Global Industrial Q3 sales rise 10.2% to $389.5M

Global Industrial Company (GIC) reported third-quarter 2026 net sales of $389.5 million, up 10.2% from $353.6 million, and net income from continuing operations of $24.5 million, up 30.3% from $18.8 million.

Available on EDGAR 11/03/2026 - 05:01 PM EST Accepted by SEC EDGAR 11/03/2026 - 05:00 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Global Industrial Company (GIC) reported third-quarter 2026 net sales of $389.5 million, up 10.2% from $353.6 million, and net income from continuing operations of $24.5 million, up 30.3% from $18.8 million. Operating income from continuing operations was $32.7 million versus $26.3 million. Gross margin was 35.7%, compared with 35.6%.

Previously received IEEPA tariff refunds contributed approximately $2.0 million to third-quarter cost of sales. For the nine months, $23.1 million was recorded as a cost-of-sales benefit, $1.1 million as interest income, and $2.0 million remained in inventory. Net cash provided by continuing operations was $90.5 million for the nine months, compared with $57.7 million a year earlier; cash and cash equivalents were $119.2 million at September 30, 2026.

Management concluded disclosure controls were not effective as of September 30, 2026, due to material weaknesses at Indoff, which represents approximately 12% of revenue. The weaknesses involve IT general controls for change management, segregation of duties and privileged access. Remediation remained ongoing, with completion being pursued during Q4 2026, subject to security design, testing, validation and production deployment.

3 points · 0 major

MixediHow this balance works

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Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 1 point

How the balance works

Positive

• Moderate pointThird-quarter net sales rose 10.2% year over year.
• Moderate pointContinuing-operations net income rose 30.3% in Q3 2026.
• Moderate pointNine-month operating cash flow from continuing operations was $90.5 million, versus $57.7 million.

Negative

• Major pointIndoff material weaknesses leave disclosure controls ineffective; the subsidiary represents approximately 12% of revenue.

Filing Explained

Management says the material weaknesses did not result in identified misstatements and that the quarter’s financial statements fairly present the company’s position and results; the filing also notes its auditor issued an adverse opinion on internal control as of December 31, 2025.

Key Figures

Third-quarter net sales: $389.5 million Net income from continuing operations: $24.5 million Operating income from continuing operations: $32.7 million +4 more

7 metrics

Third-quarter net sales $389.5 million Three months ended September 30, 2026; up 10.2% from $353.6 million in 2025

Net income from continuing operations $24.5 million Three months ended September 30, 2026; up 30.3% from $18.8 million in 2025

Operating income from continuing operations $32.7 million Three months ended September 30, 2026; up 24.3% from $26.3 million in 2025

Net cash provided by operating activities from continuing operations $90.5 million Nine months ended September 30, 2026, compared with $57.7 million in 2025

Cash and cash equivalents $119.2 million As of September 30, 2026; $67.5 million as of December 31, 2025

Indoff share of revenue Approximately 12% Subsidiary identified in connection with material weaknesses in controls

Credit facility excess availability $119.8 million As of September 30, 2026

Key Terms

Information Technology General Controls, net orderly liquidation value, contract liability, two-class method, +1 more

5 terms

Information Technology General Controls technical

"key Information Technology General Controls (“ITGCs”)"

net orderly liquidation value financial

"85% of the net orderly liquidation value (“NOLV”)"

contract liability financial

"record a contract liability in cases where customers pay in advance"

A contract liability is a legally binding obligation a company has under a contract to deliver goods, services, or a refund in the future in exchange for money or another benefit already received. Investors care because these obligations represent future cash outflows or performance risks—like an IOU on a household chore list—that can reduce available cash, affect earnings reliability, and change how risky or valuable a company’s financial position looks.

two-class method financial

"using the two-class method of computing earnings per share"

average daily sales financial

"On an average daily sales basis"

The average daily sales is the typical amount of sales a company makes per day over a chosen period, calculated by dividing total sales (in dollars or units) by the number of days in that period. Investors use it like checking a car's average speed to judge momentum: it smooths out one-off spikes or drops to show underlying demand, revenue run-rate and short-term cash flow trends, helping spot whether business activity is growing, steady or fading.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were GIC's sales in the third quarter of 2026?

GIC reported third-quarter net sales of $389.5 million, compared with $353.6 million in the same quarter of 2025, a reported increase of 10.2%. U.S. sales rose 9.3%, while Canadian sales rose 25.9%, or 28.3% in local currency.

How much net income did GIC report for Q3 2026?

GIC reported $24.5 million of net income from continuing operations in Q3 2026, compared with $18.8 million a year earlier. Diluted earnings per share from continuing operations were $0.64, versus $0.48.

When does GIC's revolving credit facility mature, and what was its availability?

GIC's $125.0 million secured revolving credit facility was extended on June 30, 2026, for an additional five-year term and matures on June 30, 2031. As of September 30, 2026, total availability was approximately $121.4 million and excess availability was $119.8 million.

How many shares remained under GIC's repurchase program?

As of September 30, 2026, approximately 867,000 shares remained available for purchase under the program. No shares were repurchased in Q3; 182,000 shares were repurchased during the first nine months at an average price of $29.26 per share.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2026

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                     to

COMMISSION FILE NUMBER 1-13792

Global Industrial Company

(Exact name of registrant as specified in its charter)

Delaware	11-3262067
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

11 Harbor Park Drive

Port Washington, New York 11050

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (516) 608-7000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock ($.01 par value)	GIC	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes  ☒   No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”  “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐		Accelerated filer ☒
Non-accelerated filer ☐		Smaller reporting company ☐
		Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes ☐   No ☒

The number of shares outstanding of the registrant’s common stock as of October 30, 2026 was 38,199,823.

Table of Contents

TABLE OF CONTENTS

Available Information
Part I	Financial Information
Item 1.	Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.	Controls and Procedures	30
Part II	Other Information
Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 5.	Other Information	32
Item 6.	Exhibits	33
	Signatures	34

2

Table of Contents

Available Information

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

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

• Corporate Ethics Policy for officers, directors and employees

• Charter for the Audit Committee of the Board of Directors

• Charter for the Compensation Committee of the Board of Directors

• Charter for the Nominating/Corporate Governance Committee of the Board of Directors

• Corporate Governance Guidelines and Principles

• Conflict Minerals Disclosure

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

3

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Global Industrial Company

Condensed Consolidated Balance Sheets

(In millions)

		September 30,				December 31,
		2026				2025
		(Unaudited)						​
ASSETS:				​				​
Current assets:				​				​
Cash and cash equivalents		$	119.2			$	67.5
Accounts receivable, net			176.2				139.6
Inventories			153.1				174.6
Prepaid expenses and other current assets			12.7				14.8
Total current assets			461.2				396.5
				​				​
Property, plant and equipment, net			17.6				18.5
Operating lease right-of-use assets			84.6				91.8
Deferred income taxes			7.2				7.4
Goodwill and intangible assets			61.9				64.3
Other assets			2.2				2.3
Total assets		$	634.7			$	580.8
				​				​
LIABILITIES AND SHAREHOLDERS’ EQUITY:				​				​
Current liabilities:				​				​
Accounts payable		$	115.1			$	108.7
Accrued expenses and other current liabilities			65.7				53.7
Operating lease liabilities			14.2				16.1
Total current liabilities			195.0				178.5
Operating lease liabilities			80.4				87.5
Other liabilities			1.0				1.6
Total liabilities			276.4				267.6
				​				​
Commitments and contingencies				​				​
				​				​
Shareholders’ equity:				​				​
Preferred stock, par value $0.01 per share, authorized 25 million shares; issued none			0.0				0.0
Common stock, par value $0.01 per share, authorized 150 million shares; issued 39,314,039 and 39,248,275 shares; outstanding 38,199,823 and 38,198,641 shares			0.4				0.4
Additional paid-in capital			215.6				212.8
Treasury stock at cost - 1,114,216 and 1,049,634 shares			(24.9	)			(22.1	)
Retained earnings			166.1				120.3
Accumulated other comprehensive income			1.1				1.8
Total shareholders’ equity			358.3				313.2
Total liabilities and shareholders’ equity		$	634.7			$	580.8

See Notes to Condensed Consolidated Financial Statements.

4

Table of Contents

Global Industrial Company

Condensed Consolidated Statements of Operations (Unaudited)

(In millions, except per share amounts)

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2026				2025				2026				2025
Net sales		$	389.5			$	353.6			$	1,126.5			$	1,033.5
Cost of sales			250.6				227.6				710.3				662.4
Gross profit			138.9				126.0				416.2				371.1
Selling, general & administrative expenses			106.2				99.7				313.6				293.1
Operating income from continuing operations			32.7				26.3				102.6				78.0
Interest and other (income) expense, net			(0.4	)			0.2				(1.5	)			0.0
Income from continuing operations before income taxes			33.1				26.1				104.1				78.0
Provision for income taxes			8.6				7.3				27.2				20.6
Net income from continuing operations			24.5				18.8				76.9				57.4
Net income from discontinued operations, net of tax			0.1				0.0				1.4				0.1
Net income		$	24.6			$	18.8			$	78.3			$	57.5
				​				​				​				​
Net income per common share from continuing operations:				​				​				​				​
Basic		$	0.64			$	0.48			$	2.00			$	1.48
Diluted		$	0.64			$	0.48			$	2.00			$	1.48
Net income per common share from discontinued operations:				​				​				​				​
Basic		$	0.00			$	0.00			$	0.04			$	0.00
Diluted		$	0.00			$	0.00			$	0.04			$	0.00
Net income per common share:				​				​				​				​
Basic		$	0.64			$	0.48			$	2.04			$	1.48
Diluted		$	0.64			$	0.48			$	2.04			$	1.48
				​				​				​				​
Weighted average common and common equivalent shares:				​				​				​				​
Basic			38.2				38.4				38.2				38.4
Diluted			38.2				38.5				38.2				38.4
				​				​				​				​
Dividends declared		$	0.28			$	0.26			$	0.84			$	0.78

See Notes to Condensed Consolidated Financial Statements.

5

Table of Contents

Global Industrial Company

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

(In millions)

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2026				2025				2026				2025
Net income		$	24.6			$	18.8			$	78.3			$	57.5
Other comprehensive income:				​				​				​				​
Foreign currency translation adjustments			0.0				(0.4	)			(0.7	)			0.3
Total comprehensive income		$	24.6			$	18.4			$	77.6			$	57.8

See Notes to Condensed Consolidated Financial Statements.

6

Table of Contents

Global Industrial Company

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In millions)

		Nine Months Ended
		September 30,
		2026				2025
Cash flows from operating activities:				​				​
Net income from continuing operations		$	76.9			$	57.4
Adjustments to reconcile net income from continuing operations to net cash provided by (used in) operating activities:				​				​
Depreciation and amortization			5.9				5.8
Provision for credit losses			2.3				0.7
Stock-based compensation			4.9				5.9
Provision for deferred taxes			0.1				0.0
Changes in operating assets and liabilities:				​				​
Accounts receivable			(39.5	)			(21.9	)
Inventories			21.1				(6.6	)
Prepaid expenses and other assets			1.5				(0.4	)
Income taxes payable			3.2				3.2
Accounts payable			7.4				5.1
Accrued expenses, other current liabilities and other liabilities			6.7				8.5
Net cash provided by operating activities from continuing operations			90.5				57.7
Net cash provided by operating activities from discontinued operations			1.6				0.1
Net cash provided by operating activities			92.1				57.8
				​				​
Cash flows from investing activities:				​				​
Purchases of property, plant and equipment			(2.7	)			(2.3	)
Acquisition			0.0				(4.0	)
Net cash used in investing activities			(2.7	)			(6.3	)
				​				​
Cash flows from financing activities:				​				​
Dividends paid			(32.3	)			(30.2	)
Proceeds from issuance of common stock			1.0				2.2
Payment of payroll taxes on stock-based compensation through shares withheld			(2.4	)			(2.2	)
Proceeds from the issuance of common stock from employee stock purchase plan			1.8				1.5
Purchase of treasury shares			(5.6	)			0.0
Net cash used in financing activities			(37.5	)			(28.7	)
				​				​
Effects of exchange rates on cash			(0.2	)			(0.2	)
				​				​
Net increase in cash			51.7				22.6
Cash and cash equivalents – beginning of period			67.5				44.6
Cash and cash equivalents – end of period		$	119.2			$	67.2
				​				​
Supplemental disclosures of non-cash investing and financing activities:				​				​
Right-of-use assets obtained in exchange for lease obligations:				​				​
Operating leases		$	5.8			$	41.1

See Notes to Condensed Consolidated Financial Statements.

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Global Industrial Company

Condensed Consolidated Statement of Shareholders’ Equity (Unaudited)

(In millions, except share data in thousands)

		Common Stock										​				​				​				​				​
				​				​				​				​				​		Accumulated						​
		Number of						​		Additional						​				​		Other						​
		Shares						​		Paid-in				Treasury				Retained				Comprehensive				Total
		Outstanding				Amount				Capital				Stock				Earnings				Income				Equity
Balances, January 1, 2026			38,199			$	0.4			$	212.8			$	(22.1	)		$	120.3			$	1.8			$	313.2
Stock-based compensation expense				​				​			1.4					​				​				​			1.4
Issuance of restricted stock			59					​			(1.3	)			1.3					​				​			0.0
Stock withheld for employee taxes			(27	)				​			(0.3	)			(0.6	)				​				​			(0.9	)
Proceeds from issuance of common stock			16					​			0.1				0.3					​				​			0.4
Issuance of shares under employee stock purchase plan			35					​			0.9					​				​				​			0.9
Dividends				​				​				​				​			(10.8	)				​			(10.8	)
Purchase of treasury shares			(21	)				​				​			(0.6	)				​				​			(0.6	)
Change in cumulative translation adjustment				​				​				​				​				​			(0.3	)			(0.3	)
Net income				​				​				​				​			16.6					​			16.6
Balances, March 31, 2026			38,261			$	0.4			$	213.6			$	(21.7	)		$	126.1			$	1.5			$	319.9
Stock-based compensation expense				​				​			1.7					​				​				​			1.7
Issuance of restricted stock			8					​			(0.2	)			0.2					​				​			0.0
Stock withheld for employee taxes			(1	)				​			0.0				0.0					​				​			0.0
Dividends				​				​				​				​			(10.9	)				​			(10.9	)
Purchase of treasury shares			(160	)				​				​			(4.7	)				​				​			(4.7	)
Change in cumulative translation adjustment				​				​				​				​				​			(0.4	)			(0.4	)
Net income				​				​				​				​			37.1					​			37.1
Balances, June 30, 2026			38,108			$	0.4			$	215.1			$	(26.2	)		$	152.3			$	1.1			$	342.7
Stock-based compensation expense				​				​			1.8					​				​				​			1.8
Issuance of restricted stock			66					​			(1.4	)			1.4					​				​			0.0
Stock withheld for employee taxes			(38	)				​			(0.7	)			(0.8	)				​				​			(1.5	)
Proceeds from issuance of common stock			33					​			(0.1	)			0.7					​				​			0.6
Issuance of shares under employee stock purchase plan			31					​			0.9					​				​				​			0.9
Dividends				​				​				​				​			(10.8	)				​			(10.8	)
Purchase of treasury shares								​				​								​				​			0.0
Change in cumulative translation adjustment				​				​				​				​				​			0.0				0.0
Net income				​				​				​				​			24.6					​			24.6
Balances, September 30, 2026			38,200			$	0.4			$	215.6			$	(24.9	)		$	166.1			$	1.1			$	358.3

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		Common Stock										​				​				​				​				​
				​				​				​				​				​		Accumulated						​
		Number of						​		Additional						​				​		Other						​
		Shares						​		Paid-in				Treasury				Retained				Comprehensive				Total
		Outstanding				Amount				Capital				Stock				Earnings				Income				Equity
Balances, January 1, 2025			38,230			$	0.4			$	207.5			$	(16.8	)		$	88.6			$	1.4			$	281.1
Stock-based compensation expense				​				​			1.8					​				​				​			1.8
Issuance of restricted stock			70					​			(1.2	)			1.2					​				​			0.0
Stock withheld for employee taxes			(28	)				​			(0.2	)			(0.5	)				​				​			(0.7	)
Proceeds from issuance of common stock			50					​			0.3				0.9					​				​			1.2
Issuance of shares under employee stock purchase plan			39					​			0.8					​				​				​			0.8
Dividends				​				​				​				​			(10.1	)				​			(10.1	)
Change in cumulative translation adjustment				​				​				​				​				​			0.2				0.2
Net income				​				​				​				​			13.6					​			13.6
Balances, March 31, 2025			38,361			$	0.4			$	209.0			$	(15.2	)		$	92.1			$	1.6			$	287.9
Stock-based compensation expense				​				​			1.9					​				​				​			1.9
Issuance of restricted stock			14					​			(0.3	)			0.3					​				​			0.0
Stock withheld for employee taxes			(2	)				​			0.0				(0.1	)				​				​			(0.1	)
Dividends				​				​				​				​			(10.1	)				​			(10.1	)
Change in cumulative translation adjustment				​				​				​				​				​			0.5				0.5
Net income				​				​				​				​			25.1					​			25.1
Balances, June 30, 2025			38,373			$	0.4			$	210.6			$	(15.0	)		$	107.1			$	2.1			$	305.2
Stock-based compensation expense				​				​			2.2					​				​				​			2.2
Issuance of restricted stock			81					​			(1.4	)			1.4					​				​			0.0
Stock withheld for employee taxes			(40	)				​			(0.7	)			(0.7	)				​				​			(1.4	)
Proceeds from issuance of common stock			49					​			0.1				0.9					​				​			1.0
Issuance of shares under employee stock purchase plan			31					​			0.7					​				​				​			0.7
Dividends				​				​				​				​			(10.1	)				​			(10.1	)
Change in cumulative translation adjustment				​				​				​				​				​			(0.4	)			(0.4	)
Net income				​				​				​				​			18.8					​			18.8
Balances, September 30, 2025			38,494			$	0.4			$	211.5			$	(13.4	)		$	115.8			$	1.7			$	316.0

See Notes to Condensed Consolidated Financial Statements.

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Global Industrial Company

Notes to Condensed Consolidated Financial Statements (Unaudited)

1. Basis of Presentation

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

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

The Company's discontinued operations include its former North American Technology Group which was sold in December 2015. As previously disclosed, in March 2026 the Company's discontinued operations received a refund of prior years alternative minimum taxes paid of approximately $1.8 million which was partially offset by the settlement of certain liabilities and additional exit cost reserves recorded in the third quarter of 2026.

In the opinion of management, the accompanying condensed consolidated financial statements contain all normal and recurring adjustments necessary to present fairly the financial position of the Company as of  September 30, 2026 and the results of operations for the three and nine month periods ended  September 30, 2026 and 2025, statements of comprehensive income for the three and nine month periods ended  September 30, 2026 and 2025, cash flows for the nine month periods ended  September 30, 2026 and 2025 and changes in shareholders’ equity for the three and nine month periods ended  September 30, 2026 and 2025.  The  December 31, 2025 Condensed Consolidated Balance Sheet has been derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended  December 31, 2025.

These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements as of  December 31, 2025 and for the year then ended included in the Company’s Annual Report on Form 10-K for the fiscal year ended  December 31, 2025.  The results for the nine month period ended  September 30, 2026 are not necessarily indicative of the results for the entire year.

Global Industrial Company manages its business and reports using a 52-53 week fiscal year that ends at midnight on the Saturday closest to December 31.  For clarity of presentation herein, fiscal years and quarters are referred to as if they ended on the traditional calendar month.  The actual fiscal third quarters ended on October 3, 2026 and September 27, 2025, respectively.  The third quarters of both 2026 and 2025 included 13 weeks and the first nine months of both 2026 and 2025 included 39 weeks.

Recent Accounting Pronouncements

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

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

2. Acquisition

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 the settlement of potential obligations. This acquisition broadened the Company's value-added offerings in certain key equipment categories.

The Company prepared a purchase price fair value allocation of the assets acquired and the liabilities assumed in the acquisition. The fair value allocation has been finalized. Total net identifiable assets acquired totaled $3.3 million, including $0.7 million in customer lists, and total goodwill acquired was $1.0 million. As of  September 30, 2026, $0.1 million remains held in escrow for the settlement of potential obligations. The accounts acquired are included in the condensed consolidated financial statements from the date of acquisition. For the three and nine months ended September 30, 2026 and 2025, revenues and net income generated from the acquisition were immaterial.

The amounts allocated to goodwill reflects the benefits the Company expects to realize from the growth of the acquisition's operations.

3. Goodwill and Intangibles

The following table provides information related to the goodwill and intangible assets as of  September 30, 2026 and  December 31, 2025 (in millions):

		September 30,				December 31,
		2026				2025
Goodwill		$	40.6			$	40.6
Definite-lived intangibles			21.3				23.0
Indefinite-lived intangibles			0.0				0.7
Balance		$	61.9			$	64.3

During the third quarter of 2026, the Company reclassified $0.7 million of indefinite-lived intangible assets to definite-lived intangible assets. The following table summarizes information related to the Company's definite-lived intangible assets as of  September 30, 2026 (in millions):

		Amortization			Gross						​				​		Weighted
		Period			Carrying				Accumulated				Net Book				Average
		(Years)			Amount				Amortization				Value				Useful Life
Client lists		10			$	26.8			$	10.2			$	16.6			$	6.7
Trademarks		10				6.2				2.1				4.1				6.6
Domain name		1.5				0.7				0.1				0.6				1.3
Total			​		$	33.7			$	12.4			$	21.3			$	6.5

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

		Amortization			Gross						​				​		Weighted
		Period			Carrying				Accumulated				Net Book				Average
		(Years)			Amount				Amortization				Value				Useful Life
Client lists		10			$	26.8			$	8.4			$	18.4			$	7.4
Trademarks		10				6.2				1.6				4.6				7.4
Total			​		$	33.0			$	10.0			$	23.0			$	7.4

In the third quarter of 2026 and the nine months ended September 30, 2026, the Company recorded $0.8 million and $2.4 million, respectively, of intangible amortization expense, primarily related to the May 2023 acquisition of Indoff. The estimated amortization for future years ending December 31 is as follows (in millions):

2026 remainder		$	0.9
2027			3.6
2028			3.1
2029			3.1
2030			3.1
Thereafter			7.5
Total		$	21.3

4. Revenue

Disaggregation of Revenues

The Company believes its presentation of revenue by geography most reasonably depicts how the nature, amount, timing and uncertainty of the Company's revenue and cash flows are affected by economic and industry factors, including fluctuations in exchange rates between the U.S. and Canada. The following table presents the Company's revenue from continuing operations by geography for the three and nine months ended September 30, 2026 and 2025, respectively (in millions):

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2026				2025				2026				2025
Net sales:				​				​				​				​
United States		$	366.2			$	335.1			$	1,058.6			$	981.3
Canada			23.3				18.5				67.9				52.2
Consolidated		$	389.5			$	353.6			$	1,126.5			$	1,033.5

The Company will record a contract liability in cases where customers pay in advance of the Company's satisfaction of its performance obligation which typically occurs within a year of receipt. The Company had approximately $3.7 million and $3.0 million of contract liabilities as of  September 30, 2026 and  December 31, 2025, respectively.

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5. Credit Losses

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

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

The following is a rollforward of the allowances for credit losses related to trade accounts receivable for the nine months ended September 30, 2026 (in millions):

		September 30, 2026
Balance at beginning of period		$	2.3
Current period provision			2.3
Write-offs - trade accounts receivable			(1.4	)
Balance at end of period		$	3.2

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

​	​	December 31, 2025		​
Balance at beginning of period	​	$	2.8	​
Current period provision	​	​	0.9	​
Write-offs - trade accounts receivable	​	​	(1.4	)
Balance at end of period	​	$	2.3	​

6. Leases

The Company has operating and finance leases for office and warehouse facilities, headquarters, call centers, machinery and certain computer and communications equipment which provide the right to use the underlying assets in exchange for agreed upon lease payments, determined by the payment schedule contained in each lease. The Company’s lease portfolio consists primarily of operating leases which expire at various dates through 2034. In the second quarter of 2026, the Company recorded an ROU asset and related lease liability of approximately $5.8 million related to an existing office lease extension of five years.

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The Company's operating lease costs, included in continuing operations, was $5.1 million and $5.0 million for the three months ended  September 30, 2026 and 2025, respectively, and for the nine months ended September 30, 2026 and 2025, operating lease costs, included in continuing operations was $15.2 million and $14.3 million, respectively. The Company has sublease agreements for unused facilities, as well as excess space in facilities we are currently occupying, which expire at various dates through 2028. Total sublease income of $0.4 million was recorded for each of the three months ended  September 30, 2026 and 2025, respectively, and $1.3 million was recorded for each of the nine months ended September 30, 2026 and 2025, respectively.

Information relating to operating and finance leases for continuing and discontinued operations as of  September 30, 2026 and  December 31, 2025:

		Nine Months Ended				Year Ended
		September 30,				December 31,
		2026				2025
Weighted Average Remaining Lease Term				​				​
Operating and finance leases (years)			5.6				6.2
				​				​
Weighted Average Discount Rate				​				​
Operating and finance leases			5.6	%			5.5	%
				​				​
ROU assets obtained in exchange for operating and finance lease obligations (in millions)		$	5.8			$	32.9

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

Year Ending December 31		Operating Leases
2026 (adjusted for nine months of payments)		$	3.5
2027		20.7
2028		20.1
2029		19.0
2030			17.0
2031			17.5
Thereafter			13.9
Total lease payments			111.7
Less: interest			(17.1	)
Total present value of lease liabilities		$	94.6

7. Net Income (Loss) per Common Share

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

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The following table presents the computation of basic and diluted net income per share under the two-class method for the three and nine months ended September 30, 2026 and 2025 (in millions, except for per share amounts):

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2026				2025				2026				2025
Net income from continuing operations		$	24.5			$	18.8			$	76.9			$	57.4
Less: Distributed net income available to participating securities			(0.1	)			(0.1	)			(0.2	)			(0.4	)
Less: Undistributed net income available to participating securities			(0.1	)			(0.1	)			(0.4	)			(0.3	)
Numerator for basic net income per share:				​				​				​				​
Undistributed and distributed net income available to common shareholders		$	24.3			$	18.6			$	76.3			$	56.7
Add: Undistributed net income allocated to participating securities			0.1				0.1				0.4				0.3
Less: Undistributed net income reallocated to participating securities			(0.1	)			(0.1	)			(0.4	)			(0.3	)
				​				​				​				​
Numerator for diluted net income per share:				​				​				​				​
Undistributed and distributed net income available to common shareholders		$	24.3			$	18.6			$	76.3			$	56.7
Denominator:				​				​				​				​
Weighted average shares outstanding for basic net income per share			38.2				38.4				38.2				38.4
Effect of dilutive securities			0.0				0.1				0.0				0.0
Weighted average shares outstanding for diluted net income per share			38.2				38.5				38.2				38.4
Net income per share from continuing operations:				​				​				​				​
Basic		$	0.64			$	0.48			$	2.00			$	1.48
Diluted		$	0.64			$	0.48			$	2.00			$	1.48
				​				​				​				​
Net income from discontinued operations		$	0.1			$	0.0			$	1.4			$	0.1
				​				​				​				​
Net income per share from discontinued operations:				​				​				​				​
Basic		$	0.00			$	0.00			$	0.04			$	0.00
Diluted		$	0.00			$	0.00			$	0.04			$	0.00
				​				​				​				​
Net income per share:				​				​				​				​
Basic		$	0.64			$	0.48			$	2.04			$	1.48
Diluted		$	0.64			$	0.48			$	2.04			$	1.48
				​				​				​				​
Potentially dilutive securities			0.3				0.1				0.3				0.2

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

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8. Credit Facilities

The Company maintains a $125.0 million secured revolving credit facility with one financial institution. On June 30, 2026, the Company extended this facility for an additional five-year term, maturing on June 30, 2031 and provides for borrowings in the United States. The credit agreement contains certain operating, financial and other covenants, including limits on annual levels of capital expenditures, availability tests related to payments of dividends and stock repurchases and fixed charge coverage tests related to acquisitions.  The revolving credit agreement requires that a minimum level of availability be maintained. If such availability is not maintained, the Company will be required to maintain a fixed charge coverage ratio (as defined). The borrowings under the agreement are subject to borrowing base limitations of up to 85% of eligible accounts receivable and the inventory advance rate computed as the lesser of 65% or 85% of the net orderly liquidation value (“NOLV”). Borrowings are secured by substantially all of the Borrower’s assets, as defined, including all accounts, accounts receivable, inventory and certain other assets, subject to limited exceptions, including the exclusion of certain foreign assets from the collateral. The interest rate under the amended and restated facility is computed at applicable market rates based on the Secured Overnight Financing Rate (“SOFR”), the Federal Reserve Bank of New York (“NYFRB”) or the Prime Rate, plus an applicable margin. The applicable margin varies based on borrowing base availability. As of  September 30, 2026, eligible collateral under the credit agreement was $125.0 million, total availability was approximately $121.4 million, total outstanding letters of credit was $1.6 million, and total excess availability was $119.8 million. The Company was in compliance with all of the covenants of the credit agreement as of  September 30, 2026.

9. Fair Value Measurements

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

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

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

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

Financial instruments consist primarily of investments in cash, trade accounts receivable and accounts payable. The Company determines the fair value of financial instruments based on interest rates available to the Company. At  September 30, 2026 and  December 31, 2025, the carrying amounts of cash, accounts receivable and accounts payable are considered to be representative of their respective fair values due to their short-term nature. Cash is classified as Level 1 within the fair value hierarchy.  

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

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

10. Segment Reporting

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

The following table provides a reconciliation of the Company's segment operating income to net income from continuing operations for the three and nine months ended September 30, 2026 and 2025 (in millions):

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2026				2025				2026				2025
Net sales		$	389.5			$	353.6			$	1,126.5			$	1,033.5
Significant segment expenses:				​				​				​				​
Cost of sales			250.6				227.6				710.3				662.4
Net advertising expenses			25.2				23.0				75.3				67.0
Depreciation and amortization			2.0				2.0				5.9				5.8
Other costs			79.0				74.7				232.4				220.3
Operating income			32.7				26.3				102.6				78.0
Reconciliation of segment operating income to net income:				​				​				​				​
Interest and other (income) expenses, net			(0.4	)			0.2				(1.5	)			0.0
Income tax			8.6				7.3				27.2				20.6
Net income from continuing operations		$	24.5			$	18.8			$	76.9			$	57.4

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11. Legal Proceedings

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

Although the Company does not expect, based on currently available information, that the outcome in any of these matters, individually or collectively, will have a material adverse effect on its financial position or results of operations, the ultimate outcome is inherently unpredictable.  Therefore, judgments could be rendered or settlements entered, that could adversely affect the Company’s operating results or cash flows in a particular period.  The Company regularly assesses all of its litigation and threatened litigation as to the probability of ultimately incurring a liability and records its best estimate of the ultimate loss in situations where it assesses the likelihood of loss as probable and estimable.  In this regard, the Company establishes accrual estimates for its various lawsuits, claims, investigations and proceedings when it is probable that an asset has been impaired or a liability incurred at the date of the financial statements and the loss can be reasonably estimated. At  September 30, 2026 the Company has established accruals for certain of its various lawsuits, claims, investigations and proceedings based upon estimates of the most likely outcome in a range of loss or the minimum amounts in a range of loss if no amount within a range is a more likely estimate.  The Company does not believe that at  September 30, 2026 any reasonably possible losses in excess of the amounts accrued would be material to the financial statements.

12. Purchases of Equity Securities

In July 2018, the Company's Board of Directors approved a share repurchase authorization of up to two million shares of the Company's common stock. Under 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 the third quarter of 2026, no shares were repurchased.  In the second quarter of 2026, the Company repurchased approximately 160,000 common shares, under the plan, for an average price of $29.18 per share and for the nine months ended September 30, 2026, the Company repurchased 182,000 shares for an average price of $29.26 per share. As of  September 30, 2026, the maximum shares yet to be purchased under the program total approximately 867,000 shares.

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

Forward-Looking Statements and Risk Factors.

This report contains forward-looking statements within the meaning of that term in the Private Securities Litigation Reform Act of 1995 (Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). Additional written or oral forward-looking statements may be made by the Company from time to time in filings with the Securities and Exchange Commission or otherwise. Any such statements that are not historical facts are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are based on management’s estimates, assumptions and projections and are not guarantees of future performance. Forward-looking statements may include, but are not limited to statements regarding: i) projections or estimates of revenue, income or loss, exit costs, cash flow needs and capital expenditures; ii) fluctuations in general economic conditions, including effects of rising inflation and volatility of inflation metrics; iii) future operations, such as risks regarding strategic business initiatives, plans relating to new distribution facilities, plans for utilizing alternative sources of supply in response to government tariff and trade actions and/or due to supply chain disruptions arising from pandemics, war, geopolitical conflicts and plans for new products or services; iv) plans for acquisition or sale of businesses, including expansion or restructuring plans; v) financing needs, and compliance with financial covenants in loan agreements; vi) assessments of materiality; vii) predictions of future events and the effects of pending and possible litigation; and viii) assumptions relating to the foregoing. In addition, when used in this report, the words “anticipates,” “believes,” “estimates,” “expects,” “intends,” and “plans” and variations thereof and similar expressions are intended to identify forward-looking statements.

Forward-looking statements in this report are based on the Company’s beliefs and expectations as of the date of this report and are subject to risks and uncertainties which may have a significant impact on the Company’s business, operating results or financial condition. Investors are cautioned that these forward-looking statements are inherently uncertain and undue reliance should not be placed on them. We undertake no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unexpected events.

Other factors that may affect our future results of operations and financial condition include, but are not limited to, unanticipated developments in any one or more of the following areas, as well as other factors which may be detailed from time to time in our Securities and Exchange Commission filings:

• general economic conditions, such as customer inventory levels, consumer prices and inflation, interest rates, borrowing ability and economic conditions in the manufacturing and/or distribution industries generally, as well as government spending levels will continue to impact our business;

• global, political, economic and market conditions, including the impact of natural disasters, military actions, wars, international shipping disruptions, cyber-attacks, terrorism and global pandemics or other health crises;

• delays in the timely availability of products from our suppliers has in the past and could in the future delay receipt of needed product, resulting in delayed or lost sales;

• global supply chains and the timely availability of products, particularly products, or product components used in domestic manufacturing, imported from China and other Asian nations as well as from other countries, have been, and in the future could continue to be adversely affected by allocation restrictions of difficult to source products by our vendors;

• we are exposed to market risks from changes in tariff rates and import shipping costs particularly on goods from China and other Asia-based suppliers. These dynamic market conditions may result in fluctuations in our income and cash flows. Recently enacted tariffs on imports and exports with respect to a number of countries in our supply chain and/or customer markets, have increased and may continue to increase our procurement costs, the impact of which will increase pressure on our margins as we sell through lower cost inventory. The imposition of tariffs and other trade barriers, as well as reciprocal trade measures, have caused us to raise the prices on certain of our products and to seek alternate sources of supply. Pricing actions we have taken and may continue to take to mitigate these increased procurement costs could have a material adverse impact on our income, cash flows and overall financial results;

• our use of alternate sources of supply, such as utilizing new vendors in additional countries, entails various risks, such as identifying, vetting and managing new business relationships, reliance on new vendors and maintaining quality control over their products, and protecting our intellectual property rights;

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• increases in freight and shipping costs, including fuel costs and other accessorial costs, could affect our margins to the extent the increases cannot be passed along to customers, as has occurred in the past;

• extreme weather conditions have delayed or disrupted global product supply chains and have affected our ability to timely receive and ship products, which have and could adversely impact sales;

• other critical factors affecting the shipping and distribution of products imported to the United States by us or our domestic vendors, such as a global shortage in availability of shipping containers, shipping port congestion, and pandemic related labor shortages, have in the past and could in the future adversely affect the timely availability of products, resulting in delayed or lost sales, as well as adversely affecting our margins;

• our reliance on common carrier delivery services for shipping merchandise to customers;

• our reliance on drop ship deliveries directly to customers by our product vendors for products we do not hold in inventory;

• our ability to maintain available capacity in our distribution operations for stocked inventory and to enable on time shipment and deliveries, such as by timely implementing additional temporary or permanent distribution resources, whether in the form of additional facilities we operate or by outsourcing certain functions to third-party distribution and logistics partners;

• we compete with other companies for recruiting, training, integrating and retaining talented and experienced employees, particularly in markets where we and they have central distribution facilities; and this aspect of competition is aggravated by the current tight labor market in the U.S. for such jobs;

• our ability to realize the expected benefits from 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;

• the maintenance, repair and operation ("MRO") and industrial equipment industry are consolidating as customers are increasingly aware of the total costs of fulfillment and the need to have consistent sources of supply at multiple locations. This consolidation has and will continue to cause the industry to become more competitive as greater economies of scale are achieved by competitors, or as competitors with new lower cost business models are able to operate with lower prices;

• risks involved with e-commerce, including possible loss of business and customer dissatisfaction if outages or other computer-related problems should preclude customer access to our products and services;

• our information systems and other technology platforms supporting our sales, procurement and other operations are critical to our operations and disruptions or delays have occurred and could occur in the future, and if not timely addressed could have a material adverse effect on us;

• a data security breach due to our e-commerce, data storage or other information systems being hacked by those seeking to steal Company, vendor, employee or customer information, or due to employee error, resulting in disruption to our operations, litigation and/or loss of reputation or business;

• our ability to remediate material weaknesses in our internal controls over financial reporting and the identification of additional material weaknesses in the future or other failure to maintain an effective system of internal controls;

• managing various inventory risks, such as being unable to profitably resell excess or obsolete inventory and/or the loss of product return rights from our vendors;

• meeting credit card industry compliance standards in order to maintain our ability to accept credit cards;

• rising interest rates, increased borrowing costs or limited credit availability, could impact both our and our customers’ ability to fund purchases and conduct operations in the ordinary course;

• quarantines, factory slowdowns or shutdowns, border closings and travel restrictions resulting from pandemics have in the past and could in the future adversely affect the timely availability of products, resulting in delayed or lost sales;

• pending or threatened litigation and investigations, and other government actions, such as anti-dumping, unclaimed property, or trade and customs actions by U.S. or foreign governmental authorities, have occurred in the past and although had no material impact to our business, there can be no assurance that such events would not have such impact on our business and results of operation.

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Should one or more of the risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results or outcomes may vary materially from those described herein.  Statements in this report, particularly in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Notes to Condensed Consolidated Financial Statements, as well as information under the heading “Risk Factors” in our Annual Report on Form 10-K for fiscal year 2025, describe certain factors, among others, that could contribute to or cause such differences.

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.

Continuing Operations

The Company specializes in providing maintenance, repair and operations (“MRO”) solutions to businesses ranging from small to enterprise, and to the public sector. 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. 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^TM, GlobalIndustrial.com^TM, Nexel^TM, Paramount^TM , Interion^TM and Absocold^TM

See Note 4, Revenue, of Notes to the Condensed Consolidated Financial Statements for financial information about our business' geographic operations.

On February 20, 2026, the U.S. Supreme Court held in Learning Resources, Inc. v. Trump that the International Emergency Economic Powers Act of 1977 (“IEEPA”) does not authorize tariffs. The Court’s decision invalidated the Trump Administration’s IEEPA-based tariff program permanently and in its entirety. During the third quarter of 2026, the Company recognized a benefit of approximately $2.0 million to cost of sales related to the $26.2 million previously received IEEPA tariff refunds. For the nine months ended September 30, 2026, approximately $23.1 million of this refund was recorded as a benefit to cost of sales, $1.1 million was recorded to interest income and $2.0 million remains in inventory for products that have not yet sold through. The Company expects that the amount remaining in inventory will sell through  during the remainder of 2026 and into 2027.

Discontinued Operations

The Company's discontinued operations include its former North American Technology Group which was sold in December 2015. As previously disclosed, in March 2026 the Company's discontinued operations received a refund of prior years alternative minimum taxes paid of approximately $1.8 million which was partially offset by the settlement of certain liabilities and additional exit cost reserves recorded in the third quarter of 2026.

Operating Conditions

The market for the sale of industrial products in North America is highly fragmented and is characterized by multiple distribution channels. 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 supplement our on-hand product availability by maintaining relationships with major distributors and manufacturers, utilizing a combination of stock and drop-shipment fulfillment.

The largest component of our operating expenses historically has been employee-related costs, which includes items such as wages, commissions, bonuses, employee benefits and equity-based compensation, as well as marketing expenses, primarily comprised of digital marketing spend, and occupancy related charges associated with our leased distribution and call center facilities. We continually assess our operations to ensure that they are efficient, aligned with market conditions and responsive to customer needs.

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The discussion of our results of operations and financial condition that follows will provide information that will assist in understanding our financial statements, the factors that we believe may affect our future results and financial condition as well as information about how certain accounting policies and estimates affect the consolidated financial statements.  This discussion should be read in conjunction with the condensed consolidated financial statements included herein and in conjunction with the audited financial statements as of December 31, 2025 and the other information provided in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Business Outlook

The Company delivered another strong quarter, with sustained sales momentum, improved profitability and continued progress executing our go-to-market strategy.  In the third quarter net sales improved 10.2%, with average daily sales growth of 8.5% and was led by our largest strategic accounts. Our Canadian business delivered another strong quarter of sales up 25.9%, 28.3% in local currency. Gross profit in the quarter included 60 basis points of benefit from the recognition of previously received IEEPA tariff refunds, which was partially offset by increased transportation costs, as well as product and channel mix. Selling, general and administrative spend for the quarter improved 90 basis points compared to the same period last year.

We continue to closely monitor the broader macroeconomic and geopolitical environment, including the ongoing Middle East conflict and their impact on transportation and manufacturing costs, as well as the evolving tariff landscape and Section 301 tariffs, and other sources of volatility. Our goal is to continue to mitigate these disruptions to our business and our customers and we believe we are well-positioned to do so as we continue to proactively manage price and other factors within our control - executing on our strategy and building on the progress we have made. 

Critical Accounting Policies and Estimates

Our significant accounting policies are described in Note 1, Basis of Presentation, of Notes to the Consolidated Financial Statements included in Item 15 of the Company’s 2025 Annual Report on Form 10-K. Certain accounting policies require the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty, and as a result, actual results could differ materially from those estimates. These judgments are based on historical experience, observation of trends in the industry, information provided by customers, forecasts of future economic conditions and information available from other outside sources, as appropriate. Management has identified revenue recognition, inventory valuation and valuation of intangible assets acquired through a business combination as policies that entail significant judgments or estimates. Management believes that full consideration has been given to all relevant circumstances that we may be subject to, and the consolidated financial statements of the Company accurately reflect management's best estimate of the consolidated results of operations, financial position and cash flows of the Company for the years presented.

There were no material changes in the Company’s significant accounting policies during the third quarter ended September 30, 2026.

Public companies in the United States are subject to the accounting and reporting requirements of various authorities, including the Financial Accounting Standards Board (“FASB”) and the Securities and Exchange Commission (“SEC”).  These authorities issue numerous pronouncements, most of which are not applicable to the Company’s current or reasonably foreseeable operating structure. See Note 1, Basis of Presentation, of Notes to Condensed Consolidated Financial Statements, Recent Accounting Pronouncements. 

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Highlights from Q3 2026 and Year to Date Q3 2026 compared to Q3 2025 and Year to Date Q3 2025

The discussion of our results of operations and financial condition that follows will provide information that will assist in understanding our financial statements and information about how certain accounting principles and estimates affect the condensed consolidated financial statements included herein.

Third Quarter 2026 Financial Summary:

• Consolidated sales increased 10.2% to $389.5 million compared to $353.6 million last year and average daily sales* increased 8.5% compared to prior year.

• Consolidated gross margin increased to 35.7% compared to 35.6% last year. Consolidated gross margin benefited by approximately 60 basis points from tariff refunds. 

• Consolidated operating income from continuing operations increased 24.3% to $32.7 million compared to $26.3 million last year. Consolidated operating income benefited by approximately $2.0 million from tariff refunds.    

• Net income per diluted share from continuing operations increased 33.3% to $0.64 compared to $0.48 last year. Net income per diluted share from continuing operations benefited by approximately $0.04 from tariff refunds. 

Year to Date Q3 2026 Financial Summary:

• Consolidated sales increased 9.0% to $1.13 billion compared to $1.03 billion last year and average daily sales* increased 8.5% compared to prior year.

• Consolidated gross margin increased to 36.9% compared to 35.9% last year. Consolidated gross margin benefited by approximately 200 basis points from tariff refunds. 

• Consolidated operating income from continuing operations increased 31.5% to $102.6 million compared to $78.0 million last year. Consolidated operating income benefited by approximately $23.1 million from tariff refunds.

• Net income per diluted share from continuing operations increased 35.1% to $2.00 compared to $1.48 last year. Net income per diluted share from continuing operations benefited by approximately $0.46 from tariff refunds.

*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. There were 64 selling days in the U.S. in the third quarter of 2026 compared to 63 selling days in the third quarter of 2025 and there were 192 selling days in the U.S. for the nine months ended September 30, 2026 and 191 selling days in the U.S. for the nine months ended September 30, 2025. There were 63 selling days in Canada in the third quarter of 2026 and 62 selling days in the third quarter of 2025, respectively, and there were 189 selling days in Canada for the nine months ended September 30, 2026 and 188 selling days for the nine months ended September 30, 2025.

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Results of Operations

Three and Nine Months Ended September 30, 2026 compared to the Three and Nine Months Ended September 30, 2025

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

	Three Months Ended September 30,						Nine Months Ended September 30,
					%						%
	2026		2025		Change		2026		2025		Change
Net sales of continuing operations:
Consolidated net sales	$389.5		$353.6		10.2%		$1,126.5		$1,033.5		9.0%
Consolidated gross profit	$138.9		$126.0		10.2%		$416.2		$371.1		12.2%
Consolidated gross margin	35.7%		35.6%		0.1%		36.9%		35.9%		1.0%
Consolidated SG&A costs	$106.2		$99.7		6.5%		$313.6		$293.1		7.0%
Consolidated SG&A costs as a % of net sales	27.3%		28.2%		(0.9)%		27.8%		28.4%		(0.6)%
Operating income from continuing operations:
Consolidated operating income	$32.7		$26.3		24.3%		$102.6		$78.0		31.5%
Consolidated operating margin from continuing operations	8.4%		7.4%		1.0%		9.1%		7.5%		1.6%
Effective income tax rate	26.0%		28.0%		(2.0)%		26.1%		26.4%		(0.3)%
Net income from continuing operations	$24.5		$18.8		30.3%		$76.9		$57.4		34.0%
Net income margin from continuing operations	6.3%		5.3%		1.0%		6.8%		5.6%		1.2%
Net income per diluted share from continuing operations	$0.64		$0.48		33.3%		$2.00		$1.48		35.1%
Net income from discontinued operations	$0.1		$0.0		NM		$1.4		$0.1		NM
Net income per diluted share from discontinued operations	$0.00		$0.00		NM		$0.04		$0.00		NM

NM not meaningful

* Global Industrial Company manages its business and reports using a 52-53 week fiscal year that ends at midnight on the Saturday closest to December 31.  For clarity of presentation, fiscal years and quarters are described as if they ended on the last day of the respective calendar month.  The actual fiscal third quarters ended October 3, 2026 and September 27, 2025, respectively.

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

NET SALES

The Company's net sales increased 10.2% to $389.5 million during the quarter ended September 30, 2026 compared to $353.6 million in the same period last year. Net sales growth was led by our largest strategic accounts and our industrial and retail verticals. U.S. sales increased 9.3% for the third quarter compared to the same period in 2025. Our Canadian business continued its strong contribution in the third quarter with increased sales of 25.9%, 28.3% in local currency compared to the same period in 2025. For the nine months ended September 30, 2026 net sales increased 9.0% to $1.13 billion compared to $1.03 billion in the same period last year. Net sales benefited from both price and volume, with growth across strategic accounts and our industrial and retail verticals. U.S. sales increased 7.9% compared to prior year and our Canadian business increased sales by 30.1%, 29.0% in local currency. On an average daily sales basis, consolidated sales grew 8.5% for the quarter and nine months ended September 30, 2026.

There were 64 selling days in the U.S. in the third quarter of 2026 compared to 63 selling days in the third quarter of 2025. There were 192 selling days in the U.S. for the nine months ended September 30, 2026 and 191 selling days for the nine months ended September 30, 2025. There were 63 selling days in Canada in the third quarter of 2026 and 62 selling days in the third quarter of 2025. There were 189 selling days in Canada for the nine months ended September 30, 2026 and 188 selling days in Canada for the nine months ended September 30, 2025. 

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, fuel surcharges related to increasing diesel prices, inventory valuation and obsolescence and other variables, any or all of which may result in fluctuations in gross margin.

Gross margin was 35.7% in the third quarter of 2026 compared to 35.6% in the same period last year. Gross margin in the third quarter of 2026 benefited by approximately 60 basis points from tariff refunds recorded in the quarter. Transportation costs remain elevated with fuel costs up substantially year over year and further increasing substantially in the last two month's of the quarter. Ocean freight costs have also increased due to shipping disruptions, fuel and weather-related impacts. In addition, Canadian tariffs on U.S. sourced products are creating incremental cost pressures in our Canadian business. Gross margin in the year ago quarter benefited from price capture, partially offset by diminishing favorability of pre-tariff inventory valuation flowing through cost of sales. 

For the nine months ended September 30, 2026, gross margin was 36.9% compared to 35.9% in the same period last year, benefiting by approximately 200 basis points from tariff refunds recorded in 2026. Margin performance also reflects the impact of incremental transportation costs, including ocean freight cost increases, as well as product and channel mix.

Management of our margin profile remains a key area of focus for the Company. Performance will continue to reflect the impact of product mix, fluctuations in transportation costs and other inflationary pressures which can create variability from quarter to quarter. Our pricing, sales and merchandising teams remain focused on mitigating the effects of these macroeconomic impacts on our customers. The Company anticipates that there may also be increased margin variability in future periods given the timing dynamics of on-hand inventory, inflationary pressures associated with tariff related cost increases and our efforts to continue to diversify our supply chain and historical seasonality.

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

SG&A costs as a percentage of sales improved by 90 basis points in the third quarter of 2026 as compared to the same period in the prior year. The increase in absolute dollars for the quarter  was primarily due to variable compensation, specifically sales commissions, due to strong sales performance and increased healthcare costs. Cost increases in the quarter included total salary and related costs of approximately $3.9 million, of which approximately $1.9 million related to increased sales commissions, $1.4 million of increased healthcare costs, $1.1 million of increased salary and related costs offset by approximately $1.3 million of adjusted bonus pool. In addition, cost increases in the quarter included net advertising spend of $1.0 million. 

SG&A costs as a percentage of sales improved by 60 basis points for the nine months ended September 30, 2026 as compared to prior year. The increase in absolute dollars for the nine month period was primarily due to variable compensation, specifically sales commissions, due to strong sales performance and increased healthcare costs. Cost increases for the nine months ended September 30, 2026 included total salary and related costs of approximately $10.7 million, of which approximately $4.3 million related to increased sales commissions, $5.1 million of increased salary costs, $2.7 million of increased healthcare costs offset by approximately $2.0 million of adjusted bonus pool. In addition, cost increases of $5.1 million from net advertising spend was incurred for the nine months ended September 30, 2026. 

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OPERATING MARGIN

Operating margin for the three and nine months ended September 30, 2026 increased 100 basis points and 160 basis points, respectively, compared to the same period in 2025 driven by increased sales, increased gross margin due to the tariff refunds recorded in the second and third quarter, strong general and discretionary cost control offset by increased sales commissions due to performance and increased salary and healthcare costs.

INTEREST AND OTHER (INCOME) EXPENSE, NET

Interest and other (income) expense, net from continuing operations was $0.4 million of income compared to $0.2 million of expense for the three months ended September 30, 2026 and 2025, respectively, and $1.5 million income compared to $0.0 million for the nine months ended September 30, 2026 and 2025, respectively. The increase in interest and other income (expense), net for the quarter and nine month period was primarily related to interest earned on higher cash balance resulting from tariff refunds received in 2026. 

INCOME TAXES

For the three month period ended September 30, 2026 and 2025, the Company reported income taxes in continuing operations of approximately $8.6 million and $7.3 million, respectively, related to its U.S., Canada and India operations including tax expense for certain U.S. states. For the nine month period ended September 30, 2026 and 2025, the Company reported income taxes in continuing operations of approximately $27.2 million and $20.6 million, respectively, related to its U.S., Canada and India operations including tax expense for certain U.S. states.

DISCONTINUED OPERATIONS

The Company's discontinued operations include its former North American Technology Group which was sold in December 2015. As previously disclosed, in March 2026 the Company's discontinued operations received a refund of prior years alternative minimum taxes paid of approximately $1.8 million which was partially offset by the settlement of certain liabilities and additional exit cost reserves recorded in the third quarter of 2026.

Financial Condition, Liquidity and Capital Resources

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

Selected liquidity data

		September 30,				December 31,						​
		2026				2025				$ Change
Cash and cash equivalents		$	119.2			$	67.5			$	51.7
Accounts receivable, net		$	176.2			$	139.6			$	36.6
Inventories		$	153.1			$	174.6			$	(21.5	)
Prepaid expenses and other current assets		$	12.7			$	14.8			$	(2.1	)
Accounts payable		$	115.1			$	108.7			$	6.4
Accrued expenses and other current liabilities		$	65.7			$	53.7			$	12.0
Operating lease liabilities		$	14.2			$	16.1			$	(1.9	)
Working capital		$	266.2			$	218.0			$	48.2

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Historical Cash Flows

		Nine Months Ended
		September 30,
		2026				2025
Net cash provided by operating activities from continuing operations		$	90.5			$	57.7
Net cash provided by operating activities from discontinued operations		$	1.6			$	0.1
Net cash used in investing activities from continuing operations		$	(2.7	)		$	(6.3	)
Net cash used in financing activities from continuing operations		$	(37.5	)		$	(28.7	)
Effects of exchange rates on cash		$	(0.2	)		$	(0.2	)
Net increase in cash and cash equivalents		$	51.7			$	22.6

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

Our working capital increased $48.2 million primarily related to increased cash balances, including $10.9 million from tariff refunds received in the third quarter of 2026, increased accounts receivable balances, offset by increased accrued expenses and other current liabilities, accounts payable, inventory and prepaid expenses and other current assets balances. Accounts receivable days outstanding were 40.4 in 2026 compared to 39.3 in 2025, inventory turns were 5.6 in 2026 compared to 5.0 in 2025 and accounts payable days outstanding were 43.4 in 2026 compared to 47.5 in 2025.  We expect that future accounts receivable, inventory and accounts payable balances will fluctuate with net sales and the product mix of our net sales.

Operating Activities

Net cash provided by operating activities from continuing operations was $90.5 million in 2026 compared to $57.7 million provided in 2025, attributable to cash generated from net income adjusted by other non-cash items of $90.1 million compared to $69.8 million generated in 2025 primarily due to the higher net income in 2026 . Changes in working capital accounts provided $0.4 million in 2026 compared to $12.1 million used in 2025, primarily the result of the changes in inventory, accounts payable and prepaid expenses and other assets balances offset by changes in accounts receivable and accrued expenses, other current liabilities and other liabilities balances. Net cash provided by operating activities from discontinued operations was $1.6 million and $0.1 million for the nine months ended September 30, 2026 and 2025, respectively.

Investing Activities

Net cash used in investing activities in 2026 totaled $2.7 million primarily used for warehouse machinery and equipment for distribution facilities, motor vehicles, leasehold improvements, computer software, computer hardware and molds. Net cash used in investing activities totaled $6.3 million in 2025 of which $4.0 million was used for the equipment service provider acquisition and $2.3 million was used for warehouse machinery and equipment for distribution facilities, computer equipment upgrades and molds.

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Financing Activities

Net cash used in financing activities totaled $37.5 million in 2026 primarily related to the regular quarterly dividends of $0.28 per common share which totaled approximately $32.3 million and $5.6 million used for the purchase of treasury stock. Offsetting these payments were proceeds of $1.8 million from the issuance of common stock from our employee stock purchase plan and proceeds of $1.0 million from the issuance of common stock from stock option exercises, offset by payments for payroll taxes through shares withheld, which totaled $2.4 million. In 2025, net cash used in financing activities totaled $28.7 million primarily related to the regular quarterly dividends of $0.26 per common share which totaled approximately $30.2 million. Offsetting these payments were proceeds of $2.2 million from the issuance of common stock from stock option exercises, offset by payments for payroll taxes through shares withheld, which totaled $2.2 million, and proceeds of $1.5 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. On June 30, 2026, the Company extended this facility for an additional five-year term, maturing on June 30, 2031. The facility provides for borrowings in the United States. The credit agreement contains certain operating, financial and other covenants, including limits on annual levels of capital expenditures, availability tests related to payments of dividends and stock repurchases and fixed charge coverage tests related to acquisitions.  The revolving credit agreement requires that a minimum level of availability be maintained. If such availability is not maintained, the Company will be required to maintain a fixed charge coverage ratio (as defined). The borrowings under the agreement are subject to borrowing base limitations of up to 85% of eligible accounts receivable and the inventory advance rate computed as the lesser of 65% or 85% of the net orderly liquidation value (“NOLV”). Borrowings are secured by substantially all of the Borrower’s assets, as defined, including all accounts, accounts receivable, inventory and certain other assets, subject to limited exceptions, including the exclusion of certain foreign assets from the collateral. The interest rate under the amended and restated facility is computed at applicable market rates based on the Secured Overnight Financing Rate (“SOFR”), the Federal Reserve Bank of New York (“NYFRB”) or the Prime Rate, plus an applicable margin. The applicable margin varies based on borrowing base availability. As of September 30, 2026, eligible collateral under the credit agreement was $125.0 million, total availability was approximately $121.4 million, total outstanding letters of credit was $1.6 million, and total excess availability was $119.8 million. The Company was in compliance with all of the covenants of the credit agreement as of September 30, 2026.

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

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

The expenses and capital expenditures described above will require significant levels of liquidity, which we believe can be adequately funded from our currently available cash resources and cash flow from operations.  In 2026 we anticipate capital expenditures in the range of $3.0 to $4.0 million, though at this time we are not contractually committed to incur these expenditures. 

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

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We maintain our cash and cash equivalents in money market funds or their equivalents that have maturities of less than three months and in non-interest bearing accounts that partially offset banking fees. As of September 30, 2026, we had no investments with maturities of greater than three months. Accordingly, we do not believe that our cash balances have significant exposure to interest rate risk. At September 30, 2026 cash balances held in foreign subsidiaries totaled approximately $5.7 million. These balances are held in local country banks and are held primarily to support local working capital needs. The Company had over $233 million of liquidity (cash and undrawn line of credit) in the U.S. as of September 30, 2026.

Material Cash Requirements

We are obligated under non-cancelable operating and finance leases for the rental of our facilities and certain of our equipment which expire at various dates through 2034. As of September 30, 2026 we were obligated for approximately $111.7 million under these non-cancelable leases. In 2026 we anticipate remaining cash expenditures of approximately $3.5 million for these operating leases. We have sublease agreements for unused space, as well as excess space in facilities we are currently occupying in the United States and Canada. In the event the sub lessee is unable to fulfill its obligations, we would be responsible for remaining rents due under the leases.

Our purchase and other obligations consist primarily of purchase commitments for certain employment, consulting and service agreements. In addition to the previously mentioned commitments, at September 30, 2026, we had $1.6 million of standby letters of credit outstanding.

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

The translation of the financial statements of our operations outside of the United States is impacted by movements in foreign currency exchange rates.  Changes in currency exchange rates as measured against the U.S. dollar may positively or negatively affect income statement, balance sheet and cash flows as expressed in U.S. dollars.  We may enter into foreign currency options or forward exchange contracts aimed at limiting in part the impact of certain currency fluctuations, but as of September 30, 2026 we had no outstanding option or forward exchange contracts.

Our exposure to market risk for changes in interest rates relates primarily to our variable rate debt.  Our variable rate debt consists of short-term borrowings under our credit facilities.  As of September 30, 2026, we had no outstanding debt under our variable rate credit facility.  A hypothetical change in average interest rates of one percentage point is not expected to have a material effect on our financial position, results of operations or cash flows.

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Item 4. Controls and Procedures 

Evaluation of Disclosure Controls and Procedures 

Under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, the Company carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of September 30, 2026. Based on the evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2026, the Company’s disclosure controls and procedures were not effective due to material weaknesses identified at its subsidiary, Indoff LLC (Indoff), which represents approximately 12% of revenue. The material weaknesses at Indoff relate to the design and operation of certain key Information Technology General Controls (“ITGCs”), specifically related to change management, segregation of duties, and privileged access. These material weaknesses were initially identified during Management’s evaluation and assessment of Indoff’s control environment in the second quarter of 2024.

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

Inherent Limitations of Internal Controls over Financial Reporting 

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

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

Management’s Report on Internal Control Over Financial Reporting 

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, the Company evaluated the effectiveness of the design and operation of its internal control over financial reporting based on the framework established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Upon completing this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2026, the Company’s disclosure controls and procedures were not effective due to material weaknesses identified at its subsidiary, Indoff. The material weaknesses at Indoff relate to the design and operation of certain key ITGCs. Consequently, automated and IT dependent manual business process controls that rely upon information from the IT systems were also deemed ineffective.

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

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Inadequate Information Technology General Controls and Business Process Controls 

Previously Reported Material Weaknesses

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

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

As a result of the identification of the material weaknesses at Indoff, noted above and prior to filing this Quarterly Report, we performed further analysis and completed additional procedures intended to ensure our consolidated financial statements for the quarter ended September 30, 2026 fairly present in all material respects the financial condition, results of operations and cash flows of the Company and have been prepared in accordance with generally accepted accounting principles. Based on these procedures and analysis, and notwithstanding the material weaknesses in our internal control over financial reporting, our management has concluded that our consolidated financial statements and related notes thereto included in this Quarterly Report fairly present in all material respects the financial condition, results of operations and cash flows of the Company and have been prepared in accordance with generally accepted accounting principles. Our Chief Executive Officer and Chief Financial Officer have certified that, based on each such officer’s knowledge, the financial statements, as well as the other financial information included in this Quarterly Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this Quarterly Report. In addition, we have developed a remediation plan for the material weaknesses, which is described below.

Remediation of the Material Weaknesses in Internal Control Over Financial Reporting 

During 2025, the Company's Global Industrial business completed its remediation activities; however, remediation of the material weaknesses at Indoff remains ongoing. During 2026, the Company continued to advance remediation activities relating to certain information technology controls, including controls over change management, segregation of duties, and privileged access. Certain enhanced controls remain subject to completion of design and implementation procedures, remediation of identified operating issues, and testing over a sufficient period of operation.

As part of its ongoing remediation and validation activities, the Company identified additional deficiencies within logical access controls within its ERP system at Indoff and expanded its remediation plan to include a broader redesign of the related security model. The Company is currently working towards completing its remediation efforts during the fourth quarter of 2026, subject to completion of security design, testing, validation, and production deployment activities.

Management believes the remediation actions underway are responsive to the material weaknesses identified at Indoff. However, the Company will not conclude that the material weaknesses have been fully remediated until all applicable controls have been implemented, have operated effectively for a sufficient period of time, and management has completed formal testing demonstrating their operating effectiveness.

Changes in Internal Control Over Financial Reporting 

Other than the ongoing remediation activities described above, there were no changes in the Company’s internal control over financial reporting that occurred during the quarter ending September 30, 2026 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

For a description of the Company's legal proceedings, see Note 11, Legal Proceedings, of Notes to Condensed Consolidated Financial Statements.

Item 1A. Risk Factors

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

There were no material changes to the Company’s risk factors during the third quarter ended September 30, 2026.

Item 5. Other Information

During the three months ended  September 30, 2026, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Global Industrial securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-rule 10b5-1 trading arrangement".

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Item 6. Exhibits

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

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	GLOBAL INDUSTRIAL COMPANY
Date: November 3, 2026	By:	/s/ Anesa Chaibi
		Anesa Chaibi
		President and Chief Executive Officer

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	GLOBAL INDUSTRIAL COMPANY
Date: November 3, 2026	By:	/s/ Thomas Clark
		Thomas Clark
		Senior Vice President and Chief Financial Officer

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