Generac Holdings Inc. has entered into a definitive agreement with Amazon.com, Inc. to supply backup power generators for its data centers. The agreement, dated September 16, 2026, includes the issuance of a warrant to Amazon.com NV Investment Holdings LLC, a wholly-owned subsidiary of Amazon.
Under the terms of the Transaction Agreement, Generac issued a warrant allowing Amazon to acquire up to 1,693,745 shares of Generac common stock. The warrant shares are subject to an exercise price of $200.9266 per share. The vesting of these shares is contingent upon aggregate gross payments, net of certain offsets, received by Generac and its affiliates from Amazon, up to a total of $8 billion.
Specifically, 307,954 warrant shares vest immediately, while the remaining balance vests over the term of the warrant in multiple tranches. The warrant is exercisable, in whole or in part, through either a cash exercise or a cashless exercise at the election of Amazon. The exercise period runs through September 16, 2033. The exercise price and number of shares are subject to anti-dilution adjustments, and the company has granted registration rights regarding the warrant shares.
In conjunction with the warrant issuance, Generac and Amazon executed a long-term supply agreement. Initial deliveries of backup generators are expected to total $2.4 billion in 2027 and 2028. The warrant was issued in reliance on an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933.
