rely on our computer and data processing systems, and a large-scale malfunction or failure in our information technology systems could disrupt our business, create potential liabilities for us, or limit our ability to effectively monitor, operate, and control our operations and adversely impact our reputation, business, financial position, results of operations, and cash flows.
We rely on our computer and data processing systems, and a large-scale malfunction or failure in our information technology systems could disrupt our business, create potential liabilities for us, or limit our ability to effectively monitor, operate, and control our operations and adversely impact our reputation, business, financial position, results of operations, and cash flows.
Competition can also reduce demand for our products and services, negatively affect our product sales and services or cause us to lower prices. Consolidation of professional landscape service firms may result in increased competition for their business. Certain product manufacturers that sell and distribute their products directly to landscapers may increase the volume of such direct sales.
Consolidation of professional landscape service firms may result in increased competition for their business. Certain product manufacturers that sell and distribute their products directly to landscapers may increase the volume of such direct sales. Our suppliers may also elect to enter into exclusive supplier arrangements with other distributors. We also face increased competition for our talent base from our competitors.
We may not be able to attract or retain key executives, which could adversely impact our business and inhibit our ability to operate and grow successfully.
As a result, we may suffer from reputational damage and our business or financial condition could be adversely affected. 21 Table of Contents We depend on a limited number of key personnel. We may not be able to attract or retain key executives, which could adversely impact our business and inhibit our ability to operate and grow successfully.
Significant additional government regulations, including the Employee Free Choice Act, the Paycheck Fairness Act, and the Arbitration Fairness Act, could materially affect our business, financial condition, and results of operations. Changes in immigration laws and policies could also affect labor market conditions and workforce availability in our operating regions, potentially increasing competition for workers and related labor costs.
Significant additional government regulations, including the Employee Free Choice Act, the Paycheck Fairness Act, and the Arbitration Fairness Act, could materially affect our business, financial condition, and results of operations.
Investor advocacy groups, certain institutional investors, investment funds and other influential investors are also increasingly focused on these practices and have placed increasing importance on the implications and social cost of their investments.
In addition, companies across many industries have faced interest from stakeholders related to their sustainability practices, particularly as it relates to perceived effects of climate change. Investor advocacy groups, certain institutional investors, investment funds and other influential investors have also focused on these practices and have placed increasing importance on the implications and social cost of their investments.
Inefficient or ineffective allocation of capital could adversely affect our operating results and/or stockholder value. We strive to allocate capital in a manner that enhances stockholder value, lowers our cost of capital, and demonstrates our commitment to return excess capital to stockholders, while maintaining our ability to invest in strategic acquisition opportunities.
We strive to allocate capital in a manner that enhances stockholder value, lowers our cost of capital, and demonstrates our commitment to return excess capital to stockholders, while maintaining our ability to invest in strategic acquisition opportunities. In October 2022, our Board of Directors approved a share repurchase authorization for up to $400.0 million of the Company’s common stock.
The loss of the services of one or a combination of our senior executives or key employees could have a material adverse effect on our results of operations. Our business may also be negatively impacted if one of our senior executives or key employees is hired or recruited by a competitor.
The loss of the services of one or a combination of our senior executives or key employees or the inability to identify suitable successors to these key roles could have a material adverse effect on our results of operations.
In addition, former associates may start landscape supply businesses similar to ours, in competition with us. Given the low barriers to entry in our industry, the possibility of former associates starting similar businesses may be more likely.
If we are unable to retain our talent or lose talent to a competitor, our ability to achieve our strategic objectives may be adversely affected. In addition, given the low barriers to entry in our industry, former associates may start landscape supply businesses similar to ours in competition with us.
Accordingly, results for any quarter are not necessarily indicative of the results that may be achieved for the full fiscal year. 17 Table of Contents The prices and costs of the products we purchase may be subject to large and significant price fluctuations.
Accordingly, results for any quarter are not necessarily indicative of the results that may be achieved for the full fiscal year. 15 Table of Contents Prices for the products we purchase and the costs to operate our business are subject to significant volatility and external market variables beyond our control, and we may be unable to adjust our pricing or cost structure quickly enough to avoid the adverse effects on our financial performance.
As of December 29, 2024, an increase of one percentage point in interest rates would result in an increase of approximately $4.0 million in projected interest payments for the 2025 Fiscal Year based on the amounts outstanding under the ABL Facility and the Tranche B Term Loans that were not covered by our interest rate swap contracts.
As of December 28, 2025, an increase of one percentage point in interest rates would result in an increase of approximately $3.9 million in projected interest payments for the 2026 Fiscal Year based on the amounts outstanding under the Credit Facilities. We may use interest rate risk management techniques in an effort to limit our exposure to interest rate fluctuations.
These changes in environmental and climate change laws or regulations, including laws relating to greenhouse gas emissions, could lead to additional operational and compliance burdens, and collecting, measuring, and analyzing information relating to such matters can be costly, time-consuming, dependent on third-party cooperation, and unreliable.
New or more stringent requirements, including climate‑related disclosure obligations and laws addressing greenhouse gas emissions, are expected to increase our operational, compliance, and reporting burdens. Collecting, measuring, and analyzing relevant data can be costly, time‑consuming, dependent on third‑party cooperation, and subject to uncertainty, and these requirements may necessitate additional investments in systems, processes, and product design.
In addition, changes in, or new interpretations of, existing laws, regulations, or enforcement policies, the discovery of previously unknown contamination, or the imposition of other environmental liabilities or obligations in the future, including obligations with respect to any potential health hazards of our products, may lead to additional compliance or other costs that could have a material adverse effect on our business, financial position, results of operations, and cash flows.
Changes in, or new interpretations of, existing laws, regulations, or enforcement policies; the discovery of previously unknown contamination; or the imposition of new environmental or health‑related obligations, including those related to potential health hazards of our products, could require additional compliance measures, capital investments, or operational changes that increase costs and adversely affect our business. 16 Table of Contents In the United States, products containing herbicides and pesticides generally must be registered with the U.S.
Our business, financial condition, results of operations, and cash flows could be adversely affected if any of the foregoing factors were to occur. Risks associated with our labor force and our customers’ labor force could have a significant adverse effect on our business. We have an employee base of approximately 8,300 associates.
Our business, financial condition, results of operations, and cash flows could be adversely affected if any of the foregoing factors were to occur. In addition, we have made, and in the future may make, acquisitions through joint ventures. Joint ventures inherently involve a lesser degree of control over the business operations acquired.
Prices and availability of petroleum products are subject to political, economic, and market factors that are outside our control. Political and military events in petroleum-producing regions, including the Middle East, U.S. energy policy, and hurricanes and other weather-related events may cause the price of fuel to increase.
Petroleum prices have fluctuated significantly in recent years and are influenced by political, economic, and market factors beyond our control, including political and military events in petroleum-producing regions (such as the Middle East), U.S. energy policy, and severe weather. We have not entered into hedging arrangements that protect against fuel price increases and do not have long-term fuel purchase contracts.
Our financial performance is affected by the level of our operating expenses, such as occupancy costs associated with the leases for our branch locations and costs of fuel, vehicle maintenance, equipment, parts, wages and salaries, employee benefits, health care, self-insurance costs and other insurance premiums, as well as various regulatory compliance costs, all of which may be subject to inflationary pressures.
We incur significant operating expenses for occupancy, fuel, vehicle maintenance, equipment, parts, wages and salaries, employee benefits, health care, self-insurance and other insurance premiums, and regulatory compliance, among other items.
Previously, downturns in the commercial construction market have typically lasted about two to three years, resulting in market declines of approximately 20% to 40%.
Our Net sales also depend, in significant part, on commercial construction, which is cyclical in nature and subject to downturns, which can be severe. These downturns have historically lasted about two to three years, and generally result in market declines of approximately 20% to 40%.
In the 2024 and 2023 Fiscal Years, we experienced a softening of the residential construction sector, including as a result of home price inflation and higher mortgage rates, which persisted through the 2024 Fiscal Year despite a 50-basis point reduction in interest rates in September 2024 and two additional 25-basis point rate cuts in the fourth quarter of 2024.
For example, we have experienced continued and persistent 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 during the past several fiscal years.
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.
These and other unfavorable economic conditions may continue to suppress residential construction activity and reduce demand for our products and, if the softening of this sector continues to persist, the resulting impact on demand for landscape supplies are uncertain.
We might not be able to pass cost increases through to our customers, and we may experience losses in a rising price environment. In addition, we might have to lower our prices in a declining price environment, which could also lead to losses.
In a rising cost environment, if we are unable to pass cost increases through to our customers, we may experience reduced Gross profit, gross margin, and Net income.
However, we may be unable to renew our current or future leases on favorable terms or at all, which could have an adverse effect on our operations and costs.
We may be unable to renew leases on favorable terms or at all, and if we close a location, we generally remain obligated to perform under the applicable lease, including with respect to payment of base rent for the balance of the term, which could adversely affect our operations and costs.
For example, certain of our contracts with suppliers include prices for commodities such as grass seed and chemicals used in fertilizer that are not fixed or tied to an index, which allows our suppliers to change the prices of their products as the input prices fluctuate.
Changes in the cost of products and inputs, such as commodities used by our suppliers, such as grass seed and chemicals used in fertilizer, may not be fully or timely passed through to our customers.
Compliance with, or liabilities under, environmental, health and safety laws and regulations, including laws and regulations pertaining to the use and application of our products as well as climate change legislation, could result in significant costs that adversely impact our reputation, business, financial position, results of operations, and cash flows.
Laws and regulations governing several aspects of our operations could increase our costs, restrict our operations or product offerings, expose us to liabilities, and adversely affect our reputation, business, financial position, results of operations, and cash flows.
As a result, we may suffer from reputational damage and our business or financial condition could be adversely affected. 20 Table of Contents Our industry and the markets in which we operate are highly competitive and fragmented, and increased competitive pressures could reduce our share of the markets we serve and adversely affect our business, financial position, results of operations, and cash flows.
As a result, any of these factors, individually or in combination, could adversely affect our business, financial condition, results of operations, liquidity, and cash flows.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeAdditionally, in furtherance of detecting, identifying, managing, and protecting against cybersecurity and other data security threats, we also: • utilize Geo-IP blocking to restrict access from outside North America to our external networks, systems, and websites; • maintain established information security policies and processes; • provide regular security and privacy workforce training to instruct all associates on identifying and safeguarding against cybersecurity concerns; • deploy regular network and endpoint software updates on all company-managed systems and workstations to detect and prevent, among others, viruses, malicious code, unauthorized access, and phishing attempts; • maintain a disaster recovery plan, and perform at least four disaster recovery exercises annually to validate and optimize our recovery efforts in event of a cybersecurity incident; • conduct quarterly phishing exercises for all associates and, if necessary, additional training or remedial action is taken; • regularly engage third-party cybersecurity experts to conduct vulnerability assessments and penetration testing on our information networks, systems, and applications; and • maintain cybersecurity liability insurance.
Biggest changeAdditionally, in furtherance of detecting, identifying, managing, and protecting against cybersecurity and other data security threats, we also: • utilize Geo-IP blocking to restrict access from outside North America to our external networks, systems, and websites; • maintain established information security policies and processes; • provide regular security and privacy workforce training to instruct all associates on identifying and safeguarding against cybersecurity concerns; • deploy regular network and endpoint software updates on all company-managed systems and workstations to detect and prevent, among others, viruses, malicious code, unauthorized access, and phishing attempts; • maintain a disaster recovery plan, and perform at least four disaster recovery exercises annually to validate and optimize our recovery efforts in event of a cybersecurity incident; • conduct quarterly phishing exercises for all associates and, if necessary, additional training or remedial action is taken; • regularly engage third-party cybersecurity experts to conduct vulnerability assessments and penetration testing on our information networks, systems, and applications; • maintain a retainer with a top-tier cybersecurity partner for assistance in investigating and responding to cybersecurity incidents or threats; and • maintain cybersecurity liability insurance.
Our CISO provides regular updates to our Chief Information Officer as well as to the Audit Committee, and more frequently as needed, regarding information security matters and risks, including, cybersecurity threats. 34 Table of Contents
Our CISO provides regular updates to our Chief Information Officer as well as to the Audit Committee, and more frequently as needed, regarding information security matters and risks, including, cybersecurity threats. 29 Table of Contents
Refer to “Risk Factors – Risks Relating to Our Business and Our Industry” for additional information regarding the cybersecurity risks faced by the Company. 33 Table of Contents Governance The Company’s Board of Directors has ultimate oversight responsibility for risks relating to our information security program.
Refer to “Risk Factors – Risks Related to Our Business and Our Industry” for additional information regarding the cybersecurity risks faced by the Company. 28 Table of Contents Governance The Company’s Board of Directors has ultimate oversight responsibility for risks relating to our information security program.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeAs of December 29, 2024, we operated 694 branches in the following locations: State /Province Number of Locations State /Province Number of Locations California 79 Idaho 5 Florida 71 Louisiana 5 Texas 64 Nevada 5 North Carolina 39 New Hampshire 5 Virginia 37 Oklahoma 5 Arizona 29 Oregon 4 Massachusetts 29 Arkansas 3 Georgia 24 Kentucky 3 New York 21 Nebraska 3 Colorado 20 Rhode Island 3 Michigan 19 Utah 3 New Jersey 19 Delaware 2 South Carolina 18 Iowa 2 Ohio 16 Hawaii 1 Illinois 15 Maine 1 Connecticut 14 Mississippi 1 Maryland 13 New Mexico 1 Missouri 13 North Dakota 1 Tennessee 13 South Dakota 1 Washington 13 Pennsylvania 10 Alberta 8 Alabama 9 Ontario 8 Indiana 9 British Columbia 6 Minnesota 9 Manitoba 1 Kansas 6 Québec 1 Wisconsin 6 Saskatchewan 1 35 Table of Contents
Biggest changeAs of December 28, 2025, we operated distribution centers in the following locations: Location Approximate Square Footage Commenced Operations Kenosha, Wisconsin 417,000 Fourth Quarter 2025 Goodyear, Arizona 392,000 Second Quarter 2023 Hutchins, Texas 338,000 Fourth Quarter 2021 Palmetto, Georgia 335,000 Fourth Quarter 2021 Carlisle, Pennsylvania 201,000 First Quarter 2018 As of December 28, 2025, we operated 673 branches in the following locations: State /Province Number of Locations State /Province Number of Locations California 77 Idaho 5 Florida 71 Louisiana 5 Texas 60 Nevada 5 North Carolina 42 New Hampshire 5 Virginia 34 Oklahoma 5 Arizona 26 Oregon 4 Massachusetts 26 Arkansas 3 Georgia 25 Kentucky 3 Michigan 20 Nebraska 3 Colorado 19 Rhode Island 3 New Jersey 19 Utah 3 New York 19 Delaware 2 South Carolina 19 Hawaii 2 Ohio 16 Iowa 2 Connecticut 14 Maine 1 Illinois 14 Mississippi 1 Missouri 13 New Mexico 1 Tennessee 13 North Dakota 1 Maryland 11 South Dakota 1 Minnesota 10 Pennsylvania 10 Alberta 8 Washington 10 Ontario 6 Indiana 9 British Columbia 5 Alabama 8 Manitoba 1 Kansas 6 Saskatchewan 1 Wisconsin 6 30 Table of Contents
Item 2. Properties Our corporate headquarters is located on leased premises at 300 Colonial Center Parkway, Suite 600, Roswell, Georgia 30076. Our corporate headquarters is approximately 55,000 square feet and the lease will expire in 2037. We own and lease a variety of facilities in 45 U.S. states and six Canadian provinces for our branch operations, offices, and storage.
Item 2. Properties Our corporate headquarters is located on leased premises at 300 Colonial Center Parkway, Suite 600, Roswell, Georgia 30076. Our corporate headquarters is approximately 55,000 square feet and the lease will expire in 2037. We own and lease a variety of facilities in 45 U.S. states and five Canadian provinces for our branch operations, offices, and storage.
We primarily lease 5,000 to 15,000 square foot facilities in both freestanding and multi-tenant buildings with secured outside storage yards averaging from 10,000 to 20,000 square feet. As of December 29, 2024, we leased four distribution center facilities across the United States.
We primarily lease 5,000 to 15,000 square foot facilities in both freestanding and multi-tenant buildings with secured outside storage yards averaging from 10,000 to 20,000 square feet. The significant majority of our facilities are subject to operating leases, and we own 20 properties. As of December 28, 2025, we leased six distribution center facilities across the United States.
The Carlisle, Pennsylvania distribution center is approximately 201,000 square feet and commenced operations in the first quarter of 2018. The significant majority of our facilities are subject to operating leases, and we own 19 properties.
The South Middleton, Pennsylvania distribution center is approximately 306,000 square feet and is expected to commence operations in the second quarter of 2026.
Removed
Our West distribution center operations transitioned from Colton, California (approximately 179,000 square feet) to Goodyear, Arizona, which is approximately 392,000 square feet in April 2023. The Hutchins, Texas distribution center is approximately 338,000 square feet and the Palmetto, Georgia distribution center is approximately 335,000 square feet, both of which commenced operations in the fourth quarter of 2021.
Added
We were in the process of completing the transition of our Carlisle, Pennsylvania distribution center to a new location in South Middleton, Pennsylvania as of December 28, 2025. We intend to operate a single Northeast distribution center going forward.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeHowever, we can give no assurance that the results of any such proceedings will not materially affect our reputation, business, financial position, results of operations, and cash flows. Item 4. Mine Safety Disclosures Not applicable. 36 Table of Contents PART II
Biggest changeHowever, we can give no assurance that the results of any such proceedings will not materially affect our reputation, business, financial position, results of operations, or cash flows. Item 4. Mine Safety Disclosures Not applicable. 31 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeFiscal Year Ended Company / Index December 29, 2019 January 3, 2021 January 2, 2022 January 1, 2023 December 31, 2023 December 29, 2024 SiteOne Landscape Supply, Inc. $ 100.00 $ 175.36 $ 267.83 $ 129.69 $ 179.64 $ 147.81 NYSE Composite $ 100.00 $ 106.79 $ 128.87 $ 116.81 $ 132.90 $ 154.99 S&P 400 MidCap $ 100.00 $ 113.73 $ 141.88 $ 123.35 $ 143.63 $ 164.48 Dow Jones US Industrial Suppliers Index $ 100.00 $ 126.46 $ 168.96 $ 146.67 $ 217.61 $ 248.51 Recent Sales of Unregistered Securities None. 38 Table of Contents Purchases of Equity Securities by Issuer and Affiliates Purchasers The following table provides information about the purchases of our common stock made during the three months ended December 29, 2024: Periods Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions) (a) September 30, 2024 - November 3, 2024 — $ — — $ 342.0 November 4, 2024 - December 1, 2024 — $ — — $ 342.0 December 2, 2024 - December 29, 2024 223,421 $ 134.26 223,421 $ 312.0 Total 223,421 $ 134.26 223,421 $ 312.0 ______________ (a) In October 2022, our Board of Directors approved a share repurchase authorization for up to $400.0 million of our common stock.
Biggest changeFiscal Year Ended Company / Index January 3, 2021 January 2, 2022 January 1, 2023 December 31, 2023 December 29, 2024 December 28, 2025 SiteOne Landscape Supply, Inc. $ 100.00 $ 152.73 $ 73.96 $ 102.44 $ 84.29 $ 80.19 NYSE Composite $ 100.00 $ 120.68 $ 109.39 $ 124.46 $ 145.14 $ 171.43 S&P 400 MidCap $ 100.00 $ 124.76 $ 108.47 $ 126.29 $ 144.63 $ 157.79 Dow Jones US Industrial Suppliers Index $ 100.00 $ 133.61 $ 115.98 $ 172.08 $ 196.52 $ 223.45 Recent Sales of Unregistered Securities None. 33 Table of Contents Purchases of Equity Securities by Issuer and Affiliates Purchasers The following table provides information about the purchases of our common stock made during the three months ended December 28, 2025: Periods Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions) (a) September 29, 2025 - November 2, 2025 161,486 $ 123.83 161,486 $ 234.3 November 3, 2025 - November 30, 2025 160,793 $ 124.36 160,793 $ 214.3 December 1, 2025 - December 28, 2025 — $ — — $ 214.3 Total 322,279 $ 124.10 322,279 $ 214.3 ______________ (a) In October 2022, our Board of Directors approved a share repurchase authorization for up to $400.0 million of our common stock.
Our ability to pay dividends to holders of our common stock in the future will be limited as a practical matter by the Credit Facilities, insofar as we may seek to pay dividends out of funds made available to us by Landscape or its subsidiaries, because Landscape’s debt instruments directly or indirectly restrict Landscape’s ability to pay dividends or make loans to us.
Our ability to pay dividends to holders of our common stock in the future will be limited as a practical matter by our credit facilities, insofar as we may seek to pay dividends out of funds made available to us by Landscape or its subsidiaries, because Landscape’s debt instruments directly or indirectly restrict Landscape’s ability to pay dividends or make loans to us.
Dividends We do not expect to declare or pay dividends on our common stock for the foreseeable future. Instead, we intend to retain future earnings, if any, to service our debt, finance the growth and development of our business, fund acquisitions and share repurchases, and for working capital and general corporate purposes.
Dividends We do not expect to declare or pay dividends on our common stock for the foreseeable future. Instead, we intend to retain future earnings, if any, to service our debt, finance the growth and development of our business, fund acquisitions and share repurchases, and utilize for working capital and general corporate purposes.
All values assume a $100 initial investment at the closing price of our common stock on the NYSE and in each index on the last trading day of fiscal year 2019. The data for the NYSE Composite Index, Standard & Poor’s MidCap 400 Index, and Dow Jones US Industrial Supplier Index assumes all dividends were reinvested on the date paid.
All values assume a $100 initial investment at the closing price of our common stock on the NYSE and in each index on the last trading day of fiscal year 2020. The data for the NYSE Composite Index, Standard & Poor’s MidCap 400 Index, and Dow Jones US Industrial Supplier Index assumes all dividends were reinvested on the date paid.
The share repurchase authorization, which was announced on November 2, 2022, does not have an expiration date and may be amended, suspended, or terminated by our Board of Directors at any time. Item 6. [Reserved] 39 Table of Contents
The share repurchase authorization, which was announced on November 2, 2022, does not have an expiration date and may be amended, suspended, or terminated by our Board of Directors at any time. Item 6. [Reserved] 34 Table of Contents
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Common Stock Shares of our common stock trade on the NYSE under the symbol “SITE”. As of February 14, 2025, there were three registered holders of our common stock (this excludes stockholders whose shares are held of record by brokers, banks, or other nominees).
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Common Stock Shares of our common stock trade on the NYSE under the symbol “SITE”. As of February 13, 2026, there were three registered holders of our common stock (this excludes stockholders whose shares are held of record by brokers, banks, or other nominees).
The graph and table below present our cumulative total stockholder returns relative to the performance of the NYSE Composite Index, Standard & Poor’s MidCap 400 Index, and Dow Jones US Industrial Supplier Index for the five most recent fiscal years.
“Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” in this Annual Report on Form 10-K, which information will be set forth in SiteOne’s Proxy Statement for the 2026 Annual Meeting of Stockholders. 32 Table of Contents Stock Performance Graph The graph and table below present our cumulative total stockholder returns relative to the performance of the NYSE Composite Index, Standard & Poor’s MidCap 400 Index, and Dow Jones US Industrial Supplier Index for the five most recent fiscal years.
Removed
“Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” in this Annual Report on Form 10-K, which information will be set forth in SiteOne’s Proxy Statement for the 2025 Annual Meeting of Stockholders. 37 Table of Contents Stock Performance Graph This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

103 edited+17 added−56 removed90 unchanged
Biggest change(In millions except per share information and percentages, unaudited) 2024 Fiscal Year 2023 Fiscal Year Year Qtr 4 Qtr 3 Qtr 2 Qtr 1 Year Qtr 4 Qtr 3 Qtr 2 Qtr 1 Net sales $ 4,540.6 $ 1,013.1 $ 1,208.8 $ 1,413.9 $ 904.8 $ 4,301.2 $ 965.0 $ 1,145.1 $ 1,353.7 $ 837.4 Cost of goods sold 2,980.5 675.5 797.8 903.6 603.6 2,810.0 638.4 757.0 864.3 550.3 Gross profit 1,560.1 337.6 411.0 510.3 301.2 1,491.2 326.6 388.1 489.4 287.1 Selling, general and administrative expenses 1,385.1 364.5 349.1 343.8 327.7 1,256.6 332.8 311.8 320.6 291.4 Other income, net (17.3) (2.0) (8.0) (3.1) (4.2) (15.7) (4.3) (4.9) (2.5) (4.0) Operating income (loss) 192.3 (24.9) 69.9 169.6 (22.3) 250.3 (1.9) 81.2 171.3 (0.3) Interest and other non-operating expenses, net 31.9 6.7 9.5 9.0 6.7 27.1 6.5 6.4 7.3 6.9 Income tax expense (benefit) 36.0 (10.1) 15.8 40.0 (9.7) 49.8 (5.0) 17.5 40.0 (2.7) Net income (loss) $ 124.4 $ (21.5) $ 44.6 $ 120.6 $ (19.3) $ 173.4 $ (3.4) $ 57.3 $ 124.0 $ (4.5) Less: Net income attributable to non-controlling interest 0.8 0.2 0.2 0.4 — — — — — — Net income (loss) attributable to SiteOne $ 123.6 $ (21.7) $ 44.4 $ 120.2 $ (19.3) $ 173.4 $ (3.4) $ 57.3 $ 124.0 $ (4.5) Net income (loss) per common share: Basic $ 2.73 $ (0.48) $ 0.98 $ 2.66 $ (0.43) $ 3.84 $ (0.08) $ 1.27 $ 2.75 $ (0.10) Diluted $ 2.71 $ (0.48) $ 0.97 $ 2.63 $ (0.43) $ 3.80 $ (0.08) $ 1.25 $ 2.71 $ (0.10) Adjusted EBITDA (a) $ 378.2 $ 31.8 $ 114.8 $ 210.5 $ 21.1 $ 410.7 $ 39.9 $ 119.8 $ 211.2 $ 39.8 Net sales as a percentage of annual Net sales 100.0 % 22.3 % 26.6 % 31.2 % 19.9 % 100.0 % 22.4 % 26.6 % 31.5 % 19.5 % Gross profit as a percentage of annual Gross profit 100.0 % 21.7 % 26.3 % 32.7 % 19.3 % 100.0 % 21.9 % 26.0 % 32.8 % 19.3 % Adjusted EBITDA as a percentage of annual Adjusted EBITDA 100.0 % 8.4 % 30.3 % 55.7 % 5.6 % 100.0 % 9.7 % 29.2 % 51.4 % 9.7 % _____________________________________ (a) In addition to our Net income (loss) determined in accordance with GAAP, we present Adjusted EBITDA in this Annual Report on Form 10-K to evaluate the operating performance and efficiency of our business.
Biggest change(In millions except per share information and percentages, unaudited) 2025 Fiscal Year 2024 Fiscal Year Year Qtr 4 Qtr 3 Qtr 2 Qtr 1 Year Qtr 4 Qtr 3 Qtr 2 Qtr 1 Net sales $ 4,704.8 $ 1,045.6 $ 1,258.2 $ 1,461.6 $ 939.4 $ 4,540.6 $ 1,013.1 $ 1,208.8 $ 1,413.9 $ 904.8 Cost of goods sold 3,069.6 688.8 821.0 930.2 629.6 2,980.5 675.5 797.8 903.6 603.6 Gross profit 1,635.2 356.8 437.2 531.4 309.8 1,560.1 337.6 411.0 510.3 301.2 Selling, general and administrative expenses 1,415.6 365.9 357.4 349.1 343.2 1,385.1 364.5 349.1 343.8 327.7 Other income, net (18.5) (4.1) (5.4) (5.1) (3.9) (17.3) (2.0) (8.0) (3.1) (4.2) Operating income (loss) 238.1 (5.0) 85.2 187.4 (29.5) 192.3 (24.9) 69.9 169.6 (22.3) Interest and other non-operating expenses, net 35.0 8.2 9.1 10.3 7.4 31.9 6.7 9.5 9.0 6.7 Income tax expense (benefit) 45.7 (5.4) 15.5 45.0 (9.4) 36.0 (10.1) 15.8 40.0 (9.7) Net income (loss) $ 157.4 $ (7.8) $ 60.6 $ 132.1 $ (27.5) $ 124.4 $ (21.5) $ 44.6 $ 120.6 $ (19.3) Less: Net income (loss) attributable to non-controlling interest 2.0 0.6 0.4 1.2 (0.2) 0.8 0.2 0.2 0.4 — Adjustment of non-controlling interest to redemption value 3.6 0.6 1.1 1.9 — — — — — — Net income (loss) attributable to SiteOne $ 151.8 $ (9.0) $ 59.1 $ 129.0 $ (27.3) $ 123.6 $ (21.7) $ 44.4 $ 120.2 $ (19.3) Net income (loss) per common share: Basic $ 3.39 $ (0.20) $ 1.32 $ 2.88 $ (0.61) $ 2.73 $ (0.48) $ 0.98 $ 2.66 $ (0.43) Diluted $ 3.37 $ (0.20) $ 1.31 $ 2.86 $ (0.61) $ 2.71 $ (0.48) $ 0.97 $ 2.63 $ (0.43) Adjusted EBITDA (a) $ 414.2 $ 37.6 $ 127.5 $ 226.7 $ 22.4 $ 378.2 $ 31.8 $ 114.8 $ 210.5 $ 21.1 Net sales as a percentage of annual Net sales 100.0 % 22.2 % 26.7 % 31.1 % 20.0 % 100.0 % 22.3 % 26.6 % 31.2 % 19.9 % Gross profit as a percentage of annual Gross profit 100.0 % 21.8 % 26.7 % 32.5 % 19.0 % 100.0 % 21.7 % 26.3 % 32.7 % 19.3 % Adjusted EBITDA as a percentage of annual Adjusted EBITDA 100.0 % 9.1 % 30.8 % 54.7 % 5.4 % 100.0 % 8.4 % 30.3 % 55.7 % 5.6 % _____________________________________ 43 Table of Contents (a) In addition to our Net income (loss) determined in accordance with GAAP, we present Adjusted EBITDA in this Annual Report on Form 10-K to evaluate the operating performance and efficiency of our business.
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 and handling, 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 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, 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.
We believe we will continue to benefit from the following initiatives, among others: • Category management initiatives, including the implementation of organic growth strategies, assortment planning, private label expansion, line of business training, and supplier management. • Supply chain initiatives, including the implementation of new inventory planning and stocking system functionalities, the continued expansion of our distribution network footprint and capabilities, local hubs in large markets, inbound freight optimization, and local fleet utilization and cost improvements. • Sales force initiatives, including optimizing our commercial sales strategies, leads, and opportunities, while improving the skills and performance of the team. • Marketing initiatives, including customer analytics and lifecycle marketing, product marketing, Hispanic customer engagement, optimization of our digital marketing strategy, and a continued focus on our Partners Program. • Digital initiatives, including increasing customer demand as well as adoption of our website, mobile application, and overall B2B e-Commerce platform, SiteOne.com, which provides the convenience of an online sales channel, enhanced account management functionality, and industry specific productivity tools for our customers. • Operational excellence initiatives, including the implementation of best practices in branch operations which encompasses 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.
We believe we will continue to benefit from the following initiatives, among others: • Category management initiatives, including the implementation of organic growth strategies, assortment planning, private label expansion, line of business training, and supplier management. • Supply chain initiatives, including the implementation of new inventory planning and stocking system functionalities, the continued expansion of our distribution network footprint and capabilities, local hubs in large markets, inbound freight optimization, and local fleet utilization and cost improvements. • Sales force initiatives, including optimizing our commercial sales strategies, leads, and opportunities, while improving the skills and performance of the team. • 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. • Digital initiatives, including increasing customer demand as well as adoption of our website, mobile application, and overall B2B e-Commerce platform, SiteOne.com, which provides the convenience of an online sales channel, enhanced account management functionality, and industry specific productivity tools for our customers. • Operational excellence initiatives, including the implementation of best practices in branch operations regarding 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.
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.
Additionally, 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 believe that Adjusted EBITDA is an important supplemental measure of operating performance because: • Adjusted EBITDA is used to test compliance with certain covenants under our long-term debt agreements; 48 Table of Contents • Adjusted EBITDA is frequently used by securities analysts, investors, and other interested parties in their evaluation of companies, many of which present an Adjusted EBITDA measure when reporting their results; • Adjusted EBITDA is helpful in highlighting operating trends because it excludes the results of decisions that are outside the control of operating management and that can differ significantly from company to company depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which companies operate, age and book depreciation of facilities, and capital investments; • we consider (gains) losses on the acquisition, disposal, and impairment of assets as resulting from investing decisions rather than ongoing operations; and • other significant non-recurring items, while periodically affecting our results, may vary significantly from period to period and have a disproportionate effect in a given period, which affects comparability of our results.
We believe that Adjusted EBITDA is an important supplemental measure of operating performance because: • Adjusted EBITDA is used to test compliance with certain covenants under our long-term debt agreements; • Adjusted EBITDA is frequently used by securities analysts, investors, and other interested parties in their evaluation of companies, many of which present an Adjusted EBITDA measure when reporting their results; • Adjusted EBITDA is helpful in highlighting operating trends because it excludes the results of decisions that are outside the control of operating management and that can differ significantly from company to company depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which companies operate, age and book depreciation of facilities, and capital investments; • we consider (gains) losses on the acquisition, disposal, and impairment of assets as resulting from investing decisions rather than ongoing operations; and • other significant non-recurring items, while periodically affecting our results, may vary significantly from period to period and have a disproportionate effect in a given period, which affects comparability of our results.
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.
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., an indirect wholly-owned subsidiary of the Company, and each direct and indirect wholly-owned U.S. restricted subsidiary of Landscape.
On March 27, 2023, Landscape Holding, as representative for the Borrowers, entered into the First Amendment to the Second Amended and Restated Credit Agreement (the “Sixth Amendment”) to implement a forward-looking interest rate based on SOFR in lieu of LIBOR. 52 Table of Contents On July 12, 2023, Landscape Holding, as representative for the Borrowers, entered into the Increase Supplement (the “Increase Supplement”) to the Second Amended and Restated Credit Agreement to provide for an additional $120.0 million of New Term Loans.
On March 27, 2023, Landscape Holding, as representative for the Borrowers, entered into the First Amendment to the Second Amended and Restated Credit Agreement (the “Sixth Amendment”) to implement a forward-looking interest rate based on SOFR in lieu of LIBOR. 47 Table of Contents On July 12, 2023, Landscape Holding, as representative for the Borrowers, entered into the Increase Supplement (the “Increase Supplement”) to the Second Amended and Restated Credit Agreement to provide for an additional $120.0 million of New Term Loans.
Nature of Business and Significant Accounting Policies” to our audited consolidated financial statements included in this Annual Report on Form 10-K, for a description of accounting pronouncements that have been issued but not yet adopted. 59 Table of Contents
Nature of Business and Significant Accounting Policies” to our audited consolidated financial statements included in this Annual Report on Form 10-K, for a description of accounting pronouncements that have been issued but not yet adopted. 52 Table of Contents
We generate Net sales primarily through the sale of landscape supplies, including irrigation supplies, fertilizer and control products, hardscapes, landscape accessories, nursery goods, outdoor lighting, and ice melt products to our customers who are primarily landscape contractors serving the residential and commercial construction sectors.
We generate Net sales primarily through the sale of landscape supplies, including hardscapes, irrigation supplies, fertilizer and control products, landscape accessories, nursery goods, and outdoor lighting products to our customers who are primarily landscape contractors serving the residential and commercial construction sectors.
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.
As we continue to navigate through the current uncertainty presented by market and economic conditions, 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.
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”).
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 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”) to, among other things, incur $325.0 million of term loans (the “New Term Loans”).
With six locations across Texas, Custom Stone is a wholesale distributor of hardscape products to landscape professionals. • In December 2024, we acquired the assets and assumed the liabilities of OakStreet Wholesale Nursery, LLC (“OakStreet”).
With six locations across Texas, Custom Stone is a wholesale distributor of hardscapes products to landscape professionals. • In December 2024, we acquired the assets and assumed the liabilities of OakStreet Wholesale Nursery, LLC (“OakStreet”).
Leases” in the notes to the consolidated financial statements for additional information regarding our lease arrangements. 51 Table of Contents Our purchase obligations include various commitments with vendors to purchase goods and services, primarily inventory.
Leases” in the notes to the consolidated financial statements for additional information regarding our lease arrangements. 46 Table of Contents Our purchase obligations include various commitments with vendors to purchase goods and services, primarily inventory.
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 amends and restates the Second Amended and Restated Credit Agreement, dated as of March 23, 2021.
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 amended and restated the Second Amended and Restated Credit Agreement, dated as of March 23, 2021.
We typically have annual supplier agreements, and while they generally do not provide specific product pricing, many include volume-based financial incentives that we earn by meeting or exceeding purchase volume targets. Our ability to earn these volume-based incentives is an important factor in our financial results.
We typically have annual supplier agreements, and while these agreements generally do not provide specific product pricing, many include volume-based financial incentives that are earned by meeting or exceeding purchase volume targets. Our ability to earn these volume-based incentives is an important factor in our financial results.
(b) Represents Net sales from acquired branches that have not been under our ownership for at least four full fiscal quarters at the start of the 2024 Fiscal Year.
(b) Represents Net sales from acquired branches that have not been under our ownership for at least four full fiscal quarters at the start of the 2025 Fiscal Year.
Includes Net sales from branches acquired in 2024 and 2023. 50 Table of Contents Liquidity and Capital Resources We assess our liquidity in terms of our cash and cash equivalents on hand and the ability to generate cash to fund our operating and investing activities, repurchase shares, and service our debt, taking into consideration available borrowings and the seasonal nature of our business.
Includes Net sales from branches acquired in 2025 and 2024. 45 Table of Contents Liquidity and Capital Resources We assess our liquidity in terms of our cash and cash equivalents on hand and the ability to generate cash to fund our operating and investing activities, repurchase shares, and service our debt, taking into consideration available borrowings and the seasonal nature of our business.
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. There was no outstanding balance under the ABL Facility as of December 29, 2024.
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. There was no outstanding balance under the ABL Facility as of December 28, 2025 and December 29, 2024.
Through our expansive North American network, we offer a comprehensive selection of approximately 170,000 SKUs, including 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.
Through our expansive North American network, we offer a comprehensive selection of approximately 180,000 SKUs, including hardscapes (such as pavers, natural stone, and blocks), irrigation supplies, fertilizer and control products (e.g., herbicides), landscape accessories, nursery goods, outdoor lighting, and ice melt products to green industry professionals.
We are the largest and only national full product line wholesale distributor of landscape supplies in the United States and have a growing 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.
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.
To do this, we maintain an adequate inventory of approximately 170,000 SKUs and manage inventory at each branch based on sales history. At the same time, we continuously strive to better manage our slower moving classes of inventory. 56 Table of Contents During the year, we perform periodic cycle counts and write off excess or obsolete inventory as needed.
To do this, we maintain an adequate inventory of approximately 180,000 SKUs and manage inventory at each branch based on sales history. At the same time, we continuously strive to better manage our slower moving classes of inventory. During the year, we perform periodic cycle counts and write off excess or obsolete inventory as needed.
The strategic initiatives described above are designed to reduce our exposure to these fluctuations and maintain and improve our efficiency. 45 Table of Contents Results of Operations In the following discussion of our results of operations, we make comparisons between the 2024 Fiscal Year and the 2023 Fiscal Year (in millions, except percentages).
The strategic initiatives described above are designed to reduce our exposure to these fluctuations and maintain and improve our efficiency. 40 Table of Contents Results of Operations In the following discussion of our results of operations, we make comparisons between the 2025 Fiscal Year and the 2024 Fiscal Year (in millions, except percentages).
To the extent a reporting unit’s carrying amount exceeds its fair value, the reporting unit’s goodwill is deemed impaired, and an impairment charge is recognized based on the excess of a reporting unit’s carrying amount over its fair value.
If the fair value exceeds the carrying amount, the goodwill is not considered impaired. To the extent a reporting unit’s carrying amount exceeds its fair value, the reporting unit’s goodwill is deemed impaired, and an impairment charge is recognized based on the excess of a reporting unit’s carrying amount over its fair value.
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 and charges during the fourth quarter of 2024 for consolidating or closing certain Pioneer locations. We cannot predict the timing or amount of any such fees or payments.
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.
The ABL Facility is secured by a first lien security interest over inventory and receivables and a second lien security interest over all other assets pledged as collateral. The ABL Facility contains customary representations and warranties and customary affirmative and negative covenants.
The ABL Facility is secured by a first lien security interest over inventory and receivables and a second lien security interest over all other assets pledged as collateral. 49 Table of Contents The ABL Facility contains customary representations and warranties and customary affirmative and negative covenants.
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 $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.
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, 2023 filed with the SEC on February 22, 2024, which discussion is incorporated herein by reference.
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 29, 2024 filed with the SEC on February 20, 2025, which discussion is incorporated herein by reference.
Our Net sales have been significantly lower in the first and fourth quarters due to lower landscaping, irrigation, and turf maintenance activities in these quarters, and historically, we have incurred net losses in these quarters.
Our Net sales have been lower in the first and fourth quarters due to reduced demand for landscaping, irrigation, and turf maintenance activities in these quarters, and historically, we have incurred net losses in these quarters.
The commitment fees on unfunded amounts was 0.25% as of December 29, 2024 and December 31, 2023. 54 Table of Contents The ABL Facility is subject to mandatory prepayments if the outstanding loans and letters of credit exceed either the aggregate revolving commitments or the current borrowing base, in an amount equal to such excess.
The commitment fees on unfunded amounts was 0.25% as of December 28, 2025 and December 29, 2024. The ABL Facility is subject to mandatory prepayments if the outstanding loans and letters of credit exceed either the aggregate revolving commitments or the current borrowing base, in an amount equal to such excess.
We continue to closely monitor the impact on our business and the related risks and uncertainties of interest rate changes, tariffs, and labor market conditions and workforce availability, as well as declining commodity prices and softer markets and the potential effects of uncertain political conditions and geopolitical conflicts.
We continue to monitor the impact on our business and the related risks and uncertainties of interest rate changes, tariffs, labor market conditions, and workforce availability, as well as end market demand, commodity prices, and the potential effects of uncertain political conditions and geopolitical conflicts.
For the discussion of the financial condition and results of operations for the year ended December 31, 2023 compared to the year ended January 1, 2023, refer to “Part II – Item 7.
For the discussion of the financial condition and results of operations for the year ended December 29, 2024 compared to the year ended December 31, 2023, refer to “Part II – Item 7.
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. 42 Table of Contents Key Factors Affecting Our Operating Results In addition to the metrics described above, a number of other important factors may affect our results of operations in any given period.
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, as well as a reconciliation of Adjusted EBITDA to Net income (loss). 37 Table of Contents Key Factors Affecting Our Operating Results In addition to the metrics described above, a number of other important factors may affect our results of operations in any given period.
The assumptions used to estimate fair value consider historical trends, macroeconomic conditions, and projections consistent with our operating strategy. Changes in these estimates could have a significant effect on whether or not an impairment charge is recorded and the magnitude of such a charge.
The assumptions used to estimate fair value consider historical trends, macroeconomic conditions, and projections consistent with our operating strategy. Changes in these estimates could have a significant effect on whether or not an impairment charge is recorded and the magnitude of such a charge. Adverse market or economic events could result in impairment charges in future periods.
There are also other supplier and service arrangements with vendors totaling $87.6 million, of which $46.7 million of payments are expected to be made in the 2025 Fiscal Year. These purchase obligations are generally cancelable, but we have no intent to cancel and incur a penalty for not meeting the minimum required purchases.
There are also other supplier and service arrangements with vendors totaling $81.2 million, of which $50.0 million of payments are expected to be made in the 2026 Fiscal Year. These purchase obligations are generally cancelable, but we have no intent to cancel and incur a penalty for not meeting the minimum required purchases.
Because not all companies use identical calculations, our presentation of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies limiting their usefulness as a comparative measure. 49 Table of Contents The following table presents a reconciliation of Adjusted EBITDA to Net income (loss) (in millions, unaudited): 2024 Fiscal Year 2023 Fiscal Year Year Qtr 4 Qtr 3 Qtr 2 Qtr 1 Year Qtr 4 Qtr 3 Qtr 2 Qtr 1 Reported Net income (loss) $ 124.4 $ (21.5) $ 44.6 $ 120.6 $ (19.3) $ 173.4 $ (3.4) $ 57.3 $ 124.0 $ (4.5) Income tax expense (benefit) 36.0 (10.1) 15.8 40.0 (9.7) 49.8 (5.0) 17.5 40.0 (2.7) Interest expense, net 31.9 6.7 9.5 9.0 6.7 27.1 6.5 6.4 7.3 6.9 Depreciation & amortization 139.0 35.6 35.9 34.6 32.9 127.7 34.6 31.3 31.0 30.8 EBITDA 331.3 10.7 105.8 204.2 10.6 378.0 32.7 112.5 202.3 30.5 Stock-based compensation (a) 25.0 5.5 5.2 3.8 10.5 25.7 5.0 5.0 7.1 8.6 (Gain) loss on sale of assets (b) 0.5 1.5 0.3 (0.3) (1.0) (0.5) (0.1) (0.2) 0.2 (0.4) Financing fees (c) 0.5 — 0.5 — — 0.5 — 0.4 0.1 — Acquisitions and other adjustments (d) 20.9 14.1 3.0 2.8 1.0 7.0 2.3 2.1 1.5 1.1 Adjusted EBITDA (e) $ 378.2 $ 31.8 $ 114.8 $ 210.5 $ 21.1 $ 410.7 $ 39.9 $ 119.8 $ 211.2 $ 39.8 _____________________________________ (a) Represents stock-based compensation expense recorded during the period.
Because not all companies use identical calculations, our presentation of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies limiting their usefulness as a comparative measure. 44 Table of Contents The following table presents a reconciliation of Adjusted EBITDA to Net income (loss) (in millions, unaudited): 2025 Fiscal Year 2024 Fiscal Year Year Qtr 4 Qtr 3 Qtr 2 Qtr 1 Year Qtr 4 Qtr 3 Qtr 2 Qtr 1 Reported Net income (loss) $ 157.4 $ (7.8) $ 60.6 $ 132.1 $ (27.5) $ 124.4 $ (21.5) $ 44.6 $ 120.6 $ (19.3) Income tax expense (benefit) 45.7 (5.4) 15.5 45.0 (9.4) 36.0 (10.1) 15.8 40.0 (9.7) Interest expense, net 35.0 8.2 9.1 10.3 7.4 31.9 6.7 9.5 9.0 6.7 Depreciation & amortization 140.8 34.7 35.4 35.3 35.4 139.0 35.6 35.9 34.6 32.9 EBITDA 378.9 29.7 120.6 222.7 5.9 331.3 10.7 105.8 204.2 10.6 Stock-based compensation (a) 27.0 5.5 5.6 2.3 13.6 25.0 5.5 5.2 3.8 10.5 (Gain) loss on sale of assets (b) (0.3) 0.3 0.1 (0.5) (0.2) 0.5 1.5 0.3 (0.3) (1.0) Financing fees (c) — — — — — 0.5 — 0.5 — — Acquisitions and other adjustments (d) 8.6 2.1 1.2 2.2 3.1 20.9 14.1 3.0 2.8 1.0 Adjusted EBITDA (e) $ 414.2 $ 37.6 $ 127.5 $ 226.7 $ 22.4 $ 378.2 $ 31.8 $ 114.8 $ 210.5 $ 21.1 _____________________________________ (a) Represents stock-based compensation expense recorded during the period.
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.
The Second Amendment provided for, among other things, an aggregate principal amount of approximately $392.7 million in term loans, and made certain other changes to the existing credit agreement (the “Tranche B Term Loans”).
Segment Information” in the notes to the consolidated financial statements for additional information regarding significant segment expenses. Interest and other non-operating expense, net Interest and other non-operating expense, net increased 18% to $31.9 million for the 2024 Fiscal Year from $27.1 million for the 2023 Fiscal Year.
Segment Information” in the notes to the consolidated financial statements for additional information regarding significant segment expenses. Interest and other non-operating expense, net Interest and other non-operating expense, net increased 10% to $35.0 million for the 2025 Fiscal Year from $31.9 million for the 2024 Fiscal Year.
If an event of default occurs, the lenders could elect to declare all amounts outstanding under the Tranche B Term Loans to be immediately due and payable and enforce their interest in collateral pledged under the agreement.
If an event of default occurs, the lenders could elect to declare all amounts outstanding under the Tranche B Term Loans to be immediately due and payable and enforce their interest in collateral pledged under the agreement. The Second Amendment contains customary representations and warranties and customary affirmative and negative covenants.
Capital expenditures have averaged $33.2 million annually from the 2022 Fiscal Year to the 2024 Fiscal Year representing an average of 0.8% of Net sales over this time period. We expect capital expenditures to be in a range of 0.8% to 1.4% as a percentage of Net sales for the 2025 Fiscal Year.
Capital expenditures have averaged $42.1 million annually from the 2023 Fiscal Year to the 2025 Fiscal Year representing an average of 0.9% of Net sales over this time period. We expect capital expenditures to be in a range of 0.8% to 1.3% as a percentage of Net sales for the 2026 Fiscal Year.
Segment Information” in the notes to the consolidated financial statements for additional information regarding significant segment expenses. Gross profit and gross margin Gross profit for the 2024 Fiscal Year increased 5% to $1,560.1 million as compared to $1,491.2 million for the 2023 Fiscal Year. Gross profit growth was driven by Net sales growth, including acquisitions.
Segment Information” in the notes to the consolidated financial statements for additional information regarding significant segment expenses. 41 Table of Contents Gross profit and gross margin Gross profit for the 2025 Fiscal Year increased 5% to $1,635.2 million as compared to $1,560.1 million for the 2024 Fiscal Year. Gross profit growth was driven by higher Net sales.
A summary of significant segment expenses within Cost of goods sold is as follows (in millions): January 1, 2024 to December 29, 2024 January 2, 2023 to December 31, 2023 Inventory costs, net of supplier incentives and discounts $ 2,750.6 $ 2,617.7 Freight, handling, and distribution expenses 151.3 136.1 Other Cost of goods sold 78.6 56.3 Cost of goods sold $ 2,980.5 $ 2,810.0 Refer to “ Note 12 .
A summary of significant segment expenses within Cost of goods sold is as follows (in millions): December 30, 2024 to December 28, 2025 January 1, 2024 to December 29, 2024 Inventory costs, net of supplier incentives and discounts $ 2,800.1 $ 2,750.6 Freight, handling, and distribution expenses 181.2 151.3 Other Cost of goods sold 88.3 78.6 Cost of goods sold $ 3,069.6 $ 2,980.5 Refer to “ Note 12 .
Cash Flow Summary Information about our cash flows, by category, is presented in our statements of cash flows and is summarized below (in millions): For the year Net cash provided by (used in): January 1, 2024 to December 29, 2024 January 2, 2023 to December 31, 2023 Operating activities $ 283.4 $ 297.5 Investing activities $ (177.1) $ (226.0) Financing activities $ (80.9) $ (18.3) Cash flow provided by operating activities Net cash provided by operating activities for the 2024 Fiscal Year was $283.4 million compared to $297.5 million for the 2023 Fiscal Year.
Cash Flow Summary Information about our cash flows, by category, is presented in our statements of cash flows and is summarized below (in millions): For the year Net cash provided by (used in): December 30, 2024 to December 28, 2025 January 1, 2024 to December 29, 2024 Operating activities $ 300.5 $ 283.4 Investing activities $ (83.4) $ (177.1) Financing activities $ (134.6) $ (80.9) Cash flow provided by operating activities Net cash provided by operating activities for the 2025 Fiscal Year was $300.5 million compared to $283.4 million for the 2024 Fiscal Year.
With a robust acquisition pipeline and a flexible business model, we remain 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.
We are 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.
The change in working capital was primarily attributable to an increase in cash and cash equivalents and higher receivables and inventory as a result of acquisitions. Capital expenditures of $40.5 million for the 2024 Fiscal Year were 0.9% of Net sales for the year.
The change in working capital was primarily attributable to an increase in Cash and cash equivalents and higher inventory as a result of acquisitions. Capital expenditures of $53.7 million for the 2025 Fiscal Year were 1.1% of Net sales for the year.
Consolidated Statements of Operations January 1, 2024 to December 29, 2024 January 2, 2023 to December 31, 2023 Net sales $ 4,540.6 100.0 % $ 4,301.2 100.0 % Cost of goods sold 2,980.5 65.6 % 2,810.0 65.3 % Gross profit 1,560.1 34.4 % 1,491.2 34.7 % Selling, general and administrative expenses 1,385.1 30.5 % 1,256.6 29.2 % Other income 17.3 0.4 % 15.7 0.4 % Operating income 192.3 4.2 % 250.3 5.8 % Interest and other non-operating expenses, net 31.9 0.7 % 27.1 0.6 % Income tax expense 36.0 0.8 % 49.8 1.2 % Net income 124.4 2.7 % 173.4 4.0 % Less: Net income attributable to non-controlling interest 0.8 — % — — % Net income attributable to SiteOne $ 123.6 2.7 % $ 173.4 4.0 % Comparison of the 2024 Fiscal Year to the 2023 Fiscal Year Net sales Net sales for the 2024 Fiscal Year increased 6% to $4,540.6 million as compared to $4,301.2 million for the 2023 Fiscal Year primarily due to contributions from acquisitions.
Consolidated Statements of Operations December 30, 2024 to December 28, 2025 January 1, 2024 to December 29, 2024 Net sales $ 4,704.8 100.0 % $ 4,540.6 100.0 % Cost of goods sold 3,069.6 65.2 % 2,980.5 65.6 % Gross profit 1,635.2 34.8 % 1,560.1 34.4 % Selling, general and administrative expenses 1,415.6 30.1 % 1,385.1 30.5 % Other income 18.5 0.4 % 17.3 0.4 % Operating income 238.1 5.1 % 192.3 4.2 % Interest and other non-operating expenses, net 35.0 0.7 % 31.9 0.7 % Income tax expense 45.7 1.0 % 36.0 0.8 % Net income 157.4 3.3 % 124.4 2.7 % Less: Net income attributable to non-controlling interest 2.0 — % 0.8 — % Adjustment of non-controlling interest to redemption value 3.6 0.1 % — — % Net income attributable to SiteOne $ 151.8 3.2 % $ 123.6 2.7 % Comparison of the 2025 Fiscal Year to the 2024 Fiscal Year Net sales Net sales for the 2025 Fiscal Year increased 4% to $4,704.8 million as compared to $4,540.6 million for the 2024 Fiscal Year primarily due to contributions from acquisitions.
The decrease in Net income was primarily due to the negative impact of commodity product deflation and lower price realization. 47 Table of Contents Quarterly Results of Operations Data The following table sets forth certain financial data for each of the most recent eight fiscal quarters including our unaudited Net sales, Cost of goods sold, Gross profit, Selling, general and administrative expenses, Net income (loss), and Adjusted EBITDA data (including a reconciliation of Adjusted EBITDA to Net income (loss)).
Quarterly Results of Operations Data The following table sets forth certain financial data for each of the most recent eight fiscal quarters including our unaudited Net sales, Cost of goods sold, Gross profit, Selling, general and administrative expenses, Net income (loss), and Adjusted EBITDA data (including a reconciliation of Adjusted EBITDA to Net income (loss)).
The largest purchase obligations include contracts with various farmers that run through the 2027 Fiscal Year and obligate us to make payments for grass seeds for approximately $52.9 million, which includes expected payments of $37.6 million for the 2025 Fiscal Year.
The largest purchase obligations include contracts with various farmers that run through the 2028 Fiscal Year and obligate us to make payments for grass seeds for approximately $46.7 million, which includes expected payments of $30.7 million for the 2026 Fiscal Year.
External Financing Term Loans 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.
External Financing Term Loans 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., 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.
Further, our subsidiaries are permitted under the terms of the Second Amended and Restated Credit Agreement and the ABL Facility and other indebtedness to incur additional indebtedness that may restrict or prohibit the making of distributions, the payment of dividends, or the making of loans to us. 55 Table of Contents Interest Rate Swaps We are subject to interest rate risk with regard to existing and future issuances of debt.
Further, our subsidiaries are permitted under the terms of the Second Amended and Restated Credit Agreement and the ABL Facility and other indebtedness to incur additional indebtedness that may restrict or prohibit the making of distributions, the payment of dividends, or the making of loans to us.
A summary of significant segment expenses within SG&A is as follows (in millions): January 1, 2024 to December 29, 2024 January 2, 2023 to December 31, 2023 Compensation expenses $ 776.1 $ 703.8 Facility expenses 245.1 213.9 Depreciation and amortization expenses 131.9 124.7 Delivery expenses 77.0 58.4 Other Selling, general and administrative expenses 155.0 155.8 Selling, general and administrative expenses $ 1,385.1 $ 1,256.6 Refer to “ Note 12 .
A summary of significant segment expenses within SG&A is as follows (in millions): December 30, 2024 to December 28, 2025 January 1, 2024 to December 29, 2024 Compensation expenses $ 818.3 $ 776.1 Facility expenses 249.5 245.1 Depreciation and amortization expenses 134.2 131.9 Delivery expenses 72.6 77.0 Other Selling, general and administrative expenses 141.0 155.0 Selling, general and administrative expenses $ 1,415.6 $ 1,385.1 Refer to “ Note 12 .
As of December 29, 2024, we had over 690 branch locations in 45 U.S. states and six Canadian provinces.
As of December 28, 2025, we had over 670 branch locations in 45 U.S. states and five Canadian provinces.
As of December 29, 2024, we had total cash and cash equivalents of $107.1 million, total gross long-term debt of $393.3 million, and total finance lease obligations (excluding interest) of $130.6 million. Working capital was $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.
As of December 28, 2025, we had total cash and cash equivalents of $190.6 million, total gross long-term debt of $389.4 million, and total finance lease obligations (excluding interest) of $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.
During the 2024 Fiscal Year, we repurchased 366,443 shares of our common stock at an average price per share of $140.97. As of December 29, 2024, the dollar value of shares that may yet be purchased under the share repurchase authorization was $312.0 million.
During the 2025 Fiscal Year, we repurchased 816,888 shares of our common stock at an average price per share of $119.62. As of December 28, 2025, the dollar value of shares that may yet be purchased under the share repurchase authorization was $214.3 million.
Volume-Based Pricing We generally procure our products through purchase orders rather than under long-term contracts 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 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.
The effective tax rate was 22.4% for the 2024 Fiscal Year as compared to 22.3% for the 2023 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 in the Consolidated Statements of Operations.
The increase in the effective tax rate was due primarily to excess tax benefits from stock-based compensation recognized as a component of Income tax expense decreasing as a percentage of Income before taxes. Excess tax benefits of $3.8 million were recognized for the 2025 Fiscal Year as compared to $3.3 million for the 2024 Fiscal Year.
The following table summarizes current and long-term material cash requirements for our aggregate contractual obligations and other commercial commitments as of December 29, 2024 (in millions): Total Next 12 Months Beyond 12 Months Long-term debt, including current maturities $ 393.3 $ 4.3 $ 389.0 Interest on long-term debt $ 131.2 $ 23.5 $ 107.7 Finance leases, including interest $ 150.5 $ 37.0 $ 113.5 Operating leases, including interest $ 516.1 $ 102.3 $ 413.8 Purchase obligations $ 140.5 $ 84.3 $ 56.2 Our gross long-term debt balance increased $14.3 million since December 31, 2023 to $393.3 million.
The following table summarizes current and long-term material cash requirements for our aggregate contractual obligations and other commercial commitments as of December 28, 2025 (in millions): Total Next 12 Months Beyond 12 Months Long-term debt, including current maturities $ 389.4 $ 3.9 $ 385.5 Interest on long-term debt $ 95.0 $ 23.5 $ 71.5 Finance leases, including interest $ 154.4 $ 41.1 $ 113.3 Operating leases, including interest $ 537.6 $ 109.2 $ 428.4 Purchase obligations $ 127.9 $ 80.7 $ 47.2 Our gross long-term debt balance decreased $3.9 million since December 29, 2024 to $389.4 million.
The discussion of our financial condition is presented for the 2024 Fiscal Year, which ended on December 29, 2024, and the 2023 Fiscal Year, which ended on December 31, 2023, both of which included 52 weeks and 252 Selling Days. “Selling Days” are defined below within the “Key Business and Performance Metrics” section.
The discussion of our financial condition is presented for the 2025 Fiscal Year, which ended on December 28, 2025, and the 2024 Fiscal Year, which ended on December 29, 2024, both of which included 52 weeks and 252 Selling Days.
In addition, our product categories have similar supply chain processes and classes of customers. 41 Table of Contents Key Business and Performance Metrics We focus on a variety of indicators and key operating and financial metrics to monitor the financial condition and performance of our business. These metrics include: Net sales .
Key Business and Performance Metrics We focus on a variety of indicators and key operating and financial metrics to monitor the financial condition and performance of our business. These metrics include: Net sales .
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. The interest rate on the outstanding balance under the Devil Mountain ABL Facility was 6.65265% as of December 29, 2024.
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. The Devil Mountain ABL Facility will mature on April 30, 2029.
Availability is determined using borrowing base calculations of eligible inventory and receivable balances less the current outstanding ABL Facility and letters of credit balances. On July 22, 2022, the ABL Borrowers, entered into the Seventh Amendment to the ABL Credit Agreement (the “Seventh Amendment”).
Availability is determined using borrowing base calculations of eligible inventory and receivable balances less the current outstanding ABL Facility and letters of credit balances.
No goodwill impairment charge was recorded as a result of the testing and the estimated fair value of each of our reporting units significantly exceeded its carrying value.
Sensitivity of Estimates to Change: During the third quarter of the 2025 Fiscal Year, we performed our annual quantitative assessment of goodwill. No goodwill impairment charge was recorded as a result of the testing and the estimated fair value of each of our reporting units significantly exceeded its carrying value.
Cash flow used in financing activities Net cash used in financing activities was $80.9 million for the 2024 Fiscal Year compared to $18.3 million in the 2023 Fiscal Year. The increase primarily reflects lower net borrowings to fund our acquisition investments and an increase in share repurchases during the 2024 Fiscal Year compared to the 2023 Fiscal Year.
The increase primarily reflects lower net borrowings to fund our acquisition investments and an increase in share repurchases during the 2025 Fiscal Year compared to the 2024 Fiscal Year.
Cost of goods sold Cost of goods sold for the 2024 Fiscal Year increased 6% to $2,980.5 million from $2,810.0 million for the 2023 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.
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 increased Net sales growth.
Such estimates are based upon management’s current judgments, which are normally based on knowledge and experience with regard to past and current events and assumptions about future events. Certain estimates are particularly sensitive due to their significance to the financial statements and the possibility that future events may be significantly different from our expectations.
Certain estimates are particularly sensitive due to their significance to the financial statements and the possibility that future events may be significantly different from our expectations.
The projected interest payments on our debt only pertain to obligations and agreements outstanding as of December 29, 2024 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, 2024.
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 28, 2025.
Goodwill Summary: Goodwill represents the acquired fair value of a business in excess of the fair values of tangible and identified intangible assets acquired and liabilities assumed. We test goodwill on an annual basis as of July fiscal month end and additionally if an event occurs or circumstances change that would indicate the carrying amount may be impaired.
We test goodwill on an annual basis as of July fiscal month end and additionally if an event occurs or circumstances change that would indicate the carrying amount may be impaired. The goodwill impairment test requires us to estimate and compare the fair value of a reporting unit to its carrying amount, including goodwill.
ABL Facility 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.
The negative covenants limit the ability of Landscape Holding and Landscape to: • incur additional indebtedness; • pay dividends, redeem stock, or make other distributions; • repurchase, prepay, or redeem subordinated indebtedness; • make investments; • create restrictions on the ability of Landscape Holding’s restricted subsidiaries to pay dividends or make other intercompany transfers; • create liens; • transfer or sell assets; • make negative pledges; • consolidate, merge, sell, or otherwise dispose of all or substantially all of Landscape Holding’s assets; • change lines of business; and • enter into certain transactions with affiliates. 48 Table of Contents ABL Facility 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.
Net income attributable to SiteOne decreased 29% for the 2024 Fiscal Year, primarily due to the negative impact of commodity product deflation and lower price realization. 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 the three-year pandemic peak.
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 COVID-19 pandemic.
As of 43 Table of Contents December 29, 2024, we have invested $334.3 million in 18 acquisitions since the start of the 2023 Fiscal Year. The following is a summary of the acquisitions completed during the 2024 Fiscal Year and the 2023 Fiscal Year: • In December 2024, we acquired the assets and assumed the liabilities of Custom Stone.
As of December 28, 2025, we have invested $175.9 million in 15 acquisitions since the start of the 2024 Fiscal Year. The following is a summary of the acquisitions completed during the 2025 Fiscal Year and the 2024 Fiscal Year: • In November 2025, we acquired the assets and assumed the liabilities of French Broad Stone Yards, LLC (“French Broad”).
With one location in New Braunfels, Texas, Eggemeyer is a wholesale distributor of bulk landscape supplies to landscape professionals. • In December 2023, we acquired the assets and assumed the liabilities of Newsom Seed, Inc. (“Newsom Seed”).
With one location in New Braunfels, Texas, Eggemeyer is a wholesale distributor of bulk landscape supplies to landscape professionals.
There was no Net income attributable to non-controlling interest for the 2023 Fiscal Year. Net income attributable to SiteOne Net income attributable to SiteOne for the 2024 Fiscal Year decreased 29% to $123.6 million as compared to $173.4 million for the 2023 Fiscal Year.
There was no Adjustment of non-controlling interest to redemption value for the 2024 Fiscal Year. 42 Table of Contents Net income attributable to SiteOne Net income attributable to SiteOne for the 2025 Fiscal Year increased 23% to $151.8 million as compared to $123.6 million for the 2024 Fiscal Year.
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 also continue to enhance our website and B2B e-Commerce platform as well as implement new inventory planning, stocking, and transportation management system functionalities to improve our reliability and level of service as well as help our customers be more efficient. In addition, we work closely with our local branches to improve sales, delivery, and branch productivity.
Organic Daily Sales for landscaping products (irrigation supplies, hardscapes, landscape accessories, nursery goods, and outdoor lighting) decreased 3% reflecting price deflation and weaker demand in the repair and remodel end market. Acquisitions contributed $286.0 million, or 7%, to Net sales growth for the 2024 Fiscal Year.
Organic Daily Sales for landscaping products (hardscapes, irrigation supplies, landscape accessories, nursery goods, and outdoor lighting) decreased 1% due to softer demand in the new residential construction and repair and upgrade end markets, partially offset by benefits from our sales initiatives. Acquisitions contributed $110.7 million, or 2%, to Net sales growth for the 2025 Fiscal Year.
The interest rate on the outstanding balance of the Tranche B Term Loans was 6.27397% as of December 29, 2024.
The interest rates on the outstanding balance of the Tranche B Term Loans were 5.50012% and 6.27397% as of December 28, 2025 and December 29, 2024, respectively. The Tranche B Term Loans mature on March 22, 2030.
SG&A as a percentage of Net sales increased 130 basis points to 30.5% for the 2024 Fiscal Year compared to 29.2% for the 2023 Fiscal Year. The increase in SG&A, including Compensation, Facility, Depreciation and amortization, Delivery, and Other Selling, general, and administrative expenses was primarily due to the impact of acquisitions with higher operating costs.
Selling, general and administrative expenses SG&A for the 2025 Fiscal Year increased 2% to $1,415.6 million from $1,385.1 million for the 2024 Fiscal Year. The increase in SG&A, including Compensation, Facility, and Depreciation and amortization was primarily due to the impact of acquisitions.
We utilize interest rate swap contracts to reduce our exposure to fluctuations in variable interest rates for future interest payments on existing debt. We are party to interest rate swap contracts to convert the variable interest rate to a fixed interest rate on portions of the borrowings under the term loans.
Interest Rate Swaps We are subject to interest rate risk with regard to existing and future issuances of debt. We have, in the past, utilized interest rate swap contracts to reduce our exposure to fluctuations in variable interest rates for future interest payments on existing debt.
Excess tax benefits of $3.3 million were recognized for the 2024 Fiscal Year as compared to $5.9 million for the 2023 Fiscal Year. Net income attributable to non-controlling interest Net income attributable to non-controlling interest was $0.8 million for the 2024 Fiscal Year as a result of the acquisition of Devil Mountain in April 2024.
The increase in Net income attributable to non-controlling interest was the result of higher Net income for the Devil Mountain business in the 2025 Fiscal Year as compared to the 2024 Fiscal Year.
The decrease primarily reflects a decline in Net income, partially offset by contributions from working capital management in the 2024 Fiscal Year compared to the 2023 Fiscal Year. Cash flow used in investing activities Net cash used in investing activities for the 2024 Fiscal Year was $177.1 million compared to $226.0 million for the 2023 Fiscal Year.
The increase primarily reflects higher Net income. Cash flow used in investing activities Net cash used in investing activities for the 2025 Fiscal Year was $83.4 million compared to $177.1 million for the 2024 Fiscal Year. The decrease reflects lower acquisition investments in the 2025 Fiscal Year compared to the 2024 Fiscal Year.
The total amount of projected interest payments on long-term debt increased $18.8 million since December 31, 2023 to $131.2 million, primarily due to the extension of the maturity date of the term loan facility as well as the increase in borrowings under the term loans. Refer to “ Note 8 .
The total amount of projected interest payments on long-term debt decreased $36.2 million since December 29, 2024 to $95.0 million, primarily due to a decrease in the remaining period to maturity of the term loans as well as a decline in the weighted average interest rate on long-term debt. Refer to “ Note 8 .
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 we sell to, and the distribution methods utilized.
“Selling Days” are defined below within the “Key Business and Performance Metrics” section. 36 Table of Contents 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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeInterest rate swaps are entered into with the objective of converting variable to fixed rate debt, thereby reducing volatility in borrowing costs. • 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. • 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%.
Biggest changeWe have, in the past, utilized interest rate swap contracts to reduce our exposure to fluctuations in variable interest rates for future interest payments on existing debt. • 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. • 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%.
Inflationary pressures may also cause potentially unfavorable effects through higher labor costs as well as asset replacement costs and related depreciation, higher interest rates, and higher material costs. Commodity Risk Our operating performance may be affected by price fluctuations in commodity-based products like PVC pipe and grass seed that we purchase and sell.
Inflationary pressures may also cause potentially unfavorable effects through higher labor costs as well as asset replacement costs and related depreciation, higher interest rates, and higher material costs. Commodity Risk Our operating performance may be affected by price fluctuations in commodity-based products like grass seed and PVC pipe that we purchase and sell.
Actual interest payments may differ in the future based on additional changes in floating interest rates or other factors and events, including our entry into amendments of the ABL Facility and the Tranche B Term Loans, as well as new interest rate swap contracts .
Actual interest payments may differ in the future based on additional changes in floating interest rates or other factors and events, including our entry into amendments of our term loans and the ABL Facility, as well as new interest rate swap contracts .
Item 7A. Quantitative and Qualitative Disclosures About Market Risk Quantitative and Qualitative Disclosures about Market Risk The economy and its impact on discretionary consumer spending, labor wages, fuel, fertilizer, and other material costs, home sales, unemployment rates, insurance costs, foreign exchange, and medical costs could have a material adverse impact on future results of operations.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk Quantitative and Qualitative Disclosures about Market Risk The economy and its impact on discretionary consumer spending, labor wages, fuel, grass seed, PVC pipe, and other material costs, home sales, unemployment rates, insurance costs, foreign exchange, and medical costs could have a material adverse impact on future results of operations.
Transactions involving derivative financial instruments are with counterparties with which we have a signed netting agreement and which have appropriate credit ratings. We do not expect any counterparty to fail to meet its obligations. 60 Table of Contents
Transactions involving derivative financial instruments have historically been with counterparties with which we have a signed netting agreement, and which have appropriate credit ratings. We do not expect any counterparty to fail to meet its obligations. 53 Table of Contents
Bad debt reserves, which we use as a proxy for our bad debt exposure, were approximately 5% of gross receivables as of December 29, 2024. Investments, if any, are only in liquid securities and only with counterparties with appropriate credit ratings.
Bad debt reserves, which we use as a proxy for our bad debt exposure, were approximately 6% of gross receivables as of December 28, 2025. Investments, if any, are only in liquid securities and only with counterparties with appropriate credit ratings.
We performed a sensitivity analysis and determined that an increase of one percentage point in interest rates on our variable-rate debt outstanding at December 29, 2024 would increase our projected interest payments by approximately $4.0 million for the 2025 Fiscal Year.
All of the borrowings outstanding under our term loans and ABL Credit Agreement are subject to variable interest rates. We performed a sensitivity analysis and determined that an increase of one percentage point in interest rates on our variable-rate debt outstanding at December 28, 2025 would increase our projected interest payments by approximately $3.9 million for the 2026 Fiscal Year.
Removed
The portions of our outstanding balance under the Tranche B Term Loans that are not covered by interest rate swap contracts and outstanding balances under the ABL Credit Agreement are subject to variable interest rates.

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