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What changed in GLOBAL INDUSTRIAL Co's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of GLOBAL INDUSTRIAL Co'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.

+141 added−141 removedSource: 10-K (2026-02-27) vs 10-K (2025-02-26)

Top changes in GLOBAL INDUSTRIAL Co's 2025 10-K

141 paragraphs added · 141 removed · 111 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeWe believe increased internet exposure leads to more internet-related sales and also generates more inbound telephone sales; just as we believe email campaigns, and to a lesser extent catalog mailings, which feature our websites results in greater internet-related sales.
Biggest changeWe believe increased internet exposure leads to more internet-related sales and also generates more inbound telephone sales; just as we believe email campaigns, and to a lesser extent catalog mailings, which feature our websites results in greater internet-related sales. 6 Table of Contents E-commerce We currently operate multiple e-commerce and informational sites, including: www.absocold.com* www.globalindustrial.com www.globalindustrial.ca www.indoff.com* www.industrialsupplies.com www.triadservice.com* *informational sites We are continually upgrading the capabilities and performance of these websites and investing in modern E-procurement tools that are imperative to the B2B buying experience.
Product deliveries to our customers are made through a nationwide network of common carriers that we contract with directly in order to establish and maintain high service levels and enhance operational efficiencies.
Product deliveries to our customers are made through a network of common carriers that we contract with directly in order to establish and maintain high service levels and enhance operational efficiencies.
The sales force is supported by Business Development Representatives, Territory Sales Managers, and other Subject Matter Experts who support the end to end customer life cycle management. The goal of the relationship marketing sales force is to increase the purchasing productivity of current customers and to actively solicit newly targeted prospects to become customers.
The sales force is supported by National Account Managers, Business Development Representatives, Territory Sales Managers, and other Subject Matter Experts who support the end to end customer life cycle management. The goal of the relationship marketing sales force is to increase the purchasing productivity of current customers and to actively solicit newly targeted prospects to become customers.
Products generally are categorized within the following categories: storage and shelving, safety and security, carts and 5 Table of Contents trucks, HVAC and fans, furniture and decor, material handling, janitorial and facility maintenance, workbenches and shop desks, tools and instruments, plumbing and pumps, office and school supplies, packaging and shipping, lighting and electrical, foodservice and retail, medical and laboratory, motors and power transmission, building supplies, machining, fasteners and hardware, vehicle maintenance, and raw materials.
Products generally are categorized within the following categories: storage and shelving, safety and security, carts and trucks, HVAC and fans, furniture and decor, material handling, janitorial and facility maintenance, workbenches and shop desks, tools and instruments, plumbing and pumps, office and school supplies, packaging and shipping, lighting and electrical, foodservice and retail, medical and laboratory, motors and power transmission, building supplies, machining, fasteners and hardware, vehicle maintenance, and raw materials.
These e-orders continued to represent over 60% of our transaction count on our core Global Industrial business in the United States for the year ended December 31, 2024.
These e-orders continued to represent over 60% of our transaction count on our core Global Industrial business in the United States for the year ended December 31, 2025.
Approximately 35% of our associates are customer facing including customer service, quota bearing sales representatives, inbound call center representatives, and other pre and post sales management and support.
Approximately 36% of our associates are customer facing including customer service, quota bearing sales representatives, inbound call center representatives, and other pre and post sales management and support.
In our most recent U.S. EEO-1 data, the associate demographic breakdown for individuals reporting was 41% female and 59% male and minorities constituted 47% of our workforce. We believe our diversity of associates is one of the Company’s considerable strengths and that our demographics are consistent with our competitors in the sales and distribution space.
In our most recent U.S. EEO-1 data, the associate demographic breakdown for individuals reporting was 42% female and 58% male and minorities constituted 47% of our workforce. We believe our diversity of associates is one of the Company’s considerable strengths and that our demographics are consistent with our competitors in the sales and distribution space.
Approximately 28% of our team members are employed within distribution, logistics, and fulfillment areas, while 38% of our associate base works within administrative functions including: IT, Merchandising, Accounting and Finance, Marketing, Human Resources, Product Management, Legal and Risk Management and general administrative and management roles. Our worldwide workforce is made up of a diverse group of associates.
Approximately 26% of our team members are employed within distribution, logistics, and fulfillment areas, while 37% of our associate base works within administrative functions including: IT, Merchandising, Accounting and Finance, Marketing, Human Resources, Product Management, Legal and Risk Management and general administrative and management roles. Our worldwide workforce is made up of a diverse group of associates.
The balance of our orders are received by telephone to our inbound call center, direct dial to our inside account management team, placement through one of our field sales representatives, and to a small extent via fax.
The balance of our orders are received by telephone to our inbound call center, direct dial to our inside account 7 Table of Contents management team, placement through one of our field sales representatives, and to a small extent via fax.
We offer hundreds of thousands of brand name and private brand products available through our e-commerce sites and have access to many more additional long tail products from our network of vendor partners.
We offer hundreds of thousands of brand name and private brand products available through our e-commerce sites and have access to many more additional long tail products from 5 Table of Contents our network of vendor partners.
Our employees are not subject to collective bargaining agreements. The Company has not experienced work stoppages and we believe relationships with our employees are good. Environment, Health and Safety: Government Regulation Employee health and safety is a top priority for the Company.
Our employees are not subject to collective bargaining agreements. The Company has not experienced work stoppages and we believe relationships with our employees are good. 8 Table of Contents Environment, Health and Safety: Government Regulation Employee health and safety is a top priority for the Company.
The ACE initiative, which guides our actions across the business, and specifically in our customer end-to-end purchase, service, and delivery experience, has at its core building of customer loyalty and trust by addressing unique customer needs through a responsive and tailored sales, product, and service experience.
This renewed focus guides our actions across the business, and specifically in our customer end-to-end purchase, service, and delivery experience, has at its core building of customer loyalty and trust by addressing unique customer needs through a responsive and tailored sales, product, and service experience.
In addition, because the industrial products market is highly fragmented and generally less brand oriented, we believe it is well suited to private brand and white label products. Human Capital Resources As of December 31, 2024, we employed a total of approximately 1,845 associates, of whom 1,600 were in North America and 245 were in Asia.
In addition, because the industrial products market is highly fragmented and generally less brand oriented, we believe it is well suited to private brand and white label products. Human Capital Resources As of December 31, 2025, we employed a total of approximately 1,980 associates, of whom 1,710 were in North America and 270 were in Asia.
We build customer loyalty and trust through personalized and high touch customer interactions that often feature strong one to one relationships. The Company's digital and multi-channel sales model drives customer acquisition and with rigorous vetting we are able to identify opportunities for product category expansion, particularly private brand products.
We build customer loyalty and trust through personalized and high touch customer interactions that often feature strong one to one relationships. The Company's digital and multi-channel sales model drives customer acquisition and with rigorous vetting we are able to identify opportunities for product category expansion, with a renewed focus on Maintenance, Repair, and Consumable products.
On May 19, 2023 the Company acquired 100% of the outstanding equity interests of Indoff LLC ("Indoff"), a business-to-business direct marketer of material handling products, commercial interiors and business products with operations in North America, for approximately $72.6 million in cash. This acquisition expanded the Company's presence in the MRO market in North America.
This acquisition broadens the Company's value-added offerings in certain key equipment categories. On May 19, 2023 the Company acquired 100% of the outstanding equity interests of Indoff LLC ("Indoff"), a business-to-business direct marketer of material handling products, commercial interiors and business products with operations in North America, for approximately $72.6 million in cash.
Most private brand products are manufactured by third parties to our specifications. 7 Table of Contents Competition and Other Market Factors Industrial Products The market for the sale of industrial products in North America is highly fragmented and is characterized by multiple distribution channels such as small dealerships, direct mail distribution, internet-based resellers, large warehouse stores and retail outlets.
Competition and Other Market Factors Industrial Products The market for the sale of industrial products in North America is highly fragmented and is characterized by multiple distribution channels such as small dealerships, direct mail distribution, internet-based resellers, large warehouse stores and retail outlets.
Suppliers We purchase substantially all of our products and components directly from both large and small manufacturers as well as large wholesale distributors. No supplier accounted for 10% or more of our product purchases in 2024, 2023 and 2022.
Suppliers We purchase substantially all of our products and components directly from both large and small manufacturers as well as large wholesale distributors. No supplier accounted for 10% or more of our product purchases in 2025, 2024 and 2023. Most private brand products are manufactured by third parties to our specifications.
Item 1. Business. General Global Industrial Company, through its operating subsidiaries, is a value-added national distributor of industrial equipment and supplies in North America going to market through a system of branded e-commerce websites and relationship marketers. The Company was incorporated in Delaware in 1995. Certain predecessor businesses which now constitute the Company's operations have been in business since 1949.
Item 1. Business. General Global Industrial Company, through its operating subsidiaries, is a value-added distributor of industrial equipment and source for industrial equipment and supplies in North America going to market through a system of branded e-commerce websites and relationship marketers. The Company was incorporated in Delaware in 1995.
Our headquarters office is located at 11 Harbor Park Drive, Port Washington, New York. Continuing operations The Company sells a wide array of industrial and maintenance, repair and operation ("MRO") products, including its own Global Industrial Exclusive Brands TM , which are marketed in North America. These industrial and MRO products are manufactured by other companies.
Continuing operations The Company sells a wide array of industrial and maintenance, repair and operation ("MRO") products, including its own Global Industrial Exclusive Brands TM , which are marketed in North America. These industrial and MRO products are manufactured by other companies.
Our go to market strategy also focuses on leveraging our deep product knowledge and experience by seeking to expand our higher margin private brand line of Global products by adding additional products and product categories.
Our go to market strategy also focuses on leveraging our deep product knowledge and experience by offering our customers a broad and deep product selection from leading and specialty national brands, as well as, seeking to expand our higher margin private brand line of Global products by adding additional products and product categories.
Some products are manufactured for us and sold as a white label product, and some are manufactured to our own design and marketed as private brand products under the trademarks: Global™, GlobalIndustrial.com™, Nexel™, Paramount™, Interion™ and Absocold™.
Some products are manufactured for us and sold as a white label product, and some are manufactured to our own design and marketed as private brand products under the trademarks: Global™, GlobalIndustrial.com™, Nexel™, Paramount™, Interion™ and Absocold™. On April 28, 2025, the Company completed the acquisition of an equipment service provider for approximately $4.3 million in cash.
Given these trends, financial results tend to vary quarter to quarter with sales and operating margin in the second and third quarters moderately higher than those in the first and fourth quarters respectively. 8 Table of Contents Available Information We maintain an internet website at https://investors.globalindustrial.com .
Given these trends, financial results tend to vary quarter to quarter with sales and operating margin in the second and third quarters moderately higher than those in the first and fourth quarters respectively.
We continuously evaluate and adjust our marketing spend as well as the organization of our selling resources in order to best service our existing customers, as well as to optimize customer acquisition. Relationship Marketers Our relationship marketers focus their efforts on our business customers by establishing a personal relationship between such customers and a Global Industrial account manager.
We continuously evaluate and adjust our marketing spend, as well as, the organization of our selling resources in order to best service our existing customers, as well as to optimize customer acquisition.
See Note 6, Revenue, of Notes to Consolidated Financial Statements included in Item 15 of this Form 10-K for additional financial information about our business as well as information about our geographic operations. Accelerating the Customer Experience The Company's multi-year business strategy is focused on Accelerating the Customer Experience (“ACE”).
This acquisition expanded the Company's presence in the MRO market in North America. See Note 4, Acquisitions, and Note 6, Revenue, of Notes to Consolidated Financial Statements included in Item 15 of this Form 10-K for additional financial information about our business, recent acquisitions as well as information about our geographic operations.
Customer Service, Order Fulfillment and Support We have launched several initiatives, in the past, with our vendors and freight partners, and in our own distribution centers, to improve our customer’s experience such as our Voice of the Customer initiative.
Customer Service, Order Fulfillment and Support We have launched several initiatives, in the past, with our vendors and freight partners, and in our own distribution centers, to improve our customer’s experience and measure customer satisfaction on a regular basis to identify key pain points that must be improved.
Our customers have around-the-clock, online access to purchase products and we have the ability to create targeted promotions for our customers’ interests. 6 Table of Contents In addition to our own e-commerce websites, we have partnering agreements with several of the largest internet shopping and search engine providers who feature our products on their websites or provide “click-throughs” from their sites directly to ours.
In addition to our own e-commerce websites, we have partnering agreements with several of the largest internet shopping and search engine providers who feature our products on their websites or provide “click-throughs” from their sites directly to ours. These arrangements allow us to expand our customer base at an economical cost.
We have an established multi-faceted direct marketing system and customer life cycle marketing program which tends to begin with customer acquisition via keyword or branding search, supported by strategic account managers, leading e-commerce and account management tools, and deep pre and post sales product expertise which are intended to drive customer retention and penetration and to maximize sales.
These efforts are supported by strategic account managers, leading e-commerce and account management tools, and deep pre and post sales product expertise which are intended to drive customer retention and penetration and to maximize sales.
Our sales force is made up of wide range of broad based and specialized account managers including dedicated Public Sector Account Managers focusing on government, education, and other municipal customers, Commercial Account Managers focusing on business customers generally organized by end market or geography and Strategic Account Managers focusing on our most complex enterprise accounts.
Our sales force is made up of wide range of broad based and specialized account managers including dedicated Public Sector Account Managers focusing on government, education, and other municipal customers, Industrial Account Managers focusing on manufacturing and construction customers, Commercial Account Managers focusing on wholesale, transportation, and logistics, Retail Account Managers, Healthcare Account Managers, and Hospitality / Multi-Family Account Managers.
E-commerce We currently operate multiple e-commerce and informational sites, including: www.absocold.com* www.globalindustrial.com www.globalindustrial.ca www.indoff.com* www.industrialsupplies.com *informational sites We are continually upgrading the capabilities and performance of these websites in our significant markets. In 2022, we launched a completely new globalindustrial.com e-commerce site in the United States designed to drive personalization to further improve the digital shopping experience.
In 2022, we launched a completely new globalindustrial.com e-commerce site in the United States designed to drive personalization to further improve the digital shopping experience.
In addition, we launched new capabilities allowing users to create repeat subscription purchases, as well as optimized options to identify related products that would enhance their product purchases. Our internet sites feature hundreds of thousands of MRO and industrial and general business supplies.
In addition, we launched new capabilities allowing users to create repeat subscription purchases, as well as optimized options to identify related products that would enhance their product purchases. Ensuring seamless connectivity to customers via E-Procurement including EDI, CXML, and other punch out options, improves customer retention and overall lifetime value by removing key friction points in an ordering process.
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These arrangements allow us to expand our customer base at an economical cost.
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Certain predecessor businesses which now constitute the Company's operations have been in business since 1949. Our headquarters office is located at 11 Harbor Park Drive, Port Washington, New York.
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Customer Focused Strategy The Company's evolving go to market strategy is focused on customer centricity and ensuring alignment of our actions with the specific needs of our customer base.
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In order to achieve this we have realigned our sales force to be targeted to specific customer end market verticals, and creating an enhanced collaboration within our Sales, Marketing, and Merchandising organizations to best service these customers.
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We have an established multi-faceted direct marketing system and customer life cycle marketing program which drives customer acquisition via many channels including key word and digital marketing efforts, branding efforts through sports marketing partnerships, participation in group purchasing organizations, as well as, via a field sales organization.
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In early 2026, we reorganized our account managers and other sales support resources to target specific customer end markets in order to for each resource to specialize and provide the best service for similar customer types.
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Relationship Marketers Our relationship marketers focus their efforts on our business customers by establishing a personal relationship between such customers and a Global Industrial account manager.
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Our internet sites feature hundreds of thousands of MRO and industrial and general business equipment and supplies . Our customers have around-the-clock, online access to purchase products and we have the ability to create targeted promotions for our customers’ interests.
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Common carrier fulfillment costs also experience significant seasonality with parcel shipping costs often greatly increasing in the fourth quarter and into the early first quarter associated with peak season charges from our carriers. 9 Table of Contents Available Information We maintain an internet website at https://investors.globalindustrial.com .

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIn the event, the sub lessee is unable to fulfill its obligations, we would be responsible for the remaining rents due under the lease. • We may encounter difficulties with acquisitions, including our recent Indoff acquisition, and other strategic transactions which could harm our business.
Biggest changeIn the event, the sub lessee is unable to fulfill its obligations, we would be responsible for the remaining rents due under the lease. • We may encounter difficulties with acquisitions and other strategic transactions which could harm our business. 18 Table of Contents We expect to pursue acquisitions and other strategic transactions that we believe will either expand or complement our business in new or existing markets or further enhance the value and offerings we are able to provide to our existing or future potential customers.
When we are forced to accept these price increases, we may not be able to pass them along to our customers, resulting in lower margins. • Changes in our customer, product, vendor, sourcing or channel sales mix, or failure to execute on competitive pricing programs designed to increase market share and/or customer velocity, including the use of free or reduced freight incentives, could cause our gross margin and ultimately operating margins to decline; failure to mitigate these pressures could adversely affect our operating results and financial condition. 13 Table of Contents Our gross margins are dependent on variables such as customer, product and vendor mix, including sourcing and category, pricing strategies implemented to increase market share and customer velocity, including the use of free or other promotional freight plans and other variables, any or all of which could result in fluctuations or declines in our gross margins.
When we are forced to accept these price increases, we may not be able to pass them along to our customers, resulting in lower margins. • Changes in our customer, product, vendor, sourcing or channel sales mix, or failure to execute on competitive pricing programs designed to increase market share and/or customer velocity, including the use of free or reduced freight incentives, could cause our gross margin and ultimately operating margins to decline; failure to mitigate these pressures could adversely affect our operating results and financial condition. 14 Table of Contents Our gross margins are dependent on variables such as customer, product and vendor mix, including sourcing and category, pricing strategies implemented to increase market share and customer velocity, including the use of free or other promotional freight plans and other variables, any or all of which could result in fluctuations or declines in our gross margins.
In addition, a prolonged war in Ukraine and the Middle East, and continued shipping disruptions in the Red Sea may have adverse impacts on cyber security, global supply chains, inflationary pressures and interest rates and engender volatility in commodities and other markets, any of which could negatively affect our business.
In addition, a prolonged war in Ukraine and the Middle East, and shipping disruptions in the Red Sea may have adverse impacts on cyber security, global supply chains, inflationary pressures and interest rates and engender volatility in commodities and other markets, any of which could negatively affect our business.
Under NYSE rules, as a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain NYSE corporate governance standards, including the requirements (1) that a majority of its board of directors consist of independent directors, (2) that its board of directors have a compensation committee that is comprised entirely of independent directors with a written charter addressing the committee's purpose and responsibilities and (3) that its board of directors have a nominating and corporate governance committee that is 16 Table of Contents comprised entirely of independent directors with a written charter addressing the committee's purpose and responsibilities.
Under NYSE rules, as a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain NYSE corporate governance standards, including the requirements (1) that a majority of its board of directors consist of independent directors, (2) that its board of directors have a compensation 17 Table of Contents committee that is comprised entirely of independent directors with a written charter addressing the committee's purpose and responsibilities and (3) that its board of directors have a nominating and corporate governance committee that is comprised entirely of independent directors with a written charter addressing the committee's purpose and responsibilities.
In the event of 11 Table of Contents significant numbers of employees having to miss work due to a widespread health situation or pandemic such as the coronavirus, we may not be able to quickly source replacement or temporary workers, which could adversely affect our operations, particularly in our distribution centers. • Our industry is evolving and consolidating, which could adversely affect our business and financial results.
In the event of 12 Table of Contents significant numbers of employees having to miss work due to a widespread health situation or pandemic such as the coronavirus, we may not be able to quickly source replacement or temporary workers, which could adversely affect our operations, particularly in our distribution centers. • Our industry is evolving and consolidating, which could adversely affect our business and financial results.
In addition, expanding and/or enhancing our distribution network would have an adverse impact on operating expenses as a percentage of sales, inventory turnover, and working capital requirements in the periods prior to and for some time following the commencement of operations for each such expansion or enhancement. 12 Table of Contents • We rely on third-party suppliers for our products and services.
In addition, expanding and/or enhancing our distribution network would have an adverse impact on operating expenses as a percentage of sales, inventory turnover, and working capital requirements in the periods prior to and for some time following the commencement of operations for each such expansion or enhancement. 13 Table of Contents • We rely on third-party suppliers for our products and services.
In this regard, we experienced product delivery 10 Table of Contents and shipping delays due to the disrupted global product supply chains which affected our ability to timely receive and ship products, which could adversely impact sales. Our ability to provide efficient distribution of core business products from our third-party drop ship distribution centers is critical to our business strategy.
In this regard, we experienced product delivery 11 Table of Contents and shipping delays due to the disrupted global product supply chains which affected our ability to timely receive and ship products, which could adversely impact sales. Our ability to provide efficient distribution of core business products from our third-party drop ship distribution centers is critical to our business strategy.
If there was a security breach resulting in unauthorized access to or use of such information, we could be subject to claims for identity theft, unauthorized purchases and claims alleging misrepresentation of our privacy and data security practices 14 Table of Contents or other related claims.
If there was a security breach resulting in unauthorized access to or use of such information, we could be subject to claims for identity theft, unauthorized purchases and claims alleging misrepresentation of our privacy and data security practices 15 Table of Contents or other related claims.
A decline in the economy that adversely affects our customers, causing them to limit or defer their spending or that hampers their ability to pay for 9 Table of Contents products would likely adversely affect our sales, prices and profitability as well.
A decline in the economy that adversely affects our customers, causing them to limit or defer their spending or that hampers their ability to pay for 10 Table of Contents products would likely adversely affect our sales, prices and profitability as well.
While we are in the process of implementing changes to remediate the material weaknesses identified, we cannot be certain as to when remediation will be complete or if the remediation efforts will be successful. Further, remediation efforts may place a significant burden on management and add increased pressure to our financial and IT resources and processes.
While we are in the process of implementing changes to remediate the material weaknesses identified, we cannot be certain as to when remediation will be complete or if the remediation efforts will be successful. Further, remediation efforts may 16 Table of Contents place a significant burden on management and add increased pressure to our financial and IT resources and processes.
In early 2025, the current administration has signaled and implemented a number of additional measures under trade policy, including the potential imposition of blanket tariffs against goods sourced in Mexico and Canada under the Authority of the International Emergency Economic Powers Act ("IEEPA"), reciprocal tariffs on the import of goods from other countries that charge tariffs on imports of US produced goods and expanded tariffs on steel and aluminum imports, along with certain derivative products which contain these raw materials.
Throughout 2025, the current administration implemented a number of additional measures under trade policy, including the imposition of blanket tariffs against goods sourced in Mexico and Canada under the Authority of the International Emergency Economic Powers Act ("IEEPA"), reciprocal tariffs on the import of goods from other countries that charge tariffs on imports of US produced goods and expanded tariffs on steel and aluminum imports, along with certain derivative products which contain these raw materials.
As a result, we may not be successful in making the improvements necessary to remediate the material weaknesses identified by 15 Table of Contents management in a timely manner or in identifying and remediating additional control deficiencies, including material weaknesses, in the future.
As a result, we may not be successful in making the improvements necessary to remediate the material weaknesses identified by management in a timely manner or in identifying and remediating additional control deficiencies, including material weaknesses, in the future.
If any of our goodwill or intangible assets are determined to be impaired, we may be required to record a significant charge to earnings in the period during which the impairment is discovered. The consolidated carrying amounts of goodwill and intangible assets are $65.7 million as of December 31, 2024. • Our business is dependent on certain key personnel.
If any of our goodwill or intangible assets are determined to be impaired, we may be required to record a significant charge to earnings in the period during which the impairment is discovered. The consolidated carrying amounts of goodwill and intangible assets are $64.3 million as of December 31, 2025. • Our business is dependent on certain key personnel.
For example, we currently have operations located in countries outside the United States, and non-U.S. sales accounted for approximately 5.1% of our net sales from continuing operations during 2024.
For example, we currently have operations located in countries outside the United States, and non-U.S. sales accounted for approximately 5.2% of our net sales from continuing operations during 2025.
In addition, ongoing geopolitical conflicts around the world, including the Russian invasion of Ukraine, the outbreak of armed hostilities in the Middle East and disruptions in international shipping resulting from attacks by armed groups on cargo ships in the Red Sea, and the responses of the international community, may adversely affect international business and economic conditions.
In addition, geopolitical conflicts around the world, including the Russian invasion of Ukraine, armed hostilities in the Middle East and past disruptions in international shipping resulting from attacks by armed groups on cargo ships in the Red Sea, have adversely affected international business and economic conditions.
The difficulties of this integration may be further complicated by geographic distances. The integration of acquired businesses, including Indoff, may not be successful, may take longer or be more difficult or time-consuming or costly to accomplish than anticipated and could result in disruption to other parts of our business.
The integration of acquired businesses may not be successful, may take longer or be more difficult or time-consuming or costly to accomplish than anticipated and could result in disruption to other parts of our business.
Due to the ongoing conflict in and around the Red Sea, we have experienced increases to our shipping costs, and we may continue to experience elevated shipping costs in the future. The short and long-term implications of global security issues are difficult to predict at this time.
We have in the past experienced increases to our shipping costs from these conditions, and we may continue to experience elevated shipping costs in the future. The short and long-term implications of global security issues are difficult to predict at this time.
We expect to pursue acquisitions and other strategic transactions that we believe will either expand or complement our business in new or existing markets or further enhance the value and offerings we are able to provide to our existing or future potential customers. 17 Table of Contents Acquisitions and other strategic transactions involve numerous risks and challenges, including the following: • diversion of management’s attention from the normal operation of our business; • potential loss of key associates and customers of the acquired companies; • difficulties managing and integrating operations in geographically dispersed locations; • the potential for deficiencies in internal controls at acquired companies; • increases in our expenses and working capital requirements, which reduce our return on invested capital; • lack of experience operating in the geographic market or industry sector of the acquired business; and • exposure to unanticipated liabilities of acquired companies.
Acquisitions and other strategic transactions involve numerous risks and challenges, including the following: • diversion of management’s attention from the normal operation of our business; • potential loss of key associates and customers of the acquired companies; • difficulties managing and integrating operations in geographically dispersed locations; • the potential for deficiencies in internal controls at acquired companies; • increases in our expenses and working capital requirements, which reduce our return on invested capital; • lack of experience operating in the geographic market or industry sector of the acquired business; and • exposure to unanticipated liabilities of acquired companies.
The Company expects that total additional NATG exit costs incurred during 2024 or later may aggregate up to $0.5 million, which will be presented in discontinued operations. In 2023, we executed a sublease agreement for the full remaining term of the lease.
The Company expects that total additional NATG exit costs incurred during 2026 will be immaterial and will be presented in discontinued operations. In 2023, we executed a sublease agreement for the full remaining term of a former warehouse lease.
Furthermore, our estimates regarding the earnings, operating cash flow, capital expenditures and liabilities resulting from this or any future acquisition may prove to be incorrect. To integrate acquired businesses, we must implement our management information systems, operating systems and internal controls, and assimilate and manage the personnel of the acquired operations.
To integrate acquired businesses, we must implement our management information systems, operating systems and internal controls, and assimilate and manage the personnel of the acquired operations. The difficulties of this integration may be further complicated by geographic distances.
On May 19, 2023 the Company acquired 100% of the outstanding equity interests of Indoff. There can be no assurance that such integration will occur on the expected timeframe or at all, or that we will realize the anticipated benefits and synergies from this or any other future acquisition.
There can be no assurance that such integrations will occur on the expected timeframe or at all, or that we will realize the anticipated benefits and synergies from these or any other future acquisitions. Furthermore, our estimates regarding the earnings, operating cash flow, capital expenditures and liabilities resulting from these or any future acquisitions may prove to be incorrect.
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In connection with our year-end assessment as part of this Annual Report, we determined that, as of December 31, 2024, we did not maintain effective internal control over financial reporting due to material weaknesses we identified in the design and operation of certain ITGCs relevant to our key accounting, reporting, and proprietary information technology ("IT") systems, as more fully described in Item 9A, "Controls and Procedures" of this Form 10-K.
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In connection with our year-end assessment as part of this Annual Report, we determined that, as of December 31, 2025, the Company’s disclosure controls and procedures were effective for the core Global Industrial business and not effective for its subsidiary Indoff LLC. Indoff represents approximately 13% of Revenue.
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The conclusion regarding Indoff LLC reflects material weaknesses in the design and operation of certain key Information Technology General Controls (“ITGCs”), specifically related to change management, segregation of duties, and privileged access. These material weaknesses were initially identified during Management’s evaluation and assessment of Indoff LLC’s control environment in the second quarter of 2024.
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On April 28, 2025, the Company completed the acquisition of an equipment service provider and, as previously reported, on May 19, 2023 the Company acquired 100% of the outstanding equity interests of Indoff.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThese strategies include, among others, the application of cybersecurity policies and procedures, implementation of administrative, technical, and physical controls, and employee training, education, and awareness initiatives. 18 Table of Contents As part of our cybersecurity defense structure, our internal cybersecurity team performs the following actions, without exclusion: (i) tracking cybersecurity risks, threats and incidents to help identify and analyze them; (ii) promptly reporting significant cybersecurity risks, threats and incidents to our CIO; and (iii) utilizing third-party vendors and software for review, testing, preemption and monitoring of cybersecurity risks, threats and incidents.
Biggest changeAs part of our cybersecurity defense structure, our internal cybersecurity team performs the following actions, without exclusion: (i) tracking cybersecurity risks, threats and incidents to help identify and analyze them; (ii) promptly reporting significant cybersecurity risks, threats and incidents to our CIO; and (iii) utilizing third-party vendors and software for review, testing, preemption and monitoring of cybersecurity risks, threats and incidents.
Once identified, cybersecurity risks and related mitigation efforts are prioritized based on their potential impact, likelihood, velocity, and vulnerability, considering both quantitative and qualitative factors. Risk mitigation strategies are developed and implemented based on the specific nature of each cybersecurity risk.
Once identified, cybersecurity risks and related mitigation efforts are prioritized based on their potential impact, likelihood, velocity, and vulnerability, considering both quantitative and qualitative factors. Risk mitigation strategies are developed and implemented based on the specific nature of each cybersecurity 19 Table of Contents risk.
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These strategies include, among others, the application of cybersecurity policies and procedures, implementation of administrative, technical, and physical controls, and employee training, education, and awareness initiatives.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeNorth Americ a As of December 31, 2024, we have six primary distribution centers in North America and Canada, which aggregate approximately 2.8 million square feet of space. The Company also has smaller distribution facilities located in North America and Canada.
Biggest changeNorth Americ a As of December 31, 2025, we have six primary distribution centers in North America and Canada, which aggregate approximately 2.8 million square feet of space. The Company also has smaller distribution facilities located in North America 20 Table of Contents and Canada.
The Company has one business to business call center and one warehouse from its discontinued NATG business that are sublet. These properties aggregate to approximately 0.4 million square feet of space. Asia As of December 31, 2024 we leased three administrative offices in Asia aggregating approximately 17,000 square feet of space.
The Company has one business to business call center and one warehouse from its discontinued NATG business that are sublet. These properties aggregate to approximately 0.4 million square feet of space. Asia As of December 31, 2025 we leased three administrative offices in Asia aggregating approximately 17,000 square feet of space.
The Company has sublet certain warehouse distribution space in Canada, which aggregates to approximately 127,000 square feet, and office space in Florida of approximately 3,000 square feet. 19 Table of Contents Our headquarters, administrative offices and call centers aggregate approximately 221,000 square feet of space.
The Company has sublet certain warehouse distribution space in Canada, which aggregates to approximately 127,000 square feet, and office space in Florida of approximately 3,000 square feet. Our headquarters, administrative offices and call centers aggregate approximately 242,000 square feet of space.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeUnder the share repurchase program, the Company is authorized to purchase shares from time to time through open market purchases, tender offerings or negotiated purchases, subject to market conditions and other factors. During 2024, 2023 and 2022, no shares were repurchased. The maximum number of shares that may yet be purchased under the program total approximately 1,375,000. Item 6. Reserved
Biggest changeUnder the share repurchase program, the Company is authorized to purchase shares from time to time through open market purchases, tender offerings or negotiated purchases, subject to market conditions and other factors. During 2025, the Company repurchased approximately 326,000 common shares for $9.3 million under its share repurchase authorization.
Information regarding securities authorized for issuance under equity compensation plans relating to the Company’s common stock is set forth in the Company’s Proxy Statement relating to the 2025 Annual Meeting of Stockholders and is incorporated by reference herein.
Information regarding securities authorized for issuance under equity compensation plans relating to the Company’s common stock is set forth in the Company’s Proxy Statement relating to the 2026 Annual Meeting of Stockholders and is incorporated by reference herein.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Global Industrial's common stock is traded on the New York Stock Exchange ("NYSE") under the symbol “GIC.” In February 2025, the Company's Board of Directors declared a regular cash dividend of $0.26 per share to common stock shareholders of record at the close of business on March 10, 2025, payable on March 17, 2025.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Global Industrial's common stock is traded on the New York Stock Exchange ("NYSE") under the symbol “GIC.” In February 2026, the Company's Board of Directors declared a regular quarterly cash dividend of $0.28 per share to common stock shareholders of record at the close of business on March 9, 2026, payable on March 16, 2026.
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The dividend is expected to result in aggregate payments in 2026 of approximately $43 million, based on the number of shares outstanding at February 20, 2026.
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The maximum number of shares that may yet be purchased under the program total approximately 1,049,000. There were no shares repurchased during 2024 and 2023. Item 6. Reserved

Item 7. Management's Discussion & Analysis

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

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Biggest changeExcluding Indoff, operating income was $73.9 million, a decrease of 18.6%. • Net income per diluted share from continuing operations decreased 14.7% to $1.57 compared to $1.84 last year. *Average daily sales is calculated based upon the number of selling days in each period, with Canadian sales converted to U.S. dollars using the current year's average exchange rate.
Biggest changeThis discussion should be read in conjunction with the consolidated financial statements included herein. • Consolidated sales increased 4.8% to $1.38 billion in U.S. dollars compared to $1.32 billion last year and average daily sales increased 3.2% compared to prior year. • Consolidated gross margin increased to 35.5 % compared to 34.3% last year. • Consolidated operating income from continuing operations increased 21.2% to $97.6 million compared to $80.5 million last year. • Net income per diluted share from continuing operations increased 17.8% to $1.85 compared to $1.57 last year. *Average daily sales is calculated based upon the number of selling days in each period, with Canadian sales converted to U.S. dollars using the current year's average exchange rate.
The Company estimates the net realizable value of its inventory by considering factors such as inventory levels, historical write-off information, market conditions, estimated direct selling costs and physical condition of the inventory. Our inventory reserve estimates for the years ended December 31, 2024 and 2023 were not materially different than our actual experience.
The Company estimates the net realizable value of its inventory by considering factors such as inventory levels, historical write-off information, market conditions, estimated direct selling costs and physical condition of the inventory. Our inventory reserve estimates for the years ended December 31, 2025 and 2024 were not materially different than our actual experience.
As of December 31, 2024, the Company had no material uncertain tax positions. Critical Accounting Policies and Estimates Our significant accounting policies are described in Note 1, Basis of Presentation, of Notes to Consolidated Financial Statements included in Item 15 of this Form 10-K.
As of December 31, 2025, the Company had no material uncertain tax positions. Critical Accounting Policies and Estimates Our significant accounting policies are described in Note 1, Basis of Presentation, of Notes to Consolidated Financial Statements included in Item 15 of this Form 10-K.
We maintain our cash and cash equivalents in money market funds or their equivalent that have maturities of less than three months and in non-interest bearing accounts that partially offset banking fees. As of December 31, 2024, we had no investments with maturities of greater than three months.
We maintain our cash and cash equivalents in money market funds or their equivalent that have maturities of less than three months and in non-interest bearing accounts that partially offset banking fees. As of December 31, 2025, we had no investments with maturities of greater than three months.
Offsetting these payments were proceeds of $1.8 million from the issuance of common stock from stock option exercises, offset by payments for payroll taxes through shares withheld, which totaled approximately $1.6 million and proceeds of $1.5 million from the issuance of common stock from our employee stock purchase plan.
Offsetting these payments, were proceeds of $1.8 million from the issuance of common stock from stock option exercises, offset by payments for payroll taxes through shares withheld of approximately $1.6 million and proceeds of $1.5 million from the issuance of common stock from our employee stock purchase plan.
Revenue Recognition The Company recognizes revenue from contracts with its customers utilizing the following steps: • Identifying the contract with the customer ▪ Identifying the performance obligations under the contract ▪ Determining the transaction price ▪ Allocating transaction price to performance obligations, if necessary ▪ Recognizing revenue as performance obligations are satisfied The Company's invoice, and the terms and conditions of sale contained therein, constitutes the evidence of an arrangement and is a contract with the customer.
Revenue Recognition 29 Table of Contents The Company recognizes revenue from contracts with its customers utilizing the following steps: • Identifying the contract with the customer ▪ Identifying the performance obligations under the contract ▪ Determining the transaction price ▪ Allocating transaction price to performance obligations, if necessary ▪ Recognizing revenue as performance obligations are satisfied The Company's invoice, and the terms and conditions of sale contained therein, constitutes the evidence of an arrangement and is a contract with the customer.
We expect that past performance may not be indicative of future performance due to the competitive nature of our business where the need to adjust prices to gain or hold market share is prevalent. Macroeconomic conditions, such as business and consumer sentiment, may affect our revenues, cash flows or financial condition.
We expect that past performance may not be indicative of future performance due to the competitive nature of our business where the need to adjust prices to gain or hold market share is prevalent. 28 Table of Contents Macroeconomic conditions, such as business and consumer sentiment, may affect our revenues, cash flows or financial condition.
Levels of earnings and cash flows are dependent on factors such as consolidated gross margin and selling, distribution and administrative costs, product mix and relative levels of domestic and foreign sales. Unusual gains or expense items, such as 27 Table of Contents special (gains) charges and settlements, may impact earnings and are separately disclosed.
Levels of earnings and cash flows are dependent on factors such as consolidated gross margin and selling, distribution and administrative costs, product mix and relative levels of domestic and foreign sales. Unusual gains or expense items, such as special (gains) charges and settlements, may impact earnings and are separately disclosed.
The Company had in excess of $160 million of liquidity (cash and an undrawn line of credit) in the U.S. as of December 31, 2024. Material Cash Requirements We are obligated under non-cancelable operating and finance leases for the rental of our facilities and certain of our equipment which expire at various dates through 2034.
The Company had in excess of $183 million of liquidity (cash and an undrawn line of credit) in the U.S. as of December 31, 2025. Material Cash Requirements We are obligated under non-cancelable operating and finance leases for the rental of our facilities and certain of our equipment which expire at various dates through 2034.
Industrial products distribution is working capital intensive, requiring us to incur significant costs 21 Table of Contents associated with the warehousing of many products, including the costs of maintaining inventory, leasing warehouse space, inventory management systems and employing personnel to perform the associated tasks.
Industrial products distribution is working capital intensive, requiring us to incur significant costs associated with the warehousing of many products, including the costs of maintaining inventory, leasing warehouse space, inventory management systems and employing personnel to perform the associated tasks.
We identify below a number of policies that entail 28 Table of Contents significant judgments or estimates, the assumptions and/or judgments used to determine those estimates and the potential effects on reported financial results if actual results differ materially from these estimates.
We identify below a number of policies that entail significant judgments or estimates, the assumptions and/or judgments used to determine those estimates and the potential effects on reported financial results if actual results differ materially from these estimates.
In 2025 we anticipate capital expenditures to be in the range of $2.0 to $3.0 million, though at this time we are not contractually committed to incur these expenditures. In the past we have engaged in opportunistic acquisitions, choosing to pay the purchase price in cash, and may do so in the future as favorable situations arise.
In 2026 we anticipate capital expenditures to be in the range of $3.0 to $4.0 million, though at this time we are not contractually committed to incur these expenditures. In the past we have engaged in opportunistic acquisitions, choosing to pay the purchase price in cash, and may do so in the future as favorable situations arise.
GROSS MARGIN Gross margin is dependent on variables such as product mix including sourcing and category, competition, pricing strategy, vendor volume rebates, freight pricing decisions including the use of free or other promotional freight plans, freight cost inflation including both domestic outbound freight as well as international inbound ocean freight, inventory valuation and obsolescence and other variables, any or all of which may result in fluctuations in gross margin.
GROSS MARGIN Gross margin is dependent on variables such as product mix including sourcing and category, trade policy inclusive of the imposition of tariffs, competition, pricing strategy, vendor volume rebates, freight pricing decisions including the use of free or other promotional freight plans, freight cost inflation including both domestic outbound freight as well as international inbound ocean freight, inventory valuation and obsolescence and other variables, any or all of which may result in fluctuations in gross margin.
Accordingly, we do not believe that our cash balances have significant exposure to interest rate risk. At December 31, 2024 cash balances held in foreign subsidiaries totaled approximately $4.6 million. These balances are held in local country banks and are held primarily to support local working capital needs.
Accordingly, we do not believe that our cash balances have significant exposure to interest rate risk. At December 31, 2025 cash balances held in foreign subsidiaries totaled approximately $4.8 million. These balances are held in local country banks and are held primarily to support local working capital needs.
The total accrued sales returns liability was approximately $1.9 million at December 31, 2024 and $2.1 million at December 31, 2023, and was recorded as a refund liability in Accrued expenses and other current liabilities in the accompanying Consolidated Balance Sheets.
The total accrued sales returns liability was approximately $1.7 million at December 31, 2025 and $1.9 million at December 31, 2024, and was recorded as a refund liability in Accrued expenses and other current liabilities in the accompanying Consolidated Balance Sheets.
As of December 31, 2024, eligible collateral under the credit agreement was $125.0 million, total availability was $122.2 million, total outstanding letters of credit was $1.7 million, total excess availability was $120.5 million and there were no outstanding borrowings. The Company was in compliance with all of the covenants of the credit agreement in place as of December 31, 2024.
As of December 31, 2025, eligible collateral under the credit agreement was $125.0 million, total availability was $122.1 million, total outstanding letters of credit was $1.6 million, total excess availability was $120.5 million and there were no outstanding borrowings. The Company was in compliance with all of the covenants of the credit agreement in place as of December 31, 2025.
In the event the sub lessee is unable to fulfill its obligations, we would be responsible for remaining rents due under the leases. Our purchase and other obligations consist primarily of purchase commitments for certain employment, consulting and service agreements. As of December 31, 2024 we were obligated for approximately $34.0 million under these commitments.
In the event the sub lessee is unable to fulfill its obligations, we would be responsible for remaining rents due under the leases. Our purchase and other obligations consist primarily of purchase commitments for certain employment, consulting and service agreements. As of December 31, 2025 we were obligated for approximately $30.8 million under these commitments.
We believe that our cash balances and future cash flows from operations and availability under our credit facility will be sufficient to fund our working capital and other cash requirements for at least the next twelve months.
We believe that our cash balances and future cash flows from operations will be sufficient to fund our working capital and other cash requirements for at least the next twelve months.
The Company has elected to omit discussion of the earliest year presented, December 31, 2022, in MD&A. This discussion can be found in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in Form 10-K for the year ended December 31, 2023, filed on March 12, 2024.
The Company has elected to omit discussion of the earliest year presented, December 31, 2023, in MD&A. This discussion can be found in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in Form 10-K for the year ended December 31, 2024, filed on February 26, 2025.
In 2025 we anticipate cash expenditures of approximately $10.5 million related to these commitments. In addition to the previously mentioned commitments, we had $1.7 million of standby letters of credit outstanding as of December 31, 2024.
In 2026 we anticipate cash expenditures of approximately $7.7 million related to these commitments. In addition to the previously mentioned commitments, we had $1.6 million of standby letters of credit outstanding as of December 31, 2025.
Financial Condition, Liquidity and Capital Resources Selected liquidity data (in millions): December 31, 2024 2023 $ Change Cash and cash equivalents $ 44.6 $ 34.4 $ 10.2 Accounts receivable, net $ 126.5 $ 130.7 $ (4.2) Inventories $ 167.1 $ 150.8 $ 16.3 Prepaid expenses and other current assets $ 14.4 $ 13.9 $ 0.5 Accounts payable $ 106.5 $ 111.0 $ (4.5) Accrued expenses and other current liabilities $ 47.8 $ 49.1 $ (1.3) Operating lease liabilities $ 14.1 $ 14.1 $ 0.0 Working capital $ 184.2 $ 155.6 $ 28.6 Historical Cash Flows Year Ended December 31, 2024 2023 Net cash provided by operating activities from continuing operations $ 50.4 $ 112.0 Net cash provided by operating activities from discontinued operations $ 0.3 $ 0.0 Net cash used in investing activities from continuing operations $ (3.8) $ (76.2) Net cash used in financing activities from continuing operations $ (36.7) $ (29.7) Effects of exchange rates on cash $ 0.0 $ (0.2) Net increase in cash and cash equivalents $ 10.2 $ 5.9 Our primary liquidity needs are to support working capital requirements in our business, funding recently declared and any future dividends, funding capital expenditures and inventory purchases, continuing investment in upgrading and expanding our technological capabilities specifically related to additional functionality and enhanced navigation of our new web platform, continuing investment in sales, marketing, merchandising, customer service and upgrading our distribution footprint and funding acquisitions.
Financial Condition, Liquidity and Capital Resources Selected liquidity data (in millions): December 31, 2025 2024 $ Change Cash and cash equivalents $ 67.5 $ 44.6 $ 22.9 Accounts receivable, net $ 139.6 $ 126.5 $ 13.1 Inventories $ 174.6 $ 167.1 $ 7.5 Prepaid expenses and other current assets $ 14.8 $ 14.4 $ 0.4 Accounts payable $ 108.7 $ 106.5 $ 2.2 Accrued expenses and other current liabilities $ 53.7 $ 47.8 $ 5.9 Operating lease liabilities $ 16.1 $ 14.1 $ 2.0 Working capital $ 218.0 $ 184.2 $ 33.8 Historical Cash Flows Year Ended December 31, 2025 2024 Net cash provided by operating activities from continuing operations $ 77.7 $ 50.4 Net cash provided by operating activities from discontinued operations $ 0.1 $ 0.3 Net cash used in investing activities from continuing operations $ (7.1) $ (3.8) Net cash used in financing activities from continuing operations $ (47.5) $ (36.7) Effects of exchange rates on cash $ (0.3) $ 0.0 Net increase in cash and cash equivalents $ 22.9 $ 10.2 Our primary liquidity needs are to support working capital requirements in our business, funding recently declared and any future dividends, funding capital expenditures and inventory purchases, continuing investment in upgrading and expanding our technological capabilities specifically related to additional functionality and enhanced navigation of our new web platform, continuing investment in sales, marketing, merchandising, customer service and upgrading our distribution footprint and funding acquisitions.
As of December 31, 2024 we were obligated for approximately $83.1 million under these non-cancelable operating leases. In 2025 we anticipate cash expenditures of approximately $18.4 million for these operating leases. We have sublease agreements for unused space, as well as excess space in facilities we are currently occupying, in the United States and Canada.
As of December 31, 2025 we were obligated for approximately $123.7 million under these non-cancelable operating leases. In 2026 we anticipate cash expenditures of approximately $21.4 million for these operating leases. We have sublease agreements for unused space, as well as, excess space in facilities we are currently occupying, in the United States and Canada.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Overview Global Industrial Company, through its subsidiaries, is a value-added industrial distributor of hundreds of thousands of industrial and MRO products in North America going to market through a system of branded e-commerce websites and relationship marketers.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Overview Global Industrial Company, through its subsidiaries, is a value-added distributor and source for industrial equipment and supplies in North America going to market through a system of branded e-commerce websites and relationship marketers.
There were 253 selling days in the U.S. in 2024 and 2023 and 250 selling days in Canada in 2024 and 2023. 23 Table of Contents Results of Operations (1) Key Performance Indicators (in millions): Years Ended December 31, Change 2024 2023 2024 vs. 2023 Results of continuing operations: Consolidated net sales $ 1,315.9 $ 1,274.3 3.3 % Consolidated gross profit $ 452.0 $ 435.8 3.7 % Consolidated gross margin 34.3 % 34.2 % 0.1 % Consolidated SD&A costs $ 371.5 $ 339.3 9.5 % Consolidated SD&A costs as % of sales 28.2 % 26.6 % 1.6 % Consolidated operating income $ 80.5 $ 96.5 (16.6) % Consolidated operating margin from continuing operations: 6.1 % 7.6 % (1.5) % Effective income tax rate 23.9 % 25.7 % (1.8) % Net income from continuing operations $ 60.7 $ 70.7 (14.1) % Net margin from continuing operations 4.6 % 5.5 % (0.9) % Net income from discontinued operations, net of tax $ 0.3 $ 0.0 NM NM=not meaningful 1 Global Industrial Company manages its business and reports using a 52-53 week fiscal year that ends at midnight on the Saturday closest to December 31.
There were 257 selling days in the U.S. in 2025 compared to 253 selling days in 2024 and in Canada, there were 254 selling days in 2025 compared to 250 selling days in 2024. 24 Table of Contents Results of Operations (1) Key Performance Indicators (in millions): Years Ended December 31, Change 2025 2024 2025 vs. 2024 Results of continuing operations: Consolidated net sales $ 1,379.1 $ 1,315.9 4.8 % Consolidated gross profit $ 490.2 $ 452.0 8.5 % Consolidated gross margin 35.5 % 34.3 % 1.2 % Consolidated SD&A costs $ 392.6 $ 371.5 5.7 % Consolidated SD&A costs as % of sales 28.5 % 28.2 % 0.3 % Consolidated operating income $ 97.6 $ 80.5 21.2 % Consolidated operating margin from continuing operations: 7.1 % 6.1 % 1.0 % Effective income tax rate 26.2 % 23.9 % 2.3 % Net income from continuing operations $ 72.0 $ 60.7 18.6 % Net margin from continuing operations 5.2 % 4.6 % 0.6 % Net income from discontinued operations, net of tax $ 0.1 $ 0.3 NM NM=not meaningful 1 Global Industrial Company manages its business and reports using a 52-53 week fiscal year that ends at midnight on the Saturday closest to December 31.
On May 19, 2023 the Company acquired 100% of the outstanding equity interests of Indoff, a business-to-business direct marketer of material handling products, commercial interiors and business products with operations in North America, for approximately $72.6 million in cash.
The Company acquired 100% of the outstanding equity interests of Indoff, a business-to-business direct marketer of material handling products, commercial interiors and business products with operations in North America, on May 19, 2023 for approximately $72.6 million in cash. The Indoff accounts are included in the accompanying consolidated financial statements from the date of acquisition.
In addition, changes in our working capital accounts used $22.3 million in 2024 compared to $26.7 million provided in 2023, primarily the result of changes in inventory and accounts payable balances. Net cash provided by operating activities from discontinued operations was $0.3 million in 2024 and 0.0 million in 2023.
Changes in our working capital accounts used $10.9 million in 2025 compared to $22.3 million used in 2024, primarily the result of changes in inventory, accounts payable, accrued expenses, other current liabilities and other liabilities and accounts receivable balances. Net cash provided by operating activities from discontinued operations was $0.1 million in 2025 and $0.3 million in 2024.
Financing Activities Net cash used in financing activities was $36.7 million in 2024 and $29.7 million in 2023. In 2024, net cash used in financing activities primarily related to the regular quarterly dividend of $0.25 per common share which totaled $38.4 million.
In addition, $9.1 million was used for the purchase of treasury stock. In 2024, net cash used in financing activities primarily related to the regular quarterly dividend of $0.25 per common share which totaled $38.4 million.
Tax expense from continuing operations was primarily the result of pretax income in the U.S. and India operations, including tax expense for certain U.S. states. Non-deductible expenses, including executive compensation, was approximately $2.5 million.
Tax expense from continuing operations was primarily the result of pretax income in the U.S. and India operations, including tax expense for certain U.S. states. The tax rate in 2024 benefited from the reversal of previously non-deductible executive stock compensation of approximately $1.1 million related the departure of the CEO in August 2024.
The Company will record a contract liability in cases where customers pay in advance of the Company satisfying its performance obligation which typically occurs within a year of receipt. The Company had approximately $4.1 million of contract liabilities as of December 31, 2024 and $3.3 million as of December 31, 2023.
The Company will record a contract liability in cases where customers pay in advance of the Company satisfying its performance obligation which typically occurs within a year of receipt.
The Company offers customers rights to return product within a certain time, usually 30 days. The Company estimates its sales returns liability quarterly based upon its historical returns rates as a percentage of historical sales for the trailing twelve-month period.
The Company estimates its sales returns liability quarterly based upon its historical returns rates as a percentage of historical sales for the trailing twelve-month period.
These industrial and MRO products are manufactured by other companies. Some products are manufactured for us and sold as a white label product, and some are manufactured to our own design and marketed as private brand products under the trademarks: Global™, GlobalIndustrial.com™, Nexel™, Paramount™, Interion™ and Absocold™.
Some products are manufactured for us and sold as a white label product, and some are manufactured to our own design and marketed as private brand products under the trademarks: Global™, GlobalIndustrial.com™, Nexel™, Paramount™, Interion™ and Absocold™. Operating Conditions The market for the sale of industrial products in North America is highly fragmented and is characterized by multiple distribution channels.
We currently believe that current cash on hand, cash flow from operations and our availability under our 26 Table of Contents credit facility will be sufficient to fund our working capital and other cash requirements for at least the next twelve months. We believe our current capital structure and cash resources are adequate for our internal growth initiatives.
We rely upon operating cash flow and our credit facility to meet these needs. We currently believe that current cash on hand and cash flow from operations will be sufficient to fund our working capital and other cash requirements for at least the next twelve months.
In 2023, net cash used in financing activities primarily related to the regular quarterly dividend of $0.20 per common share which totaled $30.6 million and net repayments of short-term borrowings of $0.6 million.
In 2025, net cash used in financing activities primarily related to the regular quarterly dividend of $0.26 per common share which totaled $40.3 million.
Recent Accounting Pronouncements For information about recent accounting pronouncements, see Note 2, Summary of Significant Accounting Policies, of Notes to Consolidated Financial Statements included in Part II, Item 8, Financial Statements and Supplemental Data, of this Annual Report on Form 10-K.
However, if in the future our estimates are materially different than our actual experience, we could have a material loss adjustment. 30 Table of Contents Recent Accounting Pronouncements For information about recent accounting pronouncements, see Note 2, Summary of Significant Accounting Policies, of Notes to Consolidated Financial Statements included in Part II, Item 8, Financial Statements and Supplemental Data, of this Annual Report on Form 10-K.
Investing Activities Net cash used in investing activities totaled $3.8 million and $76.2 million for 2024 and 2023 respectively In 2024, investing activities was used for warehouse machinery and equipment for distribution facilities, leasehold improvements and computer equipment upgrades.
In 2024, investing activities was also used for warehouse machinery and equipment in our distribution facilities, leasehold improvements and computer equipment upgrades. Financing Activities Net cash used in financing activities was $47.5 million in 2025 and $36.7 million in 2024.
Inventory turns were 5.2 in 2024 compared to 5.3 in 2023 and accounts payable days outstanding were 48.4 in 2024 compared to 50.0 in 2023. We expect that future accounts receivable, inventory and accounts payable balances will fluctuate with net sales and the product mix of our net sales.
We expect that future accounts receivable, inventory and accounts payable balances will fluctuate with net sales and the product mix of our net sales.
Offsetting these payments, were net proceeds of $0.1 million from the issuance of common stock from stock option exercises, net of payments for payroll taxes through shares withheld of approximately $0.5 million and proceeds of $1.4 million from the issuance of common stock from our employee stock purchase plan The Company maintains a $125.0 million secured revolving credit facility with one financial institution, which has a five year term, maturing on October 19, 2026 and provides for borrowings in the United States.
The Company maintains a $125.0 million secured revolving credit facility with one financial institution, which has a five year term, maturing on October 19, 2026 and provides for borrowings in the United States.
For clarity of presentation, fiscal years are described as if they ended on the last day of the respective calendar month. Fiscal years 2024 and 2023 ended on December 28, 2024 and December 30, 2023, respectively. The fiscal years ended 2024 and 2023 included 52 weeks. 24 Table of Contents Management’s discussion and analysis that follows includes current operations.
For clarity of presentation, fiscal years are described as if they ended on the last day of the respective calendar month. Fiscal years 2025 and 2024 ended on January 3, 2026 and December 28, 2024, respectively.
Performance will continue to reflect the impact of proactive promotion and freight actions as part of our competitive pricing initiatives, and ocean freight costs, which remain volatile and elevated. Consolidated gross margin will continue to also be impacted by Indoff's lower gross margin profile.
Performance will continue to reflect the impact of strategic promotion and freight actions as part of our competitive pricing initiatives, tariff related actions and ocean freight costs.
The year over year improvement was primarily the result of modest price actions taken throughout the year to offset both the increased costs of inbound ocean transportation, as well as, higher parcel fulfillment costs.
In the prior year, the Company's margin reflected modest price actions taken throughout the year to offset both the increased costs of inbound ocean transportation, as well as, higher parcel fulfillment costs. Management of our margin profile remains a key area of focus for the Company.
Operating Activities Net cash provided by operating activities from continuing operations was $50.7 million attributable to cash generated from net income adjusted by other non-cash items which provided $72.7 million in 2024 compared to $85.3 million provided in 2023. This decrease is primarily the result of lower income in 2024 offset by increased depreciation and amortization expenses.
Operating Activities Net cash provided by operating activities from continuing operations was $77.7 million attributable to cash generated from net income adjusted by other non-cash items which provided $88.6 million in 2025 compared to $72.7 million provided in 2024 primarily due to higher net income in 2025 and higher stock-based compensation expense.
INCOME TAXES The Company recorded net tax expense in continuing operations for 2024 of $19.1 million, or 23.9%. Tax expense from continuing operations was primarily the result of pretax income in the U.S. and India operations, including tax expense for certain U.S. states.
The Company also recorded foreign exchange income of approximately $0.1 million in 2025 and foreign exchange losses of approximately $0.5 million in 2024. 26 Table of Contents INCOME TAXES The Company recorded net tax expense in continuing operations for 2025 of $25.6 million, or 26.2% related to its operations in the U.S, Canada and India, including tax expense for certain U.S. states.
To the extent our growth initiatives expand, including major acquisitions, we would seek to raise additional capital. We believe that, if needed, we can access public or private funding alternatives to raise additional capital.
We believe our current capital structure and cash resources are adequate for our internal growth initiatives. To the extent our growth initiatives expand, including major acquisitions, we would seek to raise additional capital.
There were 253 selling days in the U.S. in 2024 and 2023 and 250 selling days in Canada in 2024 and 2023.
U.S. sales increased 4.7% in 2025 compared to 2024 and Canada sales increased 7.0%, 9.2% in local currency in 2025 compared to 2024. There were 257 selling days in the U.S. in 2025 compared to 253 in 2024 and 254 selling days in Canada in 2025 compared to 250 selling days in 2024.
Investments in key performance areas are designed to strengthen our competitive position, drive operational efficiencies, and help us capture market share. 22 Table of Contents Highlights from 2024 vs. 2023 The following discussion of our results of operations and financial condition will provide information that will assist in understanding our financial statements and information about how certain accounting principles and estimates affect the consolidated financial statements.
This includes transforming our business model to become a more customer-centric organization along with reframing our go-to-market strategy to more effectively address our customer's needs. 23 Table of Contents Highlights from 2025 vs. 2024 The following discussion of our results of operations and financial condition will provide information that will assist in understanding our financial statements and information about how certain accounting principles and estimates affect the consolidated financial statements.
Our working capital increased $28.6 million primarily related to higher cash and inventory balances, lower accounts payable, accrued expenses and other current liabilities balances offset by lower accounts receivable balances. Accounts receivable days outstanding were 37.7 in 2024 compared to 37.3 in 2023.
We believe that, if needed, we can access public or private funding alternatives to raise additional capital. 27 Table of Contents Our working capital increased $33.8 million primarily related to higher cash, accounts receivable and inventory balances, partially offset by higher accounts payable, accrued expenses and other current liabilities balances.
The Indoff accounts are included in the accompanying consolidated financial statements from the date of acquisition. See Note 4, Acquisition, of Notes to Consolidated Financial Statements for additional financial information regarding the acquisition. Continuing Operations The Company sells a wide array of industrial and MRO products, which are marketed in North America.
See Note 4, Acquisition, of Notes to Consolidated Financial Statements for additional financial information regarding these acquisitions. 22 Table of Contents Continuing Operations The Company specializes in providing maintenance, repair and operations solutions to businesses ranging from small to enterprise, and to the public sector.
The tax rate in 2024 benefited from the reversal of previously non-deductible executive stock compensation of approximately $1.1 million related the departure of the CEO in August 2024. The Company recorded net tax expense in continuing operations for 2023 of $24.5 million, or 25.7%.
The increased tax expense in 2025 compared to 2024 is attributable to the higher taxable income in 2025 and a higher effective tax rate due to an increase in non-deductible executive compensation. The Company recorded net tax expense in continuing operations for 2024 of $19.1 million, or 23.9%.
SD&A costs as a percentage of sales increased approximately 160 basis points in 2024 compared to 2023.
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES (“SG&A”) Selling, general and administrative expenses totaled $392.6 million and $371.5 million for the years ended December 31, 2025 and 2024, respectively. SG&A costs as a percentage of sales increased approximately 30 basis points in 2025 compared to 2024.
Removed
The Company acquired 100% of the outstanding equity interests of Indoff, a business-to-business direct marketer of material handling products, commercial interiors and business products with operations in North America, on May 19, 2023 for approximately $72.6 million in cash. This acquisition expands the Company's presence in the MRO market in North America.
Added
In April 2025, the Company completed the acquisition of an equipment service provider for approximately $4.3 million in cash. At closing, $0.3 million was held in escrow for settlement of potential obligations. The accounts acquired are included in the accompanying consolidated financial statements from the date of acquisition. This acquisition broadens the Company's value-added offerings in certain key equipment categories.
Removed
Operating Conditions The North American industrial products market is highly fragmented and we compete against companies in multiple distribution channels.
Added
This acquisition expands the Company's presence in the maintenance, repair and operations ("MRO") market in North America.
Removed
Business Outlook As we enter 2025, we believe we have the right plan in place to build upon the progress of the last year. Initiatives across the business are designed to elevate and highlight Global Industrial’s position as an indispensable business partner, and the value we bring every day to our customers.
Added
The Company is committed to its customer-centric strategy and uses industry expertise, products from its own Global Industrial Exclusive Brands TM , and nationally known brands to provide customers with a breadth of offerings to meet their needs. These industrial and MRO products are manufactured by other companies.
Removed
This discussion should be read in conjunction with the consolidated financial statements included herein. • Consolidated sales increased 3.3% to $1.32 billion in U.S. dollars compared to $1.27 billion last year.
Added
Business Outlook 2025 was a year of solid execution and significant progress for Global Industrial, with revenue growing 4.8% to $1.38 billion. We delivered strong margin performance, generated healthy cash flows and we continue to make progress on our strategic initiatives, which we believe will enable us to drive profitable top-line growth and scale the business in 2026 and beyond.
Removed
Excluding Indoff, sales declined 0.6% as compared to the year ago period and 0.5% on an average daily sales basis*. • Consolidated gross margin increased to 34.3 % compared to 34.2% last year.
Added
The fiscal year ended 2025 included 53 weeks and 2024 included 52 weeks. 25 Table of Contents Management’s discussion and analysis that follows includes current operations.
Removed
Excluding Indoff, gross margin was 36.0% compared to 35.5% in the year ago period. • Consolidated operating income from continuing operations decreased 16.6% to $80.5 million compared to $96.5 million last year.
Added
NET SALES The Company's net sales increased 4.8% to $1.38 billion compared to $1.32 billion in 2024, benefiting from price capture, strong sales from our largest strategic accounts and volume improvement in the second half of the year, partially offset by a reduction in our smaller and transactional customer sales.
Removed
NET SALES The Company's net sales increased 3.3% to $1.32 billion compared to $1.27 billion in 2023, benefiting from last year's Indoff acquisition on May 19, 2023 and strong top line growth in the first half of 2024. As we continued through the year, results softened as we experienced continued weakness in our core small and medium business customer base.
Added
Gross margin was 35.5% compared to 34.3% in the prior year, a 120 basis point improvement. The year over year improvement resulted strategic pricing management including the timing benefit from pre-tariff inventory flowing through cost of sales and overall freight management, including both inbound and outbound logistics as well as quality initiatives that reduced freight claims and customer returns.
Removed
Excluding sales contributed by Indoff, full year and average daily sales decreased 0.6% and 0.5%, respectively, compared to prior year. U.S. sales, including Indoff, increased 3.5% compared to the full year of 2023 and Canada sales declined 1.0%. Canada sales increased 0.4% in local currency in 2024.
Added
The Company continues to anticipate that there may be increased margin variability in future periods given the timing dynamics of on-hand inventory, inflationary pressures associated with tariff related cost increases and our efforts to continue to diversify our supply chain as well as historical seasonality.
Removed
Gross margin was 34.3% compared to 34.2% in the prior year, a 10 basis point improvement. Excluding Indoff, gross margin was 36.0%, a 50 basis points improvement compared to prior year.
Added
Cost increases included total salary and related costs of approximately $20.4 million, of which approximately $9.7 million related to variable compensation with both selling commissions and bonus pool increasing compared to prior year and increased stock-based compensation expenses of approximately $4.6 million compared to prior year.
Removed
In the prior year, the Company's margin reflected a nearly 40 basis point benefit in the fourth quarter of 2023 and 10 point basis benefit in fiscal year 2023, respectively, from a one-time settlement with a former less-than-truckload ("LTL") freight partner. Management of our margin profile remains a key focus for the Company.
Added
Additional cost increases for net advertising spend of approximately $0.5 million was incurred offset by continued strong general and discretionary cost control. Prior year reflected a benefit associated with the reversal of executive stock compensation offset by approximately $0.7 million of recruitment costs associated with our CEO search.
Removed
The Company may also experience margin variability in future periods due to the current economic environment, inflationary pressures and historical seasonality. SELLING, DISTRIBUTION AND ADMINISTRATIVE EXPENSES (“SD&A”) Selling, distribution and administrative expenses totaled $371.5 million and $339.3 million for the years ended December 31, 2024 and 2023, respectively.
Added
OPERATING MARGIN The Company's operating margin improved by 100 basis points in 2025 compared to 2024, driven by the sales increase, increased gross margin, continued strong general and discretionary cost control offset by increased variable compensation expense related to performance.
Removed
This increase reflects the impact of the planned investment in key sales and marketing growth initiatives, which generated negative leverage due to the soft customer demand environment, increased audit and consulting costs related to the remediation of certain IT general controls, increased healthcare costs, as well as, the full year's inclusion of Indoff costs.
Added
INTEREST AND OTHER EXPENSE, NET Interest and other expense, net from continuing operations was $0.1 million for 2025 and $0.2 million for 2024.
Removed
Cost increases include planned net marketing spend of approximately $10.5 million, which includes significant cost per click ("CPC") inflation, and a full year of inclusion of Indoff expenses of approximately $11.7 million compared to prior year.
Added
Accounts receivable days outstanding were 38.9 in 2025 compared to 37.7 in 2024. Inventory turns were 5.1 in 2025 compared to 5.2 in 2024 and accounts payable days outstanding were 46.3 in 2025 compared to 48.4 in 2024.
Removed
These increased Indoff cost inclusions related primarily to compensation and related costs of approximately $8.1 million, of which $5.1 million was for sales commissions and $1.1 million was for intangible asset amortization.
Added
Investing Activities Net cash used in investing activities totaled $7.1 million and $3.8 million for 2025 and 2024, respectively. In 2025, $4.0 million was used for the acquisition of an equipment service provider and $3.1 million was used for warehouse machinery and equipment in our distribution facilities, and computer equipment upgrades and tooling.
Removed
Additional cost increases included total compensation and related costs of approximately $5.8 million and increased audit and consulting costs related to the remediation of certain IT general controls of approximately $2.0 million.
Added
Offsetting these payments were proceeds of $2.7 million from the issuance of common stock from stock option exercises, offset by payments for payroll taxes through shares withheld, which totaled approximately $2.3 million and proceeds of $1.5 million from the issuance of common stock from our employee stock purchase plan.
Removed
The $5.8 million of increased compensation and related costs are attributed to approximately $3.2 million of increased salaries, approximately $0.5 million of increased variable compensation and approximately $1.6 million of increased healthcare costs offset by approximately $1.1 million in cost savings related to lower workers compensation claims in 2024.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

3 edited+0 added−0 removed3 unchanged
Biggest changeSales would have fluctuated by approximately $6.7 million and pretax income would have changed by approximately $0.1 million if average foreign exchange rates changed by 10% in 2024.
Biggest changeSales would have fluctuated by approximately $7.2 million and pretax income would have changed by approximately $0.2 million if average foreign exchange rates changed by 10% in 2025.
We may enter into foreign currency options or forward exchange contracts aimed at limiting in part the impact of certain currency fluctuations, but as of December 31, 2024 we had no outstanding forward exchange contracts. Our exposure to market risk for changes in interest rates relates primarily to our variable rate debt.
We may enter into foreign currency options or forward exchange contracts aimed at limiting in part the impact of certain currency fluctuations, but as of December 31, 2025 we had no outstanding forward exchange contracts. Our exposure to market risk for changes in interest rates relates primarily to our variable rate debt.
Our variable rate debt consists of short-term borrowings under our credit facilities. As of December 31, 2024, we had no outstanding debt under our variable rate credit facility.
Our variable rate debt consists of short-term borrowings under our credit facilities. As of December 31, 2025, we had no outstanding debt under our variable rate credit facility.

Other GIC 10-K year-over-year comparisons