Gibraltar Industries, Inc 10-Q for FY2026 Q3
Gibraltar Industries, Inc. (ROCK)
10-Q
2026-11-05
For: 2026-09-30
View Original
Added on
November 05, 2026
About this 10-Q
Gibraltar Industries, Inc filed this 10-Q on November 5, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Gibraltar Industries agreed to sell DSB, its sole Infrastructure business, to GCP Applied Technologies Inc. for $208 million. It acquired OmniMax for $1.335 billion on February 2, 2026. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $479.57M
- up 54.2% from $310.94M a year earlier
- Net income
- $11.71M
- compared with a net loss of $89.06M a year earlier
- Diluted EPS
- $0.39
- compared with -$2.98 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| (Mark One) | |||||
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2026
OR
| 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: 000-22462
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | ||||||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||||||||
(716 ) 826-6500
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
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, 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.
| ☒ | 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. ☐
Indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of November 3, 2026, the number of shares of common stock outstanding was: 29,706,414 .
GIBRALTAR INDUSTRIES, INC.
INDEX
| PAGE NUMBER | |||||||||||
| PART I. | |||||||||||
| Item 1. | |||||||||||
| Item 2. | |||||||||||
| Item 3. | |||||||||||
| Item 4. | |||||||||||
| PART II. | |||||||||||
| Item 1. | |||||||||||
| Item 1A. | |||||||||||
| Item 2. | |||||||||||
| Item 3. | |||||||||||
| Item 4. | |||||||||||
| Item 5. | |||||||||||
| Item 6. | |||||||||||
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Selling, general, and administrative expense | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Interest expense (income), net | ( | ||||||||||||||||||||||
| Other income, net | ( | ( | ( | ( | |||||||||||||||||||
| Income before taxes from continuing operations | |||||||||||||||||||||||
| Provision for income taxes | |||||||||||||||||||||||
| Income from continuing operations | |||||||||||||||||||||||
| Discontinued operations: | |||||||||||||||||||||||
| Loss before taxes from discontinued operations | ( | ( | ( | ( | |||||||||||||||||||
| Benefit of income taxes from discontinued operations | ( | ( | ( | ( | |||||||||||||||||||
| Loss from discontinued operations | ( | ( | ( | ( | |||||||||||||||||||
| Net income (loss) | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Net earnings per share – Basic: | |||||||||||||||||||||||
| Income from continuing operations | $ | $ | $ | $ | |||||||||||||||||||
| Loss from discontinued operations | ( | ( | ( | ( | |||||||||||||||||||
| Net income (loss) | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Weighted average shares outstanding – Basic | |||||||||||||||||||||||
| Net earnings per share – Diluted: | |||||||||||||||||||||||
| Income from continuing operations | $ | $ | $ | $ | |||||||||||||||||||
| Loss from discontinued operations | ( | ( | ( | ( | |||||||||||||||||||
| Net income (loss) | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Weighted average shares outstanding – Diluted | |||||||||||||||||||||||
See accompanying notes to consolidated financial statements.
3
GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
(unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income (loss) | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Other comprehensive (loss) income: | |||||||||||||||||||||||
| Foreign currency translation adjustment | ( | ( | ( | ||||||||||||||||||||
| Total comprehensive income (loss) | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
See accompanying notes to consolidated financial statements.
4
GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
| September 30, 2026 | December 31, 2025 | ||||||||||
| (unaudited) | |||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Trade receivables, net of allowance of $ | |||||||||||
| Costs in excess of billings, net | |||||||||||
| Inventories, net | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Assets of discontinued operations | |||||||||||
| Total current assets | |||||||||||
| Property, plant, and equipment, net | |||||||||||
| Operating lease assets | |||||||||||
| Goodwill | |||||||||||
| Customer relationships, net | |||||||||||
| Other intangibles, net | |||||||||||
| Other assets | |||||||||||
| $ | $ | ||||||||||
| Liabilities and Stockholders’ Equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses | |||||||||||
| Billings in excess of costs | |||||||||||
| Liabilities of discontinued operations | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Deferred income taxes | |||||||||||
| Non-current operating lease liabilities | |||||||||||
| Other non-current liabilities | |||||||||||
| Stockholders’ equity: | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
Treasury stock, at cost; | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| $ | $ | ||||||||||
See accompanying notes to consolidated financial statements.
5
GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash Flows from Operating Activities | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Loss from discontinued operations | ( | ( | |||||||||
| Income from continuing operations | |||||||||||
| Adjustments to reconcile income from continuing operations to net cash (used in) provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Stock compensation expense | |||||||||||
| Provision for deferred income taxes | |||||||||||
| Other, net | |||||||||||
| Changes in operating assets and liabilities net of effects from acquisitions: | |||||||||||
| Trade receivables and costs in excess of billings | ( | ( | |||||||||
| Inventories | ( | ( | |||||||||
| Other current assets and other assets | ( | ||||||||||
| Accounts payable | |||||||||||
| Accrued expenses and other non-current liabilities | ( | ( | |||||||||
| Net cash provided by operating activities of continuing operations | |||||||||||
| Net cash (used in) provided by operating activities of discontinued operations | ( | ||||||||||
| Net cash (used in) provided by operating activities | ( | ||||||||||
| Cash Flows from Investing Activities | |||||||||||
| Acquisitions, net of cash acquired | ( | ( | |||||||||
| Purchases of property, plant, and equipment | ( | ( | |||||||||
| Net proceeds from sale of property and equipment | |||||||||||
| Net proceeds from sale of business | |||||||||||
| Net cash used in investing activities of continuing operations | ( | ( | |||||||||
| Net cash provided by (used in) investing activities of discontinued operations | ( | ||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash Flows from Financing Activities | |||||||||||
| Proceeds from long-term debt | |||||||||||
| Long-term debt payments | ( | ||||||||||
| Payment of debt issuance costs | ( | ||||||||||
| Purchase of common stock at market prices | ( | ( | |||||||||
| Net proceeds from issuance of common stock | |||||||||||
| Net cash provided by (used in) financing activities | ( | ||||||||||
| Effect of exchange rate changes on cash | ( | ||||||||||
| Net decrease in cash and cash equivalents | ( | ( | |||||||||
| Cash and cash equivalents at beginning of year | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
See accompanying notes to consolidated financial statements.
6
GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands)
(unaudited)
| Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Stock compensation expense | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Net settlement of restricted stock units | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Stock compensation expense | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Net settlement of restricted stock units | ( | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Stock options exercised | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Excise tax on repurchase of common stock | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to consolidated financial statements.
7
GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands)
(unaudited)
| Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Stock compensation expense | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Net settlement of restricted stock units | ( | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Awards of common stock | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Stock compensation expense | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Net settlement of restricted stock units | ( | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Awards of common stock | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Stock options exercised | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Excise tax on repurchase of common stock | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Common stock repurchased under stock repurchase program | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to consolidated financial statements.
8
GIBRALTAR INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(1) BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Gibraltar Industries, Inc. (the "Company") have been prepared by management in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for the fair presentation of results for the interim period have been included. Certain prior-period amounts have been reclassified to conform to the current-period presentation. The Company's operations are seasonal, for this and other reasons financial results for any interim period are not necessarily indicative of the results expected for any subsequent interim period or for the full year. The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 2025.
The consolidated balance sheet at December 31, 2025 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements.
Discontinued Operations
In June 2025, the Company committed to a plan to sell its Renewables business, which was the sole business in the Renewables segment, and represents a strategic shift that has a significant effect on the Company's operations and financial results, and as such, qualifies for reporting as discontinued operations. The Renewables business results of operations for the periods presented are reflected in the Company's consolidated statements of operations and consolidated statements of cash flows as discontinued operations. Additionally, refer to Note 13 "Discontinued Operations" for information regarding the assets and liabilities of the Renewables business that have been classified as assets and liabilities of discontinued operations in the Company's consolidated balance sheets for the periods presented.
Unless otherwise indicated, the consolidated financial statement disclosures and related information disclosed herein relate to the Company's continuing operations, which exclude its Renewables business, and the Company has recast prior period amounts to reflect discontinued operations.
Recent Accounting Pronouncements
The Company evaluated all recent Accounting Standard Updates, including those that are currently effective in 2026 or will be effective after 2026, and determined that the adoption of these pronouncements would not have a material effect on the financial position, results of operations or cash flows of the Company. There have been no material changes from the recent accounting pronouncements previously disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
(2) TRADE RECEIVABLES, NET
The following table provides a roll-forward of the allowance for credit losses for the nine month period ended September 30, 2026 that is deducted from the amortized cost basis of trade receivables to present the net amount expected to be collected (in thousands):
| Beginning balance as of January 1, 2026 | $ | ||||
| Allowance for credit losses on trade receivables acquired in a business combination | |||||
| Bad debt expense, net of recoveries | |||||
| Accounts written off against allowance and other adjustments | ( | ||||
| Ending balance as of September 30, 2026 | $ | ||||
9
(3) REVENUE
Sales includes revenue from contracts with customers for roofing accessories, metal roofing products and services, rain dispersion products, roof and foundation ventilation products, single point and centralized mail and package solutions, outdoor living space products (sun-shading), and other construction accessories; designing, engineering, manufacturing and installation of controlled environment agriculture structures, custom greenhouses and structural canopies; expansion joints, structural bearings, pavement sealant, elastomeric concrete and bridge cable protection systems.
Refer to Note 12 "Segment Information" for disclosures related to disaggregation of revenue.
As of September 30, 2026, the Company's remaining performance obligations are part of contracts that have an original expected duration of one year or less.
For the three and nine months ended September 30, 2026 and 2025, respectively, there were no changes to estimated total costs to be incurred related to any individual contract that materially impacted the Company's consolidated financial statements.
Contract assets consist of net costs in excess of billings, classified as current assets in the Company's consolidated balance sheets. Contract liabilities consist of billings in excess of costs, classified as current liabilities, and unearned revenue, presented within accrued expenses, in the Company's consolidated balance sheets. Unearned revenue as of September 30, 2026 and December 31, 2025 was $0.8 million and $1.4 million, respectively. The Company recognized revenue of $9.3 million and $13.4 million during the nine months ended September 30, 2026 and 2025, respectively, that was included in the contract liabilities balance of $10.3 million and $15.4 million at December 31, 2025 and 2024, respectively.
(4) INVENTORIES, NET
Inventories, net of reserves, consisted of the following (in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||
| Raw material | $ | $ | |||||||||
| Work-in-process | |||||||||||
| Finished goods | |||||||||||
| Total inventories, net | $ | $ | |||||||||
(5) ACQUISITIONS
2026 Acquisition
On February 2, 2026, the Company purchased all the outstanding equity interests of Arundel Square Garden LLC, a Delaware limited liability company, the owner of OmniMax International, LLC ("OmniMax"), a leading U.S.- and Canada-based manufacturer of residential roofing accessories and rainwater management systems. The results of OmniMax have been included in the Company's consolidated financial results since the date of acquisition within the Company's Residential segment. The purchase consideration for this acquisition was $1.343 billion, which is subject to customary adjustments provided for in the securities purchase agreement, and was funded using a combination of cash on hand and proceeds from new indebtedness.
The purchase price for this acquisition was preliminarily allocated to the assets acquired and liabilities assumed based upon their respective fair values estimated as of the date of acquisition. The Company has commenced the process to confirm the existence, condition, and completeness of the assets acquired and liabilities assumed to establish fair value of such assets and liabilities and to determine the amount of goodwill to be recognized as of the date of acquisition. Goodwill recognized in this acquisition is primarily attributable to factors such as future economic benefits arising from other assets acquired that could not be individually identified including workforce additions, growth opportunities, and increased presence in domestic residential roofing accessories and rainwater management systems markets. The Company is still collecting information necessary to complete the valuation of certain assets acquired and liabilities assumed in the business combination. Accordingly, the amounts recorded for working capital, other assets, other liabilities and goodwill are provisional and may be adjusted during the
10
measurement period as additional information becomes available regarding facts and circumstances that existed as of the acquisition date and, if known, would have affected the measurement of those amounts at that date. The final determination of the fair value of certain assets and liabilities will be completed within a measurement period of up to one year from the date of the acquisition.
For the acquisition of OmniMax, the preliminary excess consideration was recorded as goodwill and approximated $527.2 million, none of which is deductible for tax purposes. The final purchase price allocation will be completed no later than the first quarter of fiscal year 2027.
The preliminary allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed is as follows as of the date of the acquisition (in thousands):
| Cash | $ | ||||
| Working capital | |||||
| Property, plant and equipment | |||||
| Acquired intangible assets | |||||
| Other assets | |||||
| Other liabilities | ( | ||||
| Goodwill | |||||
| Fair value of purchase consideration | $ | ||||
The intangible assets acquired in this acquisition consisted of the following (in thousands):
| Fair Value | Weighted-Average Amortization Period | ||||||||||
| Trademarks | $ | ||||||||||
| Customer relationships | |||||||||||
| Total | $ | ||||||||||
In determining the allocation of the purchase price to the assets acquired and liabilities assumed, the Company uses all available information to make fair value determinations using Level 3 unobservable inputs in which little or no market data exists, and therefore, engages independent valuation specialists to assist in the fair value determination of the acquired long-lived assets, such as identified intangible assets and property, plant, and equipment. The fair values of the identified intangible assets are primarily determined using income‑based valuation techniques, including the multi‑period excess earnings method for customer relationships and the relief‑from‑royalty method for trademarks. The fair values of the property, plant, and equipment is primarily determined using cost approach and market approach.
Since the acquisition date through September 30, 2026, OmniMax contributed approximately $431.5 million in net sales and $29.1 million in operating profit.
2025 Acquisitions
During the year ended December 31, 2025, the Company acquired four businesses in separate transactions. One acquired business is included within the Company's Agtech segment and the other three acquired businesses are included in the Company's Residential segment.
On February 11, 2025, the Company purchased all the outstanding stock of Lane Supply, Inc. ("Lane Supply"), a privately held company that designs, manufactures and installs structural canopies serving the convenience store, travel center, food retail, and quick serve restaurant markets. The results of Lane Supply have been included in the Company's consolidated financial results since the date of acquisition within the Company's Agtech segment. The purchase consideration for this acquisition was $118.0 million, which includes a working capital adjustment and certain other adjustments provided for in the stock purchase agreement, and was funded with cash on hand.
11
On March 31, 2025, the Company acquired two privately held businesses within its Residential segment that primarily specialize in the manufacturing of metal roofing systems, along with metal wall panels, siding and trim products. The Company purchased all the outstanding stock of one of the businesses and substantially all of the assets of the other business for a combined purchase consideration of $92.6 million, which includes working capital adjustments and certain other adjustments provided for in the purchase agreements. A portion of the purchase consideration was funded with cash on hand, with the remaining portion payable in 2026. The Company recorded an acquisition payable included in accrued expenses of $5.4 million and $11.3 million as of September 30, 2026 and December 31, 2025, respectively, to reflect this obligation.
On July 31, 2025, the Company purchased substantially all the assets of another privately held business within its Residential segment that primarily specializes in the manufacturing of metal roofing systems and roofing accessories. The purchase consideration for this acquisition was $16.0 million, which includes working capital adjustments and certain other adjustments provided for in the asset purchase agreement, and was funded with cash on hand.
The purchase price for these acquisitions were allocated to the assets acquired and liabilities assumed based upon their respective fair values estimated as of the date of acquisitions. Goodwill recognized in these acquisitions is primarily attributable to factors such as future economic benefits arising from other assets acquired that could not be individually identified including workforce additions, growth opportunities, and increased presence in domestic agtech structures and metal roofing markets, respectively. Since the respective acquisition dates of the privately held businesses, the Company has recorded measurement-period adjustments, including adjustments as a result of new information obtained about facts and circumstances that existed as of the respective acquisition dates and included an increase of $20.2 million to acquired intangible assets and a corresponding decrease to goodwill. The impact of this adjustment, and other measurement-period adjustments, which would have been recognized in previous periods if the provisional amounts had been finalized as of the respective acquisition dates, have not materially impacted the Company's consolidated statements of operations.
For the acquisition of Lane Supply, the excess consideration was recorded as goodwill and approximated $38.3 million, none of which is deductible for tax purposes.
The allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed is as follows as of the date of the acquisition (in thousands):
| Cash | $ | ||||
| Working capital | |||||
| Property, plant and equipment | |||||
| Acquired intangible assets | |||||
| Other assets | |||||
| Other liabilities | ( | ||||
| Goodwill | |||||
| Fair value of purchase consideration | $ | ||||
The intangible assets acquired in this acquisition consisted of the following (in thousands):
| Fair Value | Weighted-Average Amortization Period | ||||||||||
| Trademarks | $ | ||||||||||
| Customer relationships | |||||||||||
| Backlog | Less than 1 year | ||||||||||
| Total | $ | ||||||||||
In determining the allocation of the purchase price to the assets acquired and liabilities assumed, the Company uses all available information to make fair value determinations using Level 3 unobservable inputs in which little or no market data exists, and therefore, engages independent valuation specialists to assist in the fair value determination of the acquired long-lived assets. The fair values of the identified intangible assets are primarily determined using income‑based valuation techniques, including the multi‑period excess earnings method for customer relationships and backlog and the relief‑from‑royalty method for trademarks.
12
For the acquisition of the two metal roofing businesses acquired on March 31, 2025, the excess consideration was recorded as goodwill and approximated $42.2 million, all of which is deductible for tax purposes.
For the acquisition of the metal roofing business acquired on July 31, 2025, the excess consideration was recorded as goodwill and approximated $8.8 million, all of which is deductible for tax purposes.
The allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed in the acquisitions of the three metal roofing businesses is as follows as of the respective date of the acquisitions (in thousands):
| Cash | $ | ||||
| Working capital | |||||
| Property, plant and equipment | |||||
| Acquired intangible assets | |||||
| Other assets | |||||
| Other liabilities | ( | ||||
| Goodwill | |||||
| Fair value of purchase consideration | $ | ||||
The intangible assets acquired in the three metal roofing business acquisitions consisted of the following (in thousands):
| Fair Value | Weighted-Average Amortization Period | ||||||||||
| Trademarks | $ | ||||||||||
| Customer relationships | |||||||||||
| Total | $ | ||||||||||
In determining the allocation of the purchase price to the assets acquired and liabilities assumed, the Company uses all available information to make fair value determinations using Level 3 unobservable inputs in which little or no market data exists, and therefore, engages independent valuation specialists to assist in the fair value determination of the acquired long-lived assets. The fair values of the identified intangible assets are primarily determined using income‑based valuation techniques, including the multi‑period excess earnings method for customer relationships and the relief‑from‑royalty method for trademarks.
Pro Forma Information (Unaudited)
As noted above, the Company completed the acquisition of OmniMax on February 2, 2026, and during the nine months ended September 30, 2025, the Company completed the acquisitions of Lane Supply and three privately held metal roofing businesses. Accordingly, the Company's consolidated statements of operations do not include certain periods prior to each acquisition, as described below.
| Acquisition | Date Acquired | Period Not Included: | |||||||||||||||
| From | To | ||||||||||||||||
| OmniMax | February 2, 2026 | January 1, 2026 | February 1, 2026 | ||||||||||||||
| Lane Supply | February 11, 2025 | January 1, 2025 | February 10, 2025 | ||||||||||||||
| Privately held metal roofing businesses | March 31, 2025 | January 1, 2025 | March 30, 2025 | ||||||||||||||
| Privately held metal roofing business | July 31, 2025 | January 1, 2025 | July 30, 2025 | ||||||||||||||
The following unaudited pro forma financial information represents a summary of the consolidated results of continuing operations of the Company for the three and nine months ended September 30, 2026 and 2025, assuming the acquisition of OmniMax had been completed on January 1, 2025, and the acquisitions of Lane Supply and the three privately held metal roofing businesses had been completed on January 1, 2024 (in thousands):
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| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Operating income | |||||||||||||||||||||||
These pro forma amounts have been compiled by combining the historical results of these businesses with the results of the Company, after applying applicable accounting policies and pro forma adjustments, primarily for: (i) amortization that would have been recognized assuming preliminary fair value adjustments to intangible assets and fair value step-up of inventory had been applied from January 1, 2025 for OmniMax; (ii) elimination of non-recurring acquisition and related integration costs associated with the OmniMax acquisition; and (iii) amortization that would have been recognized assuming fair value adjustments to intangible assets had been applied from January 1, 2024 for Lane Supply and the three privately held metal roofing businesses.
The pro forma financial information is not necessarily indicative of the results of continuing operations that would have been achieved if the acquisitions had been effective as of these dates, or of future results.
Acquisition-related Costs
The Company recognized costs as a component of cost of sales related to the sale of inventory at fair value as a result of allocating the purchase price of recent acquisitions. The Company also incurred certain acquisition-related costs comprised of legal and consulting fees. These costs were recognized as a component of selling, general, and administrative expenses in the consolidated statements of operations. The acquisition-related costs consisted of the following for the three and nine months ended September 30 (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Cost of sales | $ | $ | $ | $ | |||||||||||||||||||
| Selling, general and administrative costs | |||||||||||||||||||||||
| Total acquisition related costs | $ | $ | $ | $ | |||||||||||||||||||
(6) GOODWILL AND INTANGIBLE ASSETS
Goodwill
The changes in the carrying amount of goodwill for the nine months ended September 30, 2026 are as follows (in thousands):
| Residential | Agtech | Infrastructure | Total | ||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | |||||||||||||||||||
| Acquired goodwill | |||||||||||||||||||||||
| Adjustments to prior year acquisitions | ( | ( | |||||||||||||||||||||
| Foreign currency translation | ( | ( | ( | ||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | |||||||||||||||||||
Goodwill is recognized net of accumulated impairment losses of $133.2
The Company is required to regularly assess whether a triggering event has occurred which would require interim impairment testing. The Company determined that no triggering event had occurred as of September 30, 2026 which would require an interim impairment test to be performed.
14
Intangible Assets
Intangible assets consisted of the following (in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Gross Carrying Amount | Accumulated Amortization | ||||||||||||||||||||||||||
| Indefinite-lived intangible assets: | |||||||||||||||||||||||||||||
| Trademarks | $ | $ | $ | $ | |||||||||||||||||||||||||
| Finite-lived intangible assets: | |||||||||||||||||||||||||||||
| Trademarks | |||||||||||||||||||||||||||||
| Unpatented technology | |||||||||||||||||||||||||||||
| Customer relationships | |||||||||||||||||||||||||||||
| Total intangible assets | $ | $ | $ | $ | |||||||||||||||||||||||||
The following table summarizes the intangible asset amortization expense (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Amortization expense | $ | $ | $ | $ | |||||||||||||||||||
Amortization expense related to intangible assets for the remainder of fiscal 2026 and the next five years thereafter is estimated as follows (in thousands):
| 2026 | 2027 | 2028 | 2029 | 2030 | 2031 | ||||||||||||||||||||||||||||||
| Amortization expense | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
(7) LONG-TERM DEBT
The following table summarizes the Company's long-term debt at September 30, 2026 (in thousands):
| Term Loan A Facility | $ | ||||
| Term Loan B Facility | |||||
| Revolving Credit Facility | |||||
| Unamortized debt issuance costs | ( | ||||
| Less current maturities | |||||
| Total long-term debt | $ | ||||
The Company had no outstanding debt at December 31, 2025.
The aggregate contractual maturities of long-term debt during each of the five successive twelve month periods following September 30, 2026 (in thousands):
| Twelve Months Ending September 30, | ||||||||||||||||||||||||||||||||
| 2027 | 2028 | 2029 | 2030 | 2031 | ||||||||||||||||||||||||||||
Aggregate amount of maturities | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Effective February 2, 2026
Revolving Credit Facility, Term Loan A Facility and Term Loan B Facility
In connection with the acquisition of OmniMax, on February 2, 2026, the Company entered into a new credit agreement (the "Credit Agreement") with Bank of America, N.A., as administrative agent and collateral agent, and other financial institutions party thereto. The Credit Agreement provides for (i) a senior secured revolving credit facility in an initial aggregate principal amount of up to $500 million (the "Revolving Credit Facility"), (ii) a senior
15
secured term loan A facility in an initial aggregate principal amount of $650 million (the "Term Loan A Facility") and (iii) a senior secured term loan B facility in an initial aggregate principal amount of $650 million (the "Term Loan B Facility"). Letters of credit are available under the Credit Agreement in an aggregate amount of up to $100 million. The Company capitalized $29.3 million of debt issuance costs incurred in connection with the Credit Agreement. In addition, $0.8 million of unamortized deferred debt issuance costs related to the 2022 Credit Agreement were carried forward as the Credit Agreement was accounted for as a modification and are being amortized over the remaining term of the Credit Agreement.
Borrowings under the Credit Agreement, together with cash on hand, were used to fund the acquisition of OmniMax, refinance certain existing indebtedness of the Company, and pay related fees and expenses. The Revolving Credit Facility may be used for working capital and other general corporate purposes. The Revolving Credit Facility and Term Loan A Facility mature on February 2, 2031, and the Term Loan B Facility matures on February 2, 2033.
The Term Loan A Facility amortizes on a quarterly basis with escalating payment percentages over the life of the loan, with the remaining balance due at maturity. Quarterly principal amortization is required as follows: (i) 0.625 % of the aggregate initial principal amount of the Term Loan A Facility for each fiscal quarter from the quarter ending June 30, 2026 through and including the quarter ending March 31, 2028; (ii) 1.25 % of the aggregate initial principal amount of the Term Loan A Facility for each fiscal quarter from the quarter ending June 30, 2028 through and including the quarter ending March 31, 2030; and (iii) 1.875 % of the aggregate initial principal amount of the Term Loan A Facility for each fiscal quarter from the quarter ending June 30, 2030 through and including the last full fiscal quarter prior to the maturity date. All remaining unpaid principal amounts of any outstanding Term Loan A Facility are due on the maturity date.
The Term Loan B Facility amortizes on a quarterly basis at 0.25 % of the aggregate initial principal amount of the Term Loan B Facility, with all remaining unpaid principal amounts of any outstanding Term Loan B Facility due on the maturity date.
In February 2026, the Company made prepayments of $25.0 million on the Term Loan A Facility and $50.0 million of the Term Loan B Facility. In accordance with the Credit Agreement, such prepayments were applied to future scheduled amortization payments in order of maturity.
Borrowings under the Credit Agreement bear interest, at the Company's option, at an annual rate based on (a) adjusted term secured overnight financing rate ("SOFR"), defined in a customary manner, or (b) a base rate, in each case plus an applicable margin determined by the Company's consolidated first lien net leverage ratio.
For the Term Loan A Facility and the Revolving Credit Facility, the applicable rate under the Credit Agreement ranges from 1.375 % to 2.25 % for Term SOFR loans and 0.375 % to 1.25 % for Base Rate loans, in each case based on the Company’s consolidated first lien net leverage ratio per the Credit Agreement. For the Term Loan B Facility, the applicable rate under the Credit Agreement ranges from 1.75 % to 2.25 % for Term SOFR loans and 0.75 % to 1.25 % for Base Rate loans, in each case based on the Company’s consolidated first lien net leverage ratio. Undrawn commitment fees under the Revolving Credit Facility range from 0.175 % to 0.275 % based on the Company’s consolidated first lien net leverage ratio.
The Company's obligations under the Credit Agreement are guaranteed by the Company's existing and subsequently acquired wholly owned domestic subsidiaries, subject to customary exceptions.
The Credit Agreement contains financial covenants requiring the Company to maintain a maximum consolidated total net leverage ratio of 5.25 to 1.00, which steps down to 4.25 to 1.00 over time, and a minimum interest coverage ratio of 3.00 to 1.00, in each case measured as of the last day of each fiscal quarter, with measurement to commence on the last day of the first full fiscal quarter after February 2, 2026. The maximum consolidated total net leverage ratio may be increased at the Company's option by 0.50 times in connection with certain qualifying material acquisitions.
The Credit Agreement contains certain affirmative and negative covenants that limit the ability of the Company, among other things and subject to certain significant exceptions, to incur debt or liens, make investments, enter into certain mergers, consolidations, asset sales and acquisitions, pay dividends and make other restricted payments and enter into transactions with affiliates. In addition, the Credit Agreement contains certain events of default, including relating to a change of control. If an event of default occurs, the lenders under the Credit Agreement will be entitled to take various actions, including the acceleration of amounts due under the Credit Agreement. As of September 30, 2026, the Company was in compliance with all financial covenants.
16
The following table sets forth the Company's revolving credit facility availability under the Credit Agreement as of September 30, 2026 (in thousands):
| Total revolving credit facility | $ | ||||
| Less: borrowings outstanding under the revolving credit facility | ( | ||||
| Less: standby letters of credit issued to third parties | ( | ||||
| Revolving credit facility availability | $ | ||||
The carrying values of borrowings under the Company's Revolving Credit Facility, Term Loan A Facility and Term Loan B Facility approximate fair value due to the variable rate features of these instruments. The fair value of the Revolving Credit Facility, Term Loan A Facility and Term Loan B Facility are classified as Level 2 within the fair value hierarchy as they are determined using observable market inputs other than quoted price for identical instruments in active markets.
Prior to February 2, 2026
Revolving Credit Facility
On December 8, 2022, the Company entered into a credit agreement (the "2022 Credit Agreement") which provided for a revolving credit facility and letters of credit in an aggregate amount equal to $400 million. At December 31, 2025, the Company had no outstanding borrowings and had $6.2 million of letters of credit issued to third parties. In connection with entering into the Credit Agreement, on February 2, 2026, the Company terminated the 2022 Credit Agreement. There were no outstanding borrowings under the 2022 Credit Agreement as of the date of termination or at September 30, 2026.
(8) EQUITY-BASED COMPENSATION
The Gibraltar Industries, Inc. Amended and Restated 2018 Equity Incentive Plan (the "Amended 2018 Plan"), which includes a total of 1,631,707 shares available for issuance, allows the Company to grant equity-based incentive compensation awards in the form of non-qualified options, restricted shares, restricted stock units, performance shares, performance stock units, and stock rights to eligible participants.
The Gibraltar Industries, Inc. Amended and Restated 2016 Stock Plan for Non-Employee Directors (the "Non-Employee Directors Plan"), which includes 200,000 shares available for issuance, allows the Company to grant awards of shares of the Company's common stock to current non-employee directors of the Company, and permits the Directors to defer receipt of such shares pursuant to the terms of the Non-Employee Directors Plan.
Equity-Based Awards - Settled in Stock
The following table provides the number of stock units granted, along with the weighted-average grant-date fair value of each award, during the nine months ended September 30,:
| 2026 | 2025 | |||||||||||||||||||||||||
| Awards | Number of Awards | Weighted- Average Grant-Date Fair Value | Number of Awards | Weighted- Average Grant-Date Fair Value | ||||||||||||||||||||||
| Performance stock units (1) | $ | (2) | $ | |||||||||||||||||||||||
| Restricted stock units | $ | $ | ||||||||||||||||||||||||
| Deferred stock units | $ | $ | ||||||||||||||||||||||||
| Common shares | $ | $ | ||||||||||||||||||||||||
(1) The Company’s performance stock units (“PSUs”) represent target shares granted for which the final number of shares earned depends on financial performance.
(2) Includes 87,440 target PSUs granted, none of which were earned or will be issued because the applicable performance conditions were not achieved or the were forfeited.
17
Equity-Based Awards - Settled in Cash
The Company's equity-based awards that are settled in cash are the awards under the Management Stock Purchase Plan (the “MSPP”) which is authorized under the Company's equity incentive plans. The MSPP provides participants the ability to defer a portion of their compensation, convertible to unrestricted investments, restricted stock units, or a combination of both, or defer a portion of their directors’ fees, convertible to restricted stock units. Employees eligible to defer a portion of their compensation also receive a company-matching award in restricted stock units equal to a percentage of their deferred compensation.
The deferrals and related company match are credited to an account that represents a share-based liability. The portion of the account deferred to unrestricted investments is measured at fair market value of the unrestricted investments, and the portion of the account deferred to restricted stock units and company-matching restricted stock units is measured at a 200 -day average of the Company’s stock price. The account will be converted to and settled in cash payable to participants upon retirement or a termination of their service to the Company.
Total MSPP liabilities recorded on the consolidated balance sheet as of September 30, 2026 were $18.7 million, of which $2.6 million was included in current accrued expenses and $16.1 million was included in non-current liabilities. Total MSPP liabilities recorded on the consolidated balance sheet as of December 31, 2025 were $22.2 million, of which $3.1 million was included in current accrued expenses and $19.1 million was included in non-current liabilities. The value of the restricted stock units within the MSPP liabilities was $10.5 million and $15.7 million at September 30, 2026 and December 31, 2025, respectively.
The following table provides the number of restricted stock units credited to active participant accounts and the payments made with respect to MSPP liabilities:
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Restricted stock units credited | |||||||||||
| MSPP liabilities paid (in thousands) | $ | $ | |||||||||
(9) EXIT ACTIVITY COSTS AND ASSET IMPAIRMENTS
The Company periodically undertakes restructuring initiatives as part of its focus to improve operating performance and optimize its business portfolio. These initiatives have led to reorganizing the Company's manufacturing footprint, outsourcing or discontinuing low-volume, low margin products, or selling or exiting less profitable businesses or product lines. As a result, the Company has incurred costs related to discrete restructuring events for moving and closing facilities, severance and inventory write-downs during the nine months ended September 30, 2026.
The following tables set forth the exit activity costs and asset impairment charges (recoveries) incurred by segment related to the restructuring activities described above (in thousands):
| Three Months Ended September 30, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| Exit Activity | Asset Impairment | Total | Exit Activity | Asset Impairment | Total | ||||||||||||||||||||||||||||||
| Residential | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Agtech | |||||||||||||||||||||||||||||||||||
| Infrastructure | |||||||||||||||||||||||||||||||||||
| Corporate | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
18
| Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| Exit Activity | Asset Impairment | Total | Exit Activity | Asset Impairment | Total | ||||||||||||||||||||||||||||||
| Residential | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Agtech | ( | ||||||||||||||||||||||||||||||||||
| Infrastructure | |||||||||||||||||||||||||||||||||||
| Corporate | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
The following table provides a summary of where the exit activity costs and asset impairments were recorded in the consolidated statements of operations (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Cost of sales | $ | $ | $ | $ | |||||||||||||||||||
| Selling, general, and administrative expense | |||||||||||||||||||||||
| Total exit activity and asset impairment charges | $ | $ | $ | $ | |||||||||||||||||||
The following table reconciles the beginning and ending liability for exit activity costs recorded in current accrued expenses on the consolidated balance sheets relating to the Company’s restructuring efforts (in thousands):
| 2026 | 2025 | ||||||||||
| Balance at January 1 | $ | $ | |||||||||
| Exit activity costs recognized | |||||||||||
| Cash payments | ( | ( | |||||||||
| Balance at September 30 | $ | $ | |||||||||
(10) INCOME TAXES
The following table summarizes the provision for income taxes for continuing operations and the applicable effective tax rates:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Provision for income taxes (in thousands) | $ | $ | $ | $ | |||||||||||||||||||
| Effective tax rate | % | % | % | % | |||||||||||||||||||
The effective tax rate for the three and nine months ended September 30, 2026 was greater than the U.S. federal statutory rate of 21% due to state taxes and nondeductible permanent differences partially offset by benefits related to tax credit generation or utilization.
The effective tax rate for the three months ended September 30, 2025 was less than the U.S. federal statutory rate of 21% due to favorable discrete items related to an excess tax benefit on stock-based compensation and the benefit of purchased tax credits that will be carried back to prior tax years.
The effective tax rate for the nine months ended September 30, 2025 was greater than the U.S. federal statutory rate of 21% due to state taxes and nondeductible permanent differences partially offset by the discrete items previously noted.
19
(11) EARNINGS PER SHARE
Weighted average shares outstanding for basic and diluted earnings were as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Basic weighted average shares outstanding | |||||||||||||||||||||||
| Dilutive effect of common stock options and stock units | |||||||||||||||||||||||
| Dilutive weighted average shares outstanding | |||||||||||||||||||||||
The following table provides the potential anti-dilutive common stock units not included in the diluted weighted average shares calculations (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Common stock units | |||||||||||||||||||||||
(12) SEGMENT INFORMATION
The Company has three reportable segments: Residential, Agtech, and Infrastructure. The Company's reportable segments are each managed separately because they design, engineer, manufacture, and where applicable install, distinct products with different production processes.
•Residential consists of operating segments that sell the following products and services to major retail home centers, building material wholesalers, building product distributors, roofing distributors, residential contractors, property management companies, manufactured housing dealers, postal services distributors and providers, and online direct to end consumers: roofing accessories, metal roofing products and services, rain dispersion products, roof and foundation ventilation products, single point and centralized mail and package solutions, outdoor living space products (sun-shading), and other construction accessories.
•Agtech consists of operating segments that sell the following products and services to large-scale indoor commercial growers of fruits and vegetables, plants and flowers, and agricultural research and development facilities, as well as convenience store, travel centers, food retailers, and quick-serve restaurants: design, manufacture and build controlled environment agriculture structures, custom greenhouses and structural canopies.
•Infrastructure consists of an operating segment that sells the following products to commercial and transportation contractors and fabricators: expansion joints, structural bearings, rubber pre-formed seals and other sealants, elastomeric concrete, and bridge cable protection systems.
The accounting policies of the Company's segments are the same as those described in Note 1 "Summary of Significant Accounting Policies" included in the Company's annual report on Form 10-K for the year ended December 31, 2025. The following tables illustrate certain measurements used by management to assess the performance of the segments described above (in thousands):
| Three Months Ended September 30, 2026 | |||||||||||||||||||||||
| Residential | Agtech | Infrastructure | Total | ||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Less (1): | |||||||||||||||||||||||
| Operating expenses (2) | |||||||||||||||||||||||
| Segment profit | |||||||||||||||||||||||
| Reconciliation of segment profit | |||||||||||||||||||||||
| Unallocated corporate expenses | ( | ||||||||||||||||||||||
| Interest expense, net | ( | ||||||||||||||||||||||
| Other income, net | |||||||||||||||||||||||
| Income before taxes from continuing operations | $ | ||||||||||||||||||||||
20
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||
| Residential | Agtech | Infrastructure | Total | ||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Less (1): | |||||||||||||||||||||||
| Operating expenses (2) | |||||||||||||||||||||||
| Segment profit | |||||||||||||||||||||||
| Reconciliation of segment profit | |||||||||||||||||||||||
| Unallocated corporate expenses | ( | ||||||||||||||||||||||
| Interest expense, net | ( | ||||||||||||||||||||||
| Other income, net | |||||||||||||||||||||||
| Income before taxes from continuing operations | $ | ||||||||||||||||||||||
| Nine Months Ended September 30, 2026 | |||||||||||||||||||||||
| Residential | Agtech | Infrastructure | Total | ||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Less (1): | |||||||||||||||||||||||
| Operating expenses (2) | |||||||||||||||||||||||
| Segment profit | |||||||||||||||||||||||
| Reconciliation of segment profit | |||||||||||||||||||||||
| Unallocated corporate expenses | ( | ||||||||||||||||||||||
| Interest expense, net | ( | ||||||||||||||||||||||
| Other income, net | |||||||||||||||||||||||
| Income before taxes from continuing operations | $ | ||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||
| Residential | Agtech | Infrastructure | Total | ||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Less (1): | |||||||||||||||||||||||
| Operating expenses (2) | |||||||||||||||||||||||
| Segment profit | |||||||||||||||||||||||
| Reconciliation of segment profit | |||||||||||||||||||||||
| Unallocated corporate expenses | ( | ||||||||||||||||||||||
| Interest income, net | |||||||||||||||||||||||
| Other income, net | |||||||||||||||||||||||
| Income before taxes from continuing operations | $ | ||||||||||||||||||||||
Footnotes:
(1)The significant expense category and amounts align with the segment-level information that is regularly provided to the CODM.
(2)Operating expenses for each reportable segment includes inventory and manufacturing expenses, employee compensation, depreciation and amortization, freight services, other costs of sales expenses, and other selling, general and administrative expenses.
21
The following table presents the reported segments' and unallocated corporate reported depreciation and amortization (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Residential | $ | $ | $ | $ | |||||||||||||||||||
| Agtech | |||||||||||||||||||||||
| Infrastructure | |||||||||||||||||||||||
| Unallocated corporate expenses | |||||||||||||||||||||||
| Total depreciation and amortization | $ | $ | $ | $ | |||||||||||||||||||
The following table presents the assets of the reported segments, unallocated corporate assets and assets of discontinued operations as of (in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||
| Residential | $ | $ | |||||||||
| Agtech | |||||||||||
| Infrastructure | |||||||||||
| Unallocated corporate assets | |||||||||||
| Assets of discontinued operations | |||||||||||
| Total assets | $ | $ | |||||||||
The following presents disaggregated revenue by timing of transfer of control to customers by reported segment (in thousands):
| Three Months Ended September 30, 2026 | |||||||||||||||||||||||
| Residential | Agtech | Infrastructure | Total | ||||||||||||||||||||
| Point in Time | $ | $ | $ | $ | |||||||||||||||||||
| Over Time | |||||||||||||||||||||||
| Total net sales | $ | $ | $ | $ | |||||||||||||||||||
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||
| Residential | Agtech | Infrastructure | Total | ||||||||||||||||||||
| Point in Time | $ | $ | $ | $ | |||||||||||||||||||
| Over Time | |||||||||||||||||||||||
| Total net sales | $ | $ | $ | $ | |||||||||||||||||||
| Nine Months Ended September 30, 2026 | |||||||||||||||||||||||
| Residential | Agtech | Infrastructure | Total | ||||||||||||||||||||
| Point in Time | $ | $ | $ | $ | |||||||||||||||||||
| Over Time | |||||||||||||||||||||||
| Total net sales | $ | $ | $ | $ | |||||||||||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||
| Residential | Agtech | Infrastructure | Total | ||||||||||||||||||||
| Point in Time | $ | $ | $ | $ | |||||||||||||||||||
| Over Time | |||||||||||||||||||||||
| Total net sales | $ | $ | $ | $ | |||||||||||||||||||
22
(13) DISCONTINUED OPERATIONS
In June 2025, the Company committed to a plan to sell its Renewables business, which represents a strategic shift in operations. The decision was driven by a change in the Company's strategy to focus its asset portfolio and resources on its Residential, Agtech and Infrastructure segments. The Renewables business was classified as held for sale as of June 30, 2025, and met the criteria for discontinued operations. On February 20, 2026, the Company completed the sale of certain assets related to the Renewables business to a third-party, and on July 15, 2026, the Company completed the sale of the remaining portion of the Renewables business to a third-party, both transactions described below respectively. The Renewables business was previously reported under the Renewables segment in accordance with ASC Subtopic 280.
The following table presents the carrying amounts and a reconciliation of the major classes of assets and liabilities included in discontinued operations related to the Renewables business, which have been segregated from the Company's continuing operations and are reported as assets and liabilities of discontinued operations held for sale, respectively, in the consolidated balance sheets at (in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||
| Assets of the discontinued operations: | |||||||||||
| Trade receivables, net | $ | $ | |||||||||
| Costs in excess of billings, net | |||||||||||
| Inventories, net | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Property, plant, and equipment, net | |||||||||||
| Operating lease assets | |||||||||||
| Goodwill | |||||||||||
| Acquired intangibles | |||||||||||
| Impairment and remeasurement adjustments | ( | ||||||||||
| Total assets classified as discontinued operations (1) | $ | $ | |||||||||
| Liabilities of the discontinued operations: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses | |||||||||||
| Billings in excess of costs | |||||||||||
| Non-current operating lease liabilities | |||||||||||
| Total liabilities classified as discontinued operations (1) | $ | $ | |||||||||
(1) Total held for sale assets and liabilities of the discontinued operations are classified as current on the December 31, 2025 consolidated balance sheets as the Company remained committed to the sale plan and continued to meet the criteria for discontinued operations. The sale was completed subsequent to July 15, 2026 as further described below.
The following table is the components of the loss before taxes from discontinued operations (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Remeasurement adjustment and impairment | |||||||||||||||||||||||
| Other expenses (income), net | ( | ||||||||||||||||||||||
| Loss before taxes from discontinued operations | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
23
During the three and nine months ended September 30, 2026, the Renewables business remained classified as held for sale and as a discontinued operation until the sale of the remaining portion of the Renewables business was completed on July 15, 2026. Accordingly, at the March 31, 2026 and June 30, 2026 interim reporting dates, the Company performed fair value less cost to sell analyses and concluded that its carrying amount exceeded fair value less costs to sell. As a result, the Company recorded remeasurement adjustments before income taxes totaling $67.4 million, which is included in the loss before taxes from discontinued operations on the consolidated statements of operations for the nine months ended September 30, 2026. Upon classifying the Renewables business as held for sale and as a discontinued operation at June 30, 2025, the Company conducted a fair value measurement analysis and determined that the Renewables business' fair value less cost to sell was greater that its carrying amount. Subsequently, the Company determined that the fair value of the Renewables business as of the quarter ended September 30, 2025 had declined due to various headwinds in the renewables sector and other geopolitical factors, resulting in lower credible purchase offers received from market participants during the quarter. As such, the carrying amount was written down to its fair value less the costs to sell as of September 30, 2025 resulting in the recognition of an impairment loss before income taxes of $162.7 million. This impairment loss is reflected in the consolidated statements of operations for the three and nine months ended September 30, 2025. The fair value measurement is categorized within Level 3 of the fair value hierarchy based on significant unobservable inputs in accordance with ASC Topic 820.
In April 2026, the Company entered into a settlement agreement to resolve certain disputed warranty claims related to the discontinued operation. The settlement amount of $25.0 million had been accrued and recognized in loss before taxes from discontinued operations in the consolidated statements of operations for the three months ended March 31, 2026. Accordingly, the related charge is reflected in loss before taxes from discontinued operations in the consolidated statements of operations for the nine months ended September 30, 2026. No additional charge related to this settlement was recognized during the three months ended September 30, 2026. The settlement was paid during the second quarter of 2026.
Disposition
On February 20, 2026, the Company sold certain assets within its Renewables business pertaining to its electrical balance of systems products. The sale of these assets generated net proceeds of $74.9 million in cash, subject to working capital and other customary post-closing adjustments, and resulted in a pre-tax net gain of $17.2 million presented within loss before taxes from discontinued operations in the consolidated statements of operations.
On July 15, 2026, the Company sold assets related to its Renewables racking and foundations business. The sale of these assets generated net proceeds of $1.6 million in cash, subject to customary post-closing adjustments, and resulted in a pre-tax net loss of $1.8 million presented in loss before taxes from discontinued operations in the consolidated statements of operations. This sale completed the divestiture of the Company’s Renewables business, which was classified as held for sale and reported as discontinued operations in the Company's consolidated financial statements effective June 30, 2025.
(14) SUBSEQUENT EVENT
In October 2026, the Company committed to a plan to sell its Infrastructure business, which consists solely of The D.S. Brown Company (“DSB”) and represents a strategic shift in the Company's operations. The planned divestiture is consistent with the Company's ongoing portfolio optimization strategy to simplify its business and further sharpens its strategic focus and resource allocation on its Residential and Agtech segments.
On October 14, 2026, the Company entered into a Securities Purchase Agreement with GCP Applied Technologies Inc. ("GCP") for the sale of all of the issued and capital stock of DSB. Under the terms of the agreement, GCP has agreed to pay cash consideration of $208.0 million, subject to customary closing conditions and post-closing adjustments.
The Company's commitment to sell its Infrastructure business and execution of the related agreement occurred after September 30, 2026 and therefore represent a nonrecognized subsequent event. Accordingly, the Infrastructure business was not classified as held for sale or presented as discontinued operations under ASC 205-20 in the accompanying consolidated financial statements. Beginning in the fourth quarter of fiscal 2026, the Company expects to classify the Infrastructure business as held for sale and present the results of the Infrastructure business as discontinued operations, including recasting prior-period results to reflect the Infrastructure business as discontinued operations.
24
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Certain information set forth herein includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and, therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “anticipates,” “aspires,” “expects,” “estimates,” “seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, competition, strategies, margins, integration of acquired businesses, the industries in which we operate and the expected impact of evolving laws and regulation. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We believe that these risks and uncertainties include, but are not limited to, those described in the “Risk Factors” disclosures in our most recent Annual Report on Form 10-K. Although we base these forward-looking statements on assumptions that we believe are reasonable when made, we caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition, liquidity and the development of the industries in which we operate may differ materially from those made in or suggested by the forward-looking statements contained herein. In addition, even if our results of operations, financial condition, liquidity, and the development of the industries in which we operate are consistent with the forward-looking statements contained in this Quarterly Report on Form 10-Q, those results or developments may not be indicative of results or developments in subsequent periods. Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking statements that we make herein speak only as of the date of those statements, and we undertake no obligation to update those statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.
The Company uses certain operating performance measures, specifically consolidated gross margin, operating margin by segment and consolidated operating margin, to manage the Company's businesses, set operational goals, and establish performance targets for incentive compensation for the Company's employees. The Company defines consolidated gross margin as a percentage of total consolidated gross profit to total consolidated net sales. The Company defines operating margin by segment as a percentage of total income from operations by segment to total net sales by segment and consolidated operating margin as a percentage of total consolidated income from operations to total consolidated net sales. The Company believes consolidated gross margin, consolidated operating margin, and operating margin by segment may be useful to investors in evaluating the profitability of the Company's segments and the Company on a consolidated basis.
Overview
The Company is a leading manufacturer and provider of products and services serving customers primarily in the U.S. and Canada including home improvement retailers, wholesalers, distributors, contractors, institutional and commercial growers of fruits, vegetables, flowers and other plants. The Company currently operates and reports its results through three reporting segments: Residential, Agtech, and Infrastructure.
On October 14, 2026, the Company entered into an agreement to sell its Infrastructure business. The sale furthers the simplification of the Company's portfolio and sharpens its strategic focus and resource allocation on its Residential and Agtech segments.
On February 2, 2026, the Company acquired OmniMax, a leading U.S.- and Canada-based manufacturer and provider of residential roofing accessories and rainwater management systems. The acquisition of OmniMax furthers the Company's goal of helping innovate and reshape the markets in which it operates and provide better solutions for its customers and the channels it serves.
As of September 30, 2026, the Company's continuing operations operated in 53 facilities, comprised of 48 manufacturing facilities, strategically located across 23 states and Canada, and five offices. The Company's operational infrastructure provides the necessary scale to support local, regional, and national customers in each of the Company's markets.
25
Recent Trends
Impacts of Macroeconomic and Geopolitical Conditions on Our Business
The Company continues to monitor economic and macroeconomic and geopolitical conditions that may adversely affect its business, results of operations, and liquidity.
Economic and macroeconomic factors include changes in interest rates, changes to the residential new housing construction and repair markets in the United States, including consumer sentiment, increases in costs of fuel and raw materials, inflationary pressures, global economic uncertainty, change in foreign currency exchange rates, and evolving trade and tariff policies. Ongoing volatility impacts demand for the Company’s products, input costs and logistics expenses, resulting in variability in operating results.
Geopolitical instability in regions, including the ongoing conflict in the Middle East, have and may continue to increase energy and transportation costs, resulting in increased raw material and production costs. Changes in U.S. trade policy, including modifications to tariffs on certain steel and aluminum related products, may also increase costs or require changes to sourcing practices. The ultimate impact of these conditions remains uncertain and will depend on future developments and the duration and severity of these events.
Business Strategy
The Company's mission, to make life better for people and the planet, is fueled by advancing the disciplines of engineering, science, and technology.
The Company strives to create compounding and sustainable value for its stockholders and stakeholders by maintaining strong, relevant leadership positions in higher-growth profitable end markets while continuously innovating its products, services, and business processes to further optimize the important end markets it currently serves in the U.S. and Canada; residential and light commercial housing, infrastructure, and controlled environment agriculture growing and research. The foundation of the Company's strategy is built on three core pillars: Business System, Portfolio Management, and Organization Development.
•Business System reflects the necessary systems, processes, and management tools required to deliver consistent and continuous performance improvement, every day. The Company's business system is a critical enabler to grow, scale, and deliver its plans. The Company's focus is on deploying effective tools to drive growth, improve operating performance, and develop the organization utilizing 80/20 and lean quote-to-cash initiatives along with digital systems for speed, agility and responsiveness. The Business System pillar challenges existing operating paradigms, drives day-to-day performance, forces prioritization of resources, tests the Company's business models, and drives new product and services innovation.
•Portfolio Management is focused on optimizing the Company’s business portfolio in higher growth markets with leadership positions while ensuring its financial capital and human resources are effectively and efficiently deployed to deliver sustainable, profitable growth while increasing its relevance with customers and shaping its markets.
•Organization Development drives the Company’s continuous focus on ensuring it has the right design and structure to scale the organization in order to execute the Company’s plans and meet commitments. The Company's focus is on creating an environment for our people to have the best opportunity for success, continue to develop, grow and learn. At the core of this pillar is the Company’s development process focused on helping employees reach their potential, improve performance, develop career roadmaps, identify ongoing education requirements, and respective succession plans. The Company believes doing so helps it attract and retain the best people to execute its business plans.
The Company continues to transform itself to focus on providing solutions to some of today's most significant challenges—including living in safe and comfortable housing, growing food more sustainably, and improving the infrastructure across the U.S. and Canada.
The Company's strategy is to continue to broaden its presence and product portfolio with the addition of new products, while simultaneously investing in its customer relationships and its go-to-market infrastructure. The acquisition of OmniMax strengthens the Company's presence in its largest and highly profitable residential segment and represents a transformative strategic step intended to rapidly accelerate the Company's building products revenue growth. In addition, the Company's 2025 acquisition, Lane Supply within its Agtech segment, expands the Company's structures business to service complementary markets, such as fuel stations and convenience stores.
26
Acquisition of OmniMax
On February 2, 2026, Gibraltar completed the acquisition of OmniMax, a leading U.S.- and Canada-based manufacturer and provider of residential roofing accessories and rainwater management systems, for a purchase price of $1.335 billion in cash. The acquisition was pursuant to the terms and conditions of the Securities Purchase Agreement, among the Company, Barnsbury Estate LLC and Arundel Square Garden, LLC, dated November 16, 2025.
The Company believes that the addition of OmniMax's complementary brands, product portfolio and geographic footprint accelerates the Company's presence in its largest and most profitable business segment, creates a more optimal operating platform to serve customers and partner with suppliers, and opens new opportunities for growth with new and existing customers across the U.S. and Canada. OmniMax will be reported as part of the Company's Residential segment.
In connection with the acquisition of OmniMax, on February 2, 2026, the Company entered into a new credit agreement with Bank of America, N.A., as administrative agent and collateral agent, and other financial institutions from time to time party thereto. The Credit Agreement provides for (i) a senior secured revolving credit facility in an initial aggregate principal amount of up to $500 million, (ii) a senior secured term loan A facility in an initial aggregate principal amount of up to $650 million and (iii) a senior secured term loan B facility in an initial aggregate principal amount of up to $650 million. Borrowings under the Credit Agreement were used, together with cash on hand, to fund the acquisition of OmniMax, refinance certain existing indebtedness, and pay related fees and expenses. The Revolving Credit Facility may be used for working capital and other general corporate purposes. The Revolving Credit Facility and Term Loan A Facility mature on February 2, 2031, and the Term Loan B Facility matures on February 2, 2033. In connection with the entry into the Credit Agreement, on February 2, 2026, the Company terminated its existing credit agreement, dated as of December 8, 2022, and repaid all amounts outstanding thereunder.
Entry into Agreement to Sell Infrastructure Business
On October 14 2026, Gibraltar entered into a Securities Purchase Agreement with GCP Applied Technologies Inc. for the sale of all of the issued and capital stock of DSB. Under the terms of the agreement, GCP has agreed to pay cash consideration of $208 million, subject to customary closing conditions and post-closing adjustments. DSB is the sole business reported under the Company's Infrastructure segment.
The Company believes that the planned sale of DSB represents an important step in the continued simplification of its portfolio and further sharpens its strategic focus and resource allocation toward its Residential and Agtech segments. Subject to completion of the transaction, the Company currently expects the transaction to be highly tax-efficient, which is anticipated to maximize net proceeds available to support debt reduction and strengthen the Company's balance sheet. The transaction remains subject to customary closing conditions, and there can be no assurance that the transaction will be completed on the currently contemplated terms or timeframe.
Discontinued Operations
During 2026, the Company completed the divestiture of its Renewables business through two separate asset sales. On February 20, 2026, the Company sold certain assets related to its electrical balance of systems product for net cash proceeds of approximately $75 million, subject to working capital and other customary post-closing adjustments. The proceeds were applied toward debt reduction. On July 15, 2026, the Company sold the remaining Renewables business assets related to its racking and foundations operations for a purchase price of $5 million, subject to customary post-closing adjustments, completing the divestiture of the Renewables business.
The Company's Renewables business was classified as held for sale and reported as discontinued operations in the Company's financial statements as of June 30, 2025, driven by a decision to change the Company's strategy to focus its asset portfolio and resources on its Residential, Agtech and Infrastructure segments. Subsequent to classification as held for sale and as discontinued operations, the Company recognized a combined impairment loss and remeasurement adjustment in aggregate of approximately $243 million before income taxes. Unless otherwise indicated, all results and information presented exclude discontinued operations disclosures. See Note 13 to the Company's consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information on discontinued operations.
27
Results of Operations
Three Months Ended September 30, 2026 Compared to the Three Months Ended September 30, 2025
The following table sets forth selected results of operations data and percentage of net sales for the three months ended September 30, (in thousands):
| 2026 | 2025 | ||||||||||||||||||||||
| Net sales | $ | 479,570 | 100.0 | % | $ | 310,939 | 100.0 | % | |||||||||||||||
| Cost of sales | 364,522 | 76.0 | % | 228,193 | 73.4 | % | |||||||||||||||||
| Gross profit | 115,048 | 24.0 | % | 82,746 | 26.6 | % | |||||||||||||||||
| Selling, general, and administrative expense | 65,786 | 13.7 | % | 42,804 | 13.8 | % | |||||||||||||||||
| Income from operations | 49,262 | 10.3 | % | 39,942 | 12.8 | % | |||||||||||||||||
| Interest expense | 21,522 | 4.5 | % | 2 | 0.0 | % | |||||||||||||||||
| Other income | (2,721) | (0.6) | % | (1,989) | (0.7) | % | |||||||||||||||||
| Income before taxes | 30,461 | 6.4 | % | 41,929 | 13.5 | % | |||||||||||||||||
| Provision for income taxes | 9,835 | 2.1 | % | 8,724 | 2.8 | % | |||||||||||||||||
| Income from continuing operations | 20,626 | 4.3 | % | 33,205 | 10.7 | % | |||||||||||||||||
| Loss from discontinued operations | (8,914) | (1.9) | % | (122,267) | (39.3) | % | |||||||||||||||||
| Net income (loss) | $ | 11,712 | 2.4 | % | $ | (89,062) | (28.6) | % | |||||||||||||||
The following table sets forth the Company’s net sales by reportable segment for the three months ended September 30, (in thousands):
| Impact of | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Total Change | Acquisitions | Ongoing Operations | |||||||||||||||||||||||||||||||
| Net sales: | |||||||||||||||||||||||||||||||||||
| Residential | $ | 398,952 | $ | 230,286 | $ | 168,666 | $ | 161,616 | $ | 7,050 | |||||||||||||||||||||||||
| Agtech | 59,326 | 57,565 | 1,761 | — | 1,761 | ||||||||||||||||||||||||||||||
| Infrastructure | 21,292 | 23,088 | (1,796) | — | (1,796) | ||||||||||||||||||||||||||||||
| Consolidated | $ | 479,570 | $ | 310,939 | $ | 168,631 | $ | 161,616 | $ | 7,015 | |||||||||||||||||||||||||
Consolidated net sales increased by $168.6 million, or 54.2%, to $479.6 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The increase was driven by sales generated from acquisitions of $161.6 million, primarily the result of the current year acquisition of OmniMax. Organic growth of 2%, the result of price increases to align with rising commodity costs, also contributed to the increase in net sales.
Net sales in the Company's Residential segment increased $168.7 million, or 73.3%, to $399.0 million for the three months ended September 30, 2026 compared to $230.3 million for the three months ended September 30, 2025. The higher net sales was driven by sales generated from acquisitions of $161.6 million, primarily generated from the current year acquisition of OmniMax. Organic net sales increased 3%, driven by participation gains which more than offset a down market.
Net sales in the Company's Agtech segment increased 3.0%, or $1.8 million, to $59.3 million for the three months ended September 30, 2026 compared to $57.6 million for the three months ended September 30, 2025. The net sales increase was driven by growth in both the commercial and structures businesses. Backlog decreased 55% year over year.
Net sales in the Company's Infrastructure segment decreased $1.8 million, or 7.8%, to $21.3 million for the three months ended September 30, 2026 compared to $23.1 million for the three months ended September 30, 2025. Backlog increased 10% from the prior year.
28
The Company's consolidated gross margin decreased to 24.0% for the three months ended September 30, 2026 compared to 26.6% for the three months ended September 30, 2025. The decrease was driven by business and product line mix and the impact of ongoing integration activities.
Selling, general, and administrative ("SG&A") expense increased by $23.0 million, or 53.7%, to $65.8 million for the three months ended September 30, 2026 compared to $42.8 million for the three months ended September 30, 2025. The $23.0 million increase was primarily due to incremental SG&A expense incurred in connection with recent acquisitions along with higher acquisition-related expense as compared to the prior year quarter. SG&A expense as a percentage of net sales decreased to 13.7% for the three months ended September 30, 2026 compared to 13.8% for the three months ended September 30, 2025.
The following table sets forth the Company’s operating income and operating income as a percentage of net sales by reportable segment for the three months ended September 30, (in thousands):
| 2026 | 2025 | Total Change | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Residential | $ | 49,328 | 12.4 | % | $ | 40,432 | 17.6 | % | $ | 8,896 | |||||||||||||||||||||||||||||||||||||||||||
| Agtech | 5,152 | 8.7 | % | 3,178 | 5.5 | % | 1,974 | ||||||||||||||||||||||||||||||||||||||||||||||
| Infrastructure | 4,179 | 19.6 | % | 4,737 | 20.5 | % | (558) | ||||||||||||||||||||||||||||||||||||||||||||||
| Unallocated Corporate Expenses | (9,397) | (2.0) | % | (8,405) | (2.7) | % | (992) | ||||||||||||||||||||||||||||||||||||||||||||||
| Consolidated operating income | $ | 49,262 | 10.3 | % | $ | 39,942 | 12.8 | % | $ | 9,320 | |||||||||||||||||||||||||||||||||||||||||||
The Residential segment generated an operating margin of 12.4% in the current year quarter compared to 17.6% in the prior year quarter. Operating margin declined year over year, primarily as a result of business and product mix, integration actions and acquisition charges.
The Agtech segment generated an operating margin of 8.7% in the current year quarter compared to 5.5% in the prior year quarter. Operating margin increased year over year due to higher volumes, business mix and 80/20 operating initiatives.
The Infrastructure segment generated an operating margin of 19.6% during the three months ended September 30, 2026 compared to 20.5% during the three months ended September 30, 2025. The margin decline year over year was the result of lower volume and product mix.
Unallocated corporate expenses increased $1.0 million to $9.4 million during the three months ended September 30, 2026 from $8.4 million during the three months ended September 30, 2025. The increase was primarily the result of higher acquisition and portfolio management related expense as compared to the prior year quarter.
The Company recorded interest expense of $21.5 million for the three months ended September 30, 2026, primarily related to the new issuance of debt to fund the acquisition of OmniMax earlier in the year. Interest expense recorded by the Company during the three months ended September 30, 2025 was the result of maintenance fees associated with the revolving credit facility and was nearly offset by earnings on interest-bearing cash accounts.
The Company recorded other income of $2.7 million for the three months ended September 30, 2026, compared to other income of $2.0 million for the three months ended September 30, 2025.
The Company recognized a provision for income taxes of $9.8 million, with an effective tax rate of 32.3% for the three months ended September 30, 2026. The effective tax rate for the three months ended September 30, 2026 was greater than the U.S. federal statutory rate of 21% due to state taxes and nondeductible permanent differences partially offset by benefits related to tax credit generation or utilization. The Company recognized a provision for income taxes of $8.7 million, with an effective tax rate of 20.8% for the three months ended September 30, 2025. The effective tax rate for the three months ended September 30, 2025 was less than the U.S. federal statutory rate of 21% due to favorable discrete items related to an excess tax benefit on stock-based compensation and the benefit of purchased tax credits that will be carried back to prior tax years.
29
Nine Months Ended September 30, 2026 Compared to the Nine Months Ended September 30, 2025
The following table sets forth selected results of operations data and percentage of net sales for the nine months ended September 30 (in thousands):
| 2026 | 2025 | ||||||||||||||||||||||
| Net sales | $ | 1,345,404 | 100.0 | % | $ | 866,813 | 100.0 | % | |||||||||||||||
| Cost of sales | 1,019,408 | 75.8 | % | 626,379 | 72.3 | % | |||||||||||||||||
| Gross profit | 325,996 | 24.2 | % | 240,434 | 27.7 | % | |||||||||||||||||
| Selling, general, and administrative expense | 221,371 | 16.4 | % | 132,331 | 15.2 | % | |||||||||||||||||
| Income from operations | 104,625 | 7.8 | % | 108,103 | 12.5 | % | |||||||||||||||||
| Interest expense (income) | 55,511 | 4.2 | % | (1,281) | (0.2) | % | |||||||||||||||||
| Other income | (2,640) | (0.2) | % | (2,018) | (0.2) | % | |||||||||||||||||
| Income before taxes | 51,754 | 3.8 | % | 111,402 | 12.9 | % | |||||||||||||||||
| Provision for income taxes | 15,847 | 1.1 | % | 25,644 | 3.0 | % | |||||||||||||||||
| Income from continuing operations | 35,907 | 2.7 | % | 85,758 | 9.9 | % | |||||||||||||||||
| Loss from discontinued operations | (83,475) | (6.2) | % | (127,697) | (14.7) | % | |||||||||||||||||
| Net loss | $ | (47,568) | (3.5) | % | $ | (41,939) | (4.8) | % | |||||||||||||||
The following table sets forth the Company’s net sales by reportable segment for the nine months ended September 30, (in thousands):
| Impact of | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Total Change | Acquisitions | Ongoing Operations | |||||||||||||||||||||||||||||||
| Net sales: | |||||||||||||||||||||||||||||||||||
| Residential | $ | 1,106,239 | $ | 640,538 | $ | 465,701 | $ | 453,462 | $ | 12,239 | |||||||||||||||||||||||||
| Agtech | 173,788 | 156,697 | 17,091 | 11,775 | 5,316 | ||||||||||||||||||||||||||||||
| Infrastructure | 65,377 | 69,578 | (4,201) | — | (4,201) | ||||||||||||||||||||||||||||||
| Consolidated | $ | 1,345,404 | $ | 866,813 | $ | 478,591 | $ | 465,237 | $ | 13,354 | |||||||||||||||||||||||||
Consolidated net sales increased by $478.6 million, or 55.2%, to $1.3 billion for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The increase was driven by sales generated from acquisitions of $465.2 million, primarily the result of the Company's current year acquisition of OmniMax along with incremental sales generated from the Company's prior year acquisitions. Organic growth of 2%, the result of price increases to align with rising commodity costs, also contributed to the increase in net sales.
Net sales in the Company's Residential segment increased $465.7 million, or 72.7%, to $1.1 billion for the nine months ended September 30, 2026 compared to $640.5 million for the nine months ended September 30, 2025. The higher net sales was driven by sales generated from acquisitions of $453.5 million primarily generated from the current year acquisition of OmniMax, along with incremental sales generated by the prior year acquisitions of the three metal roofing manufacturers. Organic net sales increased 2%, the result of timing of price/cost adjustments and participation gains.
Net sales in the Company's Agtech segment increased 10.9%, or $17.1 million, to $173.8 million for the nine months ended September 30, 2026 compared to $156.7 million for the nine months ended September 30, 2025. The revenue increase was largely due to $11.8 million of incremental sales generated from the prior year acquisition of Lane Supply, along with an increase in organic sales, due to timing of projects. Backlog decreased 55% year over year in this segment.
Net sales in the Company's Infrastructure segment decreased $4.2 million, or 6.0%, to $65.4 million for the nine months ended September 30, 2026 compared to $69.6 million for the nine months ended September 30, 2025, impacted by timing of projects. Backlog increased 10% from the prior year.
The Company's consolidated gross margin decreased to 24.2% for the nine months ended September 30, 2026 compared to 27.7% for the nine months ended September 30, 2025. The decrease was driven by business and
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product line mix, unfavorable alignment of price/material cost, amortization of fair market value adjustments from business combinations and the impact of ongoing integration activities, partially offset by overall continued operational efficiencies along with 80/20 initiatives.
Selling, general, and administrative ("SG&A") expense increased by $89.0 million, or 67.3% to $221.4 million for the nine months ended September 30, 2026 compared to $132.3 million for the nine months ended September 30, 2025. The $89.0 million increase was primarily due to incremental SG&A expense incurred in connection with recent acquisitions, along with higher acquisition-related expense as compared to the prior year. SG&A expense as a percentage of net sales increased to 16.4% for the nine months ended September 30, 2026 compared to 15.2% for the nine months ended September 30, 2025.
The following table sets forth the Company’s operating income and operating income as a percentage of net sales by reportable segment for the nine months ended September 30, (in thousands):
| 2026 | 2025 | Total Change | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Residential | $ | 130,077 | 11.8 | % | $ | 115,303 | 18.0 | % | $ | 14,774 | |||||||||||||||||||||||||||||||||||||||||||
| Agtech | 14,386 | 8.3 | % | 6,069 | 3.9 | % | 8,317 | ||||||||||||||||||||||||||||||||||||||||||||||
| Infrastructure | 13,743 | 21.0 | % | 17,078 | 24.5 | % | (3,335) | ||||||||||||||||||||||||||||||||||||||||||||||
| Unallocated Corporate Expenses | (53,581) | (4.0) | % | (30,347) | (3.5) | % | (23,234) | ||||||||||||||||||||||||||||||||||||||||||||||
| Consolidated operating income | $ | 104,625 | 7.8 | % | $ | 108,103 | 12.5 | % | $ | (3,478) | |||||||||||||||||||||||||||||||||||||||||||
The Residential segment generated an operating margin of 11.8% in the current year compared to 18.0% in the prior year. Operating margin declined year over year, primarily as a result of price/cost alignment, early stage production inefficiencies and the timing of productivity and integration actions and acquisition charges, along with business and product mix during the current year.
The Agtech segment generated an operating margin of 8.3% in the current year compared to 3.9% in the prior year. Operating margin increased year over year due to higher organic volumes, business mix and 80/20 operating initiatives, along with prior year costs related to the acquisition of Lane Supply.
The Infrastructure segment generated an operating margin of 21.0% during the nine months ended September 30, 2026 compared to 24.5% during the nine months ended September 30, 2025. The margin decline year over year was the result of lower volume and product mix.
Unallocated corporate expenses increased $23.2 million to $53.6 million during the nine months ended September 30, 2026 from $30.3 million during the nine months ended September 30, 2025. The increase was primarily the result of higher acquisition and portfolio management related expense as compared to the prior year.
The Company recorded interest expense of $55.5 million during the nine months ended September 30, 2026 associated with the new issuance of debt to fund the acquisition of OmniMax. The Company recorded interest income of $1.3 million for the nine months ended September 30, 2025, the result of earnings on certain interest-bearing cash accounts.
The Company recorded other income of $2.6 million for the nine months ended September 30, 2026, compared to other income of $2.0 million for the nine months ended September 30, 2025.
The Company recognized a provision for income taxes of $15.8 million, with an effective tax rate of 30.6% for the nine months ended September 30, 2026. The effective tax rate for the nine months ended September 30, 2026 was greater than the U.S. federal statutory rate of 21% due to state taxes and nondeductible permanent differences partially offset by benefits related to tax credit generation or utilization. The Company recognized a provision for income taxes of $25.6 million, with an effective tax rate of 23.0% for the nine months ended September 30, 2025. The effective tax rate for the nine months ended September 30, 2025 was greater than the U.S. federal statutory rate of 21% due to state taxes and nondeductible permanent differences partially offset by benefits related to tax credit generation or utilization and favorable discrete items due to an excess tax benefit on stock-based compensation.
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Liquidity and Capital Resources
Sources of Liquidity
The Company has historically financed its working capital requirements, including capital expenditures and acquisitions, through a combination of available cash, cash flows from operations, and borrowings.. As disclosed above, on February 2, 2026, the Company entered into a new Credit Agreement that provides for a senior secured revolving credit facility with an initial aggregate commitment of $500 million and letters of credit in an aggregate amount of up to $100 million. The Revolving Credit Facility under the Credit Agreement matures on February 2, 2031.
The Company expects that its primary cash requirements over the next twelve months will include working capital, capital expenditures, and debt service requirements. The Company believes that cash flows from operations, together with available cash on hand and borrowing capacity under the Revolving Credit Facility—which had approximately $451.3 million of availability as of September 30, 2026—will be sufficient to meet these short-term liquidity requirements. The Company currently expects to continue generating positive operating cash flows during this period and does not anticipate needing to materially increase borrowings to fund its short-term obligations.
Beyond the next twelve months, the Company's liquidity needs will primarily consist of funding ongoing capital expenditures, debt service requirements, future debt maturities and potential strategic investments. The Company expects to meet these long-term obligations through a combination of cash flows generated from operations and continued access to its Revolving Credit Facility. The Company may also evaluate additional financing alternatives, as appropriate, to support its long-term growth initiatives or refinance upcoming maturities. Based on current projections and market conditions, the Company believes that its existing sources of liquidity will be adequate to satisfy its long-term cash requirements.
Historically the Company's international operations have generated cash flow from operations sufficient to fund their working capital needs and capital improvements. As of September 30, 2026 and December 31, 2025, the Company's international subsidiaries held $5.7 million and $4.4 million of cash, respectively.
As disclosed below and in Note 7 to the Company's consolidated financial statements in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q, the Company incurred significant indebtedness in connection with the acquisition of OmniMax. This level of indebtedness could have important consequences for the Company's business, including the risks described in Item 1A. "Risk Factors" - "Risks Related to the Company's Indebtedness" in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.
Uses of Cash / Cash Requirements
The Company's material short-term cash requirements primarily include accounts payable, certain employee and retiree benefit-related obligations, operating lease obligations, capital expenditures, and other purchase obligations originating in the normal course of business for inventory purchase orders and contractual service agreements.
Credit Agreement
To further support liquidity, and in connection with closing of the acquisition of OmniMax on February 2, 2026 (the "Closing Date"), the Company entered into a new Revolving Credit Facility, as described above, and new senior secured term loan facilities in an aggregate principal amount of $1.3 billion, consisting of the Term Loan A facility in an initial aggregate principal amount of $650 million and the Term Loan B facility in an initial aggregate principal amount of $650 million. Proceeds from the term loans, together with borrowings under the revolving credit facility and cash on hand, were used to fund the acquisition of OmniMax and pay related transaction fees and expenses.
The Revolving Credit Facility and the Term Loan A Facility will mature on the fifth anniversary of the Closing Date, and the Term Loan B Facility will mature on the seventh anniversary of the Closing Date. The Term Loan A Facility requires quarterly amortization payments of 2.50% per annum for the first two years, 5.00% per annum for the next two years and 7.50% per annum for the final year, in each case of the original principal amount thereof. The Term Loan B Facility requires quarterly amortization payments of 1.00% per annum of the original principal amount thereof. The Credit Agreement also requires mandatory prepayments in connection with certain asset sales and excess cash flow, subject to certain exceptions.
Borrowings under the senior secured credit facilities bear interest, at the Company’s option, at an annual rate equal to (a) adjusted term SOFR, defined in a customary manner or (b) the base rate plus in each case an applicable rate. For the Term Loan A Facility and the Revolving Credit Facility, the applicable rate under the Credit Agreement
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ranges from 1.375% to 2.25% for Term SOFR loans and 0.375% to 1.25% for Base Rate loans, in each case based on the Company’s consolidated first lien net leverage ratio. For the Term Loan B Facility, the applicable rate under the Credit Agreement ranges from 1.75% to 2.25% for Term SOFR loans and 0.75% to 1.25% for Base Rate loans, in each case based on the Company’s consolidated first lien net leverage ratio. Undrawn commitment fees under the Revolving Credit Facility range from 0.175% to 0.275% based on the Company’s consolidated net leverage ratio.
The Credit Agreement contains financial covenants requiring the Company to maintain a maximum consolidated total net leverage ratio of 5.25 to 1.00, which steps down to 4.25 to 1.00 over time, and a minimum interest coverage ratio of 3.00 to 1.00, in each case measured as of the last day of each fiscal quarter, with measurement to commence on the last day of the first full fiscal quarter after the Closing Date. The maximum consolidated total net leverage ratio may be increased at the Company’s option by 0.50 times in connection with certain qualifying material acquisitions.
The Credit Agreement contains certain affirmative and negative covenants that limit the ability of the Company, among other things and subject to certain significant exceptions, to incur debt or liens, make investments, enter into certain mergers, consolidations, asset sales and acquisitions, pay dividends and make other restricted payments and enter into transactions with affiliates. Additionally, the Credit Agreement contains certain events of default, including relating to a change of control. If an event of default occurs, the lenders under the Credit Agreement will be entitled to take various actions, including the acceleration of amounts due under the Credit Agreement.
Authorized Share Repurchase Program
In April 2025, the Company's Board of Directors authorized a share repurchase program of up to $200 million of the Company's issued and outstanding common stock. As of September 30, 2026, the Company has not purchased any shares under this authorized program.
The program is scheduled to expire on April 30, 2028. Repurchases may be made from time to time in amounts and at prices the Company deems appropriate, subject to certain restrictions under the Credit Agreement, market conditions, applicable legal requirements, debt covenants, and other considerations. Any such repurchases may be executed through open market purchases, privately negotiated agreements, or other transactions. The repurchase program may be suspended or discontinued at any time at the Company's discretion.
Cash Flows
The following table sets forth selected cash flow data for the nine months ended September 30, (in thousands):
| 2026 | 2025 | ||||||||||
| Net cash provided by (used in): | |||||||||||
| Operating activities of continuing operations | $ | 19,366 | $ | 105,380 | |||||||
| Investing activities of continuing operations | (1,352,184) | (247,279) | |||||||||
| Financing activities | 1,231,290 | (63,542) | |||||||||
| Discontinued operations | 20,993 | 25,153 | |||||||||
| Effect of foreign exchange rate changes | (1) | 211 | |||||||||
| Net decrease in cash and cash equivalents | $ | (80,536) | $ | (180,077) | |||||||
Operating Activities
Net cash provided by operating activities of continuing operations for the nine months ended September 30, 2026 of $19.4 million consisted of income from continuing operations of $35.9 million, non-cash net charges totaling $66.8 million, which include depreciation, amortization, stock-based compensation and other non-cash charges, and $83.3 million of cash invested in working capital and other net operating assets. The cash invested in working capital and other net operating assets was primarily the result of increases in accounts receivable and inventory, partially offset by increases in accounts payable, largely the result of seasonal demand and timing of vendor payments, as well as the settlement of the 2025 obligation to purchase transferrable energy--related investment tax credits.
Net cash provided by operating activities of continuing operations for the nine months ended September 30, 2025 of $105.4 million consisted of income from continuing operations of $85.8 million, non-cash net charges totaling $31.7 million, which include depreciation, amortization, stock-based compensation and other non-cash charges, and $12.1 million of cash invested in working capital and other net operating assets. The cash invested in working capital and
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other net operating assets was primarily the result of increases in accounts receivable and inventory, partially offset by increases in accounts payable, largely the result of seasonal demand.
Investing Activities
Net cash used in investing activities of continuing operations for the nine months ended September 30, 2026 of $1,352.2 million primarily reflected the acquisition of OmniMax for $1,337.6 million and a $2.1 million acquisition-payable payment related to one of the metal roofing businesses acquired in 2025, as well as capital expenditures of $15.5 million. These investments were partially offset by net proceeds of $2.9 million from sale of property and equipment and a receipt of the $0.1 million final working capital settlement received in connection with a metal roofing business acquired in 2025.
Net cash used in investing activities of continuing operations for the nine months ended September 30, 2025 was $247.3 million, primarily due to the acquisitions of Lane Supply and the three metal roofing related businesses of $210.4 million, and net capital expenditures of $37.2 million largely related to the purchases of two facilities. These investments were partially offset by a receipt of the $0.3 million final working capital settlement received in connection with the sale of the Company's electronic locker business within the Company's Residential segment in the fourth quarter of 2024.
Financing Activities
Net cash provided by financing activities totaled $1,231.3 million for the nine months ended September 30, 2026 primarily reflected $1,340.0 million of proceeds from long-term debt, which were used to fund the acquisition of OmniMax, refinance certain existing indebtedness, and pay related fees and expenses. These inflows were partially offset by $75.0 million of long-term debt repayments, $29.3 million of debt issuance cost payments, $3.9 million was used to repurchase common stock related to the net settlement of tax obligations for participants in the Company's equity incentive plans, and a $0.5 million excise tax payment related to the repurchase of common stock in 2025 under the Company's authorized share repurchase program.
Net cash used in financing activities totaled $63.5 million for the nine months ended September 30, 2025 primarily driven by common stock repurchases. The Company repurchased 914,679 shares for $60.0 million under the Company's prior authorized share repurchase program that ended May 2, 2025. An additional $3.7 million was used to repurchase common stock related to the net settlement of tax obligations for participants in the Company's equity incentive plans. These outflows were slightly offset by $0.2 million in proceeds from the issuance of common stock resulting from stock option exercises.
Critical Accounting Estimates
There have been no material changes to the Company's critical accounting estimates during the quarter ended September 30, 2026 from those disclosed in the consolidated financial statements and accompanying notes contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.
Recent Accounting Pronouncements
See Note 1 to the Company's consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information on recent accounting pronouncements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
In the ordinary course of business, the Company is exposed to various market risk factors, including changes in general economic conditions, competition, interest rates, foreign exchange rates, and raw materials pricing and availability. In addition, the Company is exposed to other financial market risks, primarily related to its foreign operations. In the current year, there have been no material changes in the information provided under Item 7A in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.
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Item 4. Controls and Procedures
(a)Evaluation of Disclosure Controls and Procedures
The Company maintains a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended). Management of the Company, under the supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered in this report. Based upon that evaluation and the definition of disclosure controls and procedures contained in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that as of the end of such period the Company’s disclosure controls and procedures were effective.
(b)Changes in Internal Control over Financial Reporting
The Company acquired OmniMax International, LLC on February 2, 2026. This acquisition will be excluded from management's annual report on internal control over financial reporting for the year ending December 31, 2026. There have been no changes in the Company’s internal control over financial reporting (as defined by Rule 13a-15(f) or 15d-15(f) under the Securities Exchange Act of 1934, as amended) that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
From time to time the Company has been and may in the future become involved in litigation, as well as other legal proceedings in the ordinary course of the Company's business. The Company maintains liability insurance against risks arising out of the normal course of business. While the outcome of these legal proceedings cannot be predicted with certainty, the Company's management, based on currently available facts, does not believe that the ultimate outcome of any pending litigation will have a material effect on the Company's consolidated financial condition, results of operations, or liquidity.
There were no material legal proceeding terminated, settled, or otherwise resolved during the quarter ended September 30, 2026.
Item 1A. Risk Factors
In addition to the other information set forth in this report, you should carefully consider the risks discussed in “Part I, Item 1A. Risk Factors” in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and in our Form 10-Q for the quarterly report ended June 30, 2026, respectively. These risks and uncertainties have the potential to materially affect the Company's business, financial condition, results of operation, cash flows, and future prospects. Additional risks and uncertainties not currently known to the Company or that the Company currently deems immaterial may materially adversely impact the Company's business, financial condition, or operating results. We believe there have been no material changes from the risk factors previously disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and Form 10Q for the quarterly period ended June 30, 2026, respectively.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
In April 2025, the Company's Board of Directors authorized a share repurchase program of up to $200 million of the Company's issued and outstanding common stock. The program has a duration of three years, ending April 30, 2028. Repurchases may be made, from time to time, in amounts and at prices the Company deems appropriate, subject to certain restrictions under the Credit Agreement, market conditions, applicable legal requirements, debt covenants and other considerations. Any such repurchases may be executed using open market purchases, privately negotiated agreements or other transactions. The repurchase program may be suspended or discontinued at any time at the Company's discretion.
The Company did not purchase shares during the quarter ended September 30, 2026 and the dollar value of shares that may yet be purchased under the authorized program is $200 million.
The Company did not sell unregistered equity securities during the period covered by this report.
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Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the quarter ended September 30, 2026, none of the Company's directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement”
Item 6. Exhibits
| Securities Purchase Agreement, by and among Gibraltar Industries, Inc., Arundel Square Garden LLC and Barnsbury Estate LLC, dated as of November 16, 2025 (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed November 17, 2025) (1) | ||||||||
Certificate of Incorporation of Gibraltar Industries, Inc., as amended by: (i) Certificate of Amendment of Certificate of Incorporation of Gibraltar Industries, Inc. filed on October 27, 2004, (ii) Certificate of Change of Registered Agent and Registered Office of Gibraltar Industries, Inc. filed on May 11, 2005, (iii) Certificate of Amendment of Certificate of Incorporation of Gibraltar Industries, Inc. filed on May 22, 2012, (iv) Certificate of Amendment of Certificate of Incorporation of Gibraltar Industries, Inc. filed on May 11, 2015, (v) Certificate of Change of Registered Agent and/or Registered Office filed on January 10, 2019, (vi) Certificate of Amendment of Certificate of Incorporation of Gibraltar Industries, Inc. filed on May 6, 2021 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed August 3, 2021), (vii) Certificate of Amendment to the Certificate of Incorporation of Gibraltar Industries, Inc. filed on May 3, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed May 8, 2023), and (viii) Certificate of Amendment of the Certificate of Incorporation of Gibraltar Industries, Inc. filed on May 1, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed May 1, 2025) | ||||||||
| Second Amended and Restated By-Laws of Gibraltar Industries, Inc., effective as of December 7, 2022 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K/A filed December 9, 2022) | ||||||||
| Securities Purchase Agreement dated October 14, 2026 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed October 15, 2026) (1) | ||||||||
31.1* | Certification of Chairman of the Board, President and Chief Executive Officer pursuant to Section 302 of the Sarbanes–Oxley Act of 2002. | |||||||
31.2* | Certification of Vice President and Chief Financial Officer pursuant to Section 302 of the Sarbanes–Oxley Act of 2002. | |||||||
32.1*^ | Certification of the Chairman of the Board, President and Chief Executive Officer pursuant to Title 18, United States Code, Section 1350, as adopted pursuant to Section 906 of the Sarbanes–Oxley Act of 2002. | |||||||
32.2*^ | Certification of the Vice President and Chief Financial Officer pursuant to Title 18, United States Code, Section 1350, as adopted pursuant to Section 906 of the Sarbanes–Oxley Act of 2002. | |||||||
| 101.INS* | Inline XBRL Instance Document | |||||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
36
| (1) | Schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission; provided, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules so furnished. | ||||
| * | Submitted electronically with this Quarterly Report on Form 10-Q. | ||||
| ^ | Documents are furnished not filed herewith. | ||||
37
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
GIBRALTAR INDUSTRIES, INC. | ||
| (Registrant) | ||
| /s/ William T. Bosway | ||
| William T. Bosway | ||
| Chairman of the Board, President and Chief Executive Officer | ||
| /s/ Joseph A. Lovechio | ||
| Joseph A. Lovechio | ||
| Vice President and Chief Financial Officer | ||
Date: November 5, 2026
38
EXHIBIT 31.1
CERTIFICATIONS
I, William T. Bosway, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Gibraltar Industries, Inc.;
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; and
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.
| Date: | November 5, 2026 | /s/ William T. Bosway | |||||||||
| William T. Bosway | |||||||||||
| Chairman of the Board, President and Chief Executive Officer | |||||||||||
EXHIBIT 31.2
CERTIFICATIONS
I, Joseph A. Lovechio, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Gibraltar Industries, Inc.;
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; and
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.
| Date: | November 5, 2026 | /s/ Joseph A. Lovechio | |||||||||
| Joseph A. Lovechio | |||||||||||
| Vice President and Chief Financial Officer | |||||||||||
EXHIBIT 32.1
CERTIFICATION OF CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
PURSUANT TO TITLE 18, UNITED STATES CODE, SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, William T. Bosway, Chairman of the Board, President and Chief Executive Officer, of Gibraltar Industries, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
The Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2026 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ William T. Bosway | ||
| William T. Bosway | ||
| Chairman of the Board, President and Chief Executive Officer | ||
| November 5, 2026 | ||
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT 32.2
CERTIFICATION OF VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
PURSUANT TO TITLE 18, UNITED STATES CODE, SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Joseph A. Lovechio, Vice President and Chief Financial Officer, of Gibraltar Industries, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
The Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2026 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Joseph A. Lovechio | ||
| Joseph A. Lovechio | ||
| Vice President and Chief Financial Officer | ||
| November 5, 2026 | ||
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.