EVI

• Total stated consideration is $34,624,778, comprising $22.6M for Transaction A, $4.0M for Transaction B, $0.9M for Transaction C, and $7,124,778 for Transaction D.
• Consideration includes cash and shares of EVI common stock; escrow amounts of $1,716,000, $232,000, and $52,000 are held for at least 12 months post-closing.
• Closings are expected within 30 to 45 days, subject to conditions including simultaneous closing of all transactions and accuracy of representations.
• Termination rights include mutual agreement, non-closing by September 1, 2026, and material covenant non-performance after cure opportunity.

1.01 Entry into a Material Definitive Agreement · 3.02 Unregistered Sales of Equity Securities · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• Operating income was flat at $2.3 million; net income was $0.8 million, down from $1.0 million; adjusted EBITDA rose 11% to $5.6 million (5.5% of revenue).
• For the nine months ended March 31, 2026, revenue increased 16% to a record $324.7 million, gross profit rose 21% to a record $102.2 million (31.5% margin), and adjusted EBITDA increased 12% to a record $20.0 million (6.2% of revenue).
• The company completed the acquisition of Belenky, Inc., an Ohio-based commercial laundry distributor, during the quarter.
• Management noted revenue was adversely affected by severe weather and customer facility delays, but did not provide specific forward guidance.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Gross profit rose 29% to a record $35.5 million, with gross margin at 30.8%.
• Operating income increased 78% to a record $4.2 million; net income rose 110% to $2.4 million.
• Adjusted EBITDA increased 49% to a record $7.7 million, or 6.6% of revenue.
• For the six months ended December 31, 2025, revenue grew 20% to $223.6 million, with net income of $4.2 million.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• At the December 15, 2025 annual meeting, stockholders elected six director nominees, each for a term expiring at the 2026 annual meeting.
• The non-binding advisory vote on named executive officer compensation passed with 8,896,676 votes for, 2,497,336 against, and 919,724 abstentions.
• Stockholders voted, on a non-binding advisory basis, for future advisory votes on executive compensation to be held every three years, with 7,289,432 votes for that frequency.
• The 2025 Equity Incentive Plan is filed as Exhibit 10.1 to the Form 8-K.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 5.07 Submission of Matters to a Vote of Security Holders · 9.01 Financial Statements and Exhibits

• Gross profit rose 17% to a record $33.9 million, with gross margin at a record 31.3%.
• Operating income was $3.6 million, down from $5.0 million in the prior-year quarter.
• Net income was $1.8 million, down from $3.2 million, and adjusted EBITDA was $6.8 million, down from $7.6 million.
• The company declared a $5.0 million special cash dividend of $0.33 per share, paid on October 6, 2025.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Fiscal 2025 revenue increased 10% to a record $390 million; gross profit rose 12% to $118 million (30.4% margin).
• Fourth quarter revenue increased 22% to a record $110 million; net income was $2.1 million, up 1%.
• Completed four acquisitions in fiscal 2025, including the largest in company history (Girbau North America, now Continental Laundry Solutions), expected to add ~$50 million in annual revenue.
• Board declared a special cash dividend of $0.33 per share, payable October 6, 2025, to shareholders of record September 25, 2025.
• Company generated $21.3 million in operating cash flow; net debt increased to $44.1 million as of June 30, 2025, from $8.3 million a year earlier.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Gross profit for the quarter rose 9% to a record $28.1 million, with gross margin at 30.0% versus 30.7% a year ago.
• Net income for the quarter was $1.0 million (1.1% of revenue), up from $0.96 million (1.1%) in the prior-year quarter.
• Adjusted EBITDA for the quarter increased to $5.1 million (5.4% of revenue) from $4.9 million (5.9%) a year earlier.
• On April 1, 2025, EVI completed its largest acquisition, Girbau North America, Inc., expected to significantly increase revenue and operating profit.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The acquisition was announced via press release on April 2, 2025, and reported under Item 8.01 as an other event.
• For the twelve months ended December 31, 2024, GNA generated $75 million in revenue, approximately 9.5% operating income, and a five-year compounded annual revenue growth rate of 11%.
• On a pro forma basis for the same period, GNA would have contributed approximately $50 million in net revenue and $7 million in operating income, representing 14% and 54% increases, respectively.
• On March 28, 2025, EVI amended its Credit Agreement to extend maturity to March 2030, increase revolving commitments by $50 million to $150 million, and increase the accordion feature by $10 million to $50 million.

8.01 Other Events · 9.01 Financial Statements and Exhibits