Form 10-K - Annual report [Section 13 and 15(d), not S-K Item 405]

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)


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

For the fiscal year ended December 31, 2024


☐			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, par value $ .01 per share	GIC	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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, a non-accelerated filer or a 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 (Check one):


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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2024 which is the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $412,267,153. For purposes of this computation, all executive officers and directors of the Registrant and all parties to the Stockholders Agreement dated as of June 15, 1995 have been deemed to be affiliates. Such determination should not be deemed to be an admission that such persons are, in fact, affiliates of the Registrant.

The number of shares outstanding of the registrant’s common stock as of February 20, 2025 was 38,311,253 shares.

Documents incorporated by reference: Portions of the Proxy Statement of Global Industrial Company relating to the Annual Meeting of Stockholders to be held in 2025 are incorporated by reference in Part III hereof.

TABLE OF CONTENTS


Part I
Item 1.	Business	5
	General	5
	Products	5
	Sales and Marketing	6
	Customer Service, Order Fulfillment and Support	7
	Suppliers	7
	Competition and Other Market Factors	8
	Human Capital Resources	8
	Environment, Health and Safety: Government Regulations	8
	Seasonality	8
	Available Information	9
Item 1A.	Risk Factors	9
Item 1B.	Unresolved Staff Comments	18
Item 1C.	Cybersecurity	18
Item 2.	Properties	19
Item 3.	Legal Proceedings	20
Item 4.	Mine Safety Disclosures	20

Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	21
Item 6.	Reserved	21
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 8.	Financial Statements and Supplementary Data	30
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	30
Item 9A.	Controls and Procedures	31
Item 9B.	Other Information	36
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	36

Part III
Item 10.	Directors, Executive Officers and Corporate Governance	36
Item 11.	Executive Compensation	36
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	36
Item 13.	Certain Relationships and Related Transactions, and Director Independence	36
Item 14.	Principal Accounting Fees and Services	36

Part IV
Item 15.	Exhibits and Financial Statement Schedules	38
Item 16.	Form 10-K Summary	39
	Signatures	40

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PART I

Unless otherwise indicated, all references herein to Global Industrial Company (sometimes referred to as “Global Industrial,” the “Company,” or “we”) include its subsidiaries.

Forward-Looking Statements

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 are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified based on current expectations. Consequently, future events and results could differ materially from those relating to or underlying the forward-looking statements contained in this report. Statements in this report, particularly in “Item 1. Business,” “Item 1A. Risk Factors,” “Item 3. Legal Proceedings,” “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the Notes to Consolidated Financial Statements describe certain factors, among others, that could contribute to or cause such differences.

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.

Risk Factors Summary (see Item 1A. Risk Factors, below): 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, which we summarize below:

•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;

•the imposition of tariffs and other trade barriers, as well as retaliatory trade measures, have caused us to raise the prices on certain of our products and seek alternate sources of supply, which could negatively impact our sales and our profitability or disrupt our operations if we are not able to mitigate these measures;

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•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;

•increases in freight and shipping costs, including fuel 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, including the Indoff acquisition, 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 operations ("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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Item 1. Business.

General

Global Industrial Company, through its operating subsidiaries, is a value-added national distributor of industrial equipment and supplies in North America going to market through a system of branded e-commerce websites and relationship marketers. The Company was incorporated in Delaware in 1995. Certain predecessor businesses which now constitute the Company's operations have been in business since 1949. Our headquarters office is located at 11 Harbor Park Drive, Port Washington, New York.

Continuing operations

The Company sells a wide array of industrial and maintenance, repair and operation ("MRO") products, including its own Global Industrial Exclusive BrandsTM, which are marketed in North America. 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™, GlobalIndustrial.com™, Nexel™, Paramount™, Interion™ and Absocold™.

On May 19, 2023 the Company acquired 100% of the outstanding equity interests of Indoff LLC ("Indoff"), a business-to-business direct marketer of material handling products, commercial interiors and business products with operations in North America, for approximately $72.6 million in cash. This acquisition expanded the Company's presence in the MRO market in North America.

See Note 6, Revenue, of Notes to Consolidated Financial Statements included in Item 15 of this Form 10-K for additional financial information about our business as well as information about our geographic operations.

Accelerating the Customer Experience

The Company's multi-year business strategy is focused on Accelerating the Customer Experience (“ACE”). The ACE initiative, which guides our actions across the business, and specifically in our customer end-to-end purchase, service, and delivery experience, has at its core building of customer loyalty and trust by addressing unique customer needs through a responsive and tailored sales, product, and service experience. We build customer loyalty and trust through personalized and high touch customer interactions that often feature strong one to one relationships. The Company's digital and multi-channel sales model drives customer acquisition and with rigorous vetting we are able to identify opportunities for product category expansion, particularly private brand products. Category expansion with our customers drives repeat orders and increases their annual and average spend. We maximize customer satisfaction and loyalty by coupling close customer relationships with product expertise, efficient and competitive fulfillment and delivery and exceptional customer service.

WE CAN SUPPLY THAT®

Products

Our broad product offering and focus on responsiveness to our customers is captured in our promise “We Can Supply That®”. We offer our customers a competitive assortment of leading products and services, a sales force with deep product knowledge and expertise, and timely and relative industry and product content via The Knowledge Center. Our go to market strategy also focuses on leveraging our deep product knowledge and experience by seeking to expand our higher margin private brand line of Global products by adding additional products and product categories. We offer hundreds of thousands of brand name and private brand products available through our e-commerce sites and have access to many more additional long tail products from our network of vendor partners. We endeavor to expand and keep current the breadth of our product offerings to fulfill the increasingly wide range of product needs of our customers, and periodically remove certain products from our offering to improve efficiencies or to address vendor or market changes. Sourcing hard to find or non-standard product helps to differentiate our business from our competitors and we believe provides us with a competitive advantage.

The Company has focused on offering competitive pricing, high service levels, broad and deep product offering, extensive product and sales expertise, and most importantly a private brand offering that provides high quality with an attractive price point. Products generally are categorized within the following categories: storage and shelving, safety and security, carts and

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trucks, HVAC and fans, furniture and decor, material handling, janitorial and facility maintenance, workbenches and shop desks, tools and instruments, plumbing and pumps, office and school supplies, packaging and shipping, lighting and electrical, foodservice and retail, medical and laboratory, motors and power transmission, building supplies, machining, fasteners and hardware, vehicle maintenance, and raw materials. We have become a destination and trusted supplier of these products and continue to evaluate expansion within key end markets.

Sales and Marketing

We market our products primarily to business customers, which includes both for-profit and not-for-profit businesses, state, local, and private educational organizations and government entities including federal, state, and local municipalities. We have an established multi-faceted direct marketing system and customer life cycle marketing program which tends to begin with customer acquisition via keyword or branding search, supported by strategic account managers, leading e-commerce and account management tools, and deep pre and post sales product expertise which are intended to drive customer retention and penetration and to maximize sales. We continuously evaluate and adjust our marketing spend as well as the organization of our selling resources in order to best service our existing customers, as well as to optimize customer acquisition.

Relationship Marketers

Our relationship marketers focus their efforts on our business customers by establishing a personal relationship between such customers and a Global Industrial account manager. Our sales force is made up of wide range of broad based and specialized account managers including dedicated Public Sector Account Managers focusing on government, education, and other municipal customers, Commercial Account Managers focusing on business customers generally organized by end market or geography and Strategic Account Managers focusing on our most complex enterprise accounts. The sales force is supported by Business Development Representatives, Territory Sales Managers, and other Subject Matter Experts who support the end to end customer life cycle management. The goal of the relationship marketing sales force is to increase the purchasing productivity of current customers and to actively solicit newly targeted prospects to become customers. With access to the records we maintain, our relationship marketers are prompted with product suggestions to expand customer order values. We also have the ability to provide such customers with electronic data interchange (“EDI”) ordering and customized billing services, customer savings reports and stocking of specialty items specifically requested by these customers. Our relationship marketers’ efforts are supported by e-mail campaigns and periodic catalog mailings, both of which are designed to generate inbound telephone sales, and visits to our interactive websites, which allow customers to purchase products directly online. We believe that the integration of our multiple marketing methods enables us to more thoroughly penetrate our business, educational and government customer base. We believe increased internet exposure leads to more internet-related sales and also generates more inbound telephone sales; just as we believe email campaigns, and to a lesser extent catalog mailings, which feature our websites results in greater internet-related sales.

E-commerce

We currently operate multiple e-commerce and informational sites, including:


www.absocold.com*
www.globalindustrial.com
www.globalindustrial.ca
www.indoff.com*
www.industrialsupplies.com

*informational sites

We are continually upgrading the capabilities and performance of these websites in our significant markets. In 2022, we launched a completely new globalindustrial.com e-commerce site in the United States designed to drive personalization to further improve the digital shopping experience. Since launch our primary focus has been to optimize the shopability of the site via enhancements to search, including bringing to market a new List View approach, which allows users to easily find and compare products. In addition, we launched new capabilities allowing users to create repeat subscription purchases, as well as optimized options to identify related products that would enhance their product purchases.

Our internet sites feature hundreds of thousands of MRO and industrial and general business supplies. Our customers have around-the-clock, online access to purchase products and we have the ability to create targeted promotions for our customers’ interests.

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In addition to our own e-commerce websites, we have partnering agreements with several of the largest internet shopping and search engine providers who feature our products on their websites or provide “click-throughs” from their sites directly to ours. These arrangements allow us to expand our customer base at an economical cost.

Catalogs

As the Company increased its focus on online and e-commerce advertising, marketing and sales activities over the years, the use of hard copy catalogs decreased as compared to earlier periods, but over the last several years, we have distributed a stable number of regular and specialty catalogs, postcards, and other physical mail and anticipate continuing to do so. The Company will continue to test different frequency and depth of mailing catalogs as it considers the impact on its total marketing mix. This will be completed in conjunction with a broader 360 degree view of our customers and a more tailored account based marketing approach for each of our key customers.

Customer Service, Order Fulfillment and Support

We have launched several initiatives, in the past, with our vendors and freight partners, and in our own distribution centers, to improve our customer’s experience such as our Voice of the Customer initiative. This initiative, involving phone and online surveys to obtain our customer’s input on their experiences with us and our products to ensure we deliver on the promise, to better focus our sales, service and marketing efforts on our customers' needs and to target areas of improvement to enhance the overall customer experience, led us to add additional improvements to the experience including offering 24 hour, seven days a week chat supported by both AI chatbots and live chats with our associates. As part of a culture of continuous improvement, our Customer Experience team is focusing on the idea of "Make It Right" to ensure that when our customers experience a problem, we are able to solve if effectively and to their satisfaction the first time. Upgraded training and technology solutions will play a large part in continuing to improve our customer satisfaction scores.

A significant proportion of our orders are received electronically via internet, extranet, EDI, customer punch out catalog, online chat, or through broadly utilizing vendor and customer portals such as Ariba or Coupa. These e-orders continued to represent over 60% of our transaction count on our core Global Industrial business in the United States for the year ended December 31, 2024. The balance of our orders are received by telephone to our inbound call center, direct dial to our inside account management team, placement through one of our field sales representatives, and to a small extent via fax. We provide toll-free telephone number access for our customers nationwide which are linked automatically as a backup in the event of a disruption in phone service.

The Company utilizes a sourcing strategy encompassing sales of in stock items that are either national brand, private brand, and to a limited extent via brand licensing agreements, as well as supplementing its stocking strategy with product fulfilled directly by our vendor partners via a drop ship relationship. In stock items tend to be higher in velocity, higher in gross margin, and offer a higher service level to our customers. In stock items are distributed via a network of five primary distribution centers in the U.S. located in the Northeast, Midwest, West, Southeast and South Central regions, one large distribution facility in Canada and several smaller distribution facilities in the United States and Canada. Product deliveries to our customers are made through a nationwide network of common carriers that we contract with directly in order to establish and maintain high service levels and enhance operational efficiencies. We tend to stock items in our distribution center, and invest the requisite working capital in inventory position, after demonstrating sales volume success in the drop ship sales of that item effected through our suppliers. Orders are generally shipped by third-party delivery services and we maintain relationships with thousands of distributors and product vendors.

We maintain a database of commonly asked questions for our technical support representatives, enabling them to respond quickly to similar questions. We conduct regular on-site training seminars for our sales representatives to help ensure that they are well trained and informed regarding our latest product offerings.

Suppliers

We purchase substantially all of our products and components directly from both large and small manufacturers as well as large wholesale distributors. No supplier accounted for 10% or more of our product purchases in 2024, 2023 and 2022. Most private brand products are manufactured by third parties to our specifications.

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Competition and Other Market Factors

Industrial Products

The market for the sale of industrial products in North America is highly fragmented and is characterized by multiple distribution channels such as small dealerships, direct mail distribution, internet-based resellers, large warehouse stores and retail outlets. We face competition from large diversified MRO distributors such as Uline Inc, Grainger Inc., MSC Industrial Direct Inc., Fastenal Inc., and other large retailers, including Amazon. We also face competition from manufacturers’ own sales representatives, who sell industrial equipment directly to customers, and from regional or local distributors. Many purchasers begin sourcing products via search engine or mobile application on desktops, laptops, or mobile devices. In the industrial products market, customer purchasing decisions are primarily based on price, product selection, product availability, level of service, access to open account terms, and convenience. We believe that direct marketing via sales representatives, the internet and catalogs are effective and convenient distribution methods to reach both our core small and mid-sized customer as well as large enterprises. Further we believe that our customer engagement approach allows for high levels of service to accounts that may purchase high volume capital or durable goods infrequently or that place many small orders for supplies and other consumables that require a wide selection of products. In addition, because the industrial products market is highly fragmented and generally less brand oriented, we believe it is well suited to private brand and white label products.

Human Capital Resources

As of December 31, 2024, we employed a total of approximately 1,845 associates, of whom 1,600 were in North America and 245 were in Asia. Approximately 35% of our associates are customer facing including customer service, quota bearing sales representatives, inbound call center representatives, and other pre and post sales management and support. Approximately 28% of our team members are employed within distribution, logistics, and fulfillment areas, while 38% of our associate base works within administrative functions including: IT, Merchandising, Accounting and Finance, Marketing, Human Resources, Product Management, Legal and Risk Management and general administrative and management roles.

Our worldwide workforce is made up of a diverse group of associates. In our most recent U.S. EEO-1 data, the associate demographic breakdown for individuals reporting was 41% female and 59% male and minorities constituted 47% of our workforce. We believe our diversity of associates is one of the Company’s considerable strengths and that our demographics are consistent with our competitors in the sales and distribution space. Our employees are not subject to collective bargaining agreements. The Company has not experienced work stoppages and we believe relationships with our employees are good.

Environment, Health and Safety: Government Regulation

Employee health and safety is a top priority for the Company. Our safety teams and local safety committees provide oversight, training, education and compliance guidance, as well as workers compensation remediation advice, to our management teams and directly to our workforce. Our Environmental Health and Safety group is responsible for overseeing product safety and compliance programs and initiatives including compliance with various EPA, FDA and hazmat regulations that apply to certain of the products we offer.

Under various national, state and local environmental laws and regulations in North America and Asia, a current or previous owner or operator (including the lessee) of real property may become liable for the costs of removal or remediation of hazardous substances at such real property. Such laws and regulations often impose liability without regard to fault. We lease all of our facilities. In connection with such leases, we could be held liable for the costs of removal or remedial actions with respect to hazardous substances that escape into the environment. Although we have not been notified of, and are not otherwise aware of, any material real property environmental liability, claims or non-compliance, there can be no assurance that we will not be required to incur remediation or other costs in connection with real property environmental matters in the future.

Seasonality

Seasonality does have some effect on the Company’s sales. Certain product lines are highly seasonal in nature, including HVAC products, snow removal products and outdoor furniture and equipment. In addition, certain customer segment buying cycles, including those of education and government, may tend to be more seasonal than others. Given these trends, financial results tend to vary quarter to quarter with sales and operating margin in the second and third quarters moderately higher than those in the first and fourth quarters respectively.

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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.

Item 1A. Risk Factors.

There are a number of factors and variables described below that may affect our future results of operations and financial condition. Other factors, of which we are currently not aware or that we currently deem immaterial, may also affect our results of operations and financial position.

Risks Related to the Economy and Our Industries

•General economic conditions, including those that can result in decreased customer confidence and spending, could result in our failure to achieve our historical sales growth rates and profit levels. Pandemics have disrupted and may in the future disrupt global supply chains, including those we rely on in China and elsewhere abroad, which could materially adversely affect our operations.

Both we and our customers are subject to global political, economic and market conditions, including trade and tariff uncertainties, customer inventory levels in the marketplace, borrowing ability, economic conditions in the manufacturing and/or distribution industries, increases in inflation, interest rates, freight costs and energy costs, as well as the impact of natural disasters, military actions, wars, cyber-attacks, the threat of terrorism and global pandemics or other health crises. Our consolidated results of operations are directly affected by economic conditions in North America, and our supply chain for imported product is affected by conditions in Asia (particularly China).

In this regard, 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 have been and could again be materially disrupted by quarantines, factory slowdowns or shutdowns, border closings, and travel restrictions resulting from pandemics. These events have and may continue to result in imported products not being timely received and resultant delayed or lost sales. We depend to a significant extent on products imported from China for our private brand lines, and on domestic manufacturers who utilize components imported from Asia. We continue making efforts to secure satisfactory levels of inventory; however, there can be no assurance that our supply chain will not experience further disruptions significant enough to adversely affect our operations.

We have in the past experienced a decline in sales as a result of poor economic conditions and the lack of visibility relating to future orders (as well as due to the other risks discussed below). Our results of operations depend upon, among other things, our ability to maintain and increase sales volumes with existing customers, our ability to limit price reductions and manage price increases, our ability to manage freight and shipping costs and maintain our margins, our ability to attract new customers and increase our market share, and the financial condition of our customers. A decline in the economy that adversely affects our customers, causing them to limit or defer their spending or that hampers their ability to pay for

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products would likely adversely affect our sales, prices and profitability as well. We cannot predict with any certainty whether we will be able to maintain or improve upon historical sales volumes with existing customers, maintain or grow our historical margins, and whether we will be able to attract new customers.

In response to economic and market conditions, from time to time we have undertaken initiatives to reduce our cost structure where appropriate, including workforce reductions. However, these actions may not be sufficient to meet current and future changes in economic and market conditions and allow us to continue to achieve the growth rates and levels of profitability we experienced in the past.

•Geopolitical instability outside of the U.S. may adversely impact the U.S. and global economies.

Many economies have experienced, and continue to experience, geopolitical instability, financial turmoil, high unemployment, inflation and interest rates, and a significant depreciation of their local currencies. Policies of advanced economies have a profound effect on emerging markets, and ramifications of any trade war involving an advanced economy, like of that between the U.S. and China, could further contribute to the adverse economic and political conditions of emerging and developed economies.

Historically, we source a substantial portion of our products from manufacturers that are located in China. While China sourced products have been reduced in recent years since the expansion of Section 232 and 301 tariffs in 2019, China still represents the largest concentration of country of origin goods. Further, our exposure to other international sourcing has expanded. This concentration exposes us to risks associated with doing business globally, including changes in tariffs. The Office of the United States Trade Representative previously identified certain Chinese imported goods for additional tariffs to address China’s trade policies and practices. In early 2025, the current administration has signaled and implemented a number of additional measures under trade policy, including the potential imposition of blanket tariffs against goods sourced in Mexico and Canada under the Authority of the International Emergency Economic Powers Act ("IEEPA"), reciprocal tariffs on the import of goods from other countries that charge tariffs on imports of US produced goods and expanded tariffs on steel and aluminum imports, along with certain derivative products which contain these raw materials. These tariffs could have a material adverse effect on our business and results of operations. Additionally, the current administration has canceled tariff exclusions that provided tariff relief to certain products and has yet to signal whether it will reinstate such exclusions or further alter existing trade agreements and terms between China and the U.S., including limiting trade with China, adjusting the current tariffs on imports from China and potentially imposing other restrictions on exports from China to the U.S. Consequently, it is possible that tariffs may be imposed on products imported from foreign countries, including China, or that our business will be affected by retaliatory trade measures taken by China or other countries in response to existing or future tariffs. This may cause us to raise prices or make changes to our operations, any of which could have a material adverse effect on our business and results of operations.

In addition, ongoing geopolitical conflicts around the world, including the Russian invasion of Ukraine, the outbreak of armed hostilities in the Middle East and disruptions in international shipping resulting from attacks by armed groups on cargo ships in the Red Sea, and the responses of the international community, may adversely affect international business and economic conditions. Due to the ongoing conflict in and around the Red Sea, we have experienced increases to our shipping costs, and we may continue to experience elevated shipping costs in the future. The short and long-term implications of global security issues are difficult to predict at this time. The imposition of sanctions and counter sanctions may have an adverse effect on energy and economic markets generally and could result in an even greater impact related to global supply chain and energy prices. In addition, a prolonged war in Ukraine and the Middle East, and continued shipping disruptions in the Red Sea may have adverse impacts on cyber security, global supply chains, inflationary pressures and interest rates and engender volatility in commodities and other markets, any of which could negatively affect our business. The disruption to regional and global economies could have an enduring impact on regional and global economies, and consequently, a materially adverse impact on our operations and profitability. However, due to the highly uncertain and dynamic nature of these events, it is not currently possible to estimate with any reliable measure of certainty the impact on our business.

•Adverse weather events or natural disasters, as well as pandemics such as the coronavirus, could negatively affect or disrupt our operations. We may be affected by global climate changes or by legal, regulatory or market responses to such potential change.

Certain areas in which we operate are susceptible to severe weather events, such as hurricanes, winter storms, tornadoes and floods, whether from climate change or otherwise, which can impact any of our locations as well as shipping ports and distribution centers. These events, as well as pandemics, have in the past and may in the future disrupt our locations and the supply chains dependent on such shipping ports and distribution centers. In this regard, we experienced product delivery

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and shipping delays due to the disrupted global product supply chains which affected our ability to timely receive and ship products, which could adversely impact sales.

Our ability to provide efficient distribution of core business products from our third-party drop ship distribution centers is critical to our business strategy. Disruptions at distribution centers or shipping ports, or the unavailability of employees needed by us or third parties to operate key functions at such locations, has and in the future may affect our ability to both maintain core products in inventory and deliver products to our customers on a timely basis, which may in turn adversely affect our results of operations. We cannot predict whether or to what extent damage caused by these events will affect our operations or the economies in regions where we operate. These adverse events could result in disruption of our operations, our purchasing or distribution capabilities, interruption of our business that exceeds our insurance coverage, our inability to collect from customers and increased operating costs. Our business or results of operations may be adversely affected by these and other negative effects of these events.

•The imposition of tariffs and other trade barriers, as well as retaliatory trade measures, have caused us to raise the prices on certain of our products and seek alternate sources of supply, which could negatively impact our sales or disrupt our operations.

Our industry is subject to risks associated with U.S. and foreign laws relating to importing products, including quotas, duties, tariffs or taxes, as well as other charges or restrictions, which could adversely affect our ability to import products at desired cost or volume levels. Our US Operations have a diverse supply chain that relies upon both direct import from sourcing channels including China, Mexico, Canada and elsewhere abroad as well as domestic sourcing from partners who also rely on international supply chains. In addition, our Canadian operations rely heavily on sourcing product produced in the United States. Retaliatory trade measure from the Canadian government could adversely impact our ability to source competitively price goods for sale into the Canadian market.

The United States has enacted tariffs on a variety of foreign sourced goods which have impacted a number of the private brand products we source directly from China and other International trading partners, as well as third-party branded products our U.S. suppliers source from China and elsewhere abroad. Historically, we strategically increased prices, as well as negotiated cost reductions from supplies, in an effort to offset the incremental costs on certain products and shift certain products to alternative sources where available. 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, maintaining quality control over their products, and protecting our intellectual property rights. There is no guarantee that the Company will be able to fully mitigate these cost increases in the future.

These tariffs have increased and will continue to increase our costs of procurement. If the Company is able to adequately review its supply chain and monitor sell prices in the market, and successfully work with suppliers to mitigate costs, the Company does not expect any material impact on its business from the tariff actions and continues to believe that any impact from the tariffs currently in effect will be gradual and not material to the business, although there can be no assurance that this will be the case.

There can also be no assurance that we will be able to effectively or expeditiously mitigate these trade challenges, which could disrupt our operations, negatively impact our sales and would have a material adverse effect on our financial results. However, we do not believe that we will be disproportionately impacted by these costs as compared to our competitors, and we will continue to evaluate marketplace conditions and implement other actions or strategies as the need arises.

Finally, we cannot predict whether additional U.S. and foreign customs quotas, duties (including anti-dumping or countervailing duties), tariffs, taxes or other charges or restrictions, requirements as to where raw materials must be purchased, additional workplace regulations or other restrictions on our imports will be imposed in the future and if so, what effect such actions would have on our costs of operations.

•There is a highly competitive labor market for certain employees we hire, which can impact our growth plans.

Many of our competitors also compete with us for recruiting and retaining talented and experienced employees, particularly in markets where we and they have significant distribution facilities. This aspect of competition is aggravated by the current tight labor market in the U.S. for such jobs. There can be no assurance the Company will be able to timely recruit, train and retain employees sufficient to support its growth strategies or will not have to incur increased compensation costs in order to do so. Our results of operations have been and in the future could be adversely affected by increased costs due to increased competition for employees, higher employee turnover or increased employee benefit costs. In the event of

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significant numbers of employees having to miss work due to a widespread health situation or pandemic such as the coronavirus, we may not be able to quickly source replacement or temporary workers, which could adversely affect our operations, particularly in our distribution centers.

•Our industry is evolving and consolidating, which could adversely affect our business and financial results.

The MRO and industrial equipment industry are consolidating as customers are increasingly aware of the total costs of fulfillment and of 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.

•Volatility in commodity prices may adversely affect gross margins.

Some of our products contain significant amounts of commodity-priced materials, such as steel, copper, petroleum derivatives or rare earth minerals, and are subject to price changes based upon fluctuations in the commodities market. Fluctuations in the price of fuel could affect transportation costs. Our ability to pass on such increases in costs in a timely manner depends on market conditions. The inability to pass along cost increases could result in lower gross margins. In addition, higher prices could impact demand for these products, resulting in lower sales volumes. If commodity prices, including the price of oil, were to remain at elevated levels this could result in higher supply and transportation costs, which could have a material adverse effect on our business and results of operations.

•Events such as acts of war or terrorism, natural disasters, data security breaches, changes in law, or large losses could adversely affect our insurance coverage and insurance expense, resulting in an adverse effect on our profitability and financial condition.

We insure for certain property and casualty risks consisting primarily of physical loss to property, business interruptions resulting from property losses, worker’s compensation, comprehensive general liability, and auto liability. Insurance coverage is obtained for catastrophic property and casualty exposures as well as those risks required to be insured by law or contract. Although we believe that our insurance coverage is reasonable, significant events such as acts of war and terrorism, economic conditions, data security breaches, judicial decisions, legislation, natural disasters and large losses could materially affect our insurance obligations and future expense. Furthermore, the occurrence of an uninsured significant event could materially adversely affect our business and results of operations.

•Environmental Matters

Under various national, state and local environmental laws and regulations in North America, a current or previous owner or operator (including the lessee) of real property may become liable for the costs of removal or remediation of hazardous substance at such real property. Such laws and regulation often impose liability without regard to fault. We lease all of our facilities. In connection with such leases, we could be held liable for the costs of removal or remedial actions with respect to hazardous substances. Although we have not been notified of, and are not otherwise aware of, any material real property environmental liability, claim or non-compliance, there can be no assurance that we will not be required to incur remediation or other costs in connection with real property environmental matters in the future. If such costs were to prove material, our operating results could be adversely affected.

Risks Related to Our Company and our Business

•Our ability to maintain capacity at and forecast the needs of our warehousing and distribution facilities can impact our business and results of operations.

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 distribution resources, whether in the form of expanded or additional temporary and permanent facilities we operate or by outsourcing certain functions to third-party distribution and logistics partners, is critical to our ability to service our growing business. If we do not accurately forecast our future warehousing and distribution center needs, and then timely plan, fund on budget, launch and efficiently operate new distribution resources and facilities when needed, our operations and financial results could be materially adversely impacted. In addition, expanding and/or enhancing our distribution network would have an adverse impact on operating expenses as a percentage of sales, inventory turnover, and working capital requirements in the periods prior to and for some time following the commencement of operations for each such expansion or enhancement.

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•We rely on third-party suppliers for our products and services. The loss or interruption of these relationships could impact our sales volumes, the levels of inventory we must carry, and/or result in sales delays and/or higher inventory costs from new suppliers.

We purchase a portion of our products from major distributors and directly from large manufacturers who may deliver those products directly to our customers (“drop ship”), as well as from smaller more regional vendors. These drop ship delivery relationships enable us to make available to our customers a wide selection of products without having to maintain large amounts of inventory. The termination or interruption of our relationships with any of these drop ship suppliers could materially adversely affect our business.

We purchase a number of our products, particularly private brand and white label products, from vendors located outside of the United States. Raw material costs used in our vendors’ products (steel, tungsten, etc.) and energy costs have significantly increased and may continue to increase, which has resulted and may continue to result in increased production costs for our vendors, which they seek to pass along to us. Difficulties encountered by one or several of these suppliers could halt or disrupt production and delay completion or cause the cancellation of our orders. Delays or interruptions in the transportation network could result in loss or delay of timely receipt of product required to fulfill customer orders. Our ability to find qualified vendors who meet our standards and supply products in a timely and efficient manner is a significant challenge, especially with respect to goods sourced from outside the U.S. In this regard, in response to the tariffs imposed by the U.S. on goods imported from China, we have sought alternative sources of supply, such as utilizing new vendors in additional countries, which entails various risks, such as identifying, vetting and managing new business relationships, reliance on these new vendors maintaining quality control over their products, and protecting our intellectual property rights. However, there is no guarantee that the Company will be able to identify, vet, and onboard alternative vendors that provide similar cost, and quality of existing suppliers.

Political or financial instability, merchandise quality issues, product safety concerns, trade restrictions, work stoppages, tariffs, foreign currency exchange rates, transportation capacity and costs, inflation, civil unrest, war or other conflicts, outbreaks of pandemics and other factors are beyond our control. These and other issues affecting our vendors could materially adversely affect our revenue and gross profit.

•We rely on third-party suppliers for shipping and delivery services and managing the logistics of a distribution business can impact our results of operations and margins.

We face certain risks due to our reliance on common carrier delivery services for shipping inventoried merchandise to customers and our reliance on drop ship deliveries directly to customers by our product vendors for products we do not hold in inventory (such as freight cost increases, timely delivery and customer service, delays due to work stoppages, etc.). We also must effectively manage 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 or alternative distribution resources, whether in the form of additional facilities we operate or by outsourcing certain functions to third-party distribution and logistics partners.

Increases in freight and shipping costs charged to us by third parties could adversely affect our margins to the extent the increases cannot be passed along to customers, and factors affecting the shipping and distribution of products imported to the United States by us or our domestic vendors, such as a shortage in global availability of shipping containers, port congestion and global logistical delays 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.

The fuel costs of our independent freight companies have been volatile. Our vendors and independent freight carriers typically look to pass increased costs along to us through price increases. When we are forced to accept these price increases, we may not be able to pass them along to our customers, resulting in lower margins.

•Changes in our customer, product, vendor, sourcing or channel sales mix, or failure to execute on competitive pricing programs designed to increase market share and/or customer velocity, including the use of free or reduced freight incentives, could cause our gross margin and ultimately operating margins to decline; failure to mitigate these pressures could adversely affect our operating results and financial condition.

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Our gross margins are dependent on variables such as customer, product and vendor mix, including sourcing and category, pricing strategies implemented to increase market share and customer velocity, including the use of free or other promotional freight plans and other variables, any or all of which could result in fluctuations or declines in our gross margins. Decisions to drop ship rather than stock products in our distribution centers, decisions to offer private brand alternatives or branded offerings, price changes by manufacturers, and pricing actions taken in response to competitors, as well as a continuation of our customers’ shift to lower-priced products could also adversely affect our gross margins.

•We rely to a great extent on our information and telecommunications systems, and significant system failures or outages, or our failure to properly evaluate, upgrade or replace our systems, or the failure of our security/safety measures to protect our systems and websites, could have an adverse effect on our results of operations.

We rely on a variety of information and telecommunications systems including internally developed software, third-party purchased software and third-party cloud-based software in order to manage our business, including our customer, vendor, employee, facilities, finance, management and corporate operations. Our success is dependent in large part on the accuracy and proper use of our information systems, including our telecommunications systems, which are utilized in all aspects of our business. To manage our growth, we need to continually evaluate the effectiveness and adequacy of our existing systems and procedures to ensure they are keeping pace with changes in our business. These systems, whether internally developed, purchased or cloud-based may need to be modified, upgraded or replaced from time to time. System modifications, upgrades or replacements involve costs as well as the risk of implementation delays and not operating as intended. We rely on third parties such as telecommunication carriers, internet service providers and our own employees to provide the technology services and expertise on which we depend. There are risks that third parties may incur outages or circumstances where they cannot provide the services we require as intended or that our employees do not have the expertise to remediate system outages or technical problems that may arise. We have experienced some delays and operational problems in implementing new IT systems in the past. We anticipate that we will regularly need to make capital expenditures to upgrade and modify our management information systems, including software and hardware, as we grow and the needs of our business change. We have disaster recovery systems and system backups are routinely done for certain critical systems, but not for every system. The occurrence of a significant system failure, electrical or telecommunications outages or our failure to ensure our IT employees are properly trained and technically proficient, or that our systems are adequate, effective and beneficial to our business, or our failure to expand or successfully implement new systems could have a material adverse effect on our results of operations.

•Use of Cloud-Based Systems and Infrastructure Provided by Third Parties Present Significant Risks to Our Business.

Certain of our operating systems and management information systems resources and storage reside on a leading cloud-based platform operated by a well-known third-party provider of technology services. This managed cloud-based platform is operated on a “infrastructure as a service” (“IAAS”) model. Accordingly, exposure to third-party service outages and data loss, or a failure of the network or loss of connectivity can adversely affect our business. In addition, since the data resides on the cloud, we and our customers are forced to rely on the physical and information security of the vendor to protect their valuable information. There can be no assurance that the cloud-based systems on which we rely will not experience such outages or failures or that data privacy/information security will not be breached.

•Data and security breaches, and other disruptions in our information technology systems, could compromise confidential or private information and expose us to liability, which could cause our business and reputation to suffer.

Our operations are dependent upon information technology that encompasses all of our major business functions. We use our information systems to, among other things, monitor our supply chain, make purchasing decisions, manage and replenish inventories, coordinate our sales and marketing activities, fill and ship customer orders on a timely basis and to monitor and record our financial transactions and results of operations. These systems also process, transmit and store sensitive electronic data, including employee personal information, supplier and customer records, allow vendors and customers to register on our portals and websites, as applicable, or otherwise allow third parties to communicate or interact with us. In addition, we depend on IT systems of third parties, to, among other things, market and distribute products, to operate our websites, host and manage our services, store data, and process transactions. We may share information with these third parties that participate in certain aspects of our business, and we obtain external auditor certification on the controls and security of any significant outsourced service provider according to the SSAE 18 standard. However, there is always a risk that the confidentiality of data held or accessed by them may be compromised.

In processing our sales orders, we often collect personal information and transmit credit card information of our customers. If there was a security breach resulting in unauthorized access to or use of such information, we could be subject to claims for identity theft, unauthorized purchases and claims alleging misrepresentation of our privacy and data security practices

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or other related claims. While the Company believes it conforms to appropriate Payment Card Industry (“PCI”) security standards, any breach involving the loss of credit card information may lead to significant PCI related fines. In the event of a severe breach, credit card providers may prevent our accepting of credit cards.

We measure our data security effectiveness through industry accepted methods and remediate significant findings. We maintain and routinely test backup systems and disaster recovery, along with external network security penetration testing by an independent third-party as part of our business continuity preparedness. We also have processes in place to prevent disruptions resulting from the implementation of new software and systems of the latest technology. We have implemented solutions, processes, and procedures to help mitigate the risk of cyber-attacks, such as conducting annual vulnerability testing, identifying remediation initiatives and establishing emergency response plans, but there can be no assurance these efforts will successfully deter future cyber-attacks. Our Audit Committee is responsible for oversight of the activities of our IT department (which reports to our Senior Vice President and Chief Information Officer ("CIO")) and receives quarterly reports from our CIO that cover, among other things, cybersecurity threats, mitigation measures, and preventative procedures and software.

Although our IT systems are protected through various network security measures, our facilities and systems, and those of our third-party service providers with which we do business, may nevertheless be vulnerable to security breaches, cyber-attacks (any adverse event that threatens the confidentiality, integrity or availability of our information resources) vandalism, power outages, natural disasters, computer system failures, telecommunication or network failures, computer viruses, malware, misplaced or lost data, programming and/or human errors or other similar events. From time to time, we have experienced efforts by unknown persons, including “bots”, to access or breach our information systems, and these efforts can be expected to continue in the future. Furthermore, the ongoing military conflicts between Ukraine and Russia and in the Middle East and the potential for retaliatory acts of cyberwarfare from Russia or other state or non-state actors against U.S. companies could result in increased cyber-attacks against us. While we have successfully defended against such efforts in the past, there can be no assurance we will be able to protect sensitive data and/or the integrity of the Company's information systems and to defend against such efforts in the future.

Any security breach involving the misappropriation, loss or other unauthorized disclosure of our confidential information or confidential information of our customers, employees, or suppliers, whether by us or by our third-party service providers, could disrupt our business, expose us to risks of litigation (such as customer or third-party claims that their data has been compromised) and liability, result in a loss of assets or cause reputational damage, and otherwise have a material adverse effect on our operations and financial condition. Any substantial disruption of our systems could impair our ability to process orders, maintain proper levels of inventories, manage customer billings and collections, prepare and present accurate financial statements and related information, and otherwise materially adversely affect our ability to manage our business.

We maintain cyber liability risk insurance, but this insurance may not be sufficient to cover all of our losses from any future breaches of our systems, or to cover the cause of the future specific situation/loss at hand. In addition, as privacy and information security laws and standards evolve, we may need to incur significant additional investment in technology and other processes to meet new legal requirements.

•We have identified material weaknesses in our internal control over financial reporting associated with certain Information Technology General Controls ("ITGCs"). If we are unable to remediate this, or otherwise fail to maintain proper and effective internal controls, our ability to produce timely and accurate financial statements could be impaired, which could adversely affect our operating results, our ability to operate our business, our stock price and access to the capital markets.

As a public company, we are required to establish and periodically evaluate and assess procedures with respect to our internal control over financial reporting. In connection with our year-end assessment as part of this Annual Report, we determined that, as of December 31, 2024, we did not maintain effective internal control over financial reporting due to material weaknesses we identified in the design and operation of certain ITGCs relevant to our key accounting, reporting, and proprietary information technology ("IT") systems, as more fully described in Item 9A, "Controls and Procedures" of this Form 10-K. These material weaknesses did not result in any identified misstatements to the financial statements, and there were no changes to previously issued financial results. However, if we are unable to remediate this matter we cannot guarantee this will be the case in future periods.

While we are in the process of implementing changes to remediate the material weaknesses identified, we cannot be certain as to when remediation will be complete or if the remediation efforts will be successful. Further, remediation efforts may place a significant burden on management and add increased pressure to our financial and IT resources and processes. As a result, we may not be successful in making the improvements necessary to remediate the material weaknesses identified by

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management in a timely manner or in identifying and remediating additional control deficiencies, including material weaknesses, in the future. Any failure to remediate the material weaknesses identified, or the development of new material weaknesses in our internal control over financial reporting, could result in material misstatements in our financial statements and cause us to fail to meet our reporting and financial obligations, which in turn could have a negative impact on our financial condition, results of operations or cash flows and cause a decline in the market price of our stock.

•Our foreign product procurement operations are subject to risks such as foreign regulatory trade and customs requirements such as the tariffs and duties matters discussed above, and the political and economic conditions of the jurisdictions from which we procure products.

Because we sell products all across North America and procure product from abroad, including from China, we operate internationally and as a result, we are subject to risks associated with doing business globally, such as risks related to the differing legal, political and regulatory requirements and economic conditions of many jurisdictions. Risks inherent to operating internationally include:

•Changes in a country’s economic or political conditions;

•Tariff and trade uncertainties;

•Changes in foreign currency exchange rates;

•Difficulties with staffing and managing international relationships;

•Unexpected changes in regulatory requirements;

•Changes in transportation and shipping costs; and

•Enforcement of intellectual property rights.

The functional currencies of our businesses outside of the U.S. are the local currencies. Changes in exchange rates between these foreign currencies and the U.S. Dollar will affect the recorded levels of our assets, liabilities, net sales, cost of goods sold and operating margins and could result in exchange gains or losses. The primary currencies to which we have exposure are the Canadian Dollar and the Indian Rupee. Our operating results and profitability may be affected by any volatility in currency exchange rates and our ability to manage effectively our currency transaction and translation risks. For example, we currently have operations located in countries outside the United States, and non-U.S. sales accounted for approximately 5.1% of our net sales from continuing operations during 2024. To the extent the U.S. dollar strengthens against foreign currencies, our foreign revenues and profits will be reduced when translated into U.S. dollars.

•We are exposed to various inventory risks, such as being unable to profitably resell excess or obsolete inventory and/or the loss of product return from our vendors; such events could lower our gross margins or result in inventory write-downs that would reduce reported future earnings.

Our inventory is subject to risk due to changes in market demand for particular products. If we fail to manage our inventory of older products we may have excess or obsolete inventory. We may have limited rights to return purchases to certain suppliers. The elimination of purchase return privileges could lower our gross margin or result in inventory write-downs.

We also take advantage of attractive product pricing by making opportunistic bulk inventory purchases; any resulting excess and/or obsolete inventory that we are not able to re-sell could have an adverse impact on our results of operations. Any inability to make such bulk inventory purchases may significantly impact our sales and profitability.

•Concentration of Ownership and Control Limits Stockholders Ability to Influence Corporate Actions.

Richard Leeds, Robert Leeds, and Bruce Leeds (each are brothers and directors and executive officers of the Company), together with trusts for the benefit of certain members of their respective families and other entities controlled by them, control approximately 64.9% of the voting power of our outstanding common stock. Due to such holdings, the Leeds brothers together with these trusts and entities are able to determine the outcome of virtually all matters submitted to stockholders for approval, including the election of directors, the appointment of management, amendment of our articles of incorporation, significant corporate transactions (such as a merger or other sale of our company or our assets), the payments of dividends on our common stock and the entering into of extraordinary transactions. Under NYSE rules, as a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain NYSE corporate governance standards, including the requirements (1) that a majority of its board of directors consist of independent directors, (2) that its board of directors have a compensation committee that is comprised entirely of independent directors with a written charter addressing the committee's purpose and responsibilities and (3) that its board of directors have a nominating and corporate governance committee that is

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comprised entirely of independent directors with a written charter addressing the committee's purpose and responsibilities. As a controlled company, we currently rely on the exemption from the requirement that the majority of our board of directors consist of independent directors, and although we currently have an independent Compensation Committee and Nominating/Corporate Governance Committee, as long as the we remain a “controlled company,” we may elect in the future to take advantage of any of these other exemptions. Accordingly, our common stock may not have the same protections afforded to stockholders of companies that are subject to all of the NYSE corporate governance requirements.

•Risk of Thin Trading and Volatility of our Common Stock Could Impact Stockholder Value

Our common stock is currently listed on the NYSE and is thinly traded. Volatility of thinly traded stocks is typically higher than the volatility of more liquid stocks with higher trading volumes. The trading of relatively small quantities of shares of common stock by our stockholders may disproportionately influence the price of those shares in either direction. This may result in volatility in our stock price and could exacerbate the other volatility-inducing factors described below. The market price of our common stock could be subject to significant fluctuations as a result of being thinly traded.

•Goodwill and intangible assets may become impaired resulting in a charge to earnings.

The Company's acquisition of Indoff in May 2023 resulted in the recording of significant intangible assets and goodwill totaling approximately $64.3 million. We are required to test goodwill and intangible assets annually to determine if the carrying values of these assets are impaired or on a more frequent basis if indicators of impairment exist. If any of our goodwill or intangible assets are determined to be impaired, we may be required to record a significant charge to earnings in the period during which the impairment is discovered. The consolidated carrying amounts of goodwill and intangible assets are $65.7 million as of December 31, 2024.

•Our business is dependent on certain key personnel.

Our business depends largely on the efforts and abilities of certain key senior management employees. Recruiting and retaining qualified personnel is and will continue to be critical to our success. Furthermore, replacing executive officers and key employees may be difficult and may take an extended period of time because of the limited number of individuals in our industry with sufficient skills and experience required to successfully run our business. We may be unable to hire, train, retain, or motivate these key personnel on acceptable terms given the intense competition among numerous companies for similar personnel. Our inability to attract and retain such personnel could have a material adverse effect on our business and financial results.

•We are subject to litigation risk due to the nature of our business, which may have a material adverse effect on our results of operations and business.

From time to time, we are involved in lawsuits or other legal proceedings arising in the ordinary course of our business. These include patent, trademark or other intellectual property matters, employment law matters, states sales tax claims on internet/e-commerce transactions, product liability, commercial disputes, consumer sales practices, or other matters. In addition, as a public company we could from time to time face claims relating to corporate or securities law matters. The defense and/or outcome of such lawsuits or proceedings could have a material adverse effect on our business. See “Legal Proceedings”.

•We exited our North American Technology Products Group ("NATG") business in 2015 and could incur costs in excess of our estimated exit expenses.

The Company has substantially completed the wind-down activities related to the NATG business, although certain NATG activities related to sublet facilities continue. The Company expects that total additional NATG exit costs incurred during 2024 or later may aggregate up to $0.5 million, which will be presented in discontinued operations. In 2023, we executed a sublease agreement for the full remaining term of the lease. In the event, the sub lessee is unable to fulfill its obligations, we would be responsible for the remaining rents due under the lease.

•We may encounter difficulties with acquisitions, including our recent Indoff acquisition, and other strategic transactions which could harm our business.

We expect to pursue 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.

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Acquisitions and other strategic transactions involve numerous risks and challenges, including the following:

•diversion of management’s attention from the normal operation of our business;

•potential loss of key associates and customers of the acquired companies;

•difficulties managing and integrating operations in geographically dispersed locations;

•the potential for deficiencies in internal controls at acquired companies;

•increases in our expenses and working capital requirements, which reduce our return on invested capital;

•lack of experience operating in the geographic market or industry sector of the acquired business; and

•exposure to unanticipated liabilities of acquired companies.

On May 19, 2023 the Company acquired 100% of the outstanding equity interests of Indoff. There can be no assurance that such integration will occur on the expected timeframe or at all, or that we will realize the anticipated benefits and synergies from this or any other future acquisition. Furthermore, our estimates regarding the earnings, operating cash flow, capital expenditures and liabilities resulting from this or any future acquisition may prove to be incorrect.

To integrate acquired businesses, we must implement our management information systems, operating systems and internal controls, and assimilate and manage the personnel of the acquired operations. The difficulties of this integration may be further complicated by geographic distances. The integration of acquired businesses, including Indoff, may not be successful, may take longer or be more difficult or time-consuming or costly to accomplish than anticipated and could result in disruption to other parts of our business. These and other factors could harm our ability to achieve anticipated levels of profitability at acquired operations or realize other anticipated benefits of an acquisition, and could adversely affect our consolidated business and operating results and could result in disruption to other parts of our business.

•Our operations are subject to the effects of a rising rate of inflation.

Inflationary pressures have increased our costs in the past and may again in the future. To the extent we are unable to offset these cost increases through higher prices or other measures, our operating results may be adversely affected.

•Changes in accounting standards or practices, as well as new accounting pronouncements or interpretations, may require us to account for and report our financial results in a different manner in the future, which may be less favorable than the manner used historically.

A change in accounting standards or practices can have a significant effect on our reported results of operations. New accounting pronouncements and interpretations of existing accounting rules and practices have occurred and may occur in the future. Changes to existing rules may adversely affect our reported financial results.

Item 1B. Unresolved Staff Comments.

None.

Item 1C. Cybersecurity.

Risk Management and Strategy

Our processes for assessing, identifying, and managing material risks from cybersecurity threats are integrated into our overall risk management program and are based on the standardized framework established by the National Institute of Standards and Technology (“NIST”), the International Organization for Standardization and other applicable industry standards. The NIST Cybersecurity Framework (“NIST CSF”) helps the Company prioritize its cybersecurity activities and take a risk-based approach to cybersecurity, which begins with the identification and evaluation of cybersecurity risks or threats that could affect the Company’s operations, finances, legal or regulatory compliance, or reputation. We rely on a cybersecurity team that works to identify, protect against, detect, respond to, and recover from cybersecurity threats and incidents through risk management and strategy. Our cybersecurity team has adopted procedures to promptly address material risks to the Company’s cybersecurity environment, with a triage and remediation protocol in place. Once identified, cybersecurity risks and related mitigation efforts are prioritized based on their potential impact, likelihood, velocity, and vulnerability, considering both quantitative and qualitative factors. Risk mitigation strategies are developed and implemented based on the specific nature of each cybersecurity risk. These strategies include, among others, the application of cybersecurity policies and procedures, implementation of administrative, technical, and physical controls, and employee training, education, and awareness initiatives.

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As part of our cybersecurity defense structure, our internal cybersecurity team performs the following actions, without exclusion: (i) tracking cybersecurity risks, threats and incidents to help identify and analyze them; (ii) promptly reporting significant cybersecurity risks, threats and incidents to our CIO; and (iii) utilizing third-party vendors and software for review, testing, preemption and monitoring of cybersecurity risks, threats and incidents.

In addition, our CIO closely monitors the cybersecurity team’s approach with regular reviews of security risks and vulnerabilities, security strategy and the implementation of mitigation plans and technology, and reports quarterly to our Audit Committee and Board of Directors on, among other things, threats, mitigation measures, and preventative procedures and software.

We have a robust cybersecurity training and awareness program that requires all employees to complete mandatory cybersecurity awareness, information handling, and privacy training at the time of onboarding and on an annual basis thereafter. In addition, we regularly test our employees compliance with best practices using various techniques, such as simulated phishing campaigns, to validate the efficacy of our cybersecurity training.

We have implemented solutions, processes, and procedures to help mitigate the risk of cyberattacks, such as conducting annual vulnerability testing, and periodically engaging third-party experts to assist us with tasks such as implementing our incident response plan and conducting tabletop exercises.

The Company tracks key performance indicators and cybersecurity metrics to evaluate the efficacy of its cybersecurity controls and practices. Furthermore, the Company’s cybersecurity program is periodically reviewed and adjusted in an effort to maintain the program’s agility and responsiveness as circumstances evolve, new cybersecurity threats emerge, and regulations change.

As are other businesses, from time to time, we have experienced efforts by unknown persons, including “bots”, to access or breach our information systems, which have been prevented based on measures put in place by the Company. However, there can be no assurance we will be able to protect sensitive data and/or the integrity of the Company's information systems and to defend against such efforts in the future. See Item 1A. “Risk Factors” of this Form 10-K.

Governance

As the head of our cybersecurity team, our CIO reports quarterly on cybersecurity to our Audit Committee, which has primary responsibility for cybersecurity oversight, and also to our full Board and regularly reports to the Chief Executive Officer on such cybersecurity matters. Cybersecurity risk is assessed and tracked as a significant risk faced by the Company and is closely managed along key risk indicators covering security maturity, risk exposure, and security operations. Performance against these indicators is regularly measured and discussed, among other things, in our Board reporting.

The members of our cybersecurity team have risk management backgrounds, certifications, and/or cyber experience in prior professional roles and at the Company. The team maintains expertise on cyber risk management through certified security professionals on staff, external training and affiliations with relevant organizations. Additionally, we regularly engage with third party assessors, consultants, and advisors as needed for reviews and testing of our cybersecurity risk management systems.

We have established a comprehensive incident response and recovery plan to identify, protect, respond to and recover from cybersecurity threats and incidents. The plan includes processes for the activation of the crisis management team (comprised of the Company’s Chief Executive Officer, Chief Financial Officer and General Counsel), incident handling, and prompt and fulsome reporting to the Board upon discovery of a breach that could reasonably be material upon further investigation. Our procedures require reporting up the chain of command, even while materiality assessments are still being determined. In addition, we have pre-negotiated contracts with external third-party incident response providers to guide and assist the internal crisis management team as needed.

Item 2. Properties.

We operate our business from numerous facilities in North America and Asia. These facilities include our headquarters location, administrative offices, telephone call centers and distribution centers. Certain facilities handle multiple functions. All of our facilities are leased.

North America

As of December 31, 2024, we have six primary distribution centers in North America and Canada, which aggregate approximately 2.8 million square feet of space. The Company also has smaller distribution facilities located in North America and Canada. The Company has sublet certain warehouse distribution space in Canada, which aggregates to approximately 127,000 square feet, and office space in Florida of approximately 3,000 square feet.

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Our headquarters, administrative offices and call centers aggregate approximately 221,000 square feet of space.

The Company has one business to business call center and one warehouse from its discontinued NATG business that are sublet. These properties aggregate to approximately 0.4 million square feet of space.

Asia

As of December 31, 2024 we leased three administrative offices in Asia aggregating approximately 17,000 square feet of space.

Please refer to Note 5, Leases, of Notes to Consolidated Financial Statements for additional information about leased properties.

Item 3. Legal Proceedings.

For a description of the Company's legal proceedings, see Note 16, Commitments, Contingencies and Other Matters, of Notes to Consolidated Financial Statements.

Item 4. Mine Safety Disclosures.

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Global Industrial's common stock is traded on the New York Stock Exchange ("NYSE") under the symbol “GIC.”

In February 2025, the Company's Board of Directors declared a regular cash dividend of $0.26 per share to common stock shareholders of record at the close of business on March 10, 2025, payable on March 17, 2025.

Depending in part upon profitability, the strength of our balance sheet, our cash position and the need to retain cash for the development and expansion of our business, we anticipate continuing a regular quarterly dividend in the future, subject to availability limitations under our credit facilities. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition, Liquidity and Capital Resources” and Note 9, Credit Facilities, of Notes to Consolidated Financial Statements.

Information regarding securities authorized for issuance under equity compensation plans relating to the Company’s common stock is set forth in the Company’s Proxy Statement relating to the 2025 Annual Meeting of Stockholders and is incorporated by reference herein.

Purchases of Equity Securities

In July 2018, the Company's Board of Director's approved a share repurchase program with a 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 2024, 2023 and 2022, no shares were repurchased. The maximum number of shares that may yet be purchased under the program total approximately 1,375,000.

Item 6. Reserved

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Overview

Global Industrial Company, through its subsidiaries, is a value-added industrial distributor of hundreds of thousands of industrial and MRO products in North America going to market through a system of branded e-commerce websites and relationship marketers.

Continuing Operations

The Company sells a wide array of industrial and MRO products, which are marketed in North America. 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™, GlobalIndustrial.com™, Nexel™, Paramount™, Interion™ and Absocold™.

Operating Conditions

The North American industrial products market is highly fragmented and we compete against companies in multiple distribution channels. Industrial products distribution is working capital intensive, requiring us to incur significant costs

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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 primary 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.

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.

The Company has elected to omit discussion of the earliest year presented, December 31, 2022, in MD&A. This discussion can be found in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in Form 10-K for the year ended December 31, 2023, filed on March 12, 2024.

Business Outlook

As we enter 2025, we believe we have the right plan in place to build upon the progress of the last year. Initiatives across the business are designed to elevate and highlight Global Industrial’s position as an indispensable business partner, and the value we bring every day to our customers. Investments in key performance areas are designed to strengthen our competitive position, drive operational efficiencies, and help us capture market share.

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Highlights from 2024 vs. 2023

The following discussion of our results of operations and financial condition will provide information that will assist in understanding our financial statements and information about how certain accounting principles and estimates affect the consolidated financial statements. This discussion should be read in conjunction with the consolidated financial statements included herein.

•Consolidated sales increased 3.3% to $1.32 billion in U.S. dollars compared to $1.27 billion last year. Excluding Indoff, sales declined 0.6% as compared to the year ago period and 0.5% on an average daily sales basis*.

•Consolidated gross margin increased to 34.3 % compared to 34.2% last year. Excluding Indoff, gross margin was 36.0% compared to 35.5% in the year ago period.

•Consolidated operating income from continuing operations decreased 16.6% to $80.5 million compared to $96.5 million last year. Excluding Indoff, operating income was $73.9 million, a decrease of 18.6%.

•Net income per diluted share from continuing operations decreased 14.7% to $1.57 compared to $1.84 last year.

*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 253 selling days in the U.S. in 2024 and 2023 and 250 selling days in Canada in 2024 and 2023.

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Results of Operations(1)

Key Performance Indicators (in millions):


	Years Ended December 31,						Change
	2024			2023				2024 vs. 2023
Results of continuing operations:
Consolidated net sales	$	1,315.9		$	1,274.3			3.3	%
Consolidated gross profit	$	452.0		$	435.8			3.7	%
Consolidated gross margin	34.3		%	34.2		%		0.1	%
Consolidated SD&A costs	$	371.5		$	339.3			9.5	%
Consolidated SD&A costs as % of sales	28.2		%	26.6		%		1.6	%
Consolidated operating income	$	80.5		$	96.5			(16.6)	%
Consolidated operating margin from continuing operations:	6.1		%	7.6		%		(1.5)	%
Effective income tax rate	23.9		%	25.7		%		(1.8)	%
Net income from continuing operations	$	60.7		$	70.7			(14.1)	%
Net margin from continuing operations	4.6		%	5.5		%		(0.9)	%
Net income from discontinued operations, net of tax	$	0.3		$	0.0			NM

NM=not meaningful


			1			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 are described as if they ended on the last day of the respective calendar month. Fiscal years 2024 and 2023 ended on December 28, 2024 and December 30, 2023, respectively. The fiscal years ended 2024 and 2023 included 52 weeks.

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

NET SALES

The Company's net sales increased 3.3% to $1.32 billion compared to $1.27 billion in 2023, benefiting from last year's Indoff acquisition on May 19, 2023 and strong top line growth in the first half of 2024. As we continued through the year, results softened as we experienced continued weakness in our core small and medium business customer base. Excluding sales contributed by Indoff, full year and average daily sales decreased 0.6% and 0.5%, respectively, compared to prior year. U.S. sales, including Indoff, increased 3.5% compared to the full year of 2023 and Canada sales declined 1.0%. Canada sales increased 0.4% in local currency in 2024.

There were 253 selling days in the U.S. in 2024 and 2023 and 250 selling days in Canada in 2024 and 2023.

GROSS MARGIN

Gross margin is dependent on variables such as product mix including sourcing and category, 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, inventory valuation and obsolescence and other variables, any or all of which may result in fluctuations in gross margin.

Gross margin was 34.3% compared to 34.2% in the prior year, a 10 basis point improvement. Excluding Indoff, gross margin was 36.0%, a 50 basis points improvement compared to prior year. The year over year improvement was primarily the result of modest price actions taken throughout the year to offset both the increased costs of inbound ocean transportation, as well as, higher parcel fulfillment costs. In the prior year, the Company's margin reflected a nearly 40 basis point benefit in the fourth quarter of 2023 and 10 point basis benefit in fiscal year 2023, respectively, from a one-time settlement with a former less-than-truckload ("LTL") freight partner.

Management of our margin profile remains a key focus for the Company. Performance will continue to reflect the impact of proactive promotion and freight actions as part of our competitive pricing initiatives, and ocean freight costs, which remain volatile and elevated. Consolidated gross margin will continue to also be impacted by Indoff's lower gross margin profile. The Company may also experience margin variability in future periods due to the current economic environment, inflationary pressures and historical seasonality.

SELLING, DISTRIBUTION AND ADMINISTRATIVE EXPENSES (“SD&A”)

Selling, distribution and administrative expenses totaled $371.5 million and $339.3 million for the years ended December 31, 2024 and 2023, respectively.

SD&A costs as a percentage of sales increased approximately 160 basis points in 2024 compared to 2023. This increase reflects the impact of the planned investment in key sales and marketing growth initiatives, which generated negative leverage due to the soft customer demand environment, increased audit and consulting costs related to the remediation of certain IT general controls, increased healthcare costs, as well as, the full year's inclusion of Indoff costs. Cost increases include planned net marketing spend of approximately $10.5 million, which includes significant cost per click ("CPC") inflation, and a full year of inclusion of Indoff expenses of approximately $11.7 million compared to prior year. These increased Indoff cost inclusions related primarily to compensation and related costs of approximately $8.1 million, of which $5.1 million was for sales commissions and $1.1 million was for intangible asset amortization. Additional cost increases included total compensation and related costs of approximately $5.8 million and increased audit and consulting costs related to the remediation of certain IT general controls of approximately $2.0 million. The $5.8 million of increased compensation and related costs are attributed to approximately $3.2 million of increased salaries, approximately $0.5 million of increased variable compensation and approximately $1.6 million of increased healthcare costs offset by approximately $1.1 million in cost savings related to lower workers compensation claims in 2024. The Company also incurred approximately $0.7 million of recruitment costs associated with our CEO search.

OPERATING MARGIN

The Company's operating margin declined 150 basis points in 2024 compared to 2023, driven by the soft customer demand experienced in the second half of the year, proactive promotion and freight actions and planned investments in key growth initiatives.

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INTEREST AND OTHER EXPENSE, NET

Interest and other expense, net from continuing operations was $0.2 million for 2024 and $1.1 million for 2023. In 2023, these expenses reflect the outstanding loan balance, utilized to partially fund the Indoff acquisition in May 2023, which were repaid in the third quarter of 2023. The Company also recorded foreign exchange losses of approximately $0.5 million in 2024 and $0.2 million in 2023.

INCOME TAXES

The Company recorded net tax expense in continuing operations for 2024 of $19.1 million, or 23.9%. Tax expense from continuing operations was primarily the result of pretax income in the U.S. and India operations, including tax expense for certain U.S. states. The tax rate in 2024 benefited from the reversal of previously non-deductible executive stock compensation of approximately $1.1 million related the departure of the CEO in August 2024.

The Company recorded net tax expense in continuing operations for 2023 of $24.5 million, or 25.7%. Tax expense from continuing operations was primarily the result of pretax income in the U.S. and India operations, including tax expense for certain U.S. states. Non-deductible expenses, including executive compensation, was approximately $2.5 million. The increase in the tax rate in 2023 as compared to 2022 is attributed to higher foreign taxable net income inclusion in the U.S. and additional state tax expense resulting from the acquisition of Indoff.

Financial Condition, Liquidity and Capital Resources

Selected liquidity data (in millions):


	December 31,
	2024		2023		$ Change
Cash and cash equivalents	$	44.6	$	34.4	$	10.2
Accounts receivable, net	$	126.5	$	130.7	$	(4.2)
Inventories	$	167.1	$	150.8	$	16.3
Prepaid expenses and other current assets	$	14.4	$	13.9	$	0.5
Accounts payable	$	106.5	$	111.0	$	(4.5)

Accrued expenses and other current liabilities	$	47.8	$	49.1	$	(1.3)

Operating lease liabilities	$	14.1	$	14.1	$	0.0
Working capital	$	184.2	$	155.6	$	28.6

Historical Cash Flows


	Year Ended December 31,
	2024		2023
Net cash provided by operating activities from continuing operations	$	50.4	$	112.0
Net cash provided by operating activities from discontinued operations	$	0.3	$	0.0
Net cash used in investing activities from continuing operations	$	(3.8)	$	(76.2)

Net cash used in financing activities from continuing operations	$	(36.7)	$	(29.7)

Effects of exchange rates on cash	$	0.0	$	(0.2)
Net increase in cash and cash equivalents	$	10.2	$	5.9

Our primary liquidity needs are to support working capital requirements in our business, funding recently declared 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 new web platform, continuing investment in sales, marketing, merchandising, customer service and upgrading our distribution footprint and funding acquisitions. We currently believe that current cash on hand, cash flow from operations and our availability under our

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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 $28.6 million primarily related to higher cash and inventory balances, lower accounts payable, accrued expenses and other current liabilities balances offset by lower accounts receivable balances. Accounts receivable days outstanding were 37.7 in 2024 compared to 37.3 in 2023. Inventory turns were 5.2 in 2024 compared to 5.3 in 2023 and accounts payable days outstanding were 48.4 in 2024 compared to 50.0 in 2023. 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 $50.7 million attributable to cash generated from net income adjusted by other non-cash items which provided $72.7 million in 2024 compared to $85.3 million provided in 2023. This decrease is primarily the result of lower income in 2024 offset by increased depreciation and amortization expenses. In addition, changes in our working capital accounts used $22.3 million in 2024 compared to $26.7 million provided in 2023, primarily the result of changes in inventory and accounts payable balances. Net cash provided by operating activities from discontinued operations was $0.3 million in 2024 and 0.0 million in 2023.

Investing Activities

Net cash used in investing activities totaled $3.8 million and $76.2 million for 2024 and 2023 respectively In 2024, investing activities was used for warehouse machinery and equipment for distribution facilities, leasehold improvements and computer equipment upgrades. In 2023, $72.6 million was used for the purchase of Indoff, offset by $0.3 million of cash acquired, with the balance of $3.9 million used for warehouse machinery and equipment for our U.S. warehouses and new Canadian distribution center, leasehold improvements, computer equipment upgrades and molds.

Financing Activities

Net cash used in financing activities was $36.7 million in 2024 and $29.7 million in 2023. In 2024, net cash used in financing activities primarily related to the regular quarterly dividend of $0.25 per common share which totaled $38.4 million. Offsetting these payments were proceeds of $1.8 million from the issuance of common stock from stock option exercises, offset by payments for payroll taxes through shares withheld, which totaled approximately $1.6 million and proceeds of $1.5 million from the issuance of common stock from our employee stock purchase plan. In 2023, net cash used in financing activities primarily related to the regular quarterly dividend of $0.20 per common share which totaled $30.6 million and net repayments of short-term borrowings of $0.6 million. Offsetting these payments, were net proceeds of $0.1 million from the issuance of common stock from stock option exercises, net of payments for payroll taxes through shares withheld of approximately $0.5 million and proceeds of $1.4 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, which has a five year term, maturing on October 19, 2026 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 December 31, 2024, eligible collateral under the credit agreement was $125.0 million, total availability was $122.2 million, total outstanding letters of credit was $1.7 million, total excess availability was $120.5 million and there were no outstanding borrowings. The Company was in compliance with all of the covenants of the credit agreement in place as of December 31, 2024.

Levels of earnings and cash flows are dependent on factors such as consolidated gross margin and selling, distribution and administrative costs, product mix and relative levels of domestic and foreign sales. Unusual gains or expense items, such as

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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, cash flow from operations and borrowing under our current credit facility. In 2025 we anticipate capital expenditures to be in the range of $2.0 to $3.0 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 and 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 maintain our cash and cash equivalents in money market funds or their equivalent that have maturities of less than three months and in non-interest bearing accounts that partially offset banking fees. As of December 31, 2024, 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 December 31, 2024 cash balances held in foreign subsidiaries totaled approximately $4.6 million. These balances are held in local country banks and are held primarily to support local working capital needs. The Company had in excess of $160 million of liquidity (cash and an undrawn line of credit) in the U.S. as of December 31, 2024.

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 December 31, 2024 we were obligated for approximately $83.1 million under these non-cancelable operating leases. In 2025 we anticipate cash expenditures of approximately $18.4 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. As of December 31, 2024 we were obligated for approximately $34.0 million under these commitments. In 2025 we anticipate cash expenditures of approximately $10.5 million related to these commitments. In addition to the previously mentioned commitments, we had $1.7 million of standby letters of credit outstanding as of December 31, 2024.

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 consolidated financial statements.

Tax contingencies are related to uncertain tax positions taken on income tax returns that may result in additional tax, interest and penalties being paid to taxing authorities. As of December 31, 2024, the Company had no material uncertain tax positions.

Critical Accounting Policies and Estimates

Our significant accounting policies are described in Note 1, Basis of Presentation, of Notes to Consolidated Financial Statements included in Item 15 of this 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 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. We identify below a number of policies that entail

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significant judgments or estimates, the assumptions and/or judgments used to determine those estimates and the potential effects on reported financial results if actual results differ materially from these estimates.

Revenue Recognition

The Company recognizes revenue from contracts with its customers utilizing the following steps:

•Identifying the contract with the customer

▪Identifying the performance obligations under the contract

▪Determining the transaction price

▪Allocating transaction price to performance obligations, if necessary

▪Recognizing revenue as performance obligations are satisfied

The Company's invoice, and the terms and conditions of sale contained therein, constitutes the evidence of an arrangement and is a contract with the customer. The performance obligations are generally delivery of the products listed on the invoice and the transaction price for each product is listed. Allocation of transaction price is generally not needed. Performance obligations are satisfied, and revenue is recognized upon the shipment of goods from one of the Company’s distribution centers or drop shippers for most contracts or in certain cases revenue will be recognized upon delivery and acceptance by the customer. Customer acceptance occurs when the customer accepts the shipment. The Company's standard terms, provided on its invoices as well as on its websites, are included in communications with the customer and have standard payment terms of 30 days. Certain customers may have extended payment terms that have been pre-approved by the Company's credit department, but generally none extend longer than 90 days.

Provisions for sales returns and allowances are estimated based on historical data and are recorded concurrently with the recognition of revenue. These provisions are reviewed and adjusted periodically by the Company. Revenue is presented net of sales taxes collected from customers and remitted to government authorities. Revenue is reduced for any early payment discounts or volume incentive rebates offered to customers.

The Company’s revenue is shown as “Net sales” in the accompanying Consolidated Statements of Operations and is measured as the determined transaction price, net of any variable consideration consisting primarily of rights to return product. The Company has elected to treat shipping and handling revenues as activities to fulfill its performance obligation. Billings for freight and shipping and handling are recorded in net sales and costs of freight and shipping and handling are recorded in cost of sales in the accompanying Consolidated Statements of Operations.

The Company will record a contract liability in cases where customers pay in advance of the Company satisfying its performance obligation which typically occurs within a year of receipt. The Company had approximately $4.1 million of contract liabilities as of December 31, 2024 and $3.3 million as of December 31, 2023.

The Company offers customers rights to return product within a certain time, usually 30 days. The Company estimates its sales returns liability quarterly based upon its historical returns rates as a percentage of historical sales for the trailing twelve-month period. The total accrued sales returns liability was approximately $1.9 million at December 31, 2024 and $2.1 million at December 31, 2023, and was recorded as a refund liability in Accrued expenses and other current liabilities in the accompanying Consolidated Balance Sheets.

Inventory Valuation

We value our inventories at the lower of cost or net realizable value; cost being determined on the first-in, first-out method or average cost method. Excess and obsolete or unmarketable merchandise are written down based on historical experience, assumptions about future product demand and market conditions. If market conditions are less favorable than projected or if technological developments result in accelerated obsolescence, additional write-downs may be required. While obsolescence and resultant markdowns have been within expectations, there can be no guarantee that we will continue to experience the same level of markdowns we have in the past. The Company estimates the net realizable value of its inventory by considering factors such as inventory levels, historical write-off information, market conditions, estimated direct selling costs and physical condition of the inventory.

Our inventory reserve estimates for the years ended December 31, 2024 and 2023 were not materially different than our actual experience. However, if in the future our estimates are materially different than our actual experience, we could have a material loss adjustment.

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Business Combinations

We follow ASC 805, Business Combinations, for our acquisition accounting. ASC 805 provides a framework for entities to use in evaluating whether an integrated set of assets and activities should be accounted for as an acquisition of a business or a group of assets. If the transaction is an acquisition of a business then the fair value of the transaction is used to establish a new accounting basis of the acquired entity. The acquirer recognizes and measures the assets acquired and liabilities assumed at their full fair values as of the date control is obtained.

On May 19, 2023 the Company acquired 100% of the outstanding equity interests of Indoff, a business-to-business direct marketer of material handling products, commercial interiors and business products with operations in North America, for approximately $72.6 million in cash. The transaction was accounted for using the acquisition method of accounting and the fair value of the transaction was used to establish a new accounting basis of Indoff. The Company recognized and measured the assets acquired and liabilities assumed at their full fair values as of the date of the acquisition.

The purchase price of Indoff was allocated between the net tangible assets acquired and the identified intangible assets, customer lists and trademarks, with the residual of the purchase price recorded as goodwill. Estimates were used in determining the fair value of the customer lists and trademarks. The significant assumptions used to estimate the fair value of the acquired intangible assets include projected revenue growth rates, customer retention rates, weighted average cost of capital rate, pretax earnings and resulting discounted cash flows. These assumptions are forward-looking and could be impacted by future business activity and market conditions. If in the future our estimates are determined to be materially different than our actual experience and these differences result in us failing to achieve projected results, we could have a material impairment of our intangible assets and/or goodwill.

Recent Accounting Pronouncements

For information about recent accounting pronouncements, see Note 2, Summary of Significant Accounting Policies, of Notes to Consolidated Financial Statements included in Part II, Item 8, Financial Statements and Supplemental Data, of this Annual Report on Form 10-K.

Item 7A. 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 located 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. Sales would have fluctuated by approximately $6.7 million and pretax income would have changed by approximately $0.1 million if average foreign exchange rates changed by 10% in 2024. 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 December 31, 2024 we had no outstanding 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 December 31, 2024, 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 over the next fiscal year.

Item 8. Financial Statements and Supplementary Data.

The information required by Item 8 of Part II is incorporated herein by reference to the Consolidated Financial Statements filed with this report; see Item 15 of Part IV.

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

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Item 9A. 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 December 31, 2024. Based on the evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2024. This conclusion is due to material weaknesses identified in the design and operation of certain key Information Technology General Controls ("ITGCs"). These weaknesses are described below and represent a continuation of the initial material weaknesses identified in Management’s evaluation of the control environment of the core Global Industrial business as of December 31, 2023. Additionally, Management’s evaluation and assessment of the control environment within Indoff LLC, identified in the second quarter of 2024, contributed to this conclusion.

However, giving full consideration to the material weaknesses, the control deficiencies did not result in any identified misstatements, and the Company's management believes the consolidated financial statements included in this Annual Report on Form 10-K present fairly, 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.

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. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the 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). Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that these controls were not effective as of December 31, 2024, due to material weaknesses in the design and operation of certain key Information Technology General Controls (“ITGCs”) within both Global Industrial and Indoff businesses. 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 noted above, management has concluded that our consolidated financial statements and related notes thereto included in this Annual 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 report. Additional detail on the nature of the material weaknesses, and managements conclusions can be found below.

Inadequate Information Technology General Controls and Business Process Controls

Previously Reported Material Weaknesses

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As reported in Part II, Item 9A. “Controls and Procedures” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, we have identified material weaknesses in the design and operation of IT general controls ("ITGCs") related to our key accounting, reporting, and proprietary information technology ("IT") systems, including related IT tools supporting the Company’s financial reporting processes and controls performed by the Company in support of the SOC1’s for those applications, supported by third-party service organizations. These conclusions also resulted in the corresponding automated and IT dependent manual business process controls that rely on these systems to be ineffective. Additionally, as reported in our second quarter of 2024 Form 10-Q, the Company completed its assessment of the internal controls over financial reporting of the Indoff LLC business. As anticipated, given the private company nature of the acquired business, management has concluded that the design and operation of Indoff’s IT general controls, as well as the corresponding automated and IT dependent manual business process controls relying on said IT systems, were also ineffective, resulting in a material weakness.

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, 2024, and issued an adverse report on the effectiveness of our internal control over financial reporting for the period ending December 31 2024, as stated in its report, which is included herein.

As a result of the identification of the material weaknesses, and prior to filing this Annual Report, along with our auditors, we performed further analysis and completed additional procedures intended to ensure our consolidated financial statements for the years ended December 31, 2024, 2023, and 2022 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 Annual 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 Annual 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 Annual Report. In addition, Ernst & Young LLP has issued an unqualified opinion on our financial statements, which is included in Part IV of this Annual Report, and 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 2024, the Company made substantial progress in its efforts to remediate the design and operating effectiveness of its control environment, however, this effort remains ongoing. The Company continues to implement changes to the design, implementation, and monitoring of ITGCs in the areas of IT operations, user access, and change management for applications supporting all of the Company’s financial statement preparation and reporting processes, including those of Indoff, to ensure that internal controls are designed and operating effectively. Our remediation plans have included:

•Engaging an expert accounting advisory firm to evaluate the design of our controls as well as to assist with the documentation, remediation, and testing of the ITGCs over financial reporting based on the criteria established in Internal Control – Integrated Framework (2013) issued by the Treadway Commission

•Training of relevant personnel on the design and operation of our ITGCs over financial reporting

•Implementation of controls that increase the frequency of periodic re-evaluation of user access privileges, including administrative access

•Implementation of technology solutions to organize and streamline the administration supporting the Control Framework as well as technology to enhance user and logical access controls

•Adoption of the principles of limited access rights and access for all system users as well as the rationalization of access privileges for all system users and critical transactions, based on job responsibilities considering segregation of duties

Management has made significant progress in enhancing the Company’s IT general controls to remediate the IT general control material weakness. In fiscal year 2024, with the oversight of the Audit Committee of our Board of Directors, we commenced remediation efforts to address the material weaknesses and enhance our control environment, including our IT general controls over financial reporting. As part of our continued enhancement, we hired additional key IT compliance personnel and a third-party accounting advisory firm with appropriate internal control expertise, experience, and training commensurate with our technical requirements. Management worked with the accounting advisory firm to revise its Risk and Control Matrix (RACM),

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as it relates to its IT General Controls, to align a robust control environment to the inherent risks in the business. This included designing the control framework at a more granular level and specifically identifying each attribute necessary to address such risk. Key control owners, compliance staff, and other necessary stakeholders were trained on the enhanced procedures necessary to achieve an effective control environment. Management also implemented a compliance tool to effectively manage the IT general control program. In addition, management is implementing an Identity Access Management ("IAM") platform to enhance user and logical access management and compliance, including segregation of duties ("SOD") features.

As we progress through these remediation efforts, management is actively involved in ongoing assessments and reviews, with oversight from the audit committee of our Board of Directors. Whenever additional enhancements are needed to further improve the control environment and address material weaknesses, we perform assessments to determine their overall impact.

We believe that these actions, collectively, will remediate the material weaknesses identified. However, we will not be able to conclude that we have completely remediated the material weaknesses until the applicable controls are fully implemented and operated for a sufficient period of time and management has concluded, through formal testing, that the remediated controls are operating effectively. We will continue to monitor the design and effectiveness of these and other processes, procedures, and controls and will make any further changes management deems appropriate.

Changes in Internal Control Over Financial Reporting

Other than the ongoing remediation plans described above, there were no changes in the Company’s internal control over financial reporting that occurred during the quarter ending December 31, 2024 that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

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Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Global Industrial Company

Opinion on Internal Control over Financial Reporting

We have audited Global Industrial Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) ("the COSO criteria"). In our opinion, because of the effect of the material weaknesses described below on the achievement of the objectives of the control criteria, Global Industrial Company (the Company) has not maintained effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses have been identified and included in management’s assessment. Management has identified material weaknesses related to the ineffective design and operation of information technology (“IT”) general controls for IT applications supporting the Company’s internal control over financial reporting processes, including those processes at its Indoff LLC business. Consequently, automated and IT dependent manual business process controls that rely upon information from the IT systems were also deemed ineffective.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes. These material weaknesses were considered in determining the nature, timing and extent of audit tests applied in our audit of the 2024 consolidated financial statements, and this report does not affect our report dated February 26, 2025, which expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) 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 financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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/s/ Ernst & Young LLP

New York, New York
February 26, 2025

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Item 9B. Other Information.

During the three months ended December 31, 2024, 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".

Item 9C. Disclosures Regarding Foreign Jurisdictions that Prevent Inspections.

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The information required by Item 10 of Part III is hereby incorporated by reference to the Company’s Proxy Statement for the 2025 Annual Meeting of Stockholders (the “Proxy Statement”).

We have adopted a Corporate Ethics Policy that applies to our principal executive officer, principal financial officer and principal accounting officer. Any amendments to the Corporate Ethics Policy or any grant of a waiver from the provisions of the Corporate Ethics Policy requiring disclosure under applicable Securities and Exchange Commission rules will be disclosed on the Company’s website.

Item 11. Executive Compensation.

The information required by Item 11 of Part III is hereby incorporated by reference to the Proxy Statement.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by item 12 of Part III is hereby incorporated by reference to the Proxy Statement.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by Item 13 of Part III is hereby incorporated by reference to the Proxy Statement.

Item 14. Principal Accounting Fees and Services.

The information required by Item 14 of Part III is hereby incorporated by reference to the Proxy Statement.

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PART IV

Item 15. Exhibits and Financial Statement Schedules.


(a) 1.	Consolidated Financial Statements of Global Industrial Company		Reference
	Report of Ernst & Young LLP Independent Registered Public Accounting Firm	PCAOB ID: 42	41
	Consolidated Balance Sheets as of December 31, 202 4 and 2 023		43
	Consolidated Statements of Operations for the years ended December 31, 202 4 , 202 3 and 20 22		44
	Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 202 4 , 202 3 and 202 2		45
	Consolidated Statements of Cash Flows for the years ended December 31, 202 4 , 202 3 and 202 2		46
	Consolidated Statements of Shareholders’ Equity for the years ended December 31, 202 4 , 202 3 and 202 2		48
	Notes to Consolidated Financial Statements		49

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Item 15. Exhibits and Financial Statement Schedules.


3	Exhibits.

	Exhibit No.	Description
	3.1	Certificate of Incorporation of the Company (incorporated by reference to the Company's registration statement on Form S-1) (Registration No. 33-92052).
	3.2	Certificate of Amendment of Certificate of Incorporation of the Company (incorporated by reference to the Company’s report on Form 8-K dated May 18, 1999).
	3.3	Certificate of Amendment of Certificate of Incorporation (incorporated by reference to the Company’s report on Form 8-K dated June 21, 2021).
	3.4	Second Amended and Restated By-laws of the Company (effective as of June 21, 2021 (incorporated by reference to the Company’s report on Form 8-K dated June 21, 2021).
	4.1	Stockholders Agreement (incorporated by reference to the Company’s quarterly report on Form 10-Q for the quarterly period ended September 30, 1995).
	4.2	Description of Registrant's Securities (incorporated by reference to the Company's annual report on Form 10-K for the year ended December 31, 2021).
	10.1*	Form of 2010 Long Term Incentive Plan (incorporated by reference to the Company’s Definitive Proxy Statement filed April 29, 2010).
	10.2*	Amendment to the Term of the 2010 Long Term Incentive Plan (incorporated by reference to the Company’s Supplemental Proxy Material filed May 18, 2015).
	10.3*	Form of Employee Stock Purchase Plan (incorporated by reference to the Company’s Definitive Proxy Statement filed November 2, 2018).
	10.4*	Form of 2020 Omnibus Long-Term Incentive Plan (incorporated by reference to the Company’s Definitive Proxy Statement filed April 22, 2020).
	10.5*	Form of Performance-Based Restricted Stock Unit Agreement under the Global Industrial Company 2020 Omnibus Long Term Incentive Plan (incorporated by reference to the Company’s annual report on Form 10-K for the year ended December 31, 2023).
	10.6*	Form of Time-Based Restricted Stock Unit Agreement under the Global Industrial Company 2020 Omnibus Long Term Incentive Plan (incorporated by reference to the Company’s annual report on Form 10-K for the year ended December 31, 2023).
	10.7*	Form of Non-Qualified Option to Purchase under the Global Industrial Company 2020 Omnibus Long Term Incentive Plan (incorporated by reference to the Company’s annual report on Form 10-K for the year ended December 31, 2023).
	10.8*	Employment Agreement, dated February 7, 2025, between the Company and Anesa Chaibi (filed herewith).
	10.9*	Employment Agreement, dated October 12, 2021, between the Company and Adina Storch (incorporated by reference to the Company’s quarterly report on Form 10-Q for the quarterly period ended September 30, 2021).
	10.11*	Amendment No. 1, dated December 2, 2021, to the Employment Agreement, between the Company and Adina Storch (incorporated by reference to the Company's annual report on Form 10-K for the year ended December 31, 2021).
	10.12*	Amendment No. 2, dated July 31, 2024, to the Employment Agreement, between the Company and Adina Storch (incorporated by reference to the Company's quarterly report on Form 10-Q Q for the quarterly period ended September 30, 2024).
	10.13	Amended and Restated Lease dated December 14, 2016, by and between Addwin Realty Associates, LLC (landlord) and Global Equipment Company Inc. (tenant) (Port Washington, NY facility) (incorporated by reference to the Company’s report on Form 8-K dated December 16, 2016).
	10.14	Third Amended and Restated Credit Agreement dated as of October 28, 2016, by and among the Company and certain affiliates thereof and JPMorgan Chase Bank, N.A., as Administrative Agent, Sole Bookrunner and Sole Lead Arranger, and the lenders from time to time party thereto (incorporated by reference to the Company’s report on Form 8-K dated November 3, 2016).
	10.15	Amendment No. 1, dated as of October 19, 2021, to the Third Amended and Restated Credit Agreement by and among the Company and certain affiliates thereof, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Sole Bookrunner and Sole Lead Arranger, and the lenders from time to time party thereto (incorporated by reference to the Company’s quarterly report on Form 10-Q for the quarterly period ended September 30, 2021).

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			10.16						Amendment No. 2, dated as of June 28, 2022, to the Third Amended and Restated Credit Agreement by and among Global Industrial Company (f/k/a Systemax Inc.) and certain affiliates thereof, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Sole Bookrunner and Sole Lead Arranger, and the lenders from time to time party thereto (incorporated by reference to the Company’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2022).
			10.17						Amendment No. 3, dated as of November 29, 2022, to the Third Amended and Restated Credit Agreement by and among Global Industrial Company (f/k/a Systemax Inc.) and certain affiliates thereof, JPMorgan Chase Bank, N.A., as Administrative Agent, Sole Bookrunner and Sole Lead Arranger, and the lenders from time to time party thereto. (incorporated by reference to the Company’s report on Form 8-K dated November 29, 2022).
			10.18						Third Amended and Restated Pledge and Security Agreement dated as of October 28, 2016, by and among the Company and certain affiliates thereof and JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the lenders party to the Third Amended and Restated Credit Agreement (incorporated by reference to the Company’s report on Form 8-K dated November 3, 2016).
			10.19						Securities Purchase Agreement, dated as of May 19, 2023, by and among GIH Holdings Inc., Indoff Holdings, Inc., John Spreck Ross, as trustee of the Trust Agreement of John Spreck Ross dated 7/31/75, John S. Ross, Jr., Laura Ross Greiner, Jeffrey J. Ross, and Margaret Ross McDonough, as trustees of the Ross Family Irrevocable Trust No. 4 dated 11/23/2017, John Spreck Ross and Jeffrey J. Ross (incorporated by reference to the Company’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2023).
			1 9						Insider Trading Policy (filed herewith).
			21						Subsidiaries of the Registrant (filed herewith).
			23						Consent of Independent Registered Public Accounting Firm (filed herewith).
			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(1)						Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
			32.2(1)						Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
			97						Global Industrial Company Clawback Policy, effective as of October 2, 2023 (incorporated by reference to the Company’s annual report on Form 10-K for the year ended December 31, 2023).
			101.INS						XBRL Instance Document
			101.SCH						XBRL Taxonomy Extension Schema Document
			101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document
			101.DEF						XBRL Taxonomy Extension Definition Linkbase Document
			101.LAB						XBRL Taxonomy Extension Label Linkbase Document
			101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document
			104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*Management contract or compensatory plan or arrangement.

(1) This exhibit should not be deemed to be “filed” for purposes of Section 18 of the Exchange Act.

Item 16. Form 10-K Summary.

None.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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

			By: /s/ ANESA CHAIBI

			Anesa Chaibi
			Chief Executive Officer

			Date: February 26, 2025

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature

Title

Date

/s/ RICHARD B. LEEDS

Executive Chairman and Director

February 26, 2025

Richard B. Leeds

/s/ BRUCE LEEDS

Vice Chairman and Director

February 26, 2025

Bruce Leeds

/s/ ROBERT LEEDS

Vice Chairman and Director

February 26, 2025

Robert Leeds

/s/ ANESA CHAIBI

Chief Executive Officer

February 26, 2025

Anesa Chaibi

and Director

(Principal Executive Officer)

/s/ THOMAS CLARK

Senior Vice President and Chief Financial Officer

February 26, 2025

Thomas Clark

(Principal Financial Officer)

/s/ THOMAS AXMACHER

Vice President and Controller

February 26, 2025

Thomas Axmacher

(Principal Accounting Officer)

/s/ ROBERT D. ROSENTHAL

Director

February 26, 2025

Robert D. Rosenthal

/s/ CHAD M. LINDBLOOM

Director

February 26, 2025

Chad M. Lindbloom

/s/ GARY S. MICHEL

Director

February 26, 2025

Gary S. Michel

/s/ PAUL S. PEARLMAN

Director

February 26, 2025

Paul S. Pearlman

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Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Global Industrial Company

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Global Industrial Company (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 26, 2025 expressed an adverse opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosure to which it relates.

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			Inventory Valuation
Description of the Matter			As of December 31, 2024, the Company’s net inventory balance was $167.1 million. As described in Note 2 to the consolidated financial statements, management records inventory at the lower of its cost or net realizable value. The valuation of inventory requires management to make assumptions and judgments about the recoverability of the inventory. To determine the net realizable value of the Company’s inventory, management considers factors such as market conditions, inventory levels and assumptions regarding future demand and direct selling costs. Auditing the Company’s assessment of the net realizable value of its inventory was complex as auditor judgment was necessary in evaluating the valuation based on the assumptions described above.
How We Addressed the Matter in Our Audit			We obtained an understanding and evaluated the design effectiveness of controls over the inventory valuation process, including controls over the assumptions described above, that are used in management’s assessment of the net realizable value of the Company’s inventory. Our audit procedures to test the valuation of the Company’s inventory included, among others, evaluating the appropriateness of management’s inputs to the net realizable value assessment, including testing the completeness and accuracy of the data used in management’s calculation such as product costs, direct selling costs, market prices and inventory levels for each product. To evaluate management’s ability to accurately estimate the valuation of inventory, we compared current market prices to the assumptions used in the inventory valuation estimated by management in prior years. We also tested the mathematical accuracy of the Company’s calculation and performed inquiries of the Company’s management to evaluate the Company’s estimate.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2005.

New York, New York

February 26, 2025

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GLOBAL INDUSTRIAL COMPANY

CONSOLIDATED BALANCE SHEETS

(in millions, except for share data)


	December 31,
	2024		2023
ASSETS:
Current assets:
Cash and cash equivalents	$	44.6	$	34.4
Accounts receivable, (net of allowance for credit losses of $2.8 and $2.9, respectively)	126.5		130.7
Inventories	167.1		150.8
Prepaid expenses and other current assets	14.4		13.9

Total current assets	352.6		329.8

Property, plant and equipment, net	19.1		20.0
Operating lease right-of-use assets	72.7		84.4
Deferred income taxes	8.1		7.9
Goodwill and intangibles	65.7		69.3
Other assets	2.5		2.0

Total assets	$	520.7	$	513.4

LIABILITIES AND SHAREHOLDERS’ EQUITY:
Current liabilities:
Accounts payable	$	106.5	$	111.0

Accrued expenses and other current liabilities	47.8		49.1

Operating lease liabilities	14.1		14.1
Total current liabilities	168.4		$	174.2


Operating lease liabilities	69.0		81.4
Other liabilities	2.2		2.6
Total liabilities	239.6		258.2

Commitments and contingencies

Shareholders’ equity:
Preferred stock, par value $.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 39,178,283 and 39,123,102 shares; outstanding 38,230,328 and 38,074,344 shares	0.4		0.4
Additional paid-in capital	207.5		204.8
Treasury stock at cost —947,955 and 1,048,758 shares	(16.8)		(18.6)
Retained earnings	88.6		66.0
Accumulated other comprehensive income	1.4		2.6
Total shareholders’ equity	281.1		255.2
Total liabilities and shareholders’ equity	$	520.7	$	513.4

See Notes to Consolidated Financial Statements.

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GLOBAL INDUSTRIAL COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share data)


	Year Ended December 31,
	2024		2023		2022
Net sales	$	1,315.9	1,274.3		$	1,166.1
Cost of sales	863.9		838.5		744.9
Gross profit	452.0		435.8		421.2
Selling, distribution and administrative expenses	371.5		339.3		316.0

Operating income from continuing operations	80.5		96.5		105.2
Foreign currency exchange loss	0.5		0.2		0.3
Interest and other expense	0.2		1.1		1.1
Income from continuing operations before income taxes	79.8		95.2		103.8
Provision for income taxes	19.1		24.5		25.7
Net income from continuing operations	60.7		70.7		78.1
Income from discontinued operations, net of tax	0.3		0.0		0.7
Net income	$	61.0	$	70.7	$	78.8

Net income per common share from continuing operations:
Basic	$	1.58	$	1.85	$	2.05
Diluted	$	1.57	$	1.84	$	2.04
Net income per common share from discontinued operations:
Basic	$	0.01	$	0.00	$	0.02
Diluted	$	0.01	$	0.00	$	0.02
Net income per common share:
Basic	$	1.59	$	1.85	$	2.07
Diluted	$	1.58	$	1.84	$	2.06


Weighted average common and common equivalent shares:
Basic	38.3		38.1		38.0
Diluted	38.4		38.2		38.1

Dividends declared	1.00		0.80		0.72

See Notes to Consolidated Financial Statements.

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GLOBAL INDUSTRIAL COMPANY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions)


	Year Ended December 31,
	2024		2023		2022
Net income	61.0		70.7		$	78.8
Other comprehensive income:
Foreign currency translation	(1.2)		0.2		(0.9)
Total comprehensive income	$	59.8	$	70.9	$	77.9

See Notes to Consolidated Financial Statements.

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GLOBAL INDUSTRIAL COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)


	Year Ended December 31,
	2024		2023		2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income from continuing operations	$	60.7	$	70.7	$	78.1
Adjustments to reconcile income from continuing operations to net cash provided by (used in) operating activities:
Depreciation and amortization	7.6		6.4		3.9

(Benefit) provision for deferred income taxes	(0.5)		2.0		0.0
Provision for credit losses	2.1		3.2		1.6
Compensation expense related to equity compensation plans	2.8		3.0		4.5
Gain on dispositions and abandonment	0.0		0.0		(0.1)

Changes in operating assets and liabilities:
Accounts receivable	1.6		(2.6)		(3.3)
Inventories	(17.1)		33.3		(7.0)
Prepaid expenses and other assets	(2.6)		(0.8)		(1.8)
Income taxes	1.7		(1.1)		(7.1)
Accounts payable	(4.0)		1.2		(17.0)
Accrued expenses, other current liabilities and other liabilities	(1.9)		(3.3)		(2.0)
Net cash provided by operating activities from continuing operations	50.4		112.0		49.8
Net cash provided by operating activities from discontinued operations	0.3		0.0		0.4
Net cash provided by operating activities	50.7		112.0		50.2

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment	(3.8)		(3.9)		(7.4)
Proceeds from disposals of property, plant and equipment	0.0		0.0		0.3
Purchase of Indoff LLC, net of cash acquired	0.0		(72.3)		0.0
Net cash used in investing activities from continuing operations	(3.8)		(76.2)		(7.1)



CASH FLOWS FROM FINANCING ACTIVITIES:

Dividends paid	(38.4)		(30.6)		(27.6)
Borrowings under credit facility	0.0		50.6		119.0
Repayments under credit facility	0.0		(51.2)		(122.9)
Proceeds from issuance of common stock	1.8		0.6		0.8
Payment of payroll taxes on stock-based compensation through shares withheld	(1.6)		(0.5)		(0.4)
Proceeds from the issuance of common stock from employee stock purchase plans	1.5		1.4		1.4

Net cash used in financing activities from continuing operations	(36.7)		(29.7)		(29.7)



EFFECTS OF EXCHANGE RATES ON CASH	0.0		(0.2)		(0.3)

NET INCREASE IN CASH	10.2		5.9		13.1
CASH AND CASH EQUIVALENTS – BEGINNING OF YEAR	34.4		28.5		15.4

CASH AND CASH EQUIVALENTS – END OF YEAR	$	44.6	$	34.4	$	28.5


Supplemental disclosures:

Interest paid	$	0.3	$	1.1	$	1.2

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Income taxes paid	$	17.9	$	23.7	$	32.8
Supplemental disclosures of non-cash operating and investing activities:

Right-of-use assets obtained in exchange for lease obligations:
Operating and finance leases	$	4.5	$	6.3	$	34.5

See Notes to Consolidated Financial Statements.

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GLOBAL INDUSTRIAL COMPANY

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(in millions, except share data in thousands)


	Common Stock
	Number of Shares Outstanding	Amount		Additional Paid-in Capital		Treasury Stock, At Cost		Retained (Deficit) Earnings		Accumulated Other Comprehensive Income (Loss)		Total Equity
Balances, December 31, 2021	37,854	$	0.4	$	195.8	$	(20.4)	$	(25.5)	$	3.3	$	153.6
Stock-based compensation expense				4.5								4.5
Issuance of restricted stock	32			(0.6)		0.6						0.0
Stock withheld for employee taxes	(12)					(0.4)						(0.4)
Proceeds from issuance of common stock	34			0.1		0.7						0.8
Dividends								(27.4)				(27.4)

Issuance of shares under employee stock purchase plan	53			1.4								1.4

Change in cumulative translation adjustment										(0.9)		(0.9)
Net income								78.8				78.8
Balances, December 31, 2022	37,961	$	0.4	$	201.2	$	(19.5)	$	25.9	$	2.4	210.4
Stock-based compensation expense				3.0								3.0
Issuance of restricted stock	44			(0.7)		0.7						0.0
Stock withheld for employee taxes	(19)			(0.2)		(0.3)						(0.5)

Proceeds from issuance of common stock	29			0.1		0.5						0.6
Dividends								(30.6)				(30.6)

Issuance of shares under employee stock purchase plan	59			1.4								1.4
Change in cumulative translation adjustment										0.2		0.2
Net income								70.7				70.7
Balances, December 31, 2023	38,074	$	0.4	$	204.8	$	(18.6)	$	66.0	$	2.6	$	255.2
Stock-based compensation expense				2.8								2.8
Issuance of restricted stock	73			(1.3)		1.3						0.0
Stock withheld for employee taxes	(39)			(0.9)		(0.7)						(1.6)

Proceeds from issuance of common stock	67			0.6		1.2						1.8
Dividends								(38.4)				(38.4)

Issuance of shares under employee stock purchase plan	55			1.5								1.5
Change in cumulative translation adjustment										(1.2)		(1.2)
Net income								61.0				61.0
Balances, December 31, 2024	38,230	$	0.4	$	207.5	$	(16.8)	$	88.6	$	1.4	$	281.1

See Notes to Consolidated Financial Statements.

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GLOBAL INDUSTRIAL COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

Global Industrial Company, through its operating subsidiaries (collectively, the “Company” or “Global Industrial”), is a value-added national distributor of hundreds of thousands of industrial and maintenance, repair and operations ("MRO") products in North America going to market through a system of branded e-commerce websites and relationship marketers. The Company operates in three segments that are aggregated into one reportable business segment. The Company sells a wide array of industrial and maintenance, repair and operation 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 products is impractical.

The Company acquired 100% of the outstanding equity interests of Indoff LLC ("Indoff"), a business-to-business direct marketer of material handling products, commercial interior products and business products with operations in North America, on May 19, 2023, for approximately $72.6 million in cash, $5.2 million of which was placed into an escrow account for two years to secure the sellers’ indemnification obligations under the purchase agreement. Under the terms of the escrow agreement the escrow amount was reduced to $2.5 million on the one year anniversary of the closing date. This acquisition expanded the Company's presence in the MRO market in North America. The Indoff accounts are included in the accompanying consolidated financial statements from the date of acquisition.

The Company's discontinued operations include its former North American Technology Group business, which was sold in December 2015 and has been winding down its operations since then. The results of the former North American Technology business are included in discontinued operations in the accompanying consolidated financial statements.

Related Party Transactions

During 2024 and 2023, the Company incurred a de minimis amount of related party transactions other than those disclosed within the leases disclosure.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation — The accompanying consolidated financial statements include the accounts of Global Industrial Company, and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Fiscal Year — The Company’s fiscal year ends at midnight on the Saturday closest to December 31. For clarity of presentation herein, all fiscal years are referred to as if they ended on December 31. The fiscal year is divided into four fiscal quarters that each end at midnight on a Saturday. For clarity of presentation herein, all fiscal quarters are referred to as if they ended on the traditional calendar month. The full year of 2024, 2023 and 2022 included 52 weeks.

Use of Estimates in Financial Statements — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience, current business factors, and various other assumptions that the Company believes are necessary to consider to form a basis for making judgments about the carrying values of assets and liabilities, the recorded amounts of revenue and expenses, and the disclosure of contingent assets and liabilities. The Company is subject to uncertainties such as the impact of future events, economic and political factors, and changes in the Company’s business environment, therefore, actual results could differ from these estimates.

Changes in estimates are made when circumstances warrant. Such changes in estimates and refinements in estimation methodologies are reflected in reported results of operations; if material, the effects of changes in estimates are disclosed in the notes to the consolidated financial statements. Significant estimates and assumptions by management affect the allowance for credit losses, product returns liabilities, inventory reserves, the provision for income taxes and related deferred tax accounts, certain accrued liabilities, revenue recognition, contingencies, goodwill and intangible assets, litigation and related legal accruals.

Foreign Currency Translation — The Company has operations in foreign countries. The functional currency of each foreign country is the local currency. The financial statements of the Company’s foreign entities are translated into U.S. dollars, the

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reporting currency, using year-end exchange rates for assets and liabilities, year to date average exchange rates for the statement of operations items and historical rates for equity accounts. Translation gains or losses are recorded as a separate component of shareholders’ equity.

Cash and cash equivalents — The Company considers amounts held in money market accounts and other short-term investments, including overnight bank deposits, with an original maturity date of three months or less to be cash. Cash overdrafts are classified in accounts payable.

Inventories — Inventories consist primarily of finished goods and are stated at the lower of cost or net realizable value. Cost is determined by using the first-in, first-out method or the average cost method. The Company estimates the net realizable value of its inventory by considering factors such as inventory levels, historical write-off information, market conditions, estimated direct selling costs and physical condition of the inventory.

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 determines if an arrangement is an operating or finance lease at the inception of the lease. The Company has elected not to apply recognition requirements to leases with terms of one year or less. All other leases are recorded on the balance sheet, with Operating lease Right-of-Use ("ROU") assets representing the right to use the underlying asset for the lease term and Operating lease liabilities representing the obligation to make lease payments arising from the lease. The ROU assets and corresponding liabilities are recorded based upon the net present value of the lease payments, discounted using interest rates determined by utilizing such factors as the Company's current credit facility terms, length of the lease term, the Company's expected debt credit rating and comparable company term loan yields. Certain leases may include options to extend the lease, however, the Company is not including any impact of such options in the valuation of its ROU assets or liabilities as they are not probable of being extended. The Company's lease agreements do not contain residual value guarantees or restrictive covenants. The Company has sublease agreements for unused space as well as excess space in facilities we are currently occupying.

The Company’s lease portfolio consists primarily of operating leases which expire at various dates through 2034.

Property, Plant and Equipment — Property, plant and equipment are stated at cost. Furniture, fixtures and equipment are depreciated using the straight-line or accelerated method over their estimated useful lives ranging from three years to fifteen years. Leasehold improvements are amortized over the shorter of the useful lives or the term of the respective leases. During 2024, the Company disposed of property, plant and equipment and accumulated depreciation of $1.6 million. During 2023, the Company disposed of property, plant and equipment and accumulated depreciation of approximately $1.3 million.

Maintenance and repairs are charged to expense as incurred, and improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in the consolidated statement of operations in the period realized.

Evaluation of Long-lived Assets — Long-lived assets are assets used in the Company’s operations and include definite-lived intangible assets, operating lease right of use assets, 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.

Goodwill and Indefinite Lived Intangible Assets — Goodwill represents the excess of the cost of acquired assets over the fair value of the assets acquired. Indefinite lived intangible assets are assets acquired in an acquisition that are non-amortizing. The Company operates in three reporting units and in the fourth quarter of each year, or more frequently if impairment indicators exist, the Company tests goodwill and indefinite-lived intangibles for impairment. The Company performs a qualitative assessment of current circumstances, such as a reporting units' 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 with its fair value. Any excess of the carrying value over fair value is recorded as an impairment loss.

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Income Taxes — The Company accounts for income taxes using the liability method, under which deferred tax assets and liabilities are determined based on the future tax consequences attributable to differences between the financial reporting carrying amounts of existing assets and liabilities and their respective tax basis and tax credit carry forwards and net operating loss carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates that are expected to be in effect when the differences are expected to reverse.

The Company assesses the likelihood that deferred tax assets will be recovered from future taxable income, and a valuation allowance is established when necessary to reduce deferred tax assets to the amounts more likely than not expected to be realized.

In accordance with the guidance for accounting for uncertainty in income taxes the Company recognizes the tax benefits from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefit of an uncertain tax position that meets the more-likely-than-not recognition threshold is measured as the largest amount that is greater than 50% likely to be realized upon settlement with the tax authority. To the extent we prevail in matters for which accruals have been established or are required to pay amounts in excess of accruals, our effective tax rate in a given financial statement period could be affected.

Revenue Recognition and Accounts Receivable — The Company’s revenue is shown as “Net sales” in the accompanying Consolidated Statements of Operations and is measured as the determined transaction price, net of any variable consideration consisting primarily of rights to return product. The Company has elected to treat shipping and handling revenues as activities to fulfill its performance obligation. Billings for freight and shipping and handling are recorded in net sales and costs of freight and shipping and handling are recorded in cost of sales in the accompanying Consolidated Statements of Operations.

The Company offers customers rights to return product within a certain time, usually 30 days. The Company estimates its sales returns liability quarterly based upon its historical return rates as a percentage of historical sales for the trailing twelve-month period. The total accrued sales returns liability was approximately $1.9 million at December 31, 2024 and $2.1 million at December 31, 2023, and was recorded as a refund liability in Accrued expenses and other current liabilities in the accompanying Consolidated Balance Sheets.

Allowance for Credit Losses — The Company’s trade accounts receivable is one portfolio comprised of commercial businesses and public sector organizations operating in the U.S. and to a much 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.

Shipping and Handling Costs — The Company recognizes shipping and handling costs in cost of sales.

Advertising Costs — Expenditures for internet, television, local radio and newspaper advertising are expensed in the period the advertising takes place. Catalog preparation, printing and postage expenditures are amortized over the fiscal year during which the benefits are expected.

Net advertising expenses were $90.6 million, $79.8 million and $72.0 million during 2024, 2023 and 2022, respectively, and are included in the accompanying consolidated statements of operations.

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The Company utilizes advertising programs to drive traffic to its websites, support vendors, including catalogs, internet and magazine advertising, support brand awareness through sports marketing and other upper funnel brand advertising programs, and receives payments and credits from vendors, including consideration pursuant to volume incentive programs and cooperative marketing programs. The Company accounts for consideration from vendors as a reduction of cost of sales unless certain conditions are met showing that the funds are used for specific, incremental, identifiable costs, in which case the consideration is accounted for as a reduction in the related expense category, such as advertising expense.

Net Income Per Common Share — Net income per common share - basic is 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 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.

Employee Benefit Plans — The Company’s U.S. subsidiaries participate in a defined contribution 401(k) plan covering substantially all U.S. employees. Employees may invest 1% or more of their eligible compensation, limited to maximum amounts as determined by the Internal Revenue Service. The Company provides a matching contribution to the plan, determined as a percentage of the employees’ contributions. Aggregate expense to the Company for contributions to the plan was approximately $2.2 million in 2024, $1.9 million in 2023 and $1.5 million in 2022.

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 December 31, 2024 and 2023, 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 of goodwill, non-amortizing intangibles and long-lived assets is measured in connection with the Company’s annual impairment testing as discussed above.

Significant Concentrations — Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and accounts receivable. The Company’s excess cash balances are invested with money center banks. Concentrations of credit risk with respect to accounts receivable are limited due to the large number of customers and their geographic dispersion comprising the Company’s customer base. The Company also performs on-going credit evaluations and maintains allowances for potential losses as warranted.

The Company purchases substantially all of its products and components directly from both large and small manufacturers as well as large wholesale distributors. No supplier accounted for 10% or more of our product purchases in 2024, 2023 and 2022. Most private brand products are manufactured by third parties to our specifications.

Recent Accounting Pronouncements

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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.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures. This ASU requires public entities to disclose its significant segment expense categories and amounts for each reportable segment. A significant segment expense is an expense that is significant to the segment, regularly provided to or easily computed from information regularly provided to the chief operating decision maker ("CODM"), and included in the reported measure of segment profit or loss. The ASU is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024. The Company adopted this standard and it did not have a material impact on the Company's financial position or results of operations.

In December 2023, the FASB issued Accounting Standard Update ("ASU") 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires public business entities to disclose consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. This ASU is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. This ASU should be applied on a prospective basis, but retrospective application 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.

3.CREDIT LOSSES

The following is a rollforward of the allowances for credit losses related to the Company's receivables for the year ended December 31, 2024 and 2023 (in millions):


	December 31,
	2024		2023
Balance at beginning of period	$	2.9	$	2.3
Current period provision	2.1		3.2
Write-offs - trade accounts receivable	(2.2)		(2.6)


Balance at end of period	$	2.8	$	2.9

4.ACQUISITION

The Company acquired 100% of the outstanding equity interests of Indoff, a business-to-business direct marketer of material handling products, commercial interiors and business products with operations in North America, on May 19, 2023 for approximately $72.6 million in cash, $5.2 million of which was placed into an escrow account for two years to secure the sellers’ indemnification obligations under the purchase agreement. Under the terms of the escrow agreement the escrow amount was reduced to $2.5 million on the one year anniversary of the closing date. The acquisition expanded the Company's presence in the industrial products market in North America. The acquisition was accounted for as a business combination using the acquisition method of accounting, which requires, among other things, the assets acquired and the liabilities assumed be recognized at their fair values as of the acquisition date. The fair value assigned to the identified intangible assets acquired were based on assumptions and estimates made by management. The Company acquired in this transaction customer lists and trademark assets that are amortizing over a ten-year period which results in approximately $3.0 million in annual amortization expense. The acquisition was an asset acquisition for tax purposes and as such, the customer lists, trademarks and goodwill resulting from this acquisition will be tax deductible over a fifteen-year period. The Indoff accounts are included in the accompanying consolidated financial statements from the date of acquisition.

The Company prepared a purchase price fair value allocation of the assets acquired and liabilities assumed in the acquisition. The fair value allocation has been finalized. The following table details the fair values as of the acquisition date (in millions):


Purchase price:	$	72.6
Less:
Cash	0.3
Accounts receivable	23.0
Inventories	4.6
Prepaid expenses and other current assets	2.5
Property, plant and equipment	0.3
Operating lease right-of-use assets	0.8
Customer lists	24.1
Trademarks	6.2
Other assets	0.1
Total identifiable assets acquired	$	61.9
Accounts payable	(12.5)
Accrued expenses and other current liabilities	(5.9)
Deferred revenue	(4.2)
Operating lease liabilities	(0.8)
Total identifiable liabilities acquired	$	(23.4)
Net identifiable assets acquired	38.5
Goodwill	$	34.1
Total net assets acquired	$	72.6

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

For the year ended December 31, 2024, Indoff generated revenue and net income of approximately $165.3 million and $5.1 million, respectively.

For the year ended December 31, 2023, Indoff generated revenue and net income of approximately $116.5 million and $4.3 million, respectively.

The Company’s unaudited pro forma revenue and net income for the years ended December 31, 2023 and 2022 below have been prepared as if the Indoff acquisition had occurred on January 1, 2022. The pro forma information reflects certain adjustments related to the acquisition. This information is provided for illustrative purposes and does not purport to be indicative of the actual results that would have been achieved by the Company for the periods presented (in millions):


	Year Ended December 31,
	2023		2022
Net sales	$	1,338.0	$	1,347.5
Net income from continuing operations	$	73.3	$	86.2
Net income per common share, diluted, from continuing operations	$	1.92	$	2.26

Nonrecurring charges directly related to the transaction of approximately $1.1 million, net of tax, have been eliminated from 2023 net income from continuing operations. Results for 2023 include approximately $1.9 million of amortization expense related to the intangible assets acquired.

5.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 first quarter of 2024, the Company recorded an operating right-of-use ("ROU") asset and related lease liability of $0.7 million related to a three year term extension of an existing administrative office location consisting of approximately 16,200 square feet. In the second quarter of 2024, the Company recorded an ROU asset and related lease liability of approximately $0.5 million related to a thirty-seven month term lease of an existing sales office location consisting of approximately 6,600 square feet. In the third quarter of 2024, the Company recorded an ROU asset and related lease liability of approximately $1.4 million related to a five year term lease for administrative offices consisting of approximately 13,000 square feet. In the fourth quarter of 2024, the Company recorded ROU assets and related lease liabilities of approximately $1.9 million related to a ten year term lease for an administrative office consisting of approximately 11,000 square feet, a thirty-nine month term lease for administrative offices consisting of approximately 6,000 square feet and a two year term lease of an existing administrative office location consisting of approximately 4,000 square feet.

The Company's operating and finance lease costs, included in continuing operations, was $17.4 million, $17.0 million and $15.4 million, for the years ended December 31, 2024, 2023 and 2022, respectively.

Information relating to operating leases for continuing and discontinued operations as of December 31, 2024 and 2023:


	Year Ended December 31,
	2024			2023
Weighted Average Remaining Lease Term
Operating leases	6.5 years			7.2 years

Weighted Average Discount Rate
Operating leases	5.4		%	5.4		%

ROU assets obtained in exchange for operating and finance lease obligations	$	4.5		$	6.3

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


Year Ending December 31	Operating Leases
2025	18.4
2026	16.5
2027	12.6
2028	12.1
2029	12.3
Thereafter	28.5
Total lease payments	100.4
Less: interest	(17.3)
Total present value of lease liabilities	$	83.1

The Company currently leases its headquarters office facility from an entity owned by the Company’s principal shareholders. Total rent expense recorded to related parties was $1.0 million in 2024, 2023 and 2022.

The Company has sublease agreements for unused facilities which expire at various dates through 2028. Total sublease income of $4.3 million, $4.1 million and $2.7 million was recorded for the years ended December 31, 2024, 2023 and 2022, respectively. Future rent streams related to sublease agreements consists of $4.0 million to be collected in less than one year, $5.0 million to be collected between one and three years and $0.2 million to be collected between three and five years.

6.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 years ended December 31, 2024, 2023 and 2022 (in millions):


	Year Ended December 31,
	2024		2023		2022
Net sales:
United States	$	1,248.6	$	1,206.3	$	1,094.3
Canada	67.3		68.0		71.8

Consolidated	$	1,315.9	$	1,274.3	$	1,166.1

7. GOODWILL AND INTANGIBLES

The following table provides information related to the carrying value of goodwill and intangible assets (indefinite-lived and definite-lived) (in millions):


	December 31,
	2024		2023
Goodwill	$	39.6	$	40.0
Definite-lived intangibles	25.4		28.6
Indefinite-lived intangibles	0.7		0.7
Balances, December 31	$	65.7	$	69.3

The Company finalized the purchase price allocation related to the Indoff acquisition resulting in a reduction to goodwill of approximately of $0.4 million.

Indefinite-lived intangible assets:

The following table provides information related to the carrying value of indefinite lived intangibles as of December 31, 2024 and 2023, respectively (in millions):


	December 31,
	2024		2023



Domain names	$	0.7	$	0.7

Definite-lived intangible assets:

The following table summarizes information related to definite-lived intangible assets as of December 31, 2024 (in millions):


	December 31, 2024
	Amortization Period (Years)	Gross Carrying Amount		Accumulated Amortization		Net Book Value		Weighted avg useful life
Client lists	10 yrs	$	26.1	$	5.9	$	20.2	8.4
Trademarks	10 yrs	6.2		1.0		5.2		8.4

Total		$	32.3	$	6.9	$	25.4	8.4

The following table summarizes information related to definite-lived intangible assets as of December 31, 2023 (in millions):


	December 31, 2023
	Amortization Period (Years)	Gross Carrying Amount		Accumulated Amortization		Net Book Value		Weighted avg useful life
Client lists	10 yrs	$	26.1	$	3.3	$	22.8	9.3
Trademarks	10 yrs	6.2		0.4		5.8		9.4


Total		$	32.3	$	3.7	$	28.6	9.3

The aggregate amortization expense for these intangibles was approximately $3.2 million in 2024 and $3.0 million in 2023. The estimated amortization for future years ending December 31 is as follows (in millions):


2025	$	3.0
2026	3.0
2027	3.0
2028	3.0
2029	3.0
Thereafter	10.4
Total	$	25.4

8. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment, net consist of the following (in millions):


	December 31,
	2024		2023
Land improvements	$	0.8	$	0.8
Furniture and fixtures, office, computer and other equipment and software	44.2		43.0
Leasehold improvements	16.3		15.6
	61.3		59.4
Less accumulated depreciation and amortization	42.2		39.4
Property, plant and equipment, net	$	19.1	$	20.0

Depreciation charged to continuing operations for property, plant and equipment in 2024, 2023, and 2022 was $4.4 million, $4.3 million and $3.7 million, respectively, and is reported within selling, distribution and administrative expenses. During 2024, the Company disposed of property, plant and equipment and accumulated depreciation of $1.6 million. During 2023, the Company disposed of property, plant and equipment and accumulated depreciation of $1.3 million.

9. CREDIT FACILITIES

The Company maintains a $125.0 million secured revolving credit facility with one financial institution. This facility has a five-year term, maturing on October 19, 2026 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 December 31, 2024, eligible collateral under the credit agreement was $125.0 million, total availability was $122.2 million, total outstanding letters of credit was $1.7 million, total excess availability was $120.5 million and there were no outstanding borrowings. The Company was in compliance with all of the covenants of the credit agreement in place as of December 31, 2024.

10. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following (in millions):


	December 31,
	2024		2023
Payroll and employee benefits	$	23.7	$	23.0


Freight	5.8		7.3
Deferred revenue	4.3		3.5
Sales and GST taxes payable	3.7		3.9
Product returns liability	1.9		2.1
Other	8.4		9.3
Accrued expenses and other current liabilities	$	47.8	$	49.1

11. NET INCOME PER COMMON SHARE

Net income 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 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.

The following table presents the computation of basic and diluted net income per share under the two-class method for the years ended December 31, 2024, 2023 and 2022 (in millions, except for per share amounts):


	Year Ended December 31,
	2024		2023		2022
Net income from continuing operations	$	60.7	$	70.7	$	78.1
Less: Distributed net income available to participating securities	(0.3)		(0.2)		(0.1)
Less: Undistributed net income available to participating securities	(0.1)		(0.2)		(0.2)
Numerator for basic net income per share:
Undistributed and distributed net income available to common shareholders	$	60.3	$	70.3	$	77.8
Add: Undistributed net income allocated to participating securities	0.1		0.2		0.2
Less: Undistributed net income reallocated to participating securities	(0.1)		(0.2)		(0.2)

Numerator for diluted net income per share:
Undistributed and distributed net income available to common shareholders	$	60.3	$	70.3	$	77.8
Denominator:
Weighted average shares outstanding for basic net income per share	38.3		38.1		38.0
Effect of dilutive securities	0.1		0.1		0.1
Weighted average shares outstanding for diluted net income per share	38.4		38.2		38.1

Net income per share from continuing operations:
Basic	$	1.58	$	1.85	$	2.05
Diluted	$	1.57	$	1.84	$	2.04

Net income from discontinued operations	$	0.3	$	0.0	$	0.7
Less: Distributed net income available to participating securities	$	0.0	$	0.0	$	0.0
Less: Undistributed net income available to participating securities	$	0.0	$	0.0	$	0.0
Numerator for basic and diluted net income per share:
Undistributed and distributed net income available to common shareholders	$	0.3	$	0.0	$	0.7







Net income per share from discontinued operations:
Basic	$	0.01	$	0.00	$	0.02
Diluted	$	0.01	$	0.00	$	0.02

Net income per share:
Basic	$	1.59	$	1.85	$	2.07
Diluted	$	1.58	$	1.84	$	2.06

Potentially dilutive securities	0.2		0.2		0.1

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

12. STOCK REPURCHASES

In 2018, the Company's Board of Director's approved a share repurchase program with a repurchase authorization of up to two million shares of the Company's common stock. During 2024, 2023 and 2022, no shares were repurchased. The maximum number of shares that may yet be purchased under the Plan was approximately 1,375,000 at December 31, 2024.

13. SHAREHOLDERS’ EQUITY

Stock-Based Compensation Plans

The Company currently has two equity compensation plans which reserve shares of common stock for issuance to key employees, directors, consultants and advisors to the Company. The following is a description of these plans:

The 2010 Long-term Stock Incentive Plan (“2010 Plan”) - This plan was adopted in April 2010 and allows the Company to issue incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock and restricted stock units, performance awards and other stock based awards authorized by the Compensation Committee of the Board of Directors. Options and awards issued under this plan expire ten years after the options and awards are granted. The maximum number of shares granted per type of award to any individual may not exceed 1,500,000 in any calendar year. Restricted stock grants and common stock awards reduce stock options otherwise available for future grant. Awards for a maximum of 7,500,000 shares may be granted under this plan. The Company is no longer granting options or awards under this plan. A total of 249,064 options and 0 restricted stock units were outstanding under this plan as of December 31, 2024.

The 2020 Omnibus Stock Incentive Plan (“2020 Omnibus Plan”) - This plan was adopted in June 2020 and allows the Company to issue incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards and other stock based awards authorized by the Compensation Committee of the Board of Directors. Options and awards issued under this plan expire ten years after the options and awards are granted. The maximum number of shares granted per type of award to any individual may not exceed 1,500,000 in any calendar year (or $10.0 million in the case of cash performance awards). Restricted stock grants and common stock awards reduce stock options otherwise available for future grant. Awards for a maximum of 7,500,000 shares may be granted under this plan. A total of 240,319 options and 335,518 restricted stock units were outstanding under this plan as of December 31, 2024.

The fair value of employee share options is recognized in expense over the vesting period of the options, using the graded attribution method. The fair value of employee share options is determined on the date of grant using the Black-Scholes option pricing model. The Company has calculated its dividend yield by dividing the annualized regular quarterly dividend by the current stock price at grant date. The Company has used historical volatility in its estimate of expected volatility. The expected life represents the period of time (in years) for which the options granted are expected to be outstanding. The risk-free interest rate is based on the U.S. Treasury yield curve. Stock-based compensation expense forfeitures are recognized as they occur.

The fair value of the restricted stock ("RSU") and performance restricted stock ("PRSU") is the closing stock price on the NYSE of the Company's common stock on the date of grant or the closing stock price of the Company's common stock on the last business day prior to the grant date. Upon delivery, a portion of the RSU or PRSU award may be withheld to satisfy the statutory withholding taxes. The remaining RSUs or PRSUs will be settled in shares of the Company's common stock after the vesting period and on the prescribed delivery date. These RSUs and PRSUs have none of the rights of outstanding shares of common stock, other than rights to cash dividends, until common stock is distributed. The PRSUs awarded in 2024 are entitled to cash dividends on the vested, not unvested, units.

Shares issued under our share-based compensation plans are usually issued from shares of our common stock held in the treasury.

Compensation cost related to non-qualified stock options recognized in continuing operations (selling, distribution and administrative expenses) for 2024, 2023 and 2022 was $0.5 million, $0.9 million, and $1.3 million respectively. The related future income tax benefits recognized for 2024, 2023, and 2022 was $0.2 million, respectively.

Stock Options

The following table presents the weighted-average assumptions used to estimate the fair value of options granted in 2024, 2023 and 2022:


	2024		2023		2022
Expected annual dividend yield	1.8	%	2.5	%	2.0	%
Risk-free interest rate	4.26	%	4.06	%	1.85	%
Expected volatility	44.5	%	49.9	%	52.8	%
Expected life in years	4.8		4.8		5.0

The following table summarizes information concerning outstanding and exercisable options:


	Weighted Average
	2024				2023				2022
	Shares		Weighted Avg. Exercise Price		Shares		Weighted Avg. Exercise Price		Shares		Weighted Avg. Exercise Price
Outstanding at beginning of year	541,657		$	26.10	509,212		$	25.65	463,304		$	24.28
Granted	70,170		$	43.83	80,976		$	28.99	79,025		$	32.65
Exercised	(58,407)		$	24.09	(25,967)		$	20.25	(29,917)		$	22.87
Canceled or expired	(64,037)		$	30.41	(22,564)		$	33.01	(3,200)		$	26.61
Outstanding at end of year	489,383		$	28.32	541,657		$	26.10	509,212		$	25.65

Options exercisable at year end	349,274				333,796				297,889
Weighted average fair value per option granted during the year	$	16.53			$	11.30			$	13.07

The total intrinsic value of options exercised was $1.0 million in 2024, and $0.3 million in 2023 and in 2022.

The following table summarizes information about options vested and exercisable or non-vested that are expected to vest (non-vested outstanding less expected forfeitures) at December 31, 2024:


Range of Exercise Prices					Options Outstanding and Exercisable	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value (in millions)
$	5.00	to	$	15.00	41,500	$	5.91	1.74	$	0.8
$	15.01	to	$	25.00	213,881	$	23.57	3.37	0.2
$	25.01	to	$	35.00	130,901	$	31.04	7.26	0.0
$	35.01	to	$	45.00	103,101	$	43.73	7.47	0.0


$	5.00	to	$	45.00	489,383	$	28.32	5.14	$	1.0

The aggregate intrinsic value in the tables above represents the total pretax intrinsic value (the difference between the closing stock price on the last day of trading in 2024 and the exercise price) that would have been received by the option holders had all options been exercised on December 31, 2024. This value will change based on the fair market value of the Company’s common stock.

The following table reflects the activity for all unvested stock options during 2024:


	Shares	Weighted Average Grant- Date Fair Value
Unvested at January 1, 2024	207,861	$	12.29
Granted	70,170	$	16.53
Vested	(75,093)	$	12.51
Forfeited	(62,829)	$	12.72
Unvested at December 31, 2024	140,109	$	14.28

At December 31, 2024, there was approximately $0.8 million of unrecognized compensation costs related to unvested stock options, which is expected to be recognized over a weighted average period of 2.73 years. The total fair value of stock options vested during 2024, 2023 and 2022 was $1.0 million, $0.9 million and $1.3 million, respectively.

Restricted Stock and Restricted Stock Units

The following table reflects the activity for restricted stock awards, excluding the restricted stock issued to Directors (in millions, except shares data):


Year Granted	Shares Granted	Outstanding at December 31, 2024	Rights to Cash Dividend	Other Participation Rights	Performance Award	Compensation Expense
						Year Ended December 31,
						2024		2023		2022


2019	30,251	0	Yes	None	No	$	0.0	$	0.0	$	0.1
2019	149,412	0	Yes	None	Yes	0.0		0.0		0.3
2020	28,272	0	Yes	None	No	0.0		0.1		0.1
2020	43,330	0	Yes	None	Yes	0.0		(0.1)		0.1
2021	25,371	805	Yes	None	No	(0.1)		0.2		0.3
2021	32,874	0	Yes	None	Yes	(0.1)		(0.1)		0.2
2022	60,808	3,225	Yes	None	No	(0.2)		0.5		0.8
2022	32,875	13,892	Yes	None	Yes	(0.2)		0.0		0.6
2023	81,127	37,974	Yes	None	No	0.3		0.9		0.0
2023	56,222	42,103	Yes	None	Yes	0.0		0.0		0.0
2024	205,302	183,454	Yes	None	No	1.8		0.0		0.0
2024	48,652	42,206	Yes	None	Yes	0.0		0.0		0.0
					Total	$	1.5	$	1.5	$	2.5

Share-based compensation expense reported within continuing operations for restricted stock issued to Directors was $0.2 million in 2024, 2023 and 2022, respectively, and is recorded within selling, distribution and administrative expenses. A total of 5,736 shares were granted to Directors during 2024 and a total of 11,859 restricted stock units from the 2020 Omnibus Plan are outstanding to the Directors as of December 31, 2024.

At December 31, 2024, there was approximately $5.8 million of unrecognized compensation cost related to the unvested RSU's, which is expected to be recognized over a weighted average period of 1.74 years.

Total compensation expense related to RSU and performance RSU's reported within continuing operations was approximately $1.7 million, $1.7 million and $2.7 million for the years ended December 31, 2024, 2023 and 2022, respectively, and is recorded within selling, distribution and administrative expenses.

The following table reflects the activity for all unvested restricted stock during 2024:


	Shares	Weighted Average Grant- Date Fair Value
Unvested at January 1, 2024	232,853	$	30.22
Granted	259,690	$	37.14
Vested	(56,128)	$	30.64
Forfeited	(100,897)	$	33.95
Unvested at December 31, 2024	335,518	$	34.51

Employee Stock Purchase Plan

The 2018 Employee Stock Purchase Plan - This plan was approved by the Company's stockholders in December 2018 and a reserve of 500,000 shares of common stock has been established under this plan. The Company adopted this plan, the terms of which allow for eligible employees (as defined in the 2018 Employee Stock Purchase Plan) to participate in the purchase, during each six month purchase period, of up to a maximum of 10,000 shares of the Company's common stock at a purchase price equal to 85% of the closing price at either the start date or the end date of the stock purchase period, whichever is lower. Compensation expense recognized in selling, distribution and administrative expenses related to this plan totaled $0.6 million $0.4 million and $0.5 million for the year ended December 31, 2024, 2023 and 2022, respectively. As of December 31, 2024, 183,709 shares remain reserved for issuance under this plan. Employees purchased 55,181 shares of common stock during fiscal year 2024 at an average price per share of $27.83. During fiscal year 2023, employees purchased 58,863 shares of common stock at an average price per share of $23.83 and during fiscal year 2022, employees purchased 53,143 shares of common stock at an average per share price of $26.16.

14. INCOME TAX

The following table summarizes our U.S. and foreign components of income from continuing operations before income taxes (in millions):


	Year Ended December 31,
	2024		2023		2022
United States	$	80.5	$	91.6	$	104.0
Foreign	(0.7)		3.6		(0.2)
Total	$	79.8	$	95.2	$	103.8

The following table summarizes the (benefit) provision for income taxes from continuing operations (in millions):


	Year Ended December 31,
	2024		2023		2022
Current:
Federal	$	15.9	$	18.1	$	21.2
State	3.4		4.2		4.3
Foreign	0.3		0.2		0.2
Total current	$	19.6	$	22.5	$	25.7

Deferred:
Federal	$	(0.3)	$	0.9	$	0.0
State	0.2		0.2		0.1
Foreign	(0.4)		0.9		(0.1)
Total deferred	$	(0.5)	$	2.0	$	0.0
Total tax provision	$	19.1	$	24.5	$	25.7

Tax expense from discontinued operations was $0.1 million, $0.0 million and $0.2 million for the years ended December 31, 2024, 2023 and 2022, respectively. Income taxes are accrued and paid by each foreign entity in accordance with applicable local regulations.

A reconciliation of the difference between the income tax expense and the computed income tax expense from continuing operations based on the Federal statutory corporate rate is as follows (in millions):


	Year Ended December 31,
	2024				2023				2022
Income tax at Federal statutory rate	$	16.8	21.0	%	$	20.0	21.0	%	$	21.8	21.0	%

State and local income taxes, net of federal tax benefit	2.8		3.5	%	3.5		3.7	%	3.7		3.7	%




Stock based compensation	(0.2)		(0.2)	%	(0.1)		(0.1)	%	0.0		0.0	%
Non-deductible items	0.0		0.0	%	0.5		0.5	%	0.7		0.6	%
Other items, net	(0.3)		(0.4)	%	0.6		0.6	%	(0.5)		(0.5)	%
Income tax	$	19.1	23.9	%	$	24.5	25.7	%	$	25.7	24.8	%

The deferred tax assets and liabilities are comprised of the following (in millions):


	December 31,
	2024		2023
Assets:
Accrued expenses and other liabilities	$	1.9	$	1.9
Inventory	2.2		2.2
Operating lease obligations	20.3		23.6
Intangible & other	2.0		1.9

Net operating loss and credit carryforwards	6.2		6.3
Valuation allowances	(4.9)		(5.2)
Total deferred tax assets	$	27.7	$	30.7
Liabilities:
Operating lease right-of-use assets	$	17.8	$	21.0
Other	1.8		1.9
Total deferred tax liabilities	$	19.6	$	22.9

The following table summarizes the changes in valuation allowance (in millions):


	Balance at Beginning of Period		Benefit Recognized in Expense		Write-offs		Other		Balance at End of Period
2024	$	(5.2)	$	0.0	$	0.2	$	0.1	$	(4.9)
2023	$	(5.8)	$	0.0	$	0.5	$	0.1	$	(5.2)

During 2024 the Company utilized approximately $0.6 million in state NOL carryforwards to reduce the current year tax expense. As of December 31, 2024, the Company has foreign NOLs of $5.4 million which expire through 2037 and foreign tax credit carryforwards of $0.3 million expiring in years through 2029. The Company has recorded valuation allowances of approximately $4.9 million, consisting of valuations against foreign NOLs of $4.7 million and $0.2 million against foreign tax carryforwards. Valuation allowances have been recorded against these assets as the Company believes it is more likely than not that these NOLs, temporary differences and foreign tax credits will not be utilized in the near future.

The Company has not provided for federal income taxes applicable to the undistributed earnings of its foreign subsidiaries of approximately $0.4 million as of December 31, 2024. If the Company ceases to be permanently reinvested in its foreign subsidiaries, the Company may be subject to foreign withholding and other taxes on undistributed earnings and may need to record a deferred tax liability for any outside basis difference in its investments in its foreign subsidiaries.

Under the TCJA each U.S. shareholder of a controlled foreign corporation ("CFC") must include in its gross taxable income in any tax year the aggregate net GILTI, or net income, of its CFCs. In 2024 the Company has included in taxable income the net income of its subsidiaries in Canada and India. The Company has elected to treat GILTI expense as a period cost when incurred.

The Company is routinely audited by federal, state and foreign tax authorities with respect to its income taxes. The Company regularly reviews and evaluates the likelihood of audit assessments. The Company’s federal income tax returns have been audited through 2016. The Company has not signed any consent to extend the statute of limitations for any subsequent years. The Company’s significant state tax returns have been audited through 2016. The Company considers its significant tax jurisdictions in foreign locations to be Canada and India.

As of December 31, 2024, the Company had no uncertain tax positions. Interest and penalties, if any, are recorded in income tax expense. There were no accrued interest or penalty charges related to unrecognized tax benefits recorded in income tax expense in 2024, 2023 or 2022.

15. 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. Long-lived assets outside of the United States were $3.1 million and $3.7 million for the years ended December 31, 2024 and 2023, respectively. 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 years ended December 31, 2024, 2023 and 2022 (in millions):


	Year Ended December 31,
	2024		2023		2022
Net sales	$	1,315.9	$	1,274.3	$	1,166.1



Significant segment expenses:
Cost of sales	863.9		838.5		744.9
Net advertising expenses	90.6		79.8		72.0
Depreciation and amortization	7.6		6.4		3.9
Other costs	273.3		253.1		240.1

Operating income	80.5		96.5		105.2

Reconciliation of segment operating income to net income:
Interest and other expenses	0.7		1.3		1.4
Income tax	19.1		24.5		25.7
Net income	$	60.7	$	70.7	$	78.1

16. COMMITMENTS, CONTINGENCIES AND OTHER MATTERS

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 December 31, 2024 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 December 31, 2024 any reasonably possible losses in excess of the amounts accrued would be material to the financial statements.

Exhibit 10.8

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of February 7, 2025 and effective as of February 17, 2025 (the “Effective Date”), is made by and between Global Industrial Company (together with its affiliates, successors and assigns (the “Company”), and Anesa Chaibi (“Executive”).

WHEREAS, Executive and the Company deem it desirable for the Company to employ Executive as its Chief Executive Officer, effective as of the Effective Date, on the terms and conditions set forth herein;

WHEREAS, in connection with her employment by the Company, Executive will have and the Company herein promises she will have access to, and the benefit of, the Company’s Confidential Information (as defined below);

WHEREAS, in connection with her employment by the Company, Executive will represent the Company and develop contacts and relationships with other persons and entities on behalf of the Company and otherwise contribute to enhancing the goodwill of the Company; and

WHEREAS, Executive wishes to be employed by the Company on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of such employment and the mutual covenants and promises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Executive agree as follows:

1.Employment. The Company hereby agrees to employ Executive, and Executive hereby agrees to be employed by the Company, upon the terms and conditions contained in this Agreement. Executive’s employment with the Company pursuant to the terms and conditions of this Agreement shall commence on the Effective Date and shall continue until terminated in accordance with the terms hereof (the “Term”).

2.Duties. During the Term, Executive shall serve on a full-time, exclusive basis and perform services in a capacity and in a manner consistent with Executive’s position for the Company. Executive shall have the title of Chief Executive Officer of the Company and shall have such duties, authorities and responsibilities as are consistent with such position, and shall perform such duties in compliance with the applicable rules and policies of the Company, including but not limited to compliance with the Company’s Corporate Ethics Policy. Executive shall report directly to the Board of Directors (the “Board”) of the Company. During the Term and for so long as Executive is employed as the Company’s Chief Executive Officer, the Company shall cause the Executive to be nominated as a member of the Board and to be included as such nominee in the Company’s Annual Proxy Statement to Shareholders, with a recommendation by the Board “in favor” of Executive’s election as a director. Executive shall devote all of Executive’s business time and attention (excepting PTO, as defined in Section 4.7 herein, and other authorized time off) and Executive’s best efforts to Executive’s employment and service with the Company; provided, however, that this Section 2 shall not be interpreted as prohibiting Executive from (i) managing Executive’s personal investments (so long as such investment activities are of a passive nature); (ii) engaging in charitable or civic activities; or (iii) as of no later than June 30, 2025, serving on at most one not-for-profit or corporate board of

directors (in addition to the Board), so long as such activities do not (a) interfere with the performance of Executive’s duties and responsibilities hereunder, (b) create an actual or apparent conflict of interest, or (c) detrimentally affect the Company’s reputation, each of the above as reasonably determined by the Company in good faith. In the case of board service, subject to the restriction in (iii) above, Executive must seek prior written approval from the Board prior to accepting any board appointment after commencement of employment with the Company, and acceptance of such board appointment is further subject to compliance with applicable federal or state laws, regulations and/or NYSE rules.

3.Location of Employment. Executive’s principal place of employment shall be at the Company’s headquarters in the New York metropolitan area (the “Company’s Headquarters”), which as of the Effective Date are located in Port Washington, New York, subject to reasonable business travel consistent with Executive’s duties and responsibilities. This, together with Section 4.9, are material terms of the Agreement, and material inducements for the Company to enter into this Agreement.

4.Compensation.

4.1Base Salary.

(a)In consideration of all services rendered by Executive under this Agreement, the Company shall pay Executive a base salary at an annual rate of $1,000,000 during the Term (the “Base Salary”). The Base Salary will be reviewed annually and may be increased at the discretion of the Board or any committee thereof, except it may be reduced in connection with an across-the-board reduction of base compensation of no more than 10% applicable to a majority of senior executives of the Company, excluding the CEO, with a rank of Senior Vice President or higher.

(b)The Base Salary shall be paid in such installments and at such times as the Company pays its salaried employees and shall be subject to all required withholding taxes, FICA contributions and similar deductions legally required to be withheld.

4.2Annual Bonus. During the Term, Executive shall be eligible to receive an annual cash bonus in an amount to be determined by the Board (or a committee thereof) in its sole discretion (the “Annual Bonus”) and based on a target bonus opportunity equivalent to 100% of the Base Salary (“Target Annual Bonus”), up to a maximum bonus opportunity of 160% of Base Salary, upon, and to the extent of, the achievement of one or more performance goals established by the Board (or a committee thereof), including Company financial and other performance goals. In order for Executive to be eligible to achieve any Annual Bonus, the Company must achieve the minimum threshold percentage of operating income as compared to the yearly budget plan as shall be determined by the Board (or a committee thereof) for short-term incentive compensation for other senior executives of the Company for that year (currently, as of the Effective Date, such minimum threshold is 80%). If the minimum threshold percentage has been met, the composition of Executive’s Annual Bonus shall be determined annually by the Board by reference to one or more Company performance metrics, with relative weightings thereof. For the initial year of Executive’s employment, the Annual Bonus shall be determined as follows: 60% of the Annual Bonus shall be determined based on operating income achievement, 20% of the Annual Bonus shall be determined based on revenue achievement and 20% of the Annual Bonus shall be determined based on a Company Balanced Scorecard. The Annual Bonus will be determined and paid, if at all, at or about the same time as the determinations and/or payments are made to other senior executives for the Company and payment of the Annual Bonus will be subject to the Executive’s continuous employment through the applicable payment date; provided, that, in no event shall the Annual Bonus be paid later than March 15 of the calendar year following the calendar year to which the Annual Bonus pertains. Notwithstanding anything

herein to the contrary, in order to be eligible to receive an Annual Bonus in respect of fiscal year 2025, payment of such Annual Bonus shall be contingent upon the Executive’s entry into the Confidentiality and Restrictive Covenants Agreement attached hereto as Exhibit A (the “RCA Agreement”) within thirty (30) days of the Relocation Date (as defined below).

4.3Relocation Bonus. At the commencement of the Term, subject to Executive’s agreement to repay the amount as specified herein, Executive will be advanced a one-time special cash relocation bonus of $500,000 (the “Relocation Bonus”), which is inclusive of any relocation payments, and which the Company will advance to Executive on the first ordinary payroll period subsequent to Executive’s commencement of employment. If Executive does not relocate by December 31, 2025 in accordance with Section 4.9 of this Agreement, absent reasonable justification or excuse, or if Executive’s employment terminates due to her voluntary resignation without Good Reason (as defined below) or termination by the Company for Cause (as defined below) prior to the one-year anniversary of the Effective Date, Executive shall repay such Relocation Bonus to the Company within sixty (60) days of such failure to relocate or of the date of termination, whichever is earlier. If Executive’s employment shall terminate due to her voluntary resignation without Good Reason or termination by the Company for Cause after her first anniversary of commencement of employment but prior to the second anniversary, Executive shall repay one-half of such Relocation Bonus (i.e., $250,000) to the Company within sixty (60) days of such termination, and if termination of employment shall occur for any reason after the second anniversary of commencement of employment, Executive shall not be obligated to repay such Relocation Bonus to the Company. The Relocation Bonus shall not be subject to gross-up in respect of any taxes due on such payment.

4.4Long-Term Equity Arrangements. Executive shall be entitled to an annual grant of equity (in accordance with the Company’s 2020 Long Term Incentive Plan or successor plan, the “Equity Plan”), at the time the Company’s Compensation Committee reviews equity grants for senior executives of the Company (anticipated to be February of each year), in a target amount no less than 125% of the Base Salary (the “Annual Equity Grant”), which for 2025 shall consist of (i) a grant of Options (as such term is defined in the Equity Plan) (“Options”) equivalent to 25% of the Base Salary, calculated (unless a different method is used by the Compensation Committee of the Board for all other senior executive officers of the Company), using the Black-Scholes option pricing model based on the closing price of the Company’s common stock as quoted on the NYSE at the close of business on the last business day prior to the date of the Options grant, and granted pursuant to the Equity Plan and the Company’s standard stock option award agreement then in effect, and which shall vest ratably over four (4) years from the date of grant (i.e., 25% of Options granted shall vest each year), as set forth in more detail in the stock option award agreement; (ii) a grant of time-based Restricted Stock Units (as such term is defined in the Equity Plan) (“RSUs”) equivalent to 50% of the Base Salary, to be determined based on the closing price of the Company’s common stock as quoted on the NYSE on the last business day prior to the grant date (unless a different method is used by the Compensation Committee of the Board for all other senior executive officers of the Company holding the rank of SVP or higher), granted pursuant to the Equity Plan and the Company’s standard time-based RSU award agreement then in effect, and which shall vest ratably over four (4) years from the date of grant (i.e., 25% of time-based RSUs granted shall vest each year), as set forth in more detail in the RSU award agreement; and (iii) a grant of performance-based RSUs equivalent to 50% of the Base Salary (as determined in accordance with the methodology used by the Compensation Committee of the Board for all other senior executive officers of the Company holding the rank of SVP or higher), which shall be determined in accordance with the performance criteria applicable to performance-based RSUs awarded to other senior executives of the Company for each year, and which shall be

subject to three-year cliff vesting from the date of grant as set forth in the Equity Plan and the Company’s standard performance-based RSU agreement then in effect.

All equity or equity-based awards or grants (whether under Section 4.4 or Section 4.5 hereof) will be subject to the terms of such Equity Plan and the respective award agreements and the approval of the Board (or a committee thereof). The foregoing grants will be subject to Section 11.5 hereof.

4.5Sign-On Equity Grant. On the date of commencement of Executive’s employment with the Company, and contingent thereupon, Executive will receive a one-time grant of RSUs under the Equity Plan in an amount equivalent to $500,000 (the “Sign-On Equity Grant”), calculated using the closing price of the Company’s common stock as quoted on the NYSE at the close of business on the last business day prior to the date of the grant, such RSUs to be granted pursuant to the Equity Plan and the Company’s standard RSU award agreement then in effect, provided that such RSUs shall: (i) vest ratably over four (4) years from the date of grant (i.e., 25% of RSUs granted shall vest each year), as set forth in more detail in the RSU award agreement; and (ii) in the event of termination by the Company without Cause or by Executive for Good Reason (as such terms are defined below), the next immediate tranche of granted RSUs that would otherwise have vested if Executive’s employment had not been so terminated shall accelerate and be vested as of the date of termination. The foregoing grant will be subject to Section 11.5 hereof.

4.6Acceleration of Equity in Certain Circumstances. The stock option agreements and time-based restricted stock grant agreements as part of the Annual Equity Grant and Sign-On Equity Grant with the Executive shall provide that if her employment with the Company (or its successor) shall be terminated by the Company (or its successor) without Cause (as defined below) or by Executive for Good Reason (as defined below) within twelve (12) months following a Change in Control (defined below), all of Executive’s outstanding unvested Options and unvested time-based RSUs shall immediately vest and all of Executive’s outstanding vested Options shall remain exercisable in accordance with their terms. For purposes of this Agreement, a “Change in Control” shall be defined as such term is defined in the Equity Plan.

4.7Paid Time Off. Executive shall be entitled to twenty (20) days of paid time off (“PTO”) in each fiscal year, which shall be inclusive of vacation and sick days, in addition to any other benefits available to employees according to Company policy in effect at the time. At no time, however, shall Executive take more than two (2) weeks of vacation consecutively. Executive shall report PTO through the Company’s reporting system then in effect. The Executive’s ability to carry over unused PTO days from one fiscal year to the next, if any, shall follow Company policy in effect at the time.

4.8Benefits. During the Term, Executive shall be entitled to participate in any benefit plans, including medical, disability and life insurance and 401(k) plan (but excluding any severance or bonus plans unless specifically referenced in this Agreement) offered by the Company as in effect from time to time (collectively, “Benefit Plans”), on the same basis as those Benefit Plans are generally made available to other senior executives of the Company and subject to Executive satisfying the applicable eligibility requirements of such Benefit Plans. Executive understands that any such Benefit Plans may be modified or terminated at any time by the Company in its sole discretion.

4.9Relocation; Automobile Allowance, Telephone Allowance. By no later than December 31, 2025, Executive shall relocate her primary residence to the New York metropolitan area. Prior to the Relocation Date, Executive shall work physically in the

Company’s Headquarters the majority of the time and on and following the Relocation Date, Executive shall work physically in the Company’s Headquarters on a full-time basis, in conformity with the policies of the Company then in effect, in either case with the exception of approved PTO days and travel for Company business. Executive shall notify the Corporate Secretary in writing, in conformity with the notice provisions of Section 10 hereunder, of the date of completion of the relocation of Executive’s primary residence (such date of relocation, the “Relocation Date”), such notice to be provided within thirty (30) days of the completion of Executive’s relocation, with such evidence as reasonably requested by the Company to confirm such relocation. Within thirty (30) days after the Relocation Date, Executive shall also execute and deliver to the Company the RCA Agreement. Executive shall be entitled to reimbursement of the following expenses: (i) required business travel in accordance with the Company’s business travel expense reimbursement policy as in effect at the time, including, for the avoidance of doubt, travel to the Company’s Headquarters between the Effective Date and the Relocation Date; (ii) a monthly telephone allowance in the amount of one hundred dollars ($100); and (iii) a monthly automobile allowance in the amount of two thousand five hundred dollars ($2,500) to cover, without exclusion, the Executive’s automobile expenses including any car lease or loan payment, insurance, maintenance, repairs, registration fees, and fuel and tolls.

5.Termination. Executive’s employment during the Term may be terminated as follows:

5.1Automatically in the event of the death of Executive.

5.2By written notice to Executive or Executive’s personal representative in the event of the Disability of Executive. As used herein, the term “Disability” shall mean: (i) a determination by a qualified independent physician reasonably selected by the Company that Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or last for a continuous period of not less than twelve months; (ii) the Executive is receiving income replacement benefits for a period of at least three months under a Company-sponsored accident and health plan by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months; or (iii) the Social Security Administration determines that the Executive is totally disabled. Executive shall fully cooperate in connection with the determination of whether Disability exists.

5.3At any time for Cause effective immediately upon the delivery of written notice to Executive. For purposes of this Agreement, “Cause” shall mean a finding by the Board of: (i) Executive’s refusal to carry out the reasonable and lawful directions of the Board that are within Executive’s reasonable control (except for a failure that is attributable to Executive’s illness, injury or Disability) for a period of seven (7) days following written notice by the Company to Executive of such refusal; (ii) Executive’s fraud or material dishonesty in the performance of Executive’s duties hereunder; (iii) Executive’s conviction or plea of nolo contendere to a felony under the laws of the United States or any state thereof (or a comparable crime outside of the United States), a crime involving moral turpitude, or a material violation of federal or state securities laws; (iv) an act or omission (or acts or omissions) on Executive’s part causing the Company material reputational or economic injury or harm; (v) Executive’s intentional misconduct or gross negligence in connection with Executive’s duties hereunder that is not cured within seven (7) days following written notice by the Company of such activity and that has a material adverse effect on the Company; (vi) Executive’s material breach of the Company’s Code of Conduct and Ethics or any other written code of conduct in effect from time to time to the extent applicable to Executive, and which breach has a material adverse effect on the Company; (vii) other than in the course of the good faith performance of Executive’s duties under this Agreement, Executive’s making of any false, disparaging or malicious statement, oral

or written, about the Company or its subsidiaries or any director, officer or employee of the Company or its subsidiaries which is injurious to the business or operations of the Company, or which may in any material respect interfere with the goodwill of the Company or its relations with customers or suppliers that is not cured within seven (7) days following notice of such misconduct; (viii) Executive engaging in excessive use of alcohol, intoxicants or illegal drugs or other conduct which brings or if publicly known would bring the Company into public disrepute or disgrace and which has had or reasonably could have a materially detrimental effect on the Company’s reputation or business; (ix) Executive’s failure, absent reasonable justification or excuse, to relocate her primary residence to the New York metropolitan area on or before December 31, 2025, or to so maintain her primary residence in the New York metropolitan area after December 31, 2025, or the failure of Executive to work physically in the Company’s Headquarters on a full-time basis, in conformity with the policies of the Company then in effect, with the exception of approved PTO days and travel for Company business; (x) Executive’s failure to enter into the RCA Agreement within thirty (30) days of the Relocation Date; or (xi) Executive’s material breach of any other provisions of this Agreement that is not cured within seven (7) days following written notice by the Company of such breach.

5.4At the option of the Company at any time without Cause on thirty (30) days’ prior written notice to Executive.

5.5By written notice to the Company by Executive for Good Reason. For purposes of this Agreement, “Good Reason” shall mean, without Executive’s consent, (i) any material reduction in Executive’s authority or responsibilities, excluding an isolated, insubstantial or inadvertent action, a temporary suspension of Executive, or Executive’s conduct constituting Cause as defined above; (ii) a requirement that Executive report to an officer of the Company, rather than the Board or a member or committee of the Board; (iii) a material reduction of Executive’s Base Salary or Target Bonus, except in connection with an across-the-board reduction of base compensation of no more than 10% applicable to a majority of senior executives of the Company, excluding the CEO, with a rank of Senior Vice President or higher; or (iv) the Company moves its Company’s Headquarters to a location more than 25 miles from its location as of the Effective Date (Port Washington, New York) or to any location that increases Executive’s average one-way commute by more than 30 minutes, which shall be deemed a material change in the geographic location at which Executive must perform services, it being understood and agreed that the geographic location at which Executive must perform services as of the Effective Date and at all times thereafter during the tenure of this Agreement is the Company’s Headquarters, and in no circumstances shall the Executive’s failure to timely relocate to work full-time at the Company’s Headquarters within the time period specified in this Agreement, or Executive’s failure to maintain continuous geographic location at which services are rendered at the Company’s Headquarters (with the exception of required business travel) constitute Good Reason hereunder; provided that none of the events described herein shall constitute Good Reason hereunder unless (x) Executive shall have given prior written notice to the Company of Executive’s intent to terminate her employment with Good Reason within thirty (30) days following the first occurrence of any such event, (y) the Company shall have failed to remedy such event within thirty (30) days of the Company’s receipt of such notice, and (z) Executive shall have resigned and actually terminated employment within ninety (90) days following the expiration of such cure period.

5.6At the option of Executive for any or no reason, on ninety (90) days’ prior written notice to the Company (which the Company may, in its sole discretion, make effective as a resignation earlier than the termination date provided in such notice). For the avoidance of doubt, failure to strictly adhere to the notice requirements set forth in this Section 5.6 shall be considered a material breach of this Agreement.

5.7Payments Upon Termination. Upon termination of the employment of Executive for any reason, Executive shall be entitled to any earned but unpaid Base Salary through the applicable date of termination and all vested benefits to which the Executive is entitled under the terms of each applicable Benefit Plan, subject to the terms and conditions of such Benefit Plans. Except as otherwise provided for in this Section 5.7, Executive shall be entitled to payment of the Annual Bonus only to the extent she is employed on the date such Annual Bonus is paid to other senior executives of the Company at the level of Senior Vice President or higher, as described in Section 4.2 hereof. If the Executive’s employment is terminated pursuant to Section 5.1 or 5.2 of this Agreement, the Company shall also pay to Executive, or in the case of Executive’s death, to Executive’s estate, payment of any earned but unpaid Annual Bonus with respect to the calendar year ending on or preceding the date of the Executive’s death or Disability, payable on the otherwise applicable payment date in accordance with this Agreement. If the Executive’s employment is terminated pursuant to Section 5.4 or Section 5.5 of this Agreement, the Company shall pay to Executive the additional following compensation, provided that she also signs, returns to the Company and does not revoke (and the revocation period has expired) a separation and general release agreement (the “Release Agreement”) in a form acceptable to the Board no later than the sixtieth (60th) day following Executive’s termination of employment (such requirement, the “Release Requirement”):

(a)If the Executive is terminated pursuant to Section 5.4 or Section 5.5 of this Agreement prior to the Relocation Date, the Company shall pay Executive, as severance pay and as express consideration for, and contingent upon, Executive complying with her obligations under this Section 5.7, including the Release Requirement, installment payments which in total equal one time (1x) her Base Salary in effect at the time of termination, for a period of up to twelve (12) months following the applicable date of termination, payable in substantially equal installments in accordance with the Company’s regular payroll policy from time to time in effect, with the first such installment payment to commence on the first payroll following the first regular payroll date following the expiration of sixty (60) days from Executive’s date of termination and shall include any installment amounts that would otherwise have been payable during such sixty (60) day period;

(b) If the Executive is terminated pursuant to Section 5.4 or Section 5.5 of this Agreement on or after the Relocation Date, the Company shall pay Executive, as severance pay and as express consideration for, and contingent upon, Executive complying with her obligations under this Section 5.7, including the Release Requirement, installment payments which in total equal two times (2x) her Base Salary in effect at the time of termination, for a period of up to twenty-four (24) months following the applicable date of termination, payable in substantially equal installments in accordance with the Company’s regular payroll policy from time to time in effect, with the first such installment payment to commence on the first payroll following the first regular payroll date following the expiration of sixty (60) days from Executive’s date of termination and shall include any installment amounts that would otherwise have been payable during such sixty (60) day period. In addition to the other payments provided in this Section 5.7(b), if Executive is terminated pursuant to Section 5.4 or Section 5.5 of this Agreement on or after the Relocation Date and Executive has worked continuously for the Company for a period of six (6) months or more during the calendar year of termination of Executive’s employment, Executive shall additionally be entitled to, as express consideration for, and contingent upon, Executive complying with her obligations under this Section 5.7, including the Release Requirement, an additional payment equal to a prorated amount of the Target Annual Bonus for the year of Executive’s termination (the “Pro-Rated Bonus”), provided that in order to receive the Pro-Rated Bonus, the Company must achieve 100% or better of the Company performance metrics by reference

to which Executive’s Annual Bonus is determined for such year (it being understood and agreed that any individual performance metrics of Executive that are based on subjective factors shall be deemed 100% satisfied). If and to the extent such Pro-Rated Bonus is due under the terms hereof, (x) the amount of such Pro-Rated Bonus shall be equal to the Target Annual Bonus for the year of Executive’s termination multiplied by a fraction, the numerator of which shall be the number of days during such calendar year between January 1st and the date of Executive’s termination of employment with the Company, and the denominator of which shall be the number of calendar days in such year; and (y) such Pro-Rated Bonus shall be payable in a lump sum at the same time bonuses in respect of Executive’s year of termination are paid to other senior executives of the Company at the level of Senior Vice President or higher;

(c)The Company shall pay to Executive as severance pay and as express consideration for, and contingent upon, Executive complying with her obligations under this Section 5.7, including the Release Requirement, an amount equal to any earned but unpaid Annual Bonus relating to the full year immediately prior to the year in which Executive’s termination occurred, payable on the date when payment is made to other senior executives of the Company at the level of Senior Vice President or higher, as described in Section 4.2 hereof; and

(d)If Executive timely elects continuation coverage under the Company’s medical and dental plan pursuant to the federal Consolidation Omnibus Budget Reconciliation Act, as amended (“COBRA”), and notifies the Company of such election, the Company shall pay to Executive as express consideration for, and contingent upon, Executive complying with her obligations under this Section 5.7, including the Release Requirement, an amount equal to the cost of Executive’s (including, as applicable, Executive’s dependents) COBRA applicable premium (“COBRA Subsidy”) as of the date of termination, less all required income and payroll taxes, and such amount will be paid to Executive in accordance with the Company’s standard payroll procedures (with the first such payment to commence on the first payroll following the first regular payroll date following the expiration of sixty (60) calendar days from Executive’s date of termination and shall include any amounts that would otherwise have been payable during such sixty (60) day period) until the earlier of (x) the expiration of Executive’s period of continuation coverage under COBRA, or (y) the date upon which Executive becomes eligible for another employer-sponsored medical or dental plan. Executive assumes full and sole responsibility for any tax consequences related to the COBRA Subsidy and Executive is responsible for making all payments under COBRA for continuation of medical and dental benefits.

6.Reimbursement of Expenses. The Company shall reimburse Executive for reasonable and necessary expenses actually incurred by Executive directly in connection with the business and affairs of the Company and the performance of Executive’s duties hereunder, in each case subject to appropriate itemization and substantiation of expenses in accordance with Company policies, as in effect and as amended from time to time.

7.Restrictions on Activities of Executive.

7.1Non-Competition. Executive agrees that during the course of Executive’s employment by the Company she will have access to, and the benefit of, the Company’s Confidential Information (as defined below), and the Company promises and agrees to continue to provide Executive with such access. Executive agrees that during the course of her employment by the Company, Executive will represent the Company and develop contacts and relationships with other persons and entities on behalf of the Company, including but not limited to, with customers and suppliers, and potential customers and suppliers. To protect the

Company’s interest in its Confidential Information, contacts, and relationships, to protect and further the Company’s goodwill, to enforce Executive’s obligations under this Agreement, and as a material inducement for the Company to enter into this Agreement, as well as for the consideration specified herein, Executive agrees and covenants that during her employment, Executive shall not directly or indirectly, for herself or others, (whether for compensation or otherwise) in the United States of America and its territories:

(i)engage in any business or activity with any Competitive Business, as defined below, provided that Competitive Business shall not include a non-competitive division of the listed companies if Executive’s work with such division does not include any responsibilities for, or in connection with, any competitive equipment, supplies or product;

(ii)enter the employ of, render any services to, or otherwise assist any person or entity (or any division or controlled or controlling affiliate of any person or entity) who or which engages, directly or indirectly, in a Competitive Business;

(iii)acquire a significant financial interest in, or otherwise become actively involved with, any Competitive Business, as a partner, shareholder, officer, director, principal, agent, trustee or consultant; or

(iv)interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company and customers, clients, vendors, business partners, or suppliers of the Company.

(v)For purposes of this Agreement, “Competitive Business” shall mean any company and/or its subsidiaries or affiliates that engages in the United States, Canada or either country’s territories (i) in the sale of industrial equipment, supplies and products competitive with and/or substantially similar to the equipment, supplies and products offered by or in development at the Company, and (ii) specifically includes, but is not limited to, each of the following companies: W. W. Grainger, Inc. (including Zoro and other divisions), MSC Industrial Direct Co., Inc., Amazon Supply, Office Depot, Staples, Northern Tool & Equipment Company, Inc., Uline, Inc., Fastenal Co., HD Supply, Supply Basket, LLC (a/k/a SupplyBasket.com), Ferguson Enterprises, Inc., McMaster-Carr Supply Company, National Business Furniture, W.B. Mason, Webstraurantstore.com, Hubert, Amazon Business, Salisbury, and Supply House. Executive further acknowledges that the foregoing list is not an exclusive list of Competitive Businesses and is not intended to limit the generality of this Section, which shall be broadly construed.

7.2Non-Solicitation. Executive agrees that during the course of Executive’s employment by the Company she will have access to, and the benefit of, the Company’s Confidential Information, and the Company promises and agrees to continue to provide Executive with such access. Executive agrees that during the course of her employment by the Company, Executive has represented and will represent the Company and develop contacts and relationships with other persons and entities on behalf of the Company, including but not limited to, with customers and potential customers. To protect the Company’s interest in its Confidential Information, contacts, and relationships, to protect and further the Company’s goodwill, to enforce Executive’s obligations under this Agreement, and as a material inducement for the Company to enter into this Agreement, as well as for the consideration specified herein, Executive covenants and agrees that (a) during her employment by the Company and for a twenty-four (24) month period after Executive’s employment is terminated for any reason, Executive will not directly or indirectly solicit, or attempt to solicit, any employees or independent contractors of the Company to restrict, reduce, sever or otherwise alter their

relationship with the Company or assist any other person to do so, or (b) during her employment by the Company, Executive will not induce or attempt to induce or otherwise counsel, advise, encourage or solicit any current or prospective client, customer, vendor, business partner, distributor, or supplier of the Company to terminate or adversely alter its relationship with the Company in any way.

7.3Confidentiality. During the course of her employment under this Agreement, Executive will acquire access to, and the Company promises to provide her access to, certain Confidential Information (as defined below) of the Company. In return for the consideration, compensation and benefits that Executive will receive during the course of her employment, including the receipt of Confidential Information and those provided for in this Agreement, Executive shall not, during the Term or at any time thereafter directly or indirectly, disclose, reveal, divulge or communicate to any person other than authorized officers, directors and employees of the Company or use or otherwise exploit for Executive’s own benefit or for the benefit of anyone other than the Company, any Confidential Information. For the sake of clarity, Executive may use Confidential Information in furtherance of, and for the benefit of, the business of the Company in the exercise of her duties pursuant to Section 2. Executive shall not have any obligation to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by an order of any court or other governmental authority; provided, however, that in the event disclosure is requested, Executive shall provide the Company with prompt written notice of such request prior to making any disclosure so that the Company may seek an appropriate protective order.

“Confidential Information” means any confidential and proprietary information with respect to the Company, including but not limited to methods of operation, current and prospective customer lists, customer requirements, customer contact information, products, prices, fees, costs, technology, formulas, inventions, trade secrets, know-how, software, marketing methods, plans, personnel, suppliers, competitors, markets, vendors, distributors, business partners, processes, current and prospective clients, programs, intellectual property, strategies, manuals or other specialized information or knowledge; provided that there shall be no obligation hereunder with respect to, information that (i) is generally available to the public on the Effective Date, (ii) becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunder, or (iii) is required to be disclosed by an order of any court or other governmental authority; provided, however, that in the event disclosure is requested, Executive shall provide the Company with prompt written notice of such request prior to making any disclosure so that the Company may seek an appropriate protective order.

Notwithstanding anything herein to the contrary, nothing in this Agreement shall prohibit Executive from engaging in protected conduct, including, without limitation, Executive’s right: (i) to communicate with, cooperate with, or participate in an investigation by the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration or any other federal, state or local government agency or commission, including providing documents or other information, without notice to the Company, or making any other disclosures that are protected by the whistleblower provisions of any federal, state, or local law or regulation; (ii) to exercise any rights Executive may have under Section 7 of the U.S. National Labor Relations Act, such as the right to engage in concerted activity, including discussion concerning wages or working conditions; or (iii) to discuss or disclose information about unlawful acts in the workplace, such

as harassment or discrimination or any other conduct that Executive has reason to believe is unlawful.

NOTICE OF IMMUNITY UNDER 18 USC § 1833(b)(1): Executive acknowledges and understands the following immunity Notice under the Defend Trade Secrets Act of 2016: (1) IMMUNITY. An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. (2) USE OF TRADE SECRET INFORMATION IN ANTI-RETALIATION LAWSUIT. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.

7.4Assignment of Inventions.

(a)Executive agrees that during employment with the Company, any and all inventions, discoveries, innovations, writings, domain names, improvements, trade secrets, designs, drawings, formulas, business processes, secret processes and know-how, whether or not patentable or a copyright or trademark, which Executive may create, conceive, develop or make, either alone or in conjunction with others and related or in any way connected with the Company’s strategic plans, products, processes or apparatus or business (collectively, “Inventions”), shall be fully and promptly disclosed to the Company and shall be the sole and exclusive property of the Company as against Executive or any of Executive’s assignees. Regardless of the status of Executive’s employment by the Company, Executive and Executive’s heirs, assigns and representatives shall promptly assign to the Company any and all right, title and interest in and to such Inventions made during employment with the Company.

(b)Whether during or after the Term, Executive further agrees to execute and acknowledge all papers and to do, at the Company’s expense, any and all other things necessary or incident to the applying for, obtaining and maintaining of such letters patent, copyrights, trademarks or other intellectual property rights, as the case may be, and to execute, on request, all papers necessary to assign and transfer such Inventions, copyrights, patents, patent applications and other intellectual property rights to the Company and its successors and assigns. In the event that the Company is unable, after reasonable efforts and, in any event, after ten (10) business days, to secure Executive’s signature on a written assignment to the Company, of any application for letters patent, trademark registration or to any common law or statutory copyright or other property right therein, whether because of Executive’s physical or mental incapacity, or for any other reason whatsoever, Executive irrevocably designates and appoints the Secretary of the Company as Executive’s attorney-in-fact to act on Executive’s behalf to execute and file any such applications and to do all lawfully permitted acts to further the prosecution or issuance of such assignments, letters patent, copyright or trademark.

(c)Executive has been notified and understands that the provisions of this Agreement requiring assignment of inventions to the Company, including those in this Section 7.4, do not apply to any invention that qualifies fully for exclusion under the provisions of Section 2870 of the California Labor Code or any similar provision of any state or federal law

(during any period when such provisions are applicable to Executive). Section 2870 of the California Labor Code states as follows:

(d)ANY PROVISION IN AN EMPLOYMENT AGREEMENT WHICH PROVIDES THAT AN EMPLOYEE SHALL ASSIGN, OR OFFER TO ASSIGN, ANY OF EMPLOYEE’S RIGHTS IN AN INVENTION TO EMPLOYEE’S EMPLOYER SHALL NOT APPLY TO AN INVENTION THAT THE EMPLOYEE DEVELOPED ENTIRELY ON EMPLOYEE’S OWN TIME WITHOUT USING THE EMPLOYER’S EQUIPMENT, SUPPLIES, FACILITIES, OR TRADE SECRET INFORMATION EXCEPT FOR THOSE INVENTIONS THAT EITHER: (1) RELATE AT THE TIME OF CONCEPTION OR REDUCTION TO PRACTICE OF THE INVENTION TO THE EMPLOYER’S BUSINESS, OR ACTUAL OR DEMONSTRABLY ANTICIPATED RESEARCH OR DEVELOPMENT OF THE EMPLOYER; OR (2) RESULT FROM ANY WORK PERFORMED BY THE EMPLOYEE FOR THE EMPLOYER. TO THE EXTENT A PROVISION IN AN EMPLOYMENT AGREEMENT PURPORTS TO REQUIRE AN EMPLOYEE TO ASSIGN AN INVENTION OTHERWISE EXCLUDED FROM BEING REQUIRED TO BE ASSIGNED UNDER CALIFORNIA LABOR CODE SECTION 2870(a), THE PROVISION IS AGAINST PUBLIC POLICY AND IS UNENFORCEABLE.

7.5Return of Company Property. Within ten (10) days following the date of any termination of Executive’s employment, for any reason, Executive or Executive’s personal representative shall return (or, with respect to electronically stored information, delete) all property of the Company in Executive’s possession, including but not limited to all Confidential Information, Company-owned computer equipment (hardware and software), computers and other communication devices, credit cards, office keys, security access cards, badges, identification cards and all copies (including drafts) of any documentation or information (however stored) relating to the business of the Company, its customers and clients or its prospective customers and clients; provided, however, that Executive shall be entitled to retain: Executive’s address books, to the extent such property only contains contact information; provided that the Company has the prior opportunity to review and confirm that such property only contains contact information and that electronically stored Confidential Information has been deleted. Anything to the contrary notwithstanding, Executive shall be entitled to retain (i) personal papers and other materials of a personal nature, provided that such papers or materials do not include Confidential Information, (ii) information showing Executive’s compensation or relating to reimbursement of expenses, and (iii) copies of plans, programs and agreements relating to Executive’s employment, or termination thereof, with the Company which she received in Executive’s capacity as a participant; and (iv) personal information located on electronic devices owned by Executive, which may also contain business information.

7.6Resignation as an Officer and Director. Upon any termination of Executive’s employment, for any reason or no reason, Executive shall be deemed to have resigned, to the extent applicable, if any, as an officer of the Company and any or all of its subsidiaries or affiliates, and as a fiduciary of any benefit plan of the Company or any of its subsidiaries or affiliates, and shall tender in writing to the Chairman of the Board (with a copy to the Corporate Secretary) her resignation from the Board and as a member of the board of directors (or similar governing body) of the Company’s subsidiaries and affiliates, on which Executive sits, effective as of the termination date. On or immediately following the date of any termination of Executive’s employment, Executive shall confirm the foregoing by submitting to the Company in writing a confirmation of Executive’s resignation(s) and shall execute any documentation reasonably necessary to give effect to the provisions of this Section.

7.7Cooperation. During and following the Term, Executive shall give Executive’s assistance and cooperation willingly, upon reasonable advance notice (which shall include due regard to the extent reasonably feasible for Executive’s employment obligations and prior commitments), in any matter relating to Executive’s position with the Company, or Executive’s knowledge as a result thereof as the Company may reasonably request, including Executive’s attendance and truthful testimony where deemed appropriate by the Company, with respect to any investigation or the Company’s defense or prosecution of any existing or future claims or litigations or other proceeding relating to matters in which she was involved or had knowledge by virtue of Executive’s employment with the Company. The Company also will reimburse Executive for reasonable out-of-pocket travel costs and expenses incurred by her (in accordance with Company policy) as a result of providing such requested assistance, upon the submission of the appropriate documentation to the Company. To the extent Executive is asked to provide assistance during a time period when Executive is not also receiving severance pay under paragraph 5.7 above, the Company will compensate Execute for her time at the hourly rate of $450 per hour.

7.8Non-Disparagement. During Executive’s employment with the Company and at any time thereafter, except in the performance of her duties, Executive agrees not to disparage or encourage or induce others to disparage the Company, any of its respective employees that were employed during Executive’s employment with the Company or any of its respective past and present, officers, directors, products or services (the “Company Parties”). During Executive’s employment and after Executive’s employment with the Company ends, the Company agrees that its officers, directors, and executives will not disparage or encourage or induce others to disparage Executive or harm her good name and reputation with the public. Notwithstanding the foregoing, nothing in this section shall prevent either party from making any truthful statement that is (i) necessary with respect to any litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement, in the forum in which such litigation, arbitration or mediation properly takes place or (ii) required by law, legal process or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with jurisdiction over such party.

7.9Tolling. In the event of any violation of the provisions of this Section 7, Executive acknowledges and agrees that the applicable post-termination restriction contained in this Section 7 shall be tolled during the pendency of any litigation to enforce the restrictions and to the extent Executive’s actions are not otherwise enjoined.

7.10Survival. This Section 7 shall survive any termination or expiration of this Agreement or employment of Executive.

7.11 Company. For purposes of this Section, the term “Company” shall refer to the Company and each of its subsidiaries and affiliates.

8.Remedies. Notwithstanding anything to the contrary contained in this Agreement, Executive specifically acknowledges and agrees that any breach or threatened breach of the restrictions contained in this Agreement is likely to result in irreparable injury to the Company and that the remedy at law will be an inadequate remedy for such breach, and that in addition to any other remedy it may have in the event of a breach or threatened breach, the Company shall be entitled to seek to enforce the specific performance of this Agreement by Executive and to seek both temporary and permanent injunctive relief (to the maximum extent permitted by law) without bond and without liability should such relief be denied, modified or violated (to the maximum extent permitted by law). The Company agrees that it will provide notice to Executive in connection with taking any such action. Furthermore, in the event of any breach of the provisions above, the Company shall be entitled, to the extent permitted by Code Section 409A without adverse tax consequences to Executive, to cease making any severance payments (if any) being made hereunder, pending a final determination by a court or tribunal of competent

jurisdiction of the occurrence of such alleged breach. Executive acknowledges and agrees that this section is a material inducement to the Company entering into this Agreement.

9.Severable Provisions. Executive acknowledges and agrees that the restrictions contained in this Agreement are narrowly tailored and are reasonable and necessary for the purposes of preserving and protecting the Confidential Information, goodwill, and other legitimate business interests of the Company. The provisions of this Agreement are severable and the invalidity of any one or more provisions shall not affect the validity of any other provision. In the event that a court of competent jurisdiction shall determine that any provision of this Agreement or the application thereof is unenforceable in whole or in part because of the duration or scope thereof, the parties hereto agree that said court in making such determination shall have the power to reduce the duration and scope of such provision to the extent necessary to make it enforceable, and that the Agreement in its reduced form shall be valid and enforceable to the full extent permitted by law.

10.Notices. All notices hereunder, to be effective, shall be in writing and shall be deemed effective when delivered by hand or mailed by (a) certified mail, postage and fees prepaid, (b) nationally recognized overnight express mail service, or (c) by e-mail, when sent (provided that the sender thereof does not receive an automatically system generated response indicating non-receipt thereof by the intended recipient), as follows:

If to the Company:

Global Industrial Company

11 Harbor Park Drive

Port Washington, NY 11050

Attn: Chairman of the Board

Cc: Corporate Secretary

or at the Company’s Headquarters address, if different. If to Executive, the last address shown on the personnel records of the Company, with a copy to Executive’s personal e-mail address on file with the personnel records of the Company.

or to such other address as a party may notify the other pursuant to a notice given in accordance with this Section 10.

11.Miscellaneous.

11.1Executive Representation. Executive hereby represents to the Company that the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, or be prevented, interfered with or hindered by, the terms of any employment agreement or other agreement or policy to which Executive is a party or otherwise bound, and further that Executive is not subject to any limitation on Executive’s activities on behalf of the Company as a result of agreements into which Executive has entered except for obligations of confidentiality with former employers.

To the extent this representation and warranty is not true and accurate, it shall be treated as a Cause event and the Company may terminate Executive for Cause or not permit Executive to commence employment, in either case, without liability.

11.2Entire Agreement; Amendment. This Agreement and the other agreements, plans and documents referenced herein, contain the entire understanding of the parties with respect to the employment of Executive by the Company and supersede, any and all prior agreements, both written or oral. This Agreement may not be amended or revised except by a writing signed by the parties.

11.3Assignment and Transfer. The provisions of this Agreement shall be binding on and shall inure to the benefit of the Company and any successor in interest to the Company who acquires all or substantially all of the Company’s assets. The Company may assign this Agreement; provided, however, that, without Executive’s consent, no such assignment shall relieve the Company of its obligations hereunder. Neither this Agreement nor any of the rights, duties or obligations of Executive shall be assignable by Executive, nor shall any of the payments required or permitted to be made to Executive by this Agreement be encumbered, transferred or in any way anticipated, except as required by applicable laws. All rights of Executive under this Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, estates, executors, administrators, heirs and beneficiaries.

11.4Waiver of Breach. A waiver by either party of any breach of any provision of this Agreement by the other party shall be made in writing and shall not operate or be construed as a waiver of any other or subsequent breach by the other party.

11.5Withholding. The Company shall be entitled to withhold from any amounts to be paid or benefits provided to Executive hereunder any federal, state, local or foreign withholding, FICA contributions, or other taxes, charges or deductions which it determines it is from time to time required to withhold pursuant to any applicable law or regulation. The Company shall be entitled to rely on an opinion of counsel if any question as to the amount or requirement of any such withholding shall arise.

11.6Code Section 409A.

(a)The intent of the parties is that payments and benefits under this Agreement shall either comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the rules, regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”) or be exempt from Code Section 409A, and all provisions of this Agreement shall be interpreted and construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A to the maximum extent permitted. In no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A.

(b)A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date that is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death, to the extent required under Code Section 409A (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this

Section 11.6(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum payment with interest at the prime rate as published in The Wall Street Journal on the first business day following the date of the “separation from service”, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

(c)To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (i) all expenses or other reimbursements hereunder will be made on or before the last day of the taxable year following the taxable year in which such expenses were incurred by Executive, (ii) any right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year will in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

(d)For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

11.7Indemnification; Liability Insurance. The Company shall indemnify Executive both (a) to the fullest extent permitted by the laws of the state of the Company’s incorporation, and (b) in accordance with the more favorable of the Company’s certificate of incorporation, bylaws and standard indemnification agreement as in effect on the Effective Date or as in effect on the date as of which the indemnification is owed. The Company’s obligations in the preceding sentence shall survive the termination of Executive’s employment and this Agreement for any reason. In addition, the Company shall provide Executive with coverage under its directors’ and officers’ liability insurance policies as in effect from time to time on terms not less favorable than those provided to any of its other directors and officers.

11.8Governing Law; Jurisdiction. This Agreement and any and all claims arising out of, in connection with, under, pursuant to, or in any way related to this Agreement shall be governed by, construed under, and enforced in accordance with the laws of the State of New York, without regard to the conflicts of law provisions thereof. The Company and Executive agree that any suit, action or other legal proceeding that is commenced to resolve any matter arising under or relating to any provision of this Agreement shall be commenced only in a court of the State of New York (or, if appropriate, a federal court located within the State of New York), and the Company and Executive consent to the jurisdiction of such court and to the service of process in any manner provided by New York law. Each of the Company and Executive irrevocably waives any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such court and any claim that such suit, action or proceeding brought in such court has been brought in an inconvenient forum and agrees that service of process in accordance with the foregoing sentences shall be deemed in every respect effective and valid personal service of process upon such party.

11.9Counterparts. This Agreement may be executed in one or more counterparts, and by any electronic means, each of which shall be deemed an original and shall have the same effect as if the signatures hereto and thereto were on the same instrument.

11.10[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

GLOBAL INDUSTRIAL COMPANY

By: /s/ Richard Leeds

Name: Richard Leeds

Title: Executive Chairman and Interim CEO

EXECUTIVE

/s/Anesa Chaibi

Anesa Chaibi

EXHIBIT A

CONFIDENTIALITY AND RESTRICTIVE COVENANTS AGREEMENT

This CONFIDENTIALITY AND RESTRICTIVE COVENANTS AGREEMENT (this “Agreement”), dated as of ___________, 2025 (the “Effective Date”), is made by and between Global Industrial Company (together with its affiliates, successors and assigns (the “Company”), and Anesa Chaibi (“Executive”).

WHEREAS, Executive and the Company entered into an Employment Agreement dated as of ___________, 2025 and effective as of February 17, 2025 (the “Employment Agreement”);

WHEREAS, in the Employment Agreement, Executive and the Company agreed to enter into this Agreement promptly following Executive’s relocation of her primary residence to the New York metropolitan area and certain compensation opportunities are specifically conditioned on Executive’s timely execution of and compliance with this Agreement; and

WHEREAS, Executive has completed such relocation;

1.Restrictions on Activities of Executive.

1.1Non-Competition. Executive agrees that she has had, during the course of Executive’s employment by the Company, and will continue to have, during the course of this Agreement, access to, and the benefit of, the Company’s Confidential Information (as defined below), and the Company promises and agrees to continue to provide Executive with such access. Executive agrees that during the course of her employment by the Company, Executive has represented and will represent the Company and develop contacts and relationships with other persons and entities on behalf of the Company, including but not limited to, with customers and suppliers, and potential customers and suppliers. To protect the Company’s interest in its Confidential Information, contacts, and relationships, to protect and further the Company’s goodwill, to enforce Executive’s obligations under this Agreement, and as a material inducement for the Company to enter into this Agreement, as well as for the consideration specified herein, Executive agrees and covenants that during her employment and for a twenty-four (24) month period after Executive’s employment is terminated for any reason (the “Restriction Period”), Executive shall not directly or indirectly, for herself or others, (whether for compensation or otherwise) in the United States of America and its territories:

(i)engage in any business or activity with any Competitive Business, provided that Competitive Business shall not include a non-competitive division of the listed companies if Executive’s work with such division does not include any responsibilities for, or in connection with, any competitive equipment, supplies or product;

1.2Non-Solicitation. Executive agrees that she has had, during the course of Executive’s employment by the Company, and will continue to have, during the course of this Agreement, access to, and the benefit of, the Company’s Confidential Information, and the Company promises and agrees to continue to provide Executive with such access. Executive agrees that during the course of her employment by the Company, Executive has represented and will represent the Company and develop contacts and relationships with other persons and entities on behalf of the Company, including but not limited to, with customers and potential customers. To protect the Company’s interest in its Confidential Information, contacts, and relationships, to protect and further the Company’s goodwill, to enforce Executive’s obligations under this Agreement, and as a material inducement for the Company to enter into this Agreement, as well as for the consideration specified herein, Executive covenants and agrees that during the Restriction Period, Executive will not directly or indirectly (i) influence or solicit, or attempt to influence or solicit, any employees or independent contractors of the Company to restrict, reduce, sever or otherwise alter their relationship with the Company or assist any other person to do so, (ii) hire any senior executives of the Company or assist any other person in doing so, (iii) induce or attempt to induce or otherwise counsel, advise, encourage or solicit any current or prospective client, customer, vendor, business partner, distributor, or supplier of the Company to terminate or adversely alter its relationship with the Company in any way.

1.3Confidentiality. During the course of her employment under this Agreement, Executive will acquire access to, and the Company promises to provide her access to, certain Confidential Information (as defined below) of the Company. In return for the consideration, compensation and benefits that Executive will receive during the course of her employment, including the receipt of Confidential Information and those provided for in this Agreement, Executive shall not, during the Term or at any time thereafter directly or indirectly, disclose, reveal, divulge or communicate to any person other than authorized officers, directors and employees of the Company or use or otherwise exploit for Executive’s own benefit or for the benefit of anyone other than the Company, any Confidential Information. For the sake of clarity, Executive may use Confidential Information in furtherance of, and for the benefit of, the business of the Company in the exercise of her duties pursuant to Section 2 of the Employment

Agreement. Executive shall not have any obligation to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by an order of any court or other governmental authority; provided, however, that in the event disclosure is requested, Executive shall provide the Company with prompt written notice of such request prior to making any disclosure so that the Company may seek an appropriate protective order.

the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.

1.4Assignment of Inventions.

(c)Executive has been notified and understands that the provisions of this Agreement requiring assignment of inventions to the Company, including those in this Section 1.4, do not apply to any invention that qualifies fully for exclusion under the provisions of Section 203-F(1) of the New York Labor Law or any similar provision of any state or federal law (during any period when such provisions are applicable to Executive). Section 203-F(1) of the New York Labor Law states as follows:

(d)ANY PROVISION IN AN EMPLOYMENT AGREEMENT WHICH PROVIDES THAT AN EMPLOYEE SHALL ASSIGN, OR OFFER TO ASSIGN, ANY OF HIS OR HER RIGHTS IN AN INVENTION TO HIS OR HER EMPLOYER SHALL NOT APPLY TO AN INVENTION THAT THE EMPLOYEE DEVELOPED ENTIRELY ON HIS OR HER OWN TIME WITHOUT USING THE EMPLOYER’S EQUIPMENT, SUPPLIES, FACILITIES, OR TRADE SECRET INFORMATION EXCEPT FOR THOSE INVENTIONS THAT EITHER: (A) RELATE AT THE TIME OF CONCEPTION OR REDUCTION TO PRACTICE OF THE INVENTION TO THE EMPLOYER’S BUSINESS, OR ACTUAL OR DEMONSTRABLY ANTICIPATED RESEARCH OR DEVELOPMENT OF THE EMPLOYER; OR (2) RESULT FROM ANY WORK PERFORMED BY THE EMPLOYEE FOR THE EMPLOYER.

1.5Return of Company Property. Within ten (10) days following the date of any termination of Executive’s employment, for any reason, Executive or Executive’s personal representative shall return (or, with respect to electronically stored information, delete) all property of the Company in Executive’s possession, including but not limited to all Confidential Information, Company-owned computer equipment (hardware and software), computers and other communication devices, credit cards, office keys, security access cards, badges, identification cards and all copies (including drafts) of any documentation or information (however stored) relating to the business of the Company, its customers and clients or its prospective customers and clients; provided, however, that Executive shall be entitled to retain: Executive’s address books, to the extent such property only contains contact information; provided that the Company has the prior opportunity to review and confirm that such property only contains contact information and that electronically stored Confidential Information has been deleted. Anything to the contrary notwithstanding, Executive shall be entitled to retain (i) personal papers and other materials of a personal nature, provided that such papers or materials do not include Confidential Information, (ii) information showing Executive’s compensation or relating to reimbursement of expenses, and (iii) copies of plans, programs and agreements relating to Executive’s employment, or termination thereof, with the Company which she received in Executive’s capacity as a participant; and (iv) personal information located on electronic devices owned by Executive, which may also contain business information.

1.6Resignation as an Officer and Director. Upon any termination of Executive’s employment, for any reason or no reason, Executive shall be deemed to have resigned, to the extent applicable, if any, as an officer of the Company and any or all of its subsidiaries or affiliates, and as a fiduciary of any benefit plan of the Company or any of its subsidiaries or affiliates, and shall tender in writing to the Chairman of the Board (with a copy to the Corporate Secretary) her resignation from the Board and as a member of the board of directors (or similar governing body) of the Company’s subsidiaries and affiliates, on which Executive sits, effective as of the termination date. On or immediately following the date of any termination of Executive’s employment, Executive shall confirm the foregoing by submitting to the Company in writing a confirmation of Executive’s resignation(s) and shall execute any documentation reasonably necessary to give effect to the provisions of this Section.

1.7Cooperation. During and following the Term, Executive shall give Executive’s assistance and cooperation willingly, upon reasonable advance notice (which shall include due regard to the extent reasonably feasible for Executive’s employment obligations and prior commitments), in any matter relating to Executive’s position with the Company, or Executive’s knowledge as a result thereof as the Company may reasonably request, including Executive’s attendance and truthful testimony where deemed appropriate by the Company, with respect to any investigation or the Company’s defense or prosecution of any existing or future claims or litigations or other proceeding relating to matters in which she was involved or had knowledge by virtue of Executive’s employment with the Company. The Company also will reimburse Executive for reasonable out-of-pocket travel costs and expenses incurred by her (in accordance with Company policy) as a result of providing such requested assistance, upon the submission of the appropriate documentation to the Company. To the extent Executive is asked to provide assistance during a time period when Executive is not also receiving severance pay under paragraph 5.7 above, the Company will compensate Execute for her time at the hourly rate of $450 per hour.

1.8Non-Disparagement. During Executive’s employment with the Company and at any time thereafter, except in the performance of her duties, Executive agrees not to disparage or encourage or induce others to disparage the Company, any of its respective employees that were employed during Executive’s employment with the Company or any of its respective past and present, officers, directors, products or services (the “Company Parties”). During Executive’s employment and after Executive’s employment with the Company ends, the Company agrees

that its officers, directors, and executives will not disparage or encourage or induce others to disparage Executive or harm her good name and reputation with the public. Notwithstanding the foregoing, nothing in this section shall prevent either party from making any truthful statement that is (i) necessary with respect to any litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement, in the forum in which such litigation, arbitration or mediation properly takes place or (ii) required by law, legal process or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with jurisdiction over such party.

1.9Tolling. In the event of any violation of the provisions of this Section 1, Executive acknowledges and agrees that the applicable post-termination restriction contained in this Section 1 shall be tolled during the pendency of any litigation to enforce the restrictions and to the extent Executive’s actions are not otherwise enjoined.

1.10Survival. This Section 1 shall survive any termination or expiration of this Agreement or employment of Executive.

1.11 Company. For purposes of this Section, the term “Company” shall refer to the Company and each of its subsidiaries and affiliates.

2.Remedies. Notwithstanding anything to the contrary contained in this Agreement, Executive specifically acknowledges and agrees that any breach or threatened breach of the restrictions contained in this Agreement is likely to result in irreparable injury to the Company and that the remedy at law will be an inadequate remedy for such breach, and that in addition to any other remedy it may have in the event of a breach or threatened breach, the Company shall be entitled to seek to enforce the specific performance of this Agreement by Executive and to seek both temporary and permanent injunctive relief (to the maximum extent permitted by law) without bond and without liability should such relief be denied, modified or violated (to the maximum extent permitted by law). The Company agrees that it will provide notice to Executive in connection with taking any such action. Furthermore, in the event of any breach of the provisions above, the Company shall be entitled, to the extent permitted by Code Section 409A without adverse tax consequences to Executive, to cease making any severance payments (if any) being made hereunder, pending a final determination by a court or tribunal of competent jurisdiction of the occurrence of such alleged breach. Executive acknowledges and agrees that this section is a material inducement to the Company entering into this Agreement.

3.Amendment of Employment Agreement. Sections 1 and 2 of this Agreement supersede in all respects the provisions of Sections 7 and 8 of the Employment Agreement.

4.Severable Provisions

. Executive acknowledges and agrees that the restrictions contained in this Agreement are narrowly tailored and are reasonable and necessary for the purposes of preserving and protecting the Confidential Information, goodwill, and other legitimate business interests of the Company. The provisions of this Agreement are severable and the invalidity of any one or more provisions shall not affect the validity of any other provision. In the event that a court of competent jurisdiction shall determine that any provision of this Agreement or the application thereof is unenforceable in whole or in part because of the duration or scope thereof, the parties hereto agree that said court in making such determination shall have the power to reduce the duration and scope of such provision to the extent necessary to make it enforceable, and that the Agreement in its reduced form shall be valid and enforceable to the full extent permitted by law.

5.Entire Agreement; Amendment. This Agreement and the other agreements, plans and documents referenced herein, contain the entire understanding of the parties with respect to the employment of Executive by the Company and supersede, any and all prior agreements, both written or oral. This Agreement may not be amended or revised except by a writing signed by the parties.

6.Governing Law; Jurisdiction. This Agreement and any and all claims arising out of, in connection with, under, pursuant to, or in any way related to this Agreement shall be governed by, construed under, and enforced in accordance with the laws of the State of New York, without regard to the conflicts of law provisions thereof. The Company and Executive agree that any suit, action or other legal proceeding that is commenced to resolve any matter arising under or relating to any provision of this Agreement shall be commenced only in a court of the State of New York (or, if appropriate, a federal court located within the State of New York), and the Company and Executive consent to the jurisdiction of such court and to the service of process in any manner provided by New York law. Each of the Company and Executive irrevocably waives any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such court and any claim that such suit, action or proceeding brought in such court has been brought in an inconvenient forum and agrees that service of process in accordance with the foregoing sentences shall be deemed in every respect effective and valid personal service of process upon such party.

7.Counterparts. This Agreement may be executed in one or more counterparts, and by any electronic means, each of which shall be deemed an original and shall have the same effect as if the signatures hereto and thereto were on the same instrument.

7.1[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

GLOBAL INDUSTRIAL COMPANY

By:

Name:

Title:

EXECUTIVE

_________________________________________

Exhibit 19

INSIDER TRADING POLICY

(Last Reviewed and Approved May 15, 2024)

Table of Contents

I. SUMMARY OF THE COMPANY’S POLICY 1

A. Compliance with Laws. 1

II. THE USE OF INSIDE INFORMATION IN CONNECTION WITH TRADING IN SECURITIES 1

A. General Rule. 1

B. Who Does the Policy Apply To? 3

C. Other Companies’ Stocks. 3

D. Trading in Options. 3

E. Margin Accounts. 4

F. Gifts 4

G. Guidelines. 4

III. OTHER LIMITATIONS ON SECURITIES TRANSACTIONS 9

A. Restrictions on Purchases of Company Securities. 9

B. Disgorgement of Profits on Short-Swing Transaction — Section 16 (b). 10

C. Prohibition of Short Sales. 11

D. Data and Security Breaches. 11

E. Filing Requirements. 11

F. Post-Termination Transactions. 12

I.SUMMARY OF THE COMPANY’S POLICY

A.Compliance with Laws.

It is the policy of Global Industrial Company (f/k/a Systemax Inc.) (the “Company”) that it will without exception comply with all applicable laws and regulations in conducting its business. Each employee and each director of Global Industrial Company and its subsidiaries is expected to abide by this policy. When carrying out Company business, employees and directors must avoid any activity that violates applicable laws or regulations. In meeting the standards set out in this Statement, it is essential that each employee and director conduct the Company’s business with honesty and integrity. Each employee and each director contributes to the Company’s overall reputation. Therefore, each employee and each director must accept individual responsibility for insuring that these standards are implemented.

II.THE USE OF INSIDE INFORMATION IN CONNECTION WITH TRADING IN SECURITIES

A.General Rule.

The U.S. securities laws regulate the sale and purchase of securities in the interest of protecting the investing public. U.S. securities laws give the Company, its officers and directors, and other employees the responsibility to ensure that information about the Company is not used unlawfully in the purchase and sale of securities.

All employees and directors should pay particularly close attention to the law against trading on “inside” information. These laws are based upon the belief that all persons trading in a company’s securities should have equal access to all “material” information about that company. For example, if an employee or a director of a company knows material non-public financial information, that employee or director is prohibited from buying or selling stock in the company until the information has been disclosed to the public. This is because the employee or director knows information that will probably cause the stock price to change, and it would be unfair for the employee or director to have an advantage (knowledge that the stock price will change) that the rest of the investing public does not have. In fact, it is more that unfair — it is considered to be fraudulent and illegal. Civil and criminal penalties for this kind of activity are severe.

The general rule can be stated as follows: It is a violation of the federal securities laws for any person to buy or sell securities if he or she is in possession of material inside information. Information is material if it could affect a person’s decision whether to buy, sell or hold the securities. While it is not possible to identify all information that would be deemed material, examples of information that would generally be considered material include the following:

•financial performance and earnings guidance;

•the decision to suspend earnings guidance;

•potential mergers, acquisitions, joint ventures, dispositions, restructurings or recapitalizations;

•significant related party transactions;

•a significant cybersecurity incident, such as a data breach, or any other significant disruption in the Company’s operations or loss, potential loss, breach or unauthorized access of its property or assets;

•bank borrowings or other financing transactions out of the ordinary course;

•The gain or loss of a significant customer or supplier;

•significant changes in volume, market share or product pricing;

•stock splits, public or private securities/debt offerings, or changes in a company’s dividend policies or amounts;

•significant changes in senior management;

•actual, threatened or potential exposure to major litigation, or the resolution of such litigation;

•approvals or denials of requests for regulatory approval by government agencies of significant products, patents or trademarks;

•the contents of forthcoming publications that may affect the market price of a company’s securities;

•a change in auditors or notification that the auditor’s reports may no longer be relied upon;

•significant changes in accounting treatment, write-offs or effective tax rate; and

•impending bankruptcy or financial liquidity problems of the company.

Information is inside information if it has not been publicly disclosed. Information is considered “non-public” until it has been widely disseminated to the public through a public filing, press release, or other non-exclusionary method of disclosure reasonably designed to provide public access, and there has been sufficient time for the market to digest that information.

Furthermore, it is illegal for any person in possession of material inside information to provide other people with such information or to recommend that they buy or sell the securities (a practice known as “tipping”). In that case, they may both be held liable.

This Policy applies to transactions in the Company’s securities, including the Company’s common stock, options to purchase common stock, or any other type of securities that the Company may issue, including (but not limited to) preferred stock, convertible debentures and warrants, as well as derivative securities that are not issued by the Company, such as exchange-traded put or call options or swaps relating to the Company’s Securities.

The Securities and Exchange Commission (the “SEC”), the stock exchanges and plaintiffs’ lawyers focus on uncovering insider trading. Punishment for insider trading violations is severe, and could include significant fines and imprisonment. While the regulatory authorities concentrate their efforts on the individuals who trade, or who tip inside information to others who trade, the federal securities laws also impose potential liability on companies and other “controlling persons” (including directors and officers) if they fail to take reasonable steps to prevent insider trading by company personnel.

In addition, an individual’s failure to comply with this Policy may subject the individual to Company-imposed sanctions, including dismissal for cause, whether or not the employee’s failure to comply results in a violation of law. Needless to say, a violation of law, or even an SEC investigation that does not result in prosecution, can tarnish a person’s reputation and irreparably damage a career.

Insider information does not belong to the individual directors, officers or other employees who may handle it or otherwise become knowledgeable about it. It is an asset

of the Company. For any person to use such information for personal benefit or to disclose it to others outside the Company violates the Company’s interest. More particularly, in connection with trading in the Company securities, it is a fraud against members of the investing public and against the Company.

B.Who Does the Policy Apply To?

The prohibition against trading on inside information applies to directors, officers and all other employees of the Company and its subsidiaries, and to other people who gain access to that information, such as consultants or independent contractors. The prohibition applies to both domestic and international employees of the Company and its subsidiaries. Because of their access to confidential information on a regular basis, Company policy subjects its directors and certain employees (the “Window Group”) to additional restrictions on trading in the Company securities. The restrictions for the Window Group are discussed in Section G below. In addition, directors and certain employees with inside knowledge of material information may be subject to ad hoc restrictions on trading from time to time.

This Policy applies to your family members who reside with you (including a spouse, a child, a child away at college, stepchildren, grandchildren, parents, stepparents, grandparents, siblings and in-laws), anyone else who lives in your household, and any family members who do not live in your household but whose transactions in Company securities are directed by you or are subject to your influence or control, such as parents or children who consult with you before they trade in Company securities (collectively referred to as “Family Members”). You are responsible for the transactions of these other persons and therefore should make them aware of the need to confer with you before they trade in Company securities, and you should treat all such transactions for the purposes of this Policy and applicable securities laws as if the transactions were for your own account. This Policy does not, however, apply to personal securities transactions of Family Members where the purchase or sale decision is made by any person or entity not controlled by, influenced by or related to you or your Family Members.

This policy also applies to any entities influenced or controlled by a director or employee, including any corporations, partnerships or trusts, and transactions by such controlled entities should be treated for the purposes of this policy and applicable securities laws as if they were for the account of such director or employee.

C.Other Companies’ Stocks.

The same rules apply to other companies’ stocks. Employees and directors who learn material information about suppliers, customers, competitors or other companies through their work at the Company, should keep it confidential and not buy or sell stock in such companies until the information becomes public. Employees and directors also should not give tips about such stocks.

D.Trading in Options.

The insider trading prohibition also applies to trading in options, such as put and call options and other derivative securities. Options’ trading is highly speculative and very risky. People who buy options may be betting that the stock price will move rapidly. For that reason, when a person trades in options in his or her employer’s stock, it will arouse suspicion in the eyes of the SEC that the person was trading on the basis of inside

information, particularly where the trading occurs before a Company announcement of major event. It is difficult for an employee or director to prove that he or she did not know about the announcement or event.

If the SEC or the stock exchanges were to notice active options trading by one or more employees or directors of the Company prior to an announcement, they would investigate. Such an investigation could be embarrassing to the Company (as well as expensive), and could result in severe penalties and expense for the persons involved. For all of these reasons, the Company prohibits its employees and directors from trading in options on the Company stock. This policy does not pertain to employee stock options granted by the Company. Employee stock options cannot be traded.

E.Margin Accounts.

Securities held in a margin account as collateral for a margin loan may be sold by the broker without the customer’s consent if the customer fails to meet a margin call. Such margin sales may occur at a time when the accountholder is aware of material nonpublic information or otherwise is not permitted to trade in Company securities. The Company therefore urges all directors, officers and other employees who hold Company securities in a margin account to monitor such account carefully to ensure that such a sale of Company securities will not take place.

F.Gifts.

Bona fide gifts are not transactions subject to this Policy, unless the person making the gift has reason to believe that the recipient intends to sell the Company securities while the officer, employee or director is aware of material nonpublic information, or the person making the gift is subject to the trading restrictions specified below under the heading “Guidelines – Restrictions on the Window Group” and the sales by the recipient of the Company securities occur outside of a Window.

G.Guidelines.

The following guidelines should be followed in order to ensure compliance with applicable antifraud laws and with the Company’s policies:

1.Nondisclosure. Material inside information must not be disclosed to anyone, except to persons within the Company whose positions require them to know it.

2.Trading in the Company Securities. No employee or director should place a purchase or sale order, or recommend that another person place a purchase or sale order in the Company’s securities when he or she has knowledge of material information concerning the Company that has not been disclosed to the public. This includes orders for purchases and sales of stock and convertible securities. The exercise of employee stock options is not subject to this policy. This policy does apply, however, to any sale of stock as part of a broker-assisted cashless exercise of an option, or any other market sale for the purpose of generating the cash needed to pay the exercise price of an option. Additionally, stock that was acquired upon exercise of a stock option will be treated like any other stock and may not be sold by an employee who is in possession of material inside information. Any employee or director who possesses material inside

information should wait until the start of the third business day after the information has been publicity released before trading.

3.Avoid Speculation. Investing in the Company’s Common Stock provides an opportunity to share in the future growth of the Company. But investment in the Company and sharing in the growth of the Company does not mean short-range speculation based on fluctuations in the market. Such activities put the personal gain of the employee or director ahead of stockholders. Although this policy does not mean that employees or directors may never sell shares, the Company encourages employees and directors to avoid frequent trading in Company Stock. Speculating in Company stock is not part of the Company culture.

4.Trading in Other Securities. No employee or director should place a purchase or sale order, or recommend that another person place a purchase or sale order, in the securities of another corporation, if the employee or director learns in the course of his or her employment confidential information about the other corporation that can reasonably be expected to affect the value of those securities. For example, it would be a violation of the securities laws if an employee or director learned through Company sources that the Company has intended to purchase assets from a company, and then bought or sold stock in that other company because of the likely increase or decrease in the value of its securities.

5.Restrictions on the Window Group. The Window Group consists of (i) directors and executive officers of the Company and (ii) such other persons as may be designated from time to time by management and informed of such status by the Company’s General Counsel (the “General Counsel”). The Window Group is subject to the following restrictions on trading in Company securities:

Trading in Company securities is permitted after one full trading day following an earnings release with respect to the preceding fiscal period until the 15th day prior to the end of the then current fiscal quarter (the “Window”), subject to the restrictions below:

All trades subject to prior review;

Clearance for all trades should be obtained from the Company’s General Counsel;

No trading outside the Window except for (i) reasons of exceptional personal hardship and subject to prior review and approval by the General Counsel and (ii) sales effected solely in order to pay taxes in respect of the vesting of restricted equity securities or the exercise price and/or taxes in respect of stock acquired upon exercise of stock options on a “cashless exercise” basis, issued to an employee under the Company’s employee equity plans, provided that the sale transaction is effected under a Non-Rule 10b5-1 Trading Arrangement (as defined below); and

Individuals in the Window Group are also subject to the general restrictions on all employees.

From time to time, an event may occur that is material to the Company and is known by only a few directors, officers and/or employees. So long as the event remains material and nonpublic, individuals may be designated by management as subject to an event-specific restriction and may not trade Company securities. In that situation, the General Counsel may notify these persons that they should not trade in the Company’s securities, without disclosing the reason for the restriction. The existence of an event-specific trading restriction period will not be announced to the Company as a whole, and should not be communicated to any other person. Even if you have not been designated as a person who should not trade due to an event-specific restriction, you should not trade while aware of material nonpublic information. Exceptions will not be granted during an event-specific trading restriction period.

The Company does not impose specific stock ownership level requirements on its executives. However, in order to align the interests of senior management with the interests of our shareholders, sales by senior management are generally discouraged, absent special circumstances. Written notice of a proposed sale or purchase should be provided to the Chief Executive Officer and the General Counsel at least three (3) business days before the expected sale or purchase date. Sales by any executive officer or senior management personnel (Vice President or higher), other than approved Non-Rule 10b5-1 Trading Arrangements, or purchases at any time (including during a Window) require the pre-approval of the Company’s Chief Executive Officer, who will confer with the proposed seller/buyer and the Company’s General Counsel, and in the discretion of the Chief Executive Officer with the Chairman of the Board and/or the Lead Director of the Board of Directors.

Other persons, including members of the Window Group, require the pre-approval of the General Counsel, who will confer with the proposed seller/buyer and the Chief Executive Officer.

Sales or purchases by any director other than approved Non-Rule 10b5-1 Trading Arrangements, at any time (including during a Window) require the pre-approval of the Company’s Chairman of the Board or of the Lead Director. Written notice of a proposed sale should be provided to the Chairman and Lead Director at least three (3) business days before the expected sale date, with copies to the Chief Executive Officer and General Counsel. The Chairman of the Board or the Lead Director, as applicable, will confer with the proposed seller and in the discretion of the Chairman or the Lead Director, with the Board of Directors, the Chief Executive Officer and the Company’s General Counsel. In each case, approval for trading by a Director should be made by requesting the approval form from the General Counsel.

6.General Exceptions. The quarterly trading restrictions and event-specific trading restrictions do not apply to those transactions to which the Policy does not apply. Further, the requirement for pre-clearance, the quarterly trading restrictions and event-specific trading restrictions do not apply to transactions conducted pursuant to approved Rule 10b5-1 plans and approved Non-Rule 10b5-1 Trading Arrangements.

7.Exceptions for Transfers Pursuant to Rule 10b5-1. Rule 10b5-1(c) under the Securities Exchange Act of 1934 (the “Exchange Act”), and the related rules and regulations as then in effect, provides an affirmative defense to insider trading liability for purchases or sales of securities executed pursuant to a contract, plan or instructions that comply with requirements set forth in that Rule, including by the Company pursuant to a stock buyback program. Accordingly, a member of the Window Group and/or the Company may establish contracts, plans or instructions that comply with the requirements of Rule 10b5-1(c). The trading restrictions outlined in this Section II.G shall not prohibit transfers of Company securities made pursuant to a written contract, letter of instruction or plan that (a) complies with the requirements of SEC Rule 10b5-1 (a “Rule 10b5-1 Plan”), (b) has been approved by the Company’s Nominating/Corporate Governance Committee (the “Committee”), in advance of the first trade thereunder and (c) with respect to which the Committee has received the certification referred to in Section II.G.8 below. However, a member of the Window Group or the Company (as applicable) may not enter into or amend or terminate a 10b5-1 Plan except with prior Committee approval during a Window period, and provided the member of the Window Group or the Company (as applicable) is not aware of material, non-public information about the Company.

The Company reserves the right to make public disclosure a condition to implementation of a 10b5-1 Plan and otherwise to make any public disclosures regarding a 10b5-1 Plan as required by applicable law. If approval for a Rule 10b5-1 Plan is granted, the person establishing the Rule 10b5-1 Plan shall, for as long as such Rule 10b5-1 Plan remains in effect, promptly provide all information reasonably requested by the Company in order to permit the Company to satisfy its disclosure obligations under the Exchange Act and the related rules and regulations then in effect. The Company reserves the right to prohibit any transactions in Company securities, even pursuant to a previously approved 10b5-1 Plan, if the Committee determines that such prohibition is in the best interests of the Company.

8.Procedures for Approving Trades under Rule 10b5-1 Plans. No trades shall be treated as having been made pursuant to a Rule 10b5-1 Plan under this policy unless:

The Rule 10b5-1 Plan complies with the requirements of Rule 10b5-1;

The Committee has approved the Rule 10b5-1 Plan, and has certified such approval in writing at least two business days prior to the date that the Rule 10b5-1 Plan is formally established (and/or prior to any amendment or termination of an existing Rule 10b5-1 Plan, and which amendment or termination is approved by the Committee); and

The person establishing the Rule 10b5-1 Plan has certified to the Committee in writing no earlier than two business days prior to the date that the Rule 10b5-1 Plan is formally established (and/or prior to any amendment or termination of an existing Rule 10b5-1 Plan, and which amendment or termination is approved by the Committee), that:

•Such person is not aware of material nonpublic information concerning the Company and all such trades to be made pursuant to Rule 10b5-1 Plan will be made in accordance with the Exchange Act and the Securities Act, and

•The Rule 10b5-1 Plan (as modified, if applicable) complies with the requirements of Rule 10b5-1.

It shall be the sole responsibility of the person establishing the Rule 10b5-1 Plan to ensure that such plan complies with the requirements of Rule 10b5-1. The existence of the foregoing approval procedures does not in any way obligate the Committee to approve any Rule 10b5-1 Plan. The Committee may reject any Rule 10b5-1 Plan in its sole discretion.

9.Non-Rule 10b5-1 Trading Arrangements. No employee or director shall enter into a Non-Rule 10b5-1 Trading Arrangement with respect to the Company’s securities without approval by the Committee, in advance of the first trade thereunder. If approval is granted, the person establishing the Non-Rule 10b5-1 Trading Arrangement shall, for as long as such Non-Rule 10b5-1 Trading Arrangement remains in effect, promptly provide all information reasonably requested by the Company in order to permit the Company to satisfy its disclosure obligations under the Exchange Act and the related rules and regulations then in effect.

As used herein, a “Non-Rule 10b5-1 Trading Arrangement” means a trading plan where the employee or director asserts that, at a time when they were not aware of material nonpublic information, such person adopted a written arrangement for trading the securities, and the trading arrangement specified (1) the amount, price and date upon which the securities are to be purchased or sold, (2) a written formula or algorithm for determining the amount and price for purchasing or selling, or (3) did not permit the covered person to exercise any subsequent influence over how, when or whether to effect purchases or sales, provided that any person acting on behalf of such covered person does not have access to material nonpublic information.

10.Rules Applicable to Participants in the Employee Stock Purchase Plan; Restrictions on Elections; Section 16 Limitations; Window Group Limitations.

The Company has adopted an Employee Stock Purchase Plan (the “ESPP”), under which eligible employees can elect to purchase common stock of the Company, at a discount to the open market price, through automatic payroll deductions. ESPP participants can increase, decrease, or withdraw their payroll deduction elections as permitted by the ESPP.

However, all employees participating in the ESPP are subject to the restrictions of this Insider Trading Policy. Certain participants may be members of the Window Group and are subject to those restrictions, and certain participants may be subject to the restrictions of the SEC’s Section 16 “short swing profit” rules (see Section III B. below). These restrictions interact with the ESPP as follows:

Employees may not make changes to their ESPP elections when in possession of material inside information.

Window Group employees and Section 16 employees may only make changes to their elections during a Window period.

While purchase transactions effected under the ESPP are exempt from Section 16, and will not be matched with dispositions of Company stock occurring six months prior to or subsequent to the ESPP purchase (such as stock sales in the open market, including stock sold upon option exercises/restricted stock vesting), sales of stock acquired under the ESPP would be matched against acquisitions occurring within 6 months before or after the sale (other than acquisitions under our shareholder approved employee equity plans.

Section 16 employees (officers and directors) are urged to consider Section III below and all employees are urged to consult with the Company’s General Counsel prior to engaging in any transaction or other transfer of Company equity securities regarding the potential applicability of Section 16(b) and the insider trading rules.

11.Dividend Reinvestment Plan.

If the Company has adopted a dividend reinvestment plan (“DRP”), this Policy shall not apply to purchases of Company securities under the DRP resulting from an employee’s reinvestment of dividends paid on Company securities. This Policy shall apply, however, to voluntary purchases of Company securities resulting from additional contributions an employee chooses to make to the DRP, and to an employee’s election to participate in the DRP or increase such employee’s level of participation in the DRP. This Policy shall also apply to an employee’s sale of any Company securities purchased pursuant to the DRP.

12.401(k) Plan. This Policy does not apply to purchases of Company securities in the Company’s 401(k) plan resulting from an employee’s periodic contribution of money to the plan pursuant to such employee’s deduction election. It should be noted that sales of Company securities from a 401(k) account are also subject to Rule 144, and therefore affiliates should ensure that a Form 144 is filed when required.

13.Other Similar Transactions. Any other purchase of Company securities from the Company or sales of Company securities to the Company are not subject to this Policy.

III.OTHER LIMITATIONS ON SECURITIES TRANSACTIONS

A.Restrictions on Purchases of Company Securities.

In order to prevent market manipulation, the SEC has adopted Rules 10b-6 and 10b-18 under the Exchange Act. Rule 10b-6 generally prohibits the Company or any of its affiliates from buying Company stock in the open market during certain periods while a public offering is taking place. Rule 10b-18 sets forth guidelines for purchases of Company stock by the Company or its affiliates while a stock buyback program is

occurring. While the guidelines are optional, compliance with them provides immunity from a stock manipulation charge. Employees and directors should consult with the Company’s General Counsel if they desire to make purchases of Company stock during any period that the Company is making a public offering or buying stock from the public. Unless the Company has entered into an approved 10b5-1 Plan as noted above, all purchases of Company stock during a stock buyback program will occur during a Window period.

B.Disgorgement of Profits on Short-Swing Transaction — Section 16 (b).

Section 16 of the Exchange Act applies to directors and officers of the Company and to any person owning more than ten percent of any registered class of the Company’s equity securities. The section is intended to deter such persons (collectively referred to below as “insiders”) from misusing confidential information about their companies for personal trading gain. Section 16 (a) requires insiders to publicly disclose any changes in their beneficial ownership of the Company’s equity securities (see ‘Filing Requirements’, below) Section 16 (b) requires insiders to disgorge to the Company any “profit” resulting from “short-swing” trades, as discussed more fully below. Section 16 (c) effectively prohibits insides from engaging in short sales (see ‘Prohibition of Short Sales’, below).

Under Section 16 (b), any profit realized by an insider on a “short-swing” transaction (i.e., a purchase and sale, or sale and purchase, of the Company’s equity securities within a period of less than six months) must be disgorged to the Company upon demand by the Company or a stockholder acting on its behalf. By law, the Company cannot waive or release any claim it may have under Section 16 (b), or enter into an enforceable agreement to provide indemnification for amounts recovered under the section.

Liability under Section 16 (b) is imposed on a strict liability basis, without regard to whether the insider intended to violate the section. Good faith, therefore, is not a defense. All that is necessary for a successful claim is to show that the insider realized “profits” on a short-swing transaction; however, profit, for this purpose, is calculated as the difference between the sale price and the purchase price in the matching transactions, and may be unrelated to the actual gain on the shares sold. When computing recoverable profits on multiple purchases and sales within a six month period, the courts maximize the recovery by matching the next lowest purchase price with the highest sale price, the next lowest purchase price with the next highest sale price, and so on. The use of this method makes it possible for an insider to sustain a net loss on a series of transaction while having recoverable profits.

The terms “purchase” and “sale- are construed under Section 16 (b) to cover a broad range of transactions including acquisitions and dispositions in tender offers and certain corporate reorganizations. Moreover, purchases and sales by an insider may be matched with transactions by any person (such as certain family members) whose securities are deemed to be beneficially owned by the insider. Further, certain transactions, such as certain transactions occurring under shareholder approved employee equity plans, are exempt from Section 16.

The Section 16 rules are complicated, very fact specific, and present ample opportunity for inadvertent error. To avoid unnecessary costs and potential embarrassment for insiders and the Company, officers and directors are strongly urged to consult with the

Company’s General Counsel prior to engaging in any transaction or other transfer of Company equity securities regarding the potential applicability of Section 16 (b).

C.Prohibition of Short Sales.

Under Section 16(c) rules, insiders are prohibited from effecting “short sales” of the Company’s equity securities. A “short sale” is one involving securities which the seller does not own at the time of sale, or, if owned, are not delivered within 20 days after the sale or deposited in the mail or other usual channels of transportation within five days after the sale. Wholly apart from Section 16(c), the Company prohibits directors and employees from selling the Company’s stock short. This type of activity is inherently speculative in nature and is contrary to the best interest of the Company and its shareholders.

D.Data and Security Breaches.

Because we prohibit our employees from purchasing or selling our stock or other securities based upon material, non-public information, this could include information regarding a data or information security breach. Employees with such knowledge must obtain from our General Counsel written pre-clearance for any such purchase or sale, which the General Counsel will not issue in the event of a data or information security breach, the existence of which has not been made public.

E.Filing Requirements.

Under Section 16 (a) of the Exchange Act; insiders must file with SEC and any stock exchange on which the Company’s equity securities are listed (i.e. The New York Stock Exchange) public reports disclosing their holding of the transactions involving, the Company’s equity securities. Copies of these reports must also be submitted to the Company. An initial report on Form 3 must be filed by every insider within 10 days after election or appointment disclosing all equity securities of the Company beneficially owned by the reporting person on the date s/he became an insider. Even if no securities were owned on that date, the insider must file a report. Any subsequent change in the nature or amount of beneficial ownership by the inside must be reported on Form 4 and filed within two business days after the date in which the change occurred. Certain exempt transactions may be reported on Form 5 within 45 days after the end of the fiscal year. The fact that an insider’s transactions during the month resulted in no net change, or the fact that no securities were owned after the transactions were completed, does not provide a basis for failing to report.

All changes in the amount or the form (i.e. direct or indirect) of beneficial ownership (not just purchases and sales) must be reported. Thus, such transactions as gifts and stock dividends ordinarily are reportable. Moreover, an officer or director who has ceased to be an officer or director must report any transactions that have occurred within six months of when the person was an insider.

The reports under Section 16 (a) are intended to cover all securities beneficially owned either directly by the inside or indirectly through others. An insider is considered the direct owner of all Company equity securities held in his or her own name or held jointly with other. An insider is considered the indirect owner of any securities from which he obtains benefits substantially equivalent to those of ownership. Thus, equity securities of the Company beneficially owned through partnerships, corporations, trusts, estates, and

by family members generally are subject to reporting. Absent countervailing facts, an insider is presumed to be the beneficial owner of securities held by his or her spouse and other family members sharing the same home. But an insider is free to disclaim beneficial ownership of these or any other securities being reported if the insider believes there is a reasonable basis for doing so. In addition, holding of and transactions in stock of the Company by a trust are also reportable under Section 16 if the trustee is an officer of director of the Company and exercises or shares investment control over the securities held by the trust, and either the trustee or a member of the trustee’s immediate family is a beneficiary of the trust. For this purpose, immediate family includes any child, stepchild, grandchild, parent, any mother, father, son, daughter, brother or sister in law, and includes adoptive relationships.

It is important that reports under Section 16 (a) be prepared properly and filed on a timely basis. The reports must be received at the SEC by the filing deadline.

ALL SUCH FILINGS MUST BE MADE TO THE SEC ELECTRONICALLY. IN ADDITION, SUCH FILINGS MUST BE POSTED ON THE COMPANY’S WEBSITE. There is no provision for extension of the filing deadlines, and the SEC can take enforcement action against insiders who do not comply fully with the filing requirements. In addition, the Company is required to disclose in its annual proxy statement the names of insiders who failed to file Section 16 (a) reports properly during the fiscal year, along with the particulars of such instances of noncompliance. Accordingly, the Company strongly urges all directors and officers to notify the Company’s General Counsel prior to any transactions or changes in their or their family members’ beneficial ownership involving Company stock and to avail themselves of the assistance available from the Company’s General Counsel in satisfying the reporting requirements.

F.Post-Termination Transactions

The Policy continues to apply to transactions in Company securities even after termination of service to the Company. If an individual is in possession of material nonpublic information when his or her service terminates, that individual may not trade in Company securities until that information has become public or is no longer material.

Exhibit 21

SUBSIDIARIES OF GLOBAL INDUSTRIAL COMPANY



Company Name						Jurisdiction

Avenue Industrial Supply Company Limited						Canada

C&H Distribution Holdings Inc.						USA (DE)

C&H Distributors, LLC						USA (DE)

Global Equipment Company Inc.						USA (NY)

Global Industrial Distribution Inc.						USA (DE)

Global Industrial Holdings LLC						USA (DE)

Global Industrial Services Inc.						USA (DE)

Indoff LLC						USA (MO)

Industrialsupplies.Com, LLC						USA (DE)

Misco Germany Inc.						USA (NY)

Exhibit 23


Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the following Registration Statements: (1)Registration Statement (Form S-8 No. 333-176264) pertaining to the Systemax Inc. 2010 Long-Term Incentive Plan, (2)Registration Statement (Form S-8 No. 333-226902) pertaining to the 2018 Employee Stock Purchase Plan, and (3)Registration Statement (Form S-8 No. 333-240228) pertaining to the Systemax Inc. 2020 Omnibus Long-Term Incentive Plan;
of our reports dated February 26, 2025, with respect to the consolidated financial statements of Global Industrial Company and the effectiveness of internal control over financial reporting of Global Industrial Company included in this Annual Report (Form 10-K) of Global Industrial Company for the year ended December 31, 2024.

/s/ Ernst & Young LLP

New York, New York
February 26, 2025

Exhibit 31.1

CERTIFICATION UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Barry Litwin, certify that:

1. I have reviewed this annual report on Form 10-K of Global Industrial Company (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter( the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Dated: February 26, 2025

/s/ ANESA CHAIBI
Anesa Chaibi, Chief Executive Officer

Exhibit 31.2

CERTIFICATION UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Thomas Clark, certify that:

1. I have reviewed this annual report on Form 10-K of Global Industrial Company (the “registrant”);

d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter ( the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Dated: February 26, 2025

/s/ THOMAS CLARK
Thomas Clark, Chief Financial Officer

Exhibit 32.1

CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

The undersigned, the Chief Executive Officer of Global Industrial Company, hereby certifies that Global Industrial Company's Form 10-K for the year ended December 31, 2024 fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) and that the information contained in such Form 10-K fairly presents, in all material respects, the financial condition and results of operations of Global Industrial Company.


Dated: February 26, 2025

/s/ ANESA CHAIBI
Anesa Chaibi, Chief Executive Officer

Exhibit 32.2

CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION OF CHIEF FINANCIAL OFFICER

The undersigned, the Chief Financial Officer of Global Industrial Company, hereby certifies that Global Industrial Company’s Form 10-K for the year ended December 31, 2024 fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) and that the information contained in such Form 10-K fairly presents, in all material respects, the financial condition and results of operations of Global Industrial Company.


Dated: February 26, 2025

/s/ THOMAS CLARK
Thomas Clark, Chief Financial Officer

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Dec. 31, 2024	Feb. 20, 2025	Jun. 30, 2024
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2024
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	1-13792
Entity Registrant Name	Global Industrial Company
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	11-3262067
Entity Address, Address Line One	11 Harbor Park Drive
Entity Address, City or Town	Port Washington
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11050
City Area Code	(516)
Local Phone Number	608-7000
Title of 12(b) Security	Common Stock, par value $ .01 per share
Trading Symbol	GIC
Security Exchange Name	NYSE
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 412,267,153
Entity Common Stock, Shares Outstanding		38,311,253
Documents Incorporated by Reference	Portions of the Proxy Statement of Global Industrial Company relating to the Annual Meeting of Stockholders to be held in 2025 are incorporated by reference in Part III hereof.
Entity Central Index Key	0000945114
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	FY
Amendment Flag	false

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2024
Audit Information [Abstract]
Auditor Firm ID	42
Auditor Name	Ernst & Young LLP
Auditor Location	New York, New York

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 44.6	$ 34.4
Accounts receivable, (net of allowance for credit losses of $2.8 and $2.9, respectively)	126.5	130.7
Inventories	167.1	150.8
Prepaid expenses and other current assets	14.4	13.9
Total current assets	352.6	329.8
Property, plant and equipment, net	19.1	20.0
Operating lease right-of-use assets	72.7	84.4
Deferred income taxes	8.1	7.9
Goodwill and intangibles	65.7	69.3
Other assets	2.5	2.0
Total assets	520.7	513.4
Current liabilities:
Accounts payable	106.5	111.0
Accrued expenses and other current liabilities	47.8	49.1
Operating lease liabilities	14.1	14.1
Total current liabilities	168.4	174.2
Operating lease liabilities	69.0	81.4
Other liabilities	2.2	2.6
Total liabilities	239.6	258.2
Commitments and contingencies
Shareholders’ equity:
Preferred stock, par value $.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 39,178,283 and 39,123,102 shares; outstanding 38,230,328 and 38,074,344 shares	0.4	0.4
Additional paid-in capital	207.5	204.8
Treasury stock at cost —947,955 and 1,048,758 shares	(16.8)	(18.6)
Retained earnings	88.6	66.0
Accumulated other comprehensive income	1.4	2.6
Total shareholders’ equity	281.1	255.2
Total liabilities and shareholders’ equity	$ 520.7	$ 513.4

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Allowance for credit losses	$ 2.8	$ 2.9
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, authorized (in shares)	25,000,000	25,000,000
Preferred stock, issued (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, authorized (in shares)	150,000,000	150,000,000
Common stock, issued (in shares)	39,178,283	39,123,102
Common stock, outstanding (in shares)	38,230,328	38,074,344
Treasury stock at cost (in shares)	947,955	1,048,758

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Net sales	$ 1,315.9	$ 1,274.3	$ 1,166.1
Cost of sales	863.9	838.5	744.9
Gross profit	452.0	435.8	421.2
Selling, distribution and administrative expenses	371.5	339.3	316.0
Operating income from continuing operations	80.5	96.5	105.2
Foreign currency exchange loss	0.5	0.2	0.3
Interest and other expense	0.2	1.1	1.1
Income from continuing operations before income taxes	79.8	95.2	103.8
Provision for income taxes	19.1	24.5	25.7
Net income from continuing operations	60.7	70.7	78.1
Income from discontinued operations, net of tax	0.3	0.0	0.7
Net income	$ 61.0	$ 70.7	$ 78.8
Net income per common share from continuing operations:
Basic (in dollars per share)	$ 1.58	$ 1.85	$ 2.05
Diluted (in dollars per share)	1.57	1.84	2.04
Net income per common share from discontinued operations:
Basic (in dollars per share)	0.01	0.00	0.02
Diluted (in dollars per share)	0.01	0.00	0.02
Net income per common share:
Basic (in dollars per share)	1.59	1.85	2.07
Diluted (in dollars per share)	$ 1.58	$ 1.84	$ 2.06
Weighted average common and common equivalent shares:
Basic (in shares)	38.3	38.1	38.0
Diluted (in shares)	38.4	38.2	38.1
Dividends declared (in dollars per share)	$ 1.00	$ 0.80	$ 0.72

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Statement of Comprehensive Income [Abstract]
Net income	$ 61.0	$ 70.7	$ 78.8
Other comprehensive income:
Foreign currency translation	(1.2)	0.2	(0.9)
Total comprehensive income	$ 59.8	$ 70.9	$ 77.9

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income from continuing operations	$ 60.7	$ 70.7	$ 78.1
Adjustments to reconcile income from continuing operations to net cash provided by (used in) operating activities:
Depreciation and amortization	7.6	6.4	3.9
(Benefit) provision for deferred income taxes	(0.5)	2.0	0.0
Provision for credit losses	2.1	3.2	1.6
Compensation expense related to equity compensation plans	2.8	3.0	4.5
Gain on dispositions and abandonment	(0.0)	(0.0)	(0.1)
Changes in operating assets and liabilities:
Accounts receivable	1.6	(2.6)	(3.3)
Inventories	(17.1)	33.3	(7.0)
Prepaid expenses and other assets	(2.6)	(0.8)	(1.8)
Income taxes	1.7	(1.1)	(7.1)
Accounts payable	(4.0)	1.2	(17.0)
Accrued expenses, other current liabilities and other liabilities	(1.9)	(3.3)	(2.0)
Net cash provided by operating activities from continuing operations	50.4	112.0	49.8
Net cash provided by operating activities from discontinued operations	0.3	0.0	0.4
Net cash provided by operating activities	50.7	112.0	50.2
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment	(3.8)	(3.9)	(7.4)
Proceeds from disposals of property, plant and equipment	0.0	0.0	0.3
Purchase of Indoff LLC, net of cash acquired	(0.0)	(72.3)	(0.0)
Net cash used in investing activities from continuing operations	(3.8)	(76.2)	(7.1)
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends paid	(38.4)	(30.6)	(27.6)
Borrowings under credit facility	0.0	50.6	119.0
Repayments under credit facility	(0.0)	(51.2)	(122.9)
Proceeds from issuance of common stock	1.8	0.6	0.8
Payment of payroll taxes on stock-based compensation through shares withheld	(1.6)	(0.5)	(0.4)
Proceeds from the issuance of common stock from employee stock purchase plans	1.5	1.4	1.4
Net cash used in financing activities from continuing operations	(36.7)	(29.7)	(29.7)
EFFECTS OF EXCHANGE RATES ON CASH	0.0	(0.2)	(0.3)
NET INCREASE IN CASH	10.2	5.9	13.1
CASH AND CASH EQUIVALENTS – BEGINNING OF YEAR	34.4	28.5	15.4
CASH AND CASH EQUIVALENTS – END OF YEAR	44.6	34.4	28.5
Supplemental disclosures:
Interest paid	0.3	1.1	1.2
Income taxes paid	17.9	23.7	32.8
Right-of-use assets obtained in exchange for lease obligations:
Operating and finance leases	$ 4.5	$ 6.3	$ 34.5

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Millions	Total	Common Stock	Additional Paid-in Capital	Treasury Stock, At Cost	Retained (Deficit) Earnings	Accumulated Other Comprehensive Income (Loss)
Beginning balances (in shares) at Dec. 31, 2021		37,854,000
Beginning balance at Dec. 31, 2021	$ 153.6	$ 0.4	$ 195.8	$ (20.4)	$ (25.5)	$ 3.3
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation expense	4.5		4.5
Issuance of restricted stock (in shares)		32,000
Issuance of restricted stock	0.0		(0.6)	0.6
Stock withheld for employee taxes (in shares)		(12,000)
Stock withheld for employee taxes	(0.4)			(0.4)
Proceeds from issuance of common stock (in shares)		34,000
Proceeds from issuance of common stock	0.8		0.1	0.7
Dividends	(27.4)				(27.4)
Issuance of shares under employee stock purchase plan (in shares)		53,000
Issuance of shares under employee stock purchase plan	1.4		1.4
Change in cumulative translation adjustment	(0.9)					(0.9)
Net income	78.8				78.8
Ending balances (in shares) at Dec. 31, 2022		37,961,000
Ending balance at Dec. 31, 2022	210.4	$ 0.4	201.2	(19.5)	25.9	2.4
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation expense	3.0		3.0
Issuance of restricted stock (in shares)		44,000
Issuance of restricted stock	0.0		(0.7)	0.7
Stock withheld for employee taxes (in shares)		(19,000)
Stock withheld for employee taxes	(0.5)		(0.2)	(0.3)
Proceeds from issuance of common stock (in shares)		29,000
Proceeds from issuance of common stock	0.6		0.1	0.5
Dividends	(30.6)				(30.6)
Issuance of shares under employee stock purchase plan (in shares)		59,000
Issuance of shares under employee stock purchase plan	1.4		1.4
Change in cumulative translation adjustment	0.2					0.2
Net income	$ 70.7				70.7
Ending balances (in shares) at Dec. 31, 2023	38,074,344	38,074,000
Ending balance at Dec. 31, 2023	$ 255.2	$ 0.4	204.8	(18.6)	66.0	2.6
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation expense	2.8		2.8
Issuance of restricted stock (in shares)		73,000
Issuance of restricted stock	0.0		(1.3)	1.3
Stock withheld for employee taxes (in shares)		(39,000)
Stock withheld for employee taxes	(1.6)		(0.9)	(0.7)
Proceeds from issuance of common stock (in shares)		67,000
Proceeds from issuance of common stock	1.8		0.6	1.2
Dividends	(38.4)				(38.4)
Issuance of shares under employee stock purchase plan (in shares)		55,000
Issuance of shares under employee stock purchase plan	1.5		1.5
Change in cumulative translation adjustment	(1.2)					(1.2)
Net income	$ 61.0				61.0
Ending balances (in shares) at Dec. 31, 2024	38,230,328	38,230,000
Ending balance at Dec. 31, 2024	$ 281.1	$ 0.4	$ 207.5	$ (16.8)	$ 88.6	$ 1.4

BASIS OF PRESENTATION	12 Months Ended
BASIS OF PRESENTATION	Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
BASIS OF PRESENTATION	BASIS OF PRESENTATION Global Industrial Company, through its operating subsidiaries (collectively, the “Company” or “Global Industrial”), is a value-added national distributor of hundreds of thousands of industrial and maintenance, repair and operations ("MRO") products in North America going to market through a system of branded e-commerce websites and relationship marketers. The Company operates in three segments that are aggregated into one reportable business segment. The Company sells a wide array of industrial and maintenance, repair and operation 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 products is impractical. The Company acquired 100% of the outstanding equity interests of Indoff LLC ("Indoff"), a business-to-business direct marketer of material handling products, commercial interior products and business products with operations in North America, on May 19, 2023, for approximately $72.6 million in cash, $5.2 million of which was placed into an escrow account for two years to secure the sellers’ indemnification obligations under the purchase agreement. Under the terms of the escrow agreement the escrow amount was reduced to $2.5 million on the one year anniversary of the closing date. This acquisition expanded the Company's presence in the MRO market in North America. The Indoff accounts are included in the accompanying consolidated financial statements from the date of acquisition. The Company's discontinued operations include its former North American Technology Group business, which was sold in December 2015 and has been winding down its operations since then. The results of the former North American Technology business are included in discontinued operations in the accompanying consolidated financial statements. Related Party Transactions During 2024 and 2023, the Company incurred a de minimis amount of related party transactions other than those disclosed within the leases disclosure.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2024

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company’s lease portfolio consists primarily of operating leases which expire at various dates through 2034.

The Company offers customers rights to return product within a certain time, usually 30 days. The Company estimates its sales returns liability quarterly based upon its historical return rates as a percentage of historical sales for the trailing twelve-month period. The total accrued sales returns liability was approximately $1.9 million at December 31, 2024 and $2.1 million at December 31, 2023, and was recorded as a refund liability in Accrued expenses and other current liabilities in the accompanying Consolidated Balance Sheets.

Shipping and Handling Costs — The Company recognizes shipping and handling costs in cost of sales.

Net advertising expenses were $90.6 million, $79.8 million and $72.0 million during 2024, 2023 and 2022, respectively, and are included in the accompanying consolidated statements of operations.


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

The fair value of goodwill, non-amortizing intangibles and long-lived assets is measured in connection with the Company’s annual impairment testing as discussed above.

Recent Accounting Pronouncements

CREDIT LOSSES

12 Months Ended

Dec. 31, 2024

Receivables [Abstract]

CREDIT LOSSES

The following is a rollforward of the allowances for credit losses related to the Company's receivables for the year ended December 31, 2024 and 2023 (in millions):


	December 31,
	2024		2023
Balance at beginning of period	$	2.9	$	2.3
Current period provision	2.1		3.2
Write-offs - trade accounts receivable	(2.2)		(2.6)


Balance at end of period	$	2.8	$	2.9

ACQUISITION

12 Months Ended

Dec. 31, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

ACQUISITION


Purchase price:	$	72.6
Less:
Cash	0.3
Accounts receivable	23.0
Inventories	4.6
Prepaid expenses and other current assets	2.5
Property, plant and equipment	0.3
Operating lease right-of-use assets	0.8
Customer lists	24.1
Trademarks	6.2
Other assets	0.1
Total identifiable assets acquired	$	61.9
Accounts payable	(12.5)
Accrued expenses and other current liabilities	(5.9)
Deferred revenue	(4.2)
Operating lease liabilities	(0.8)
Total identifiable liabilities acquired	$	(23.4)
Net identifiable assets acquired	38.5
Goodwill	$	34.1
Total net assets acquired	$	72.6

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

For the year ended December 31, 2024, Indoff generated revenue and net income of approximately $165.3 million and $5.1 million, respectively.

For the year ended December 31, 2023, Indoff generated revenue and net income of approximately $116.5 million and $4.3 million, respectively.


	Year Ended December 31,
	2023		2022
Net sales	$	1,338.0	$	1,347.5
Net income from continuing operations	$	73.3	$	86.2
Net income per common share, diluted, from continuing operations	$	1.92	$	2.26

LEASES

12 Months Ended

Dec. 31, 2024

Leases [Abstract]

LEASES

Information relating to operating leases for continuing and discontinued operations as of December 31, 2024 and 2023:


	Year Ended December 31,
	2024			2023
Weighted Average Remaining Lease Term
Operating leases	6.5 years			7.2 years

Weighted Average Discount Rate
Operating leases	5.4		%	5.4		%

ROU assets obtained in exchange for operating and finance lease obligations	$	4.5		$	6.3

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


Year Ending December 31	Operating Leases
2025	18.4
2026	16.5
2027	12.6
2028	12.1
2029	12.3
Thereafter	28.5
Total lease payments	100.4
Less: interest	(17.3)
Total present value of lease liabilities	$	83.1

LEASES

Information relating to operating leases for continuing and discontinued operations as of December 31, 2024 and 2023:


	Year Ended December 31,
	2024			2023
Weighted Average Remaining Lease Term
Operating leases	6.5 years			7.2 years

Weighted Average Discount Rate
Operating leases	5.4		%	5.4		%

ROU assets obtained in exchange for operating and finance lease obligations	$	4.5		$	6.3

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


Year Ending December 31	Operating Leases
2025	18.4
2026	16.5
2027	12.6
2028	12.1
2029	12.3
Thereafter	28.5
Total lease payments	100.4
Less: interest	(17.3)
Total present value of lease liabilities	$	83.1

REVENUE

12 Months Ended

Dec. 31, 2024

Revenue from Contract with Customer [Abstract]

REVENUE

Disaggregation of Revenues


	Year Ended December 31,
	2024		2023		2022
Net sales:
United States	$	1,248.6	$	1,206.3	$	1,094.3
Canada	67.3		68.0		71.8

Consolidated	$	1,315.9	$	1,274.3	$	1,166.1

GOODWILL AND INTANGIBLES

12 Months Ended

Dec. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND INTANGIBLES

The following table provides information related to the carrying value of goodwill and intangible assets (indefinite-lived and definite-lived) (in millions):


	December 31,
	2024		2023
Goodwill	$	39.6	$	40.0
Definite-lived intangibles	25.4		28.6
Indefinite-lived intangibles	0.7		0.7
Balances, December 31	$	65.7	$	69.3

The Company finalized the purchase price allocation related to the Indoff acquisition resulting in a reduction to goodwill of approximately of $0.4 million.

Indefinite-lived intangible assets:

The following table provides information related to the carrying value of indefinite lived intangibles as of December 31, 2024 and 2023, respectively (in millions):


	December 31,
	2024		2023



Domain names	$	0.7	$	0.7

Definite-lived intangible assets:

The following table summarizes information related to definite-lived intangible assets as of December 31, 2024 (in millions):


	December 31, 2024
	Amortization Period (Years)	Gross Carrying Amount		Accumulated Amortization		Net Book Value		Weighted avg useful life
Client lists	10 yrs	$	26.1	$	5.9	$	20.2	8.4
Trademarks	10 yrs	6.2		1.0		5.2		8.4

Total		$	32.3	$	6.9	$	25.4	8.4

The following table summarizes information related to definite-lived intangible assets as of December 31, 2023 (in millions):


	December 31, 2023
	Amortization Period (Years)	Gross Carrying Amount		Accumulated Amortization		Net Book Value		Weighted avg useful life
Client lists	10 yrs	$	26.1	$	3.3	$	22.8	9.3
Trademarks	10 yrs	6.2		0.4		5.8		9.4


Total		$	32.3	$	3.7	$	28.6	9.3


2025	$	3.0
2026	3.0
2027	3.0
2028	3.0
2029	3.0
Thereafter	10.4
Total	$	25.4

PROPERTY, PLANT AND EQUIPMENT

12 Months Ended

Dec. 31, 2024

Property, Plant and Equipment [Abstract]

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment, net consist of the following (in millions):


	December 31,
	2024		2023
Land improvements	$	0.8	$	0.8
Furniture and fixtures, office, computer and other equipment and software	44.2		43.0
Leasehold improvements	16.3		15.6
	61.3		59.4
Less accumulated depreciation and amortization	42.2		39.4
Property, plant and equipment, net	$	19.1	$	20.0

CREDIT FACILITIES	12 Months Ended
CREDIT FACILITIES	Dec. 31, 2024
Line of Credit Facility [Abstract]
CREDIT FACILITIES	CREDIT FACILITIES The Company maintains a $125.0 million secured revolving credit facility with one financial institution. This facility has a five-year term, maturing on October 19, 2026 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 December 31, 2024, eligible collateral under the credit agreement was $125.0 million, total availability was $122.2 million, total outstanding letters of credit was $1.7 million, total excess availability was $120.5 million and there were no outstanding borrowings. The Company was in compliance with all of the covenants of the credit agreement in place as of December 31, 2024.

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

12 Months Ended

Dec. 31, 2024

Payables and Accruals [Abstract]

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following (in millions):


	December 31,
	2024		2023
Payroll and employee benefits	$	23.7	$	23.0


Freight	5.8		7.3
Deferred revenue	4.3		3.5
Sales and GST taxes payable	3.7		3.9
Product returns liability	1.9		2.1
Other	8.4		9.3
Accrued expenses and other current liabilities	$	47.8	$	49.1

NET INCOME PER COMMON SHARE

12 Months Ended

Dec. 31, 2024

Earnings Per Share [Abstract]

NET INCOME PER COMMON SHARE


	Year Ended December 31,
	2024		2023		2022
Net income from continuing operations	$	60.7	$	70.7	$	78.1
Less: Distributed net income available to participating securities	(0.3)		(0.2)		(0.1)
Less: Undistributed net income available to participating securities	(0.1)		(0.2)		(0.2)
Numerator for basic net income per share:
Undistributed and distributed net income available to common shareholders	$	60.3	$	70.3	$	77.8
Add: Undistributed net income allocated to participating securities	0.1		0.2		0.2
Less: Undistributed net income reallocated to participating securities	(0.1)		(0.2)		(0.2)

Numerator for diluted net income per share:
Undistributed and distributed net income available to common shareholders	$	60.3	$	70.3	$	77.8
Denominator:
Weighted average shares outstanding for basic net income per share	38.3		38.1		38.0
Effect of dilutive securities	0.1		0.1		0.1
Weighted average shares outstanding for diluted net income per share	38.4		38.2		38.1

Net income per share from continuing operations:
Basic	$	1.58	$	1.85	$	2.05
Diluted	$	1.57	$	1.84	$	2.04

Net income from discontinued operations	$	0.3	$	0.0	$	0.7
Less: Distributed net income available to participating securities	$	0.0	$	0.0	$	0.0
Less: Undistributed net income available to participating securities	$	0.0	$	0.0	$	0.0
Numerator for basic and diluted net income per share:
Undistributed and distributed net income available to common shareholders	$	0.3	$	0.0	$	0.7







Net income per share from discontinued operations:
Basic	$	0.01	$	0.00	$	0.02
Diluted	$	0.01	$	0.00	$	0.02

Net income per share:
Basic	$	1.59	$	1.85	$	2.07
Diluted	$	1.58	$	1.84	$	2.06

Potentially dilutive securities	0.2		0.2		0.1

STOCK REPURCHASES

12 Months Ended

Dec. 31, 2024

Equity [Abstract]

STOCK REPURCHASES

SHAREHOLDERS’ EQUITY

Stock-Based Compensation Plans

Shares issued under our share-based compensation plans are usually issued from shares of our common stock held in the treasury.

Stock Options

The following table presents the weighted-average assumptions used to estimate the fair value of options granted in 2024, 2023 and 2022:


	2024		2023		2022
Expected annual dividend yield	1.8	%	2.5	%	2.0	%
Risk-free interest rate	4.26	%	4.06	%	1.85	%
Expected volatility	44.5	%	49.9	%	52.8	%
Expected life in years	4.8		4.8		5.0

The following table summarizes information concerning outstanding and exercisable options:


	Weighted Average
	2024				2023				2022
	Shares		Weighted Avg. Exercise Price		Shares		Weighted Avg. Exercise Price		Shares		Weighted Avg. Exercise Price
Outstanding at beginning of year	541,657		$	26.10	509,212		$	25.65	463,304		$	24.28
Granted	70,170		$	43.83	80,976		$	28.99	79,025		$	32.65
Exercised	(58,407)		$	24.09	(25,967)		$	20.25	(29,917)		$	22.87
Canceled or expired	(64,037)		$	30.41	(22,564)		$	33.01	(3,200)		$	26.61
Outstanding at end of year	489,383		$	28.32	541,657		$	26.10	509,212		$	25.65

Options exercisable at year end	349,274				333,796				297,889
Weighted average fair value per option granted during the year	$	16.53			$	11.30			$	13.07

The total intrinsic value of options exercised was $1.0 million in 2024, and $0.3 million in 2023 and in 2022.

The following table summarizes information about options vested and exercisable or non-vested that are expected to vest (non-vested outstanding less expected forfeitures) at December 31, 2024:


Range of Exercise Prices					Options Outstanding and Exercisable	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value (in millions)
$	5.00	to	$	15.00	41,500	$	5.91	1.74	$	0.8
$	15.01	to	$	25.00	213,881	$	23.57	3.37	0.2
$	25.01	to	$	35.00	130,901	$	31.04	7.26	0.0
$	35.01	to	$	45.00	103,101	$	43.73	7.47	0.0


$	5.00	to	$	45.00	489,383	$	28.32	5.14	$	1.0

The following table reflects the activity for all unvested stock options during 2024:


	Shares	Weighted Average Grant- Date Fair Value
Unvested at January 1, 2024	207,861	$	12.29
Granted	70,170	$	16.53
Vested	(75,093)	$	12.51
Forfeited	(62,829)	$	12.72
Unvested at December 31, 2024	140,109	$	14.28

Restricted Stock and Restricted Stock Units

The following table reflects the activity for restricted stock awards, excluding the restricted stock issued to Directors (in millions, except shares data):


Year Granted	Shares Granted	Outstanding at December 31, 2024	Rights to Cash Dividend	Other Participation Rights	Performance Award	Compensation Expense
						Year Ended December 31,
						2024		2023		2022


2019	30,251	0	Yes	None	No	$	0.0	$	0.0	$	0.1
2019	149,412	0	Yes	None	Yes	0.0		0.0		0.3
2020	28,272	0	Yes	None	No	0.0		0.1		0.1
2020	43,330	0	Yes	None	Yes	0.0		(0.1)		0.1
2021	25,371	805	Yes	None	No	(0.1)		0.2		0.3
2021	32,874	0	Yes	None	Yes	(0.1)		(0.1)		0.2
2022	60,808	3,225	Yes	None	No	(0.2)		0.5		0.8
2022	32,875	13,892	Yes	None	Yes	(0.2)		0.0		0.6
2023	81,127	37,974	Yes	None	No	0.3		0.9		0.0
2023	56,222	42,103	Yes	None	Yes	0.0		0.0		0.0
2024	205,302	183,454	Yes	None	No	1.8		0.0		0.0
2024	48,652	42,206	Yes	None	Yes	0.0		0.0		0.0
					Total	$	1.5	$	1.5	$	2.5

The following table reflects the activity for all unvested restricted stock during 2024:


	Shares	Weighted Average Grant- Date Fair Value
Unvested at January 1, 2024	232,853	$	30.22
Granted	259,690	$	37.14
Vested	(56,128)	$	30.64
Forfeited	(100,897)	$	33.95
Unvested at December 31, 2024	335,518	$	34.51

Employee Stock Purchase Plan

SHAREHOLDERS' EQUITY

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

SHAREHOLDERS' EQUITY

STOCK REPURCHASES

SHAREHOLDERS’ EQUITY

Stock-Based Compensation Plans

Shares issued under our share-based compensation plans are usually issued from shares of our common stock held in the treasury.

Stock Options

The following table presents the weighted-average assumptions used to estimate the fair value of options granted in 2024, 2023 and 2022:


	2024		2023		2022
Expected annual dividend yield	1.8	%	2.5	%	2.0	%
Risk-free interest rate	4.26	%	4.06	%	1.85	%
Expected volatility	44.5	%	49.9	%	52.8	%
Expected life in years	4.8		4.8		5.0

The following table summarizes information concerning outstanding and exercisable options:


	Weighted Average
	2024				2023				2022
	Shares		Weighted Avg. Exercise Price		Shares		Weighted Avg. Exercise Price		Shares		Weighted Avg. Exercise Price
Outstanding at beginning of year	541,657		$	26.10	509,212		$	25.65	463,304		$	24.28
Granted	70,170		$	43.83	80,976		$	28.99	79,025		$	32.65
Exercised	(58,407)		$	24.09	(25,967)		$	20.25	(29,917)		$	22.87
Canceled or expired	(64,037)		$	30.41	(22,564)		$	33.01	(3,200)		$	26.61
Outstanding at end of year	489,383		$	28.32	541,657		$	26.10	509,212		$	25.65

Options exercisable at year end	349,274				333,796				297,889
Weighted average fair value per option granted during the year	$	16.53			$	11.30			$	13.07

The total intrinsic value of options exercised was $1.0 million in 2024, and $0.3 million in 2023 and in 2022.

The following table summarizes information about options vested and exercisable or non-vested that are expected to vest (non-vested outstanding less expected forfeitures) at December 31, 2024:


Range of Exercise Prices					Options Outstanding and Exercisable	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value (in millions)
$	5.00	to	$	15.00	41,500	$	5.91	1.74	$	0.8
$	15.01	to	$	25.00	213,881	$	23.57	3.37	0.2
$	25.01	to	$	35.00	130,901	$	31.04	7.26	0.0
$	35.01	to	$	45.00	103,101	$	43.73	7.47	0.0


$	5.00	to	$	45.00	489,383	$	28.32	5.14	$	1.0

The following table reflects the activity for all unvested stock options during 2024:


	Shares	Weighted Average Grant- Date Fair Value
Unvested at January 1, 2024	207,861	$	12.29
Granted	70,170	$	16.53
Vested	(75,093)	$	12.51
Forfeited	(62,829)	$	12.72
Unvested at December 31, 2024	140,109	$	14.28

Restricted Stock and Restricted Stock Units

The following table reflects the activity for restricted stock awards, excluding the restricted stock issued to Directors (in millions, except shares data):


Year Granted	Shares Granted	Outstanding at December 31, 2024	Rights to Cash Dividend	Other Participation Rights	Performance Award	Compensation Expense
						Year Ended December 31,
						2024		2023		2022


2019	30,251	0	Yes	None	No	$	0.0	$	0.0	$	0.1
2019	149,412	0	Yes	None	Yes	0.0		0.0		0.3
2020	28,272	0	Yes	None	No	0.0		0.1		0.1
2020	43,330	0	Yes	None	Yes	0.0		(0.1)		0.1
2021	25,371	805	Yes	None	No	(0.1)		0.2		0.3
2021	32,874	0	Yes	None	Yes	(0.1)		(0.1)		0.2
2022	60,808	3,225	Yes	None	No	(0.2)		0.5		0.8
2022	32,875	13,892	Yes	None	Yes	(0.2)		0.0		0.6
2023	81,127	37,974	Yes	None	No	0.3		0.9		0.0
2023	56,222	42,103	Yes	None	Yes	0.0		0.0		0.0
2024	205,302	183,454	Yes	None	No	1.8		0.0		0.0
2024	48,652	42,206	Yes	None	Yes	0.0		0.0		0.0
					Total	$	1.5	$	1.5	$	2.5

The following table reflects the activity for all unvested restricted stock during 2024:


	Shares	Weighted Average Grant- Date Fair Value
Unvested at January 1, 2024	232,853	$	30.22
Granted	259,690	$	37.14
Vested	(56,128)	$	30.64
Forfeited	(100,897)	$	33.95
Unvested at December 31, 2024	335,518	$	34.51

Employee Stock Purchase Plan

INCOME TAX

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

INCOME TAX

The following table summarizes our U.S. and foreign components of income from continuing operations before income taxes (in millions):


	Year Ended December 31,
	2024		2023		2022
United States	$	80.5	$	91.6	$	104.0
Foreign	(0.7)		3.6		(0.2)
Total	$	79.8	$	95.2	$	103.8

The following table summarizes the (benefit) provision for income taxes from continuing operations (in millions):


	Year Ended December 31,
	2024		2023		2022
Current:
Federal	$	15.9	$	18.1	$	21.2
State	3.4		4.2		4.3
Foreign	0.3		0.2		0.2
Total current	$	19.6	$	22.5	$	25.7

Deferred:
Federal	$	(0.3)	$	0.9	$	0.0
State	0.2		0.2		0.1
Foreign	(0.4)		0.9		(0.1)
Total deferred	$	(0.5)	$	2.0	$	0.0
Total tax provision	$	19.1	$	24.5	$	25.7


	Year Ended December 31,
	2024				2023				2022
Income tax at Federal statutory rate	$	16.8	21.0	%	$	20.0	21.0	%	$	21.8	21.0	%

State and local income taxes, net of federal tax benefit	2.8		3.5	%	3.5		3.7	%	3.7		3.7	%




Stock based compensation	(0.2)		(0.2)	%	(0.1)		(0.1)	%	0.0		0.0	%
Non-deductible items	0.0		0.0	%	0.5		0.5	%	0.7		0.6	%
Other items, net	(0.3)		(0.4)	%	0.6		0.6	%	(0.5)		(0.5)	%
Income tax	$	19.1	23.9	%	$	24.5	25.7	%	$	25.7	24.8	%

The deferred tax assets and liabilities are comprised of the following (in millions):


	December 31,
	2024		2023
Assets:
Accrued expenses and other liabilities	$	1.9	$	1.9
Inventory	2.2		2.2
Operating lease obligations	20.3		23.6
Intangible & other	2.0		1.9

Net operating loss and credit carryforwards	6.2		6.3
Valuation allowances	(4.9)		(5.2)
Total deferred tax assets	$	27.7	$	30.7
Liabilities:
Operating lease right-of-use assets	$	17.8	$	21.0
Other	1.8		1.9
Total deferred tax liabilities	$	19.6	$	22.9

The following table summarizes the changes in valuation allowance (in millions):


	Balance at Beginning of Period		Benefit Recognized in Expense		Write-offs		Other		Balance at End of Period
2024	$	(5.2)	$	0.0	$	0.2	$	0.1	$	(4.9)
2023	$	(5.8)	$	0.0	$	0.5	$	0.1	$	(5.2)

SEGMENT REPORTING

12 Months Ended

Dec. 31, 2024

Segment Reporting [Abstract]

SEGMENT REPORTING

The following table provides a reconciliation of the Company's segment operating income to net income, from continuing operations, for the years ended December 31, 2024, 2023 and 2022 (in millions):


	Year Ended December 31,
	2024		2023		2022
Net sales	$	1,315.9	$	1,274.3	$	1,166.1



Significant segment expenses:
Cost of sales	863.9		838.5		744.9
Net advertising expenses	90.6		79.8		72.0
Depreciation and amortization	7.6		6.4		3.9
Other costs	273.3		253.1		240.1

Operating income	80.5		96.5		105.2

Reconciliation of segment operating income to net income:
Interest and other expenses	0.7		1.3		1.4
Income tax	19.1		24.5		25.7
Net income	$	60.7	$	70.7	$	78.1

COMMITMENTS, CONTINGENCIES AND OTHER MATTERS	12 Months Ended
COMMITMENTS, CONTINGENCIES AND OTHER MATTERS	Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS, CONTINGENCIES AND OTHER MATTERS	COMMITMENTS, CONTINGENCIES AND OTHER MATTERS 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 December 31, 2024 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 December 31, 2024 any reasonably possible losses in excess of the amounts accrued would be material to the financial statements.

Pay vs Performance Disclosure - USD ($) $ in Millions	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net income	$ 61.0	$ 70.7	$ 78.8

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

Cybersecurity Risk Management and Strategy Disclosure	12 Months Ended
Cybersecurity Risk Management and Strategy Disclosure	Dec. 31, 2024
Cybersecurity Risk Management, Strategy, and Governance [Line Items]
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]	Our processes for assessing, identifying, and managing material risks from cybersecurity threats are integrated into our overall risk management program and are based on the standardized framework established by the National Institute of Standards and Technology (“NIST”), the International Organization for Standardization and other applicable industry standards. The NIST Cybersecurity Framework (“NIST CSF”) helps the Company prioritize its cybersecurity activities and take a risk-based approach to cybersecurity, which begins with the identification and evaluation of cybersecurity risks or threats that could affect the Company’s operations, finances, legal or regulatory compliance, or reputation. We rely on a cybersecurity team that works to identify, protect against, detect, respond to, and recover from cybersecurity threats and incidents through risk management and strategy. Our cybersecurity team has adopted procedures to promptly address material risks to the Company’s cybersecurity environment, with a triage and remediation protocol in place. Once identified, cybersecurity risks and related mitigation efforts are prioritized based on their potential impact, likelihood, velocity, and vulnerability, considering both quantitative and qualitative factors. Risk mitigation strategies are developed and implemented based on the specific nature of each cybersecurity risk. These strategies include, among others, the application of cybersecurity policies and procedures, implementation of administrative, technical, and physical controls, and employee training, education, and awareness initiatives. As part of our cybersecurity defense structure, our internal cybersecurity team performs the following actions, without exclusion: (i) tracking cybersecurity risks, threats and incidents to help identify and analyze them; (ii) promptly reporting significant cybersecurity risks, threats and incidents to our CIO; and (iii) utilizing third-party vendors and software for review, testing, preemption and monitoring of cybersecurity risks, threats and incidents. In addition, our CIO closely monitors the cybersecurity team’s approach with regular reviews of security risks and vulnerabilities, security strategy and the implementation of mitigation plans and technology, and reports quarterly to our Audit Committee and Board of Directors on, among other things, threats, mitigation measures, and preventative procedures and software. We have a robust cybersecurity training and awareness program that requires all employees to complete mandatory cybersecurity awareness, information handling, and privacy training at the time of onboarding and on an annual basis thereafter. In addition, we regularly test our employees compliance with best practices using various techniques, such as simulated phishing campaigns, to validate the efficacy of our cybersecurity training. We have implemented solutions, processes, and procedures to help mitigate the risk of cyberattacks, such as conducting annual vulnerability testing, and periodically engaging third-party experts to assist us with tasks such as implementing our incident response plan and conducting tabletop exercises. The Company tracks key performance indicators and cybersecurity metrics to evaluate the efficacy of its cybersecurity controls and practices. Furthermore, the Company’s cybersecurity program is periodically reviewed and adjusted in an effort to maintain the program’s agility and responsiveness as circumstances evolve, new cybersecurity threats emerge, and regulations change. As are other businesses, from time to time, we have experienced efforts by unknown persons, including “bots”, to access or breach our information systems, which have been prevented based on measures put in place by the Company. However, there can be no assurance we will be able to protect sensitive data and/or the integrity of the Company's information systems and to defend against such efforts in the future. See Item 1A. “Risk Factors” of this Form 10-K.
Cybersecurity Risk Management Processes Integrated [Flag]	true
Cybersecurity Risk Management Processes Integrated [Text Block]	Our processes for assessing, identifying, and managing material risks from cybersecurity threats are integrated into our overall risk management program and are based on the standardized framework established by the National Institute of Standards and Technology (“NIST”), the International Organization for Standardization and other applicable industry standards. The NIST Cybersecurity Framework (“NIST CSF”) helps the Company prioritize its cybersecurity activities and take a risk-based approach to cybersecurity, which begins with the identification and evaluation of cybersecurity risks or threats that could affect the Company’s operations, finances, legal or regulatory compliance, or reputation. We rely on a cybersecurity team that works to identify, protect against, detect, respond to, and recover from cybersecurity threats and incidents through risk management and strategy. Our cybersecurity team has adopted procedures to promptly address material risks to the Company’s cybersecurity environment, with a triage and remediation protocol in place. Once identified, cybersecurity risks and related mitigation efforts are prioritized based on their potential impact, likelihood, velocity, and vulnerability, considering both quantitative and qualitative factors. Risk mitigation strategies are developed and implemented based on the specific nature of each cybersecurity risk. These strategies include, among others, the application of cybersecurity policies and procedures, implementation of administrative, technical, and physical controls, and employee training, education, and awareness initiatives. As part of our cybersecurity defense structure, our internal cybersecurity team performs the following actions, without exclusion: (i) tracking cybersecurity risks, threats and incidents to help identify and analyze them; (ii) promptly reporting significant cybersecurity risks, threats and incidents to our CIO; and (iii) utilizing third-party vendors and software for review, testing, preemption and monitoring of cybersecurity risks, threats and incidents. In addition, our CIO closely monitors the cybersecurity team’s approach with regular reviews of security risks and vulnerabilities, security strategy and the implementation of mitigation plans and technology, and reports quarterly to our Audit Committee and Board of Directors on, among other things, threats, mitigation measures, and preventative procedures and software. We have a robust cybersecurity training and awareness program that requires all employees to complete mandatory cybersecurity awareness, information handling, and privacy training at the time of onboarding and on an annual basis thereafter. In addition, we regularly test our employees compliance with best practices using various techniques, such as simulated phishing campaigns, to validate the efficacy of our cybersecurity training.
Cybersecurity Risk Management Third Party Engaged [Flag]	true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag]	true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag]	false
Cybersecurity Risk Board of Directors Oversight [Text Block]	As the head of our cybersecurity team, our CIO reports quarterly on cybersecurity to our Audit Committee, which has primary responsibility for cybersecurity oversight, and also to our full Board and regularly reports to the Chief Executive Officer on such cybersecurity matters. Cybersecurity risk is assessed and tracked as a significant risk faced by the Company and is closely managed along key risk indicators covering security maturity, risk exposure, and security operations. Performance against these indicators is regularly measured and discussed, among other things, in our Board reporting.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block]	As the head of our cybersecurity team, our CIO reports quarterly on cybersecurity to our Audit Committee, which has primary responsibility for cybersecurity oversight, and also to our full Board and regularly reports to the Chief Executive Officer on such cybersecurity matters.
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block]	As the head of our cybersecurity team, our CIO reports quarterly on cybersecurity to our Audit Committee, which has primary responsibility for cybersecurity oversight, and also to our full Board and regularly reports to the Chief Executive Officer on such cybersecurity matters. Cybersecurity risk is assessed and tracked as a significant risk faced by the Company and is closely managed along key risk indicators covering security maturity, risk exposure, and security operations. Performance against these indicators is regularly measured and discussed, among other things, in our Board reporting.
Cybersecurity Risk Role of Management [Text Block]	We have established a comprehensive incident response and recovery plan to identify, protect, respond to and recover from cybersecurity threats and incidents. The plan includes processes for the activation of the crisis management team (comprised of the Company’s Chief Executive Officer, Chief Financial Officer and General Counsel), incident handling, and prompt and fulsome reporting to the Board upon discovery of a breach that could reasonably be material upon further investigation. Our procedures require reporting up the chain of command, even while materiality assessments are still being determined. In addition, we have pre-negotiated contracts with external third-party incident response providers to guide and assist the internal crisis management team as needed.
Cybersecurity Risk Management Positions or Committees Responsible [Flag]	true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block]	The plan includes processes for the activation of the crisis management team (comprised of the Company’s Chief Executive Officer, Chief Financial Officer and General Counsel), incident handling, and prompt and fulsome reporting to the Board upon discovery of a breach that could reasonably be material upon further investigation.
Cybersecurity Risk Management Expertise of Management Responsible [Text Block]	The members of our cybersecurity team have risk management backgrounds, certifications, and/or cyber experience in prior professional roles and at the Company. The team maintains expertise on cyber risk management through certified security professionals on staff, external training and affiliations with relevant organizations.
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block]	Additionally, we regularly engage with third party assessors, consultants, and advisors as needed for reviews and testing of our cybersecurity risk management systems. We have established a comprehensive incident response and recovery plan to identify, protect, respond to and recover from cybersecurity threats and incidents. The plan includes processes for the activation of the crisis management team (comprised of the Company’s Chief Executive Officer, Chief Financial Officer and General Counsel), incident handling, and prompt and fulsome reporting to the Board upon discovery of a breach that could reasonably be material upon further investigation. Our procedures require reporting up the chain of command, even while materiality assessments are still being determined. In addition, we have pre-negotiated contracts with external third-party incident response providers to guide and assist the internal crisis management team as needed.
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag]	true

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2024

Accounting Policies [Abstract]

Principles of Consolidation

Fiscal Year

Use of Estimates In Financial Statements

Foreign Currency Translation

Cash and cash equivalents

Inventories

Leases

The Company’s lease portfolio consists primarily of operating leases which expire at various dates through 2034.

Property, Plant and Equipment

Evaluation of Long-lived Assets

Goodwill and Indefinite Lived Intangible Assets

Income Taxes

Revenue Recognition and Accounts Receivable

The Company offers customers rights to return product within a certain time, usually 30 days. The Company estimates its sales returns liability quarterly based upon its historical return rates as a percentage of historical sales for the trailing twelve-month period. The total accrued sales returns liability was approximately $1.9 million at December 31, 2024 and $2.1 million at December 31, 2023, and was recorded as a refund liability in Accrued expenses and other current liabilities in the accompanying Consolidated Balance Sheets.

Allowance for Credit Losses

Shipping and Handling Costs

Shipping and Handling Costs — The Company recognizes shipping and handling costs in cost of sales.

Advertising Costs

Net Income Per Common Share

Employee Benefit Plans

Fair Value Measurements


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

The fair value of goodwill, non-amortizing intangibles and long-lived assets is measured in connection with the Company’s annual impairment testing as discussed above.

Significant Concentrations

Recent Accounting Pronouncements

CREDIT LOSSES (Tables)

12 Months Ended

Dec. 31, 2024

Receivables [Abstract]

Schedule of Allowance For Credit Losses On Trade Accounts Receivable

The following is a rollforward of the allowances for credit losses related to the Company's receivables for the year ended December 31, 2024 and 2023 (in millions):


	December 31,
	2024		2023
Balance at beginning of period	$	2.9	$	2.3
Current period provision	2.1		3.2
Write-offs - trade accounts receivable	(2.2)		(2.6)


Balance at end of period	$	2.8	$	2.9

ACQUISITION (Tables)

12 Months Ended

Dec. 31, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Schedule of Preliminary Acquisition Fair Value

The following table details the fair values as of the acquisition date (in millions):


Purchase price:	$	72.6
Less:
Cash	0.3
Accounts receivable	23.0
Inventories	4.6
Prepaid expenses and other current assets	2.5
Property, plant and equipment	0.3
Operating lease right-of-use assets	0.8
Customer lists	24.1
Trademarks	6.2
Other assets	0.1
Total identifiable assets acquired	$	61.9
Accounts payable	(12.5)
Accrued expenses and other current liabilities	(5.9)
Deferred revenue	(4.2)
Operating lease liabilities	(0.8)
Total identifiable liabilities acquired	$	(23.4)
Net identifiable assets acquired	38.5
Goodwill	$	34.1
Total net assets acquired	$	72.6

Schedule of Pro Forma Acquisition Information


	Year Ended December 31,
	2023		2022
Net sales	$	1,338.0	$	1,347.5
Net income from continuing operations	$	73.3	$	86.2
Net income per common share, diluted, from continuing operations	$	1.92	$	2.26

LEASES (Tables)

12 Months Ended

Dec. 31, 2024

Leases [Abstract]

Schedule of ROU Remaining Lease Term and Discount Rate

Information relating to operating leases for continuing and discontinued operations as of December 31, 2024 and 2023:


	Year Ended December 31,
	2024			2023
Weighted Average Remaining Lease Term
Operating leases	6.5 years			7.2 years

Weighted Average Discount Rate
Operating leases	5.4		%	5.4		%

ROU assets obtained in exchange for operating and finance lease obligations	$	4.5		$	6.3

Schedule of Maturities of Lease Liabilities

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


Year Ending December 31	Operating Leases
2025	18.4
2026	16.5
2027	12.6
2028	12.1
2029	12.3
Thereafter	28.5
Total lease payments	100.4
Less: interest	(17.3)
Total present value of lease liabilities	$	83.1

REVENUE (Tables)

12 Months Ended

Dec. 31, 2024

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

The following table presents the Company's revenue, from continuing operations, by geography for the years ended December 31, 2024, 2023 and 2022 (in millions):


	Year Ended December 31,
	2024		2023		2022
Net sales:
United States	$	1,248.6	$	1,206.3	$	1,094.3
Canada	67.3		68.0		71.8

Consolidated	$	1,315.9	$	1,274.3	$	1,166.1

GOODWILL AND INTANGIBLES (Tables)

12 Months Ended

Dec. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets, Goodwill and Other Assets

The following table provides information related to the carrying value of goodwill and intangible assets (indefinite-lived and definite-lived) (in millions):


	December 31,
	2024		2023
Goodwill	$	39.6	$	40.0
Definite-lived intangibles	25.4		28.6
Indefinite-lived intangibles	0.7		0.7
Balances, December 31	$	65.7	$	69.3

Schedule of Indefinite-Lived Intangible Assets

The following table provides information related to the carrying value of indefinite lived intangibles as of December 31, 2024 and 2023, respectively (in millions):


	December 31,
	2024		2023



Domain names	$	0.7	$	0.7

Schedule of Definite-Lived Intangible Assets

The following table summarizes information related to definite-lived intangible assets as of December 31, 2024 (in millions):


	December 31, 2024
	Amortization Period (Years)	Gross Carrying Amount		Accumulated Amortization		Net Book Value		Weighted avg useful life
Client lists	10 yrs	$	26.1	$	5.9	$	20.2	8.4
Trademarks	10 yrs	6.2		1.0		5.2		8.4

Total		$	32.3	$	6.9	$	25.4	8.4

The following table summarizes information related to definite-lived intangible assets as of December 31, 2023 (in millions):


	December 31, 2023
	Amortization Period (Years)	Gross Carrying Amount		Accumulated Amortization		Net Book Value		Weighted avg useful life
Client lists	10 yrs	$	26.1	$	3.3	$	22.8	9.3
Trademarks	10 yrs	6.2		0.4		5.8		9.4


Total		$	32.3	$	3.7	$	28.6	9.3

Schedule of Future Amortization Expense of Intangible Assets


2025	$	3.0
2026	3.0
2027	3.0
2028	3.0
2029	3.0
Thereafter	10.4
Total	$	25.4

PROPERTY, PLANT AND EQUIPMENT (Tables)

12 Months Ended

Dec. 31, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment, Net

Property, plant and equipment, net consist of the following (in millions):


	December 31,
	2024		2023
Land improvements	$	0.8	$	0.8
Furniture and fixtures, office, computer and other equipment and software	44.2		43.0
Leasehold improvements	16.3		15.6
	61.3		59.4
Less accumulated depreciation and amortization	42.2		39.4
Property, plant and equipment, net	$	19.1	$	20.0

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2024

Payables and Accruals [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (in millions):


	December 31,
	2024		2023
Payroll and employee benefits	$	23.7	$	23.0


Freight	5.8		7.3
Deferred revenue	4.3		3.5
Sales and GST taxes payable	3.7		3.9
Product returns liability	1.9		2.1
Other	8.4		9.3
Accrued expenses and other current liabilities	$	47.8	$	49.1

NET INCOME PER COMMON SHARE (Tables)

12 Months Ended

Dec. 31, 2024

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted


	Year Ended December 31,
	2024		2023		2022
Net income from continuing operations	$	60.7	$	70.7	$	78.1
Less: Distributed net income available to participating securities	(0.3)		(0.2)		(0.1)
Less: Undistributed net income available to participating securities	(0.1)		(0.2)		(0.2)
Numerator for basic net income per share:
Undistributed and distributed net income available to common shareholders	$	60.3	$	70.3	$	77.8
Add: Undistributed net income allocated to participating securities	0.1		0.2		0.2
Less: Undistributed net income reallocated to participating securities	(0.1)		(0.2)		(0.2)

Numerator for diluted net income per share:
Undistributed and distributed net income available to common shareholders	$	60.3	$	70.3	$	77.8
Denominator:
Weighted average shares outstanding for basic net income per share	38.3		38.1		38.0
Effect of dilutive securities	0.1		0.1		0.1
Weighted average shares outstanding for diluted net income per share	38.4		38.2		38.1

Net income per share from continuing operations:
Basic	$	1.58	$	1.85	$	2.05
Diluted	$	1.57	$	1.84	$	2.04

Net income from discontinued operations	$	0.3	$	0.0	$	0.7
Less: Distributed net income available to participating securities	$	0.0	$	0.0	$	0.0
Less: Undistributed net income available to participating securities	$	0.0	$	0.0	$	0.0
Numerator for basic and diluted net income per share:
Undistributed and distributed net income available to common shareholders	$	0.3	$	0.0	$	0.7







Net income per share from discontinued operations:
Basic	$	0.01	$	0.00	$	0.02
Diluted	$	0.01	$	0.00	$	0.02

Net income per share:
Basic	$	1.59	$	1.85	$	2.07
Diluted	$	1.58	$	1.84	$	2.06

Potentially dilutive securities	0.2		0.2		0.1

SHAREHOLDERS' EQUITY (Tables)

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Weighted-Average Assumptions Used To Estimate the Fair Value of Options Granted

The following table presents the weighted-average assumptions used to estimate the fair value of options granted in 2024, 2023 and 2022:


	2024		2023		2022
Expected annual dividend yield	1.8	%	2.5	%	2.0	%
Risk-free interest rate	4.26	%	4.06	%	1.85	%
Expected volatility	44.5	%	49.9	%	52.8	%
Expected life in years	4.8		4.8		5.0

Schedule of Outstanding and Exercisable Options

The following table summarizes information concerning outstanding and exercisable options:


	Weighted Average
	2024				2023				2022
	Shares		Weighted Avg. Exercise Price		Shares		Weighted Avg. Exercise Price		Shares		Weighted Avg. Exercise Price
Outstanding at beginning of year	541,657		$	26.10	509,212		$	25.65	463,304		$	24.28
Granted	70,170		$	43.83	80,976		$	28.99	79,025		$	32.65
Exercised	(58,407)		$	24.09	(25,967)		$	20.25	(29,917)		$	22.87
Canceled or expired	(64,037)		$	30.41	(22,564)		$	33.01	(3,200)		$	26.61
Outstanding at end of year	489,383		$	28.32	541,657		$	26.10	509,212		$	25.65

Options exercisable at year end	349,274				333,796				297,889
Weighted average fair value per option granted during the year	$	16.53			$	11.30			$	13.07

Schedule of Options Vested and Exercisable or Nonvested, Expected to Vest (Nonvested Outstanding Less Expected Forfeitures)

The following table summarizes information about options vested and exercisable or non-vested that are expected to vest (non-vested outstanding less expected forfeitures) at December 31, 2024:


Range of Exercise Prices					Options Outstanding and Exercisable	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value (in millions)
$	5.00	to	$	15.00	41,500	$	5.91	1.74	$	0.8
$	15.01	to	$	25.00	213,881	$	23.57	3.37	0.2
$	25.01	to	$	35.00	130,901	$	31.04	7.26	0.0
$	35.01	to	$	45.00	103,101	$	43.73	7.47	0.0


$	5.00	to	$	45.00	489,383	$	28.32	5.14	$	1.0

Schedule of Unvested Stock Options

The following table reflects the activity for all unvested stock options during 2024:


	Shares	Weighted Average Grant- Date Fair Value
Unvested at January 1, 2024	207,861	$	12.29
Granted	70,170	$	16.53
Vested	(75,093)	$	12.51
Forfeited	(62,829)	$	12.72
Unvested at December 31, 2024	140,109	$	14.28

Schedule of Restricted Stock Award Activity

The following table reflects the activity for restricted stock awards, excluding the restricted stock issued to Directors (in millions, except shares data):


Year Granted	Shares Granted	Outstanding at December 31, 2024	Rights to Cash Dividend	Other Participation Rights	Performance Award	Compensation Expense
						Year Ended December 31,
						2024		2023		2022


2019	30,251	0	Yes	None	No	$	0.0	$	0.0	$	0.1
2019	149,412	0	Yes	None	Yes	0.0		0.0		0.3
2020	28,272	0	Yes	None	No	0.0		0.1		0.1
2020	43,330	0	Yes	None	Yes	0.0		(0.1)		0.1
2021	25,371	805	Yes	None	No	(0.1)		0.2		0.3
2021	32,874	0	Yes	None	Yes	(0.1)		(0.1)		0.2
2022	60,808	3,225	Yes	None	No	(0.2)		0.5		0.8
2022	32,875	13,892	Yes	None	Yes	(0.2)		0.0		0.6
2023	81,127	37,974	Yes	None	No	0.3		0.9		0.0
2023	56,222	42,103	Yes	None	Yes	0.0		0.0		0.0
2024	205,302	183,454	Yes	None	No	1.8		0.0		0.0
2024	48,652	42,206	Yes	None	Yes	0.0		0.0		0.0
					Total	$	1.5	$	1.5	$	2.5

Schedule of Nonvested Restricted Stock Shares Activity

The following table reflects the activity for all unvested restricted stock during 2024:


	Shares	Weighted Average Grant- Date Fair Value
Unvested at January 1, 2024	232,853	$	30.22
Granted	259,690	$	37.14
Vested	(56,128)	$	30.64
Forfeited	(100,897)	$	33.95
Unvested at December 31, 2024	335,518	$	34.51

INCOME TAX (Tables)

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

Schedule of Components of Income (Loss) before Income Taxes

The following table summarizes our U.S. and foreign components of income from continuing operations before income taxes (in millions):


	Year Ended December 31,
	2024		2023		2022
United States	$	80.5	$	91.6	$	104.0
Foreign	(0.7)		3.6		(0.2)
Total	$	79.8	$	95.2	$	103.8

Schedule of (Benefit) Provision for Income Taxes

The following table summarizes the (benefit) provision for income taxes from continuing operations (in millions):


	Year Ended December 31,
	2024		2023		2022
Current:
Federal	$	15.9	$	18.1	$	21.2
State	3.4		4.2		4.3
Foreign	0.3		0.2		0.2
Total current	$	19.6	$	22.5	$	25.7

Deferred:
Federal	$	(0.3)	$	0.9	$	0.0
State	0.2		0.2		0.1
Foreign	(0.4)		0.9		(0.1)
Total deferred	$	(0.5)	$	2.0	$	0.0
Total tax provision	$	19.1	$	24.5	$	25.7

Schedule of Reconciliation of Difference between Income Tax Expense and Computed Income Tax Expense Based on Federal Statutory Corporate Rate


	Year Ended December 31,
	2024				2023				2022
Income tax at Federal statutory rate	$	16.8	21.0	%	$	20.0	21.0	%	$	21.8	21.0	%

State and local income taxes, net of federal tax benefit	2.8		3.5	%	3.5		3.7	%	3.7		3.7	%




Stock based compensation	(0.2)		(0.2)	%	(0.1)		(0.1)	%	0.0		0.0	%
Non-deductible items	0.0		0.0	%	0.5		0.5	%	0.7		0.6	%
Other items, net	(0.3)		(0.4)	%	0.6		0.6	%	(0.5)		(0.5)	%
Income tax	$	19.1	23.9	%	$	24.5	25.7	%	$	25.7	24.8	%

Schedule of Deferred Tax Assets and Liabilities

The deferred tax assets and liabilities are comprised of the following (in millions):


	December 31,
	2024		2023
Assets:
Accrued expenses and other liabilities	$	1.9	$	1.9
Inventory	2.2		2.2
Operating lease obligations	20.3		23.6
Intangible & other	2.0		1.9

Net operating loss and credit carryforwards	6.2		6.3
Valuation allowances	(4.9)		(5.2)
Total deferred tax assets	$	27.7	$	30.7
Liabilities:
Operating lease right-of-use assets	$	17.8	$	21.0
Other	1.8		1.9
Total deferred tax liabilities	$	19.6	$	22.9

Schedule of Valuation Allowance

The following table summarizes the changes in valuation allowance (in millions):


	Balance at Beginning of Period		Benefit Recognized in Expense		Write-offs		Other		Balance at End of Period
2024	$	(5.2)	$	0.0	$	0.2	$	0.1	$	(4.9)
2023	$	(5.8)	$	0.0	$	0.5	$	0.1	$	(5.2)

SEGMENT REPORTING (Tables)

12 Months Ended

Dec. 31, 2024

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

The following table provides a reconciliation of the Company's segment operating income to net income, from continuing operations, for the years ended December 31, 2024, 2023 and 2022 (in millions):


	Year Ended December 31,
	2024		2023		2022
Net sales	$	1,315.9	$	1,274.3	$	1,166.1



Significant segment expenses:
Cost of sales	863.9		838.5		744.9
Net advertising expenses	90.6		79.8		72.0
Depreciation and amortization	7.6		6.4		3.9
Other costs	273.3		253.1		240.1

Operating income	80.5		96.5		105.2

Reconciliation of segment operating income to net income:
Interest and other expenses	0.7		1.3		1.4
Income tax	19.1		24.5		25.7
Net income	$	60.7	$	70.7	$	78.1

BASIS OF PRESENTATION (Details) $ in Millions		12 Months Ended
BASIS OF PRESENTATION (Details) $ in Millions	May 19, 2023 USD ($)	Dec. 31, 2024 segment
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of operating segments \| segment		3
Number of reportable segments \| segment		1
Indoff LLC
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Percentage of voting interests acquired (as a percent)	100.00%
Payments made in cash	$ 72.6
Escrow deposit	$ 5.2
Indemnification obligation period	2 years
Reduction in escrow deposits	$ 2.5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Millions	12 Months Ended
	Dec. 31, 2024 USD ($) supplier reportingUnit	Dec. 31, 2023 USD ($) supplier	Dec. 31, 2022 USD ($) supplier
Property, Plant and Equipment [Line Items]
Disposals of property plant and equipment	$ 1.6	$ 1.3
Decrease in accumulated depreciation of property, plant and equipment due to dispositions	$ 1.6	1.3
Number of reporting units \| reportingUnit	3
Revenues
Performance obligation	$ 4.1	3.3
Accrued sales returns	1.9	2.1
Advertising Costs
Net advertising expenses	$ 90.6	79.8	$ 72.0
Employee Benefit Plans
Minimum annual contribution per employee (as a percent)	1.00%
Aggregate expense in contribution plans	$ 2.2	$ 1.9	$ 1.5
Significant Concentrations
Number of suppliers \| supplier	0	0	0
Minimum \| Furniture, fixtures and equipment
Property, Plant and Equipment [Line Items]
Estimated useful lives	3 years
Maximum \| Furniture, fixtures and equipment
Property, Plant and Equipment [Line Items]
Estimated useful lives	15 years

CREDIT LOSSES (Details) - USD ($) $ in Millions	12 Months Ended
CREDIT LOSSES (Details) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023
Allowance for Credit Loss [Roll Forward]
Balance at beginning of period	$ 2.9	$ 2.3
Current period provision	2.1	3.2
Write-offs - trade accounts receivable	(2.2)	(2.6)
Balance at end of period	$ 2.8	$ 2.9

ACQUISITION - Narrative (Details) - USD ($) $ in Millions		12 Months Ended
ACQUISITION - Narrative (Details) - USD ($) $ in Millions	May 19, 2023	Dec. 31, 2024	Dec. 31, 2023
Business Acquisition [Line Items]
Amortization expense		$ 3.2	$ 3.0
Indoff LLC
Business Acquisition [Line Items]
Percentage of voting interests acquired (as a percent)	100.00%
Payments made in cash	$ 72.6
Escrow deposit	$ 5.2
Indemnification obligation period	2 years
Reduction in escrow deposits	$ 2.5
Amortization period	10 years
Amortization expense	$ 3.0		1.9
Tax deductible period	15 years
Revenue of acquiree since acquisition date		165.3	116.5
Net income of acquiree since acquisition date		$ 5.1	4.3
Nonrecurring charges			$ 1.1

ACQUISITION - Schedule of Business Acquisition (Details) - USD ($) $ in Millions	May 19, 2023	Dec. 31, 2024	Dec. 31, 2023
Liabilities
Goodwill		$ 39.6	$ 40.0
Indoff LLC
Business Acquisition [Line Items]
Purchase price:	$ 72.6
Less:
Cash	0.3
Accounts receivable	23.0
Inventories	4.6
Prepaid expenses and other current assets	2.5
Property, plant and equipment	0.3
Operating lease right-of-use assets	0.8
Other assets	0.1
Total identifiable assets acquired	61.9
Liabilities
Accounts payable	(12.5)
Accrued expenses and other current liabilities	(5.9)
Deferred revenue	(4.2)
Operating lease liabilities	(0.8)
Total identifiable liabilities acquired	(23.4)
Net identifiable assets acquired	38.5
Goodwill	34.1
Total net assets acquired	72.6
Indoff LLC \| Customer lists
Less:
Intangibles assets	24.1
Indoff LLC \| Trademarks
Less:
Intangibles assets	$ 6.2

ACQUISITION - Schedule of Pro Forma Information (Details) - Indoff LLC - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Business Acquisition [Line Items]
Net sales	$ 1,338.0	$ 1,347.5
Net income from continuing operations	$ 73.3	$ 86.2
Net income per common share, diluted, from continuing operations (in dollars per share)	$ 1.92	$ 2.26

LEASES - Narrative (Details) $ in Millions	12 Months Ended
LEASES - Narrative (Details) $ in Millions	Dec. 31, 2024 USD ($) ft²	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Sep. 30, 2024 USD ($) ft²	Jun. 30, 2024 USD ($) ft²	Mar. 31, 2024 USD ($) ft²
Lessee, Lease, Description [Line Items]
Right-of-use asset and related lease liability	$ 1.9
Operating lease cost	17.4	$ 17.0	$ 15.4
Sublease income	4.3	4.1	2.7
Sublease agreements less then one year	4.0
Sublease agreements between one and three years	5.0
Sublease agreements between three and five years	$ 0.2
Existing Administrative Offices
Lessee, Lease, Description [Line Items]
Right-of-use asset and related lease liability						$ 0.7
Length of extension term	2 years					3 years
Administrative office, area (in sq ft) \| ft²	4,000					16,200
Existing Sales Office
Lessee, Lease, Description [Line Items]
Right-of-use asset and related lease liability					$ 0.5
Length of extension term					37 months
Administrative office, area (in sq ft) \| ft²					6,600
Administrative Office
Lessee, Lease, Description [Line Items]
Right-of-use asset and related lease liability				$ 1.4
Length of extension term	10 years			5 years
Administrative office, area (in sq ft) \| ft²	11,000			13,000
Second Administrative Office
Lessee, Lease, Description [Line Items]
Length of extension term	39 months
Administrative office, area (in sq ft) \| ft²	6,000
Related party
Lessee, Lease, Description [Line Items]
Operating lease cost	$ 1.0	$ 1.0	$ 1.0

LEASES - Schedule of Lease Expense (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Weighted Average Remaining Lease Term
Operating leases (in years)	6 years 6 months	7 years 2 months 12 days
Weighted Average Discount Rate
Operating leases (as a percent)	5.40%	5.40%
ROU assets obtained in exchange for operating lease obligations	$ 4.5	$ 6.3
ROU assets obtained in exchange for finance lease obligations	$ 4.5	$ 6.3

LEASES - Schedule of Maturities of Lease Liabilities (Details) $ in Millions	Dec. 31, 2024 USD ($)
Leases [Abstract]
2025	$ 18.4
2026	16.5
2027	12.6
2028	12.1
2029	12.3
Thereafter	28.5
Total lease payments	100.4
Less: interest	(17.3)
Total present value of lease liabilities	$ 83.1

REVENUE (Details) - USD ($) $ in Millions	12 Months Ended
REVENUE (Details) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Consolidated	$ 1,315.9	$ 1,274.3	$ 1,166.1
Reportable geographical components \| United States
Disaggregation of Revenue [Line Items]
Consolidated	1,248.6	1,206.3	1,094.3
Reportable geographical components \| Canada
Disaggregation of Revenue [Line Items]
Consolidated	$ 67.3	$ 68.0	$ 71.8

GOODWILL AND INTANGIBLES - Schedule of Goodwill, Intangibles (Details) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	$ 39.6	$ 40.0
Definite-lived intangibles	25.4	28.6
Indefinite-lived intangibles	0.7	0.7
Goodwill and intangibles	$ 65.7	$ 69.3

GOODWILL AND INTANGIBLES - Narrative (Details) $ in Millions	12 Months Ended
	Dec. 31, 2024 USD ($)
Indoff LLC
Finite-Lived Intangible Assets [Line Items]
Reduction of goodwill	$ 0.4

GOODWILL AND INTANGIBLES - Schedule of Indefinite-Lived Intangible Assets (Details) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Indefinite-lived intangibles	$ 0.7	$ 0.7
Domain names
Finite-Lived Intangible Assets [Line Items]
Indefinite-lived intangibles	$ 0.7	$ 0.7

GOODWILL AND INTANGIBLES - Schedule of Definite-Lived Intangible Assets (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 32.3	$ 32.3
Accumulated Amortization	6.9	3.7
Net Book Value	$ 25.4	$ 28.6
Weighted avg useful life	8 years 4 months 24 days	9 years 3 months 18 days
Client lists
Finite-Lived Intangible Assets [Line Items]
Amortization Period (Years)	10 years	10 years
Gross Carrying Amount	$ 26.1	$ 26.1
Accumulated Amortization	5.9	3.3
Net Book Value	$ 20.2	$ 22.8
Weighted avg useful life	8 years 4 months 24 days	9 years 3 months 18 days
Trademarks
Finite-Lived Intangible Assets [Line Items]
Amortization Period (Years)	10 years	10 years
Gross Carrying Amount	$ 6.2	$ 6.2
Accumulated Amortization	1.0	0.4
Net Book Value	$ 5.2	$ 5.8
Weighted avg useful life	8 years 4 months 24 days	9 years 4 months 24 days

GOODWILL AND INTANGIBLES - Schedule of Amortization Expense (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 3.2	$ 3.0
2025	3.0
2026	3.0
2027	3.0
2028	3.0
2029	3.0
Thereafter	10.4
Net Book Value	$ 25.4	$ 28.6

PROPERTY, PLANT AND EQUIPMENT - Schedule of Property, Plant and Equipment, Net (Details) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 61.3	$ 59.4
Less accumulated depreciation and amortization	42.2	39.4
Property, plant and equipment, net	19.1	20.0
Land improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	0.8	0.8
Furniture and fixtures, office, computer and other equipment and software
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	44.2	43.0
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 16.3	$ 15.6

PROPERTY, PLANT AND EQUIPMENT - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Depreciation	$ 4.4	$ 4.3	$ 3.7
Disposals of property plant and equipment	1.6	1.3
Decrease in accumulated depreciation of property, plant and equipment due to dispositions	$ 1.6	$ 1.3

CREDIT FACILITIES (Details) - Revolving credit facility	12 Months Ended
CREDIT FACILITIES (Details) - Revolving credit facility	Dec. 31, 2024 USD ($) financialInstitution
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 125,000,000.0
Number of financial institutions (in financial institutions) \| financialInstitution	1
Revolving credit facility term (in years)	5 years
Amended inventory advance rate (as a percent)	65.00%
Percentage of inventory advance rate of net orderly liquidation value (as a percent)	85.00%
Total availability under the credit facility	$ 122,200,000
Letters of credit outstanding	1,700,000
Total excess availability under the credit facility	120,500,000
Outstanding borrowings	$ 0
Maximum
Line of Credit Facility [Line Items]
Percentage of eligible accounts receivable for borrowings (as a percent)	85.00%

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Payroll and employee benefits	$ 23.7	$ 23.0
Freight	5.8	7.3
Deferred revenue	4.3	3.5
Sales and GST taxes payable	3.7	3.9
Product returns liability	1.9	2.1
Other	8.4	9.3
Accrued expenses and other current liabilities	$ 47.8	$ 49.1

NET INCOME PER COMMON SHARE (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net income from continuing operations	$ 60.7	$ 70.7	$ 78.1
Less: Distributed net income available to participating securities	(0.3)	(0.2)	(0.1)
Less: Undistributed net income available to participating securities	(0.1)	(0.2)	(0.2)
Numerator for basic net income per share:
Undistributed and distributed net income available to common shareholders	60.3	70.3	77.8
Add: Undistributed net income allocated to participating securities	0.1	0.2	0.2
Less: Undistributed net income reallocated to participating securities	(0.1)	(0.2)	(0.2)
Numerator for diluted net income per share:
Undistributed and distributed net income available to common shareholders	$ 60.3	$ 70.3	$ 77.8
Denominator:
Weighted average shares outstanding for basic net income per share (in shares)	38.3	38.1	38.0
Effect of dilutive securities (in shares)	0.1	0.1	0.1
Weighted average shares outstanding for diluted net income per share (in shares)	38.4	38.2	38.1
Net income per share from continuing operations:
Basic (in dollars per share)	$ 1.58	$ 1.85	$ 2.05
Diluted (in dollars per share)	$ 1.57	$ 1.84	$ 2.04
Net income per common share from discontinued operations:
Less: Distributed net income available to participating securities	$ (0.3)	$ (0.2)	$ (0.1)
Numerator for basic and diluted net income per share:
Undistributed and distributed net income available to common shareholders	$ 60.3	$ 70.3	$ 77.8
Net income per share from discontinued operations:
Basic (in dollars per share)	$ 0.01	$ 0.00	$ 0.02
Diluted (in dollars per share)	0.01	0.00	0.02
Net income per share - Basic (in dollars per share)	1.59	1.85	2.07
Net income per share - Diluted (in dollars per share)	$ 1.58	$ 1.84	$ 2.06
Potentially dilutive securities (in shares)	0.2	0.2	0.1
Discontinued operations
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Less: Distributed net income available to participating securities	$ (0.0)	$ (0.0)	$ (0.0)
Numerator for diluted net income per share:
Undistributed and distributed net income available to common shareholders	0.3	0.0	0.7
Net income per common share from discontinued operations:
Net income from discontinued operations	0.3	0.0	0.7
Less: Distributed net income available to participating securities	(0.0)	(0.0)	(0.0)
Less: Undistributed net income available to participating securities	(0.0)	(0.0)	(0.0)
Numerator for basic and diluted net income per share:
Undistributed and distributed net income available to common shareholders	0.3	0.0	0.7
Undistributed and distributed net income available to common shareholders	$ 0.3	$ 0.0	$ 0.7

STOCK REPURCHASES (Details) - shares	12 Months Ended
STOCK REPURCHASES (Details) - shares	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2018
Equity [Abstract]
Number of shares authorized to be repurchased (in shares)				2,000,000
Purchase of treasury shares (in shares)	0	0	0
Maximum number of shares that may yet be purchased under the plans or programs (in shares)		1,375,000

SHAREHOLDERS' EQUITY - Narrative (Details) $ / shares in Units, $ in Millions	1 Months Ended	12 Months Ended
	Dec. 31, 2018 shares	Dec. 31, 2024 USD ($) plan $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of compensation plans (in plans) \| plan		2
Share based compensation cost \| $		$ 2.8	$ 3.0	$ 4.5
Employee stock option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options outstanding (in shares)		489,383	541,657	509,212	463,304
Share based compensation cost \| $		$ 0.5	$ 0.9	$ 1.3
Share based compensation cost, future income tax benefits \| $		0.2	0.2	0.2
Total intrinsic value of options exercised \| $		1.0	0.3	0.3
Unrecognized compensation costs, unvested stock options \| $		$ 0.8
Weighted average period of recognition (years)		2 years 8 months 23 days
Total fair value of stock options vested \| $		$ 1.0	0.9	1.3
Restricted stock units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average period of recognition (years)		1 year 8 months 26 days
Unrecognized compensation cost \| $		$ 5.8
Restricted stock units (RSUs) \| Director
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)		5,736
Restricted stock units (RSUs) \| Director \| Selling, distribution and administrative expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation cost \| $		$ 0.2	0.2	0.2
2010 Long-term Stock Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration period (years)		10 years
Number of shares authorized for issuance (in shares)		7,500,000
2010 Long-term Stock Incentive Plan \| Stock option and restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares granted per calendar year in total, maximum (in shares)		1,500,000
2010 Long-term Stock Incentive Plan \| Employee stock option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options outstanding (in shares)		249,064
2010 Long-term Stock Incentive Plan \| Restricted stock units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock outstanding (in shares)		0
2020 Omnibus Stock Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration period (years)		10 years
Number of shares authorized for issuance (in shares)		7,500,000
Cash performance awards \| $		$ 10.0
2020 Omnibus Stock Incentive Plan \| Employee stock option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares granted per calendar year in total, maximum (in shares)		1,500,000
Number of options outstanding (in shares)		240,319
2020 Omnibus Stock Incentive Plan \| Restricted stock units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock outstanding (in shares)		335,518
2020 Omnibus Stock Incentive Plan \| Restricted stock units (RSUs) \| Director
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock outstanding (in shares)		11,859
2018 Employee Stock Purchase Plan \| Employee stock option \| Selling, distribution and administrative expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment arrangement, expense \| $		$ 0.6	$ 0.4	$ 0.5
2018 Employee Stock Purchase Plan \| Employee stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares reserved for issuance (in shares)	500,000	183,709
Stock plan offering period (months)	6 months
Employee stock purchase plan, maximum shares available to purchase (in shares)	10,000
Employee stock purchase plan, purchase price of stock, percent	85.00%
Stock issued during period under ESPP (in shares)		55,181	58,863	53,143
Average purchase price of shares issues under ESPP (in dollars per share) \| $ / shares		$ 27.83	$ 23.83	$ 26.16
Continuing operations \| Restricted stock units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation cost \| $		$ 1.7	$ 1.7	$ 2.7

SHAREHOLDERS' EQUITY - Schedule of Weighted-Average Assumptions Used to Estimate Fair Value of Options (Details) - Employee stock option	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected annual dividend yield	1.80%	2.50%	2.00%
Risk-free interest rate	4.26%	4.06%	1.85%
Expected volatility	44.50%	49.90%	52.80%
Expected life in years	4 years 9 months 18 days	4 years 9 months 18 days	5 years

SHAREHOLDERS' EQUITY - Schedule of Options Outstanding and Exercisable (Details) - Employee stock option - $ / shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Shares
Outstanding at beginning of year (in shares)	541,657	509,212	463,304
Granted (in shares)	70,170	80,976	79,025
Exercised (in shares)	(58,407)	(25,967)	(29,917)
Cancelled or expired (in shares)	(64,037)	(22,564)	(3,200)
Outstanding at end of year (in shares)	489,383	541,657	509,212
Options exercisable at year end (in shares)	349,274	333,796	297,889
Weighted Avg. Exercise Price
Outstanding at beginning of year (in dollars per share)	$ 26.10	$ 25.65	$ 24.28
Granted (in dollars per share)	43.83	28.99	32.65
Exercised (in dollars per share)	24.09	20.25	22.87
Cancelled or expired (in dollars per share)	30.41	33.01	26.61
Outstanding at end of year (in dollars per share)	28.32	26.10	25.65
Weighted average fair value per option granted during the year (in dollars per share)	$ 16.53	$ 11.30	$ 13.07

SHAREHOLDERS' EQUITY - Schedule of Options Vested and Exercisable or Nonvested that are Expected to Vest (Details) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2024 USD ($) $ / shares shares
5.00 to 15.00
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Range of Exercise Prices, Lower Range Limit (in dollars per share)	$ 5.00
Range of Exercise Prices, Upper Range Limit (in dollars per share)	$ 15.00
Options Outstanding and Exercisable (in shares) \| shares	41,500
Weighted Average Exercise Price (in dollars per share)	$ 5.91
Weighted Average Remaining Contractual Life	1 year 8 months 26 days
Aggregate Intrinsic Value (in millions) \| $	$ 0.8
15.01 to 25.00
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Range of Exercise Prices, Lower Range Limit (in dollars per share)	$ 15.01
Range of Exercise Prices, Upper Range Limit (in dollars per share)	$ 25.00
Options Outstanding and Exercisable (in shares) \| shares	213,881
Weighted Average Exercise Price (in dollars per share)	$ 23.57
Weighted Average Remaining Contractual Life	3 years 4 months 13 days
Aggregate Intrinsic Value (in millions) \| $	$ 0.2
25.01 to 35.00
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Range of Exercise Prices, Lower Range Limit (in dollars per share)	$ 25.01
Range of Exercise Prices, Upper Range Limit (in dollars per share)	$ 35.00
Options Outstanding and Exercisable (in shares) \| shares	130,901
Weighted Average Exercise Price (in dollars per share)	$ 31.04
Weighted Average Remaining Contractual Life	7 years 3 months 3 days
Aggregate Intrinsic Value (in millions) \| $	$ 0.0
35.01 to 45.00
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Range of Exercise Prices, Lower Range Limit (in dollars per share)	$ 35.01
Range of Exercise Prices, Upper Range Limit (in dollars per share)	$ 45.00
Options Outstanding and Exercisable (in shares) \| shares	103,101
Weighted Average Exercise Price (in dollars per share)	$ 43.73
Weighted Average Remaining Contractual Life	7 years 5 months 19 days
Aggregate Intrinsic Value (in millions) \| $	$ 0.0
5.00 to 45.00
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Range of Exercise Prices, Lower Range Limit (in dollars per share)	$ 5.00
Range of Exercise Prices, Upper Range Limit (in dollars per share)	$ 45.00
Options Outstanding and Exercisable (in shares) \| shares	489,383
Weighted Average Exercise Price (in dollars per share)	$ 28.32
Weighted Average Remaining Contractual Life	5 years 1 month 20 days
Aggregate Intrinsic Value (in millions) \| $	$ 1.0

SHAREHOLDERS' EQUITY - Schedule of Unvested Stock Options (Details) - Unvested stock options	12 Months Ended
	Dec. 31, 2024 $ / shares shares
Shares
Unvested at beginning of the year (in shares) \| shares	207,861
Granted (in shares) \| shares	70,170
Vested (in shares) \| shares	(75,093)
Forfeited (in shares) \| shares	(62,829)
Unvested at end of the year (in shares) \| shares	140,109
Weighted Average Grant- Date Fair Value
Unvested at the beginning of the year (in dollars per share) \| $ / shares	$ 12.29
Granted (in dollars per share) \| $ / shares	16.53
Vested (in dollars per share) \| $ / shares	12.51
Forfeited (in dollars per share) \| $ / shares	12.72
Unvested at the end of the year (in dollars per share) \| $ / shares	$ 14.28

SHAREHOLDERS' EQUITY - Schedule of Restricted Stock Awards (Details) - Restricted stock - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted (in shares)	259,690
2010 Long-term Stock Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation Expense	$ 1.5	$ 1.5	$ 2.5
2010 Long-term Stock Incentive Plan \| 2019 Non-Performance Award
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted (in shares)	30,251
Restricted stock outstanding (in shares)	0
Compensation Expense	$ 0.0	0.0	0.1
2010 Long-term Stock Incentive Plan \| 2019 Performance Award
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted (in shares)	149,412
Restricted stock outstanding (in shares)	0
Compensation Expense	$ 0.0	0.0	0.3
2010 Long-term Stock Incentive Plan \| 2020 Non-Performance Award
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted (in shares)	28,272
Restricted stock outstanding (in shares)	0
Compensation Expense	$ 0.0	0.1	0.1
2010 Long-term Stock Incentive Plan \| 2020 Performance Award
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted (in shares)	43,330
Restricted stock outstanding (in shares)	0
Compensation Expense	$ 0.0	(0.1)	0.1
2020 Omnibus Stock Incentive Plan \| 2021 Non-Performance Award
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted (in shares)	25,371
Restricted stock outstanding (in shares)	805
Compensation Expense	$ (0.1)	0.2	0.3
2020 Omnibus Stock Incentive Plan \| 2021 Performance Award
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted (in shares)	32,874
Restricted stock outstanding (in shares)	0
Compensation Expense	$ (0.1)	(0.1)	0.2
2020 Omnibus Stock Incentive Plan \| 2022 Non-Performance Award
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted (in shares)	60,808
Restricted stock outstanding (in shares)	3,225
Compensation Expense	$ (0.2)	0.5	0.8
2020 Omnibus Stock Incentive Plan \| 2022 Performance Award
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted (in shares)	32,875
Restricted stock outstanding (in shares)	13,892
Compensation Expense	$ (0.2)	0.0	0.6
2020 Omnibus Stock Incentive Plan \| 2023 Non-Performance Award
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted (in shares)	81,127
Restricted stock outstanding (in shares)	37,974
Compensation Expense	$ 0.3	0.9	0.0
2020 Omnibus Stock Incentive Plan \| 2023 Performance Award
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted (in shares)	56,222
Restricted stock outstanding (in shares)	42,103
Compensation Expense	$ 0.0	0.0	0.0
2020 Omnibus Stock Incentive Plan \| 2024 Non-Performance Award
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted (in shares)	205,302
Restricted stock outstanding (in shares)	183,454
Compensation Expense	$ 1.8	0.0	0.0
2020 Omnibus Stock Incentive Plan \| 2024 Performance Award
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted (in shares)	48,652
Restricted stock outstanding (in shares)	42,206
Compensation Expense	$ 0.0	$ 0.0	$ 0.0

SHAREHOLDERS' EQUITY - Schedule of Unvested Restricted Stock (Details) - Restricted stock	12 Months Ended
	Dec. 31, 2024 $ / shares shares
Shares
Unvested at beginning of the year (in shares) \| shares	232,853
Granted (in shares) \| shares	259,690
Vested (in shares) \| shares	(56,128)
Forfeited (in shares) \| shares	(100,897)
Unvested at end of the year (in shares) \| shares	335,518
Weighted Average Grant- Date Fair Value
Unvested at the beginning of the year (in dollars per share) \| $ / shares	$ 30.22
Granted (in dollars per share) \| $ / shares	37.14
Vested (in dollars per share) \| $ / shares	30.64
Forfeited (in dollars per share) \| $ / shares	33.95
Unvested at the end of the year (in dollars per share) \| $ / shares	$ 34.51

INCOME TAX - Schedule of Income (Loss) from Continuing Operations Before Income Taxes (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
United States	$ 80.5	$ 91.6	$ 104.0
Foreign	(0.7)	3.6	(0.2)
Income from continuing operations before income taxes	$ 79.8	$ 95.2	$ 103.8

INCOME TAX - Schedule of (Benefit) Provision for Income Taxes (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Current:
Federal	$ 15.9	$ 18.1	$ 21.2
State	3.4	4.2	4.3
Foreign	0.3	0.2	0.2
Total current	19.6	22.5	25.7
Deferred:
Federal	(0.3)	0.9	0.0
State	0.2	0.2	0.1
Foreign	(0.4)	0.9	(0.1)
Total deferred	(0.5)	2.0	0.0
Income tax	$ 19.1	$ 24.5	$ 25.7

INCOME TAX - Narrative (Details) - USD ($)	12 Months Ended
INCOME TAX - Narrative (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Valuation Allowance [Line Items]
Tax expense from discontinued operations	$ 100,000	$ (0.0)	$ 200,000
Deferred tax assets, valuation allowance	4,900,000	5,200,000
Undistributed earnings of its foreign subsidiaries	400,000
Uncertain tax positions	0
Unrecognized tax benefits, accrued interest and penalties	0	$ 0	$ 0
Foreign
Valuation Allowance [Line Items]
Net operating loss and foreign tax credit	5,400,000
Tax credit carryforward	300,000
Net operating loss carryforwards, valuation allowance	4,700,000
Tax credit carryforward, valuation allowance	200,000
State
Valuation Allowance [Line Items]
Operating loss carryforwards utilized in period	$ 600,000

INCOME TAX - Schedule of Reconciliation Between Income Tax Expense and Computed Income Tax Expense (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Effective Income Tax Rate Reconciliation, Amount [Abstract]
Income tax at Federal statutory rate	$ 16.8	$ 20.0	$ 21.8
State and local income taxes, net of federal tax benefit	2.8	3.5	3.7
Stock based compensation	(0.2)	(0.1)	0.0
Non-deductible items	0.0	0.5	0.7
Other items, net	(0.3)	0.6	(0.5)
Income tax	$ 19.1	$ 24.5	$ 25.7
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Income tax at Federal statutory rate	21.00%	21.00%	21.00%
State and local income taxes, net of federal tax benefit	3.50%	3.70%	3.70%
Stock based compensation	(0.20%)	(0.10%)	0.00%
Non-deductible items	0.00%	0.50%	0.60%
Other items, net	(0.40%)	0.60%	(0.50%)
Income tax	23.90%	25.70%	24.80%

INCOME TAX - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023
Assets:
Accrued expenses and other liabilities	$ 1.9	$ 1.9
Inventory	2.2	2.2
Operating lease obligations	20.3	23.6
Intangible & other	2.0	1.9
Net operating loss and credit carryforwards	6.2	6.3
Valuation allowances	(4.9)	(5.2)
Total deferred tax assets	27.7	30.7
Liabilities:
Operating lease right-of-use assets	17.8	21.0
Other	1.8	1.9
Total deferred tax liabilities	$ 19.6	$ 22.9

INCOME TAX - Schedule of Allowance for Deferred Tax Assets (Details) - Valuation allowance, deferred tax asset - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Period	$ (5.2)	$ (5.8)
Benefit Recognized in Expense	0.0	0.0
Write-offs	0.2	0.5
Other	0.1	0.1
Balance at End of Period	$ (4.9)	$ (5.2)

SEGMENT REPORTING - Narrative (Details) $ in Millions	12 Months Ended
SEGMENT REPORTING - Narrative (Details) $ in Millions	Dec. 31, 2024 USD ($) segment	Dec. 31, 2023 USD ($)
Revenues from External Customers and Long-Lived Assets [Line Items]
Number of reportable segments \| segment	1
Non-US
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets \| $	$ 3.1	$ 3.7

SEGMENT REPORTING (Details) - USD ($) $ in Millions	12 Months Ended
SEGMENT REPORTING (Details) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Segment Reporting Information [Line Items]
Net sales	$ 1,315.9	$ 1,274.3	$ 1,166.1
Cost of sales	863.9	838.5	744.9
Net advertising expenses	90.6	79.8	72.0
Depreciation and amortization	7.6	6.4	3.9
Operating income	80.5	96.5	105.2
Provision for income taxes	19.1	24.5	25.7
Net income from continuing operations	60.7	70.7	78.1
Reportable Segment
Segment Reporting Information [Line Items]
Net sales	1,315.9	1,274.3	1,166.1
Cost of sales	863.9	838.5	744.9
Net advertising expenses	90.6	79.8	72.0
Depreciation and amortization	7.6	6.4	3.9
Other costs	273.3	253.1	240.1
Operating income	80.5	96.5	105.2
Interest and other expenses	0.7	1.3	1.4
Provision for income taxes	19.1	24.5	25.7
Net income from continuing operations	$ 60.7	$ 70.7	$ 78.1

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