[8-K] GENERAC HOLDINGS INC Reports Material Event

Rhea-AI Filing Summary

On 06/30/2025, Quest Resource Holding Corp. (QRHC) director Sarah Tomolonius reported the acquisition of 1,732 deferred stock units (DSUs) at an indicated price of $2.02 per unit, under the company’s 2024 Incentive Compensation Plan. These DSUs will convert into common shares when the director separates from the company.

After the transaction, Tomolonius beneficially owns 28,196 DSUs—18,027 granted in 2012 and 10,169 granted in 2024—plus 13,926 common shares held outright. Her total economic exposure therefore rises to approximately 42,122 shares. Ownership remains direct and no derivative securities were involved.

The purchase modestly increases insider alignment but is not material relative to QRHC’s overall share count or trading volume. No indication of a Rule 10b5-1 trading plan was disclosed, and no additional executive or strategic information accompanied the filing.

Positive

• Director increased personal stake by 1,732 DSUs, reinforcing alignment with shareholders.
• Total beneficial ownership rises to ~42,000 shares, indicating continued long-term commitment.

Negative

• Immaterial transaction size relative to QRHC’s float limits market impact.
• DSUs convert only upon separation, so there is no immediate open-market purchase signal.

Insights

Financial Analyst

TL;DR: Small insider buy; signals confidence but negligible impact on valuation.

The 1,732-unit DSU grant lifts the director’s stake by roughly 4% to 42k shares, worth under $90k at recent prices. While continued accumulation aligns incentives and can be viewed positively, the size is immaterial versus QRHC’s float and will not affect liquidity, earnings, or governance metrics. No cash outlay or option exercise occurred, so market signalling power is limited. Overall, the filing is informational, with neutral investment impact.

Corporate Governance Expert

TL;DR: Routine equity grant enhances alignment; governance stance unchanged.

The DSUs vest only upon separation, encouraging long-term stewardship. Such grants are typical for non-employee directors and comply with the 2024 Incentive Plan. Because there are no derivatives, pledges, or sales, the action poses no governance red flags. However, its scale is too small to alter board independence or concentration metrics. I therefore classify the disclosure as routine and not impactful to shareholders.

false 0001474735 0001474735 2025-07-01 2025-07-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 

 

Date of Report (Date of earliest event reported): July 1, 2025

 

Generac Holdings Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		001-34627		20-5654756
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

 

S45 W29290 Hwy 59
Waukesha, Wisconsin		53189
(Address of principal executive offices)		(Zip Code)

 

(262) 544-4811

(Registrant’s telephone number, including area code)

 

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, $0.01 par value	GNRC	New York Stock Exchange

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

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. ☐

 

1

 

Item 1.01 Entry into a Material Definitive Agreement

 

Amendment of Term Loan A Credit Facility and Revolving Credit Facility

 

On July 1, 2025, Generac Holdings, Inc. and its wholly owned subsidiaries, Generac Acquisition Corp. and Generac Power Systems, Inc., amended that certain Credit Agreement, dated as of February 9, 2012 (as amended and/or restated, supplemented, or otherwise modified from time to time, the “Credit Agreement” and such amendment, the “Second Amendment”) among a syndicate of lenders and JPMorgan Chase Bank, N.A., acting as administrative agent for the lenders.  Among other things, the Second Amendment:

	●	Amends and replaces the existing term loan A credit facility with a new term loan A credit facility (the “2025 New Term Loan”) that has an aggregate outstanding principal amount of $700 million on the closing date;
	●	Amends and replaces the existing $1,250,000,000 revolving credit facility with a new $1,000,000,000 revolving credit facility (the “2025 New Revolving Facility”);
	●	Establishes a maturity date for both the 2025 New Term Loan and 2025 New Revolving Facility of July 1, 2030; and
	●	Eliminates a credit spread adjustment in the existing term loan A credit facility and in the existing revolving credit facility that was associated with the transition from LIBOR to SOFR as the benchmark rate for the Credit Agreement.
	●	Updates the credit spread pricing grid and establishes an unused line fee pricing grid, both based on Total Leverage Ratio.

 

A copy of the Second Amendment is being filed as Exhibit 10.1 and is incorporated by reference.  The foregoing summary does not purport to be complete and is qualified in its entirety by reference to such exhibit.

 

Item 9.01               Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.		Description
10.1		Second Amendment, dated as of July 1, 2025, to that certain Credit Agreement, dated as of February 9, 2012, as amended and restated as of May 30, 2012, as further amended and restated as of May 31, 2013, as amended by the First Amendment dated as of May 18, 2015, as amended by the Replacement Term Loan Amendment dated as of November 2, 2016, as amended by the 2017 Replacement Term Loan Amendment dated as of May 11, 2017, as amended by the 2017-2 Replacement Term Loan Amendment dated as of December 8, 2017, as amended by the 2018 Replacement Term Loan Amendment dated as of June 8, 2018, as amended by the 2019 Replacement Term Loan Amendment dated as of December 13, 2019, as amended by the Second Amendment dated as of May 27, 2021, as amended and restated by the Third Amendment dated as of June 29, 2022, as amended by the First Amendment dated as of January 31, 2023, and as amended by the 2024 Replacement Term Loan Amendment, among Generac Acquisition Corp., Generac Power Systems, Inc., several lenders, and JPMorgan Chase Bank, N.A., as administrative agent.
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

2

 

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 hereunto duly authorized.

   

	GENERAC HOLDINGS INC.
	/s/ Raj Kanuru
	Name:	Raj Kanuru
Date: July 2, 2025	Title:	EVP, General Counsel & Secretary

 

3

FAQ

How many QRHC shares did Director Sarah Tomolonius acquire on June 30, 2025?

She acquired 1,732 deferred stock units under the 2024 Incentive Compensation Plan.

What is Director Tomolonius’s total ownership in QRHC after the transaction?

She now beneficially owns 28,196 DSUs and 13,926 common shares, totaling about 42,122 shares.

At what price were the QRHC deferred stock units valued?

The Form 4 lists a reference price of $2.02 per unit for the DSU grant.

When will the DSUs convert into QRHC common stock?

All DSUs convert to common shares upon the director’s separation from service with the company.

Did the Form 4 report any derivative securities transactions?

No. No derivative securities were acquired or disposed of in this filing.