Generac (GNRC) CEO granted options and shares, with tax-share disposals

Rhea-AI Filing Summary

GENERAC HOLDINGS INC. Chief Executive Officer Aaron Jagdfeld reported a mix of equity grants and tax-related share dispositions. He received a stock option award for 14,135 shares and common stock grants of 7,671 and 11,149 shares at no cost, with vesting over three and four years, respectively, subject to continued service. To cover tax obligations, he disposed of 5,241, 2,619, 2,178 and 2,020 common shares at a price of $228.14 per share through tax-withholding transactions rather than open-market sales. Following these transactions, his directly held common stock totaled 584,528 shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Jagdfeld Aaron

(Last) (First) (Middle)

S45 W29290 HWY.59

C/O GENERAC HOLDINGS INC.

(Street)

WAUKESHA WI 53189

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GENERAC HOLDINGS INC. [ GNRC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/01/2026		A		7,671(1)	A	$0	585,437	D
Common Stock	03/01/2026		A		11,149	A	$0	596,586	D
Common Stock	03/01/2026		F		5,241	D	$228.14	591,345	D
Common Stock	03/01/2026		F		2,619	D	$228.14	588,726	D
Common Stock	03/01/2026		F		2,178	D	$228.14	586,548	D
Common Stock	03/01/2026		F		2,020	D	$228.14	584,528	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$228.14	03/01/2026		A		14,135		(2)	03/01/2036	Common Stock	14,135	$0	14,135	D

Explanation of Responses:

1. Subject to continued service through the vesting date, the Restricted Shares shall all vest in equal installments on each of the first three (3) anniversaries of the Date of Grant.

2. Subject to continued service through the vesting date, the Options shall vest in equal installments on each of the first four (4) anniversaries of the Date of Grant.

	/s/ Raj Kanuru, Attorney in Fact	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Generac (GNRC) CEO Aaron Jagdfeld report in this Form 4?

Aaron Jagdfeld reported equity compensation grants and related tax-withholding share dispositions. He received stock options and restricted shares that vest over several years, and some common shares were withheld at $228.14 each to satisfy tax liabilities tied to these awards.

How many stock options were granted to the GNRC CEO in this filing?

The CEO received a grant of 14,135 stock options. These options vest in equal installments on each of the first four anniversaries of the grant date, subject to continued service, providing long-term, performance-linked compensation rather than immediate cash or fully vested shares.

What common stock awards did the Generac CEO receive on the reported date?

He received two common stock grants of 7,671 and 11,149 shares at a price of $0.00 per share. These restricted shares vest in three equal annual installments, conditioned on continued service, aligning a portion of his compensation with future company performance and retention.

Were any of the GNRC CEO’s reported share disposals open-market sales?

The filing shows no open-market sales. All reported disposals, totaling several thousand shares at $228.14 each, are coded as tax-withholding transactions used to pay exercise price or tax liabilities by delivering shares, a common mechanism for handling equity award-related obligations.

How many Generac shares does the CEO own after these Form 4 transactions?

After the reported grants and tax-withholding dispositions, Aaron Jagdfeld directly owns 584,528 shares of Generac common stock. This figure reflects only the directly held shares shown in the filing and excludes the separate 14,135 stock options granted on the same date.

How do the vesting terms affect the GNRC CEO’s new awards?

The restricted shares vest in three equal annual installments, while the stock options vest in four equal annual installments, both requiring continued service. These schedules spread the potential benefit over several years, encouraging long-term alignment between the CEO’s incentives and company performance.