Evi Industries SEC Filings

EVI Industries, Inc. is asking stockholders to approve several items at its 2025 virtual annual meeting on December 15, 2025. Stockholders will vote on electing six directors for one-year terms, approving the new 2025 Equity Incentive Plan authorizing 3,000,000 shares for equity awards, and casting advisory votes on executive compensation and on how often future say‑on‑pay votes should occur.

Only holders of the 14,412,995 shares of common stock outstanding as of November 17, 2025 may vote, with one vote per share. The board recommends voting for all director nominees, for the 2025 Equity Incentive Plan, for the named executive officers’ compensation, and for say‑on‑pay votes every three years. The company is a “controlled company,” with management and related parties holding about 56.2% of voting power, and it highlights its use of long‑term restricted stock and restricted stock units to align executives and directors with stockholders.

EVI Industries furnished an earnings press release for the quarter ended September 30, 2025. The company submitted the release as Exhibit 99.1 to a Form 8-K under Item 2.02. The materials are furnished, not filed, and therefore are not subject to Section 18 liability or incorporated by reference into other Securities Act or Exchange Act filings.

EVI Industries reported higher sales but lower profits for the quarter ended September 30, 2025. Revenue was $108.3 million, up 16% from $93.6 million, driven largely by contributions from recent acquisitions. Gross profit rose to $33.9 million, with gross margin improving to 31.3% from 30.8%.

Operating costs increased to $30.3 million, reflecting expenses from acquired businesses, higher selling costs, elevated compensation and technology spending, and about $0.55 million tied to an industry exposition. As a result, operating income declined to $3.6 million and net income was $1.85 million versus $3.23 million a year ago; diluted EPS was $0.11 (prior year $0.21). Interest expense rose to $0.92 million on average borrowings under the credit facility.

Cash was $4.66 million and long-term debt was $51.0 million at a 5.54% weighted average rate, with $48.0 million remaining available under the $150 million revolver. The company declared a $0.33 per share special cash dividend (aggregate ~$5.0 million). Shares outstanding were 12,844,419 as of November 4, 2025.

EVI Industries (NYSE American: EVI) filed Amendment No. 1 to its Annual Report for the year ended June 30, 2025, to provide Part III items on directors, executive compensation, ownership, related-party transactions, and auditor fees. The amendment includes updated officer and director information, committee composition, and required certifications under Section 302, with no financial statements included.

The CEO’s fiscal 2025 total compensation was $5,350,835, and his base salary increased to $700,000 effective September 29, 2025. In September 2025, discretionary cash bonuses were paid of $850,000 (CEO), $150,000 (Marks), and $90,000 (Lazar), alongside new equity awards. Beneficial ownership shows Henry M. Nahmad at 5,481,114 shares (38.0%), and management/board collectively controlling 56.2% of voting power. Auditor BDO billed $1,533,203 in total fees for 2025, including $1,066,325 in audit fees and $466,878 in tax fees. Shares outstanding were 12,840,637 as of October 17, 2025.

EVI Industries (EVI) reported insider activity by CFO Robert Lazar. On October 9, 2025 and October 10, 2025, he surrendered 170 and 109 shares of common stock, respectively, under code F, to satisfy tax withholding on vested restricted stock awards. The transactions used closing prices of $29.83 and $27.90. Following these withholding transactions, Lazar directly owns 92,060 common shares.

EVI Industries (EVI) filed a Form 4 disclosing an administrative share transaction by Chairman, CEO and President Henry M. Nahmad. On 10/09/2025, 8,198 shares of common stock were surrendered to the issuer to satisfy tax withholding arising from the vesting of previously granted restricted stock awards. The price used was $29.83, the closing price on October 9, 2025.

Following the transaction, Nahmad beneficially owns 1,603,177 shares directly and 2,838,194 shares indirectly through Symmetric Capital LLC, where he is the sole manager and disclaims beneficial ownership beyond his pecuniary interest.

EVI Industries (EVI) filed a Form 4 for EVP, Business Development Thomas Marks. On 10/09/2025, the issuer withheld 829 shares of common stock to satisfy tax withholding tied to the vesting of previously granted restricted stock units. The price used was $29.83, the closing price on that date. Following the transaction, Marks beneficially owned 128,648 shares directly and 1,022,495 shares indirectly through family and childrens' trusts.

Insider sale to cover tax withholding: The filing shows Henry M. Nahmad, Chairman, CEO and President of EVI Industries (EVI), reported a sale of 5,626 shares on 10/05/2025 to satisfy tax withholding tied to the vesting of restricted stock awards. After the transaction he directly held 1,611,375 shares and indirectly held 2,838,194 shares through Symmetric Capital LLC, where he is sole manager and disclaims beneficial ownership except for his pecuniary interest. The shares were reported sold at a price of $29.54, which equals the closing price on 10/03/2025. The sale is coded as a disposition to satisfy withholding obligations and does not show additional derivative transactions.

Thomas Marks, EVP Business Development at EVI Industries reported a tax-withholding disposition tied to vested restricted stock units. On 10/05/2025 he had 1,342 shares of common stock withheld by the issuer to satisfy tax obligations tied to previously granted restricted stock units; the form lists a per-share price of $29.54 (the closing price on 10/03/2025), and shows 129,477 shares beneficially owned directly after the transaction. The filing also reports 1,022,495 shares beneficially owned indirectly through family and children’s trusts. The Form 4 is signed and dated 10/07/2025.

The reported action is a routine administrative withholding to cover taxes on vesting, not an open-market sale, and the disclosure preserves transparency on an insider’s current direct and indirect stakes in the company.