Financial Analysis

"ACQUISITIONS AND DIVESTITURES 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. 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 preliminary purchase consideration of $92.9 million, which includes preliminary working capital adjustments and certain other adjustments …

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COMMITMENTS AND CONTINGENCIES The Company is a party to certain claims and legal actions generally incidental to its business. Management does not believe that the outcome of any claims, or other claims which are not clearly determinable at the present time, would result in a material adverse effect on the Company's financial condition or results of operations.

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The following presents disaggregated revenue by timing of transfer of control to customers by reported segment for the years ended December 31 (in thousands): 2025 Residential Agtech Infrastructure Total Point in Time $ 824,079 $ 1,392 $ 42,226 $ 867,697 Over Time 217,909 49,895 267,804 Total net sales $ 824,079 $ 219,301 $ 92,121 $ 1,135,501 2024 Residential Agtech Infrastructure Total Point in Time $ 775,541 $ 2,862 $ 34,393 $ 812,796 Over Time 6,978 149,949 53,636 210,563 Total net sales $ 782,519 $ 152,811 $ 88,029 $ 1,023,359 2023 Residential Agtech Infrastructure Total Point in Time $ 808,225 $ 4,920 $ 31,547 $ 844,692 Over Time 6,578 140,047 55,681 202,306 Total net sales $ 814,803 $ 144,967 $ 87,228 $ 1,046,998 …

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"EQUITY-BASED COMPENSATION The Company awards equity-based compensation to employees and non-employee directors, which is recognized in the consolidated statements of operations based on the grant-date fair value of the award. The Company uses the straight-line method for recording compensation expense over a vesting period generally up to four years with either graded or cliff vesting. Stock compensation expense recognized during the period is based on the value of the portion of equity-based awards that is ultimately expected to vest during the period reduced by the expense on unvested awards forfeited during the period. 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 (""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. At December 31, 2025, approxim …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

"FAIR VALUE MEASUREMENTS Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Depending on the nature of the asset or liability, various techniques and assumptions can be used to estimate fair value. A financial asset or liabilitys classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The fair value hierarchy is defined as follows: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs other than quoted prices in active markets for similar assets and liabilities. Level 3 - Inputs that are unobservable inputs for the asset or liability. The Company had no financial assets or liabilities measured at fair value on a recurring basis and did not have any financial instruments for which carrying value differed from its fair value at December 31, 2025 and 2024. As of December 31, 2025, the Company had no outstanding indebtedness on its revolving credit facility under the 2022 Credit Agreement. The Companys other financial instruments primarily consist of cash and cash equivalents, trade receivables, and accounts payable. The carrying values for these financial instruments approximate fair value. The Company did not have any other material assets or liabilities carried at fair value and measured on a recurring basis as of De …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

"GOODWILL AND INTANGIBLE ASSETS Goodwill The following table summarizes the goodwill attributable to the Company's reporting units for the periods presented (in thousands): Residential Agtech Infrastructure Total Balance at December 31, 2023 $ 213,576 $ 83,899 $ 31,678 $ 329,153 Other changes (1) (4,406) (1,558) (5,964) Balance at December 31, 2024 209,170 82,341 31,678 323,189 Acquired goodwill 52,577 38,281 90,858 Other changes (1) 985 985 Balance at December 31, 2025 $ 261,747 $ 121,607 $ 31,678 $ 415,032 (1) Other changes in the carrying amounts of goodwill includes adjustment to foreign currency translation in 2025 and 2024 within Agtech, and an adjustment to prior year acquisition and sale of business in 2024 within Residential. Goodwill is recognized net of accumulated impairment losses of $133.2 million as of December 31, 2025 and 2024. No goodwill impairment charges were recognized during the years ended December 31, 2025, 2024, and 2023. Annual and Interim Impairment Testing The Company tests goodwill and indefinite-lived intangible assets for impairment on an annual basis as of October 31 and at interim dates when indicators of impairment are present. In 2025, 2024, and 2023, no indicators of impairment were identified as of interim dates; therefore, no interim tests were performed. The Company conducted its annual goodwill impairment test for its six reporting units as of October 31, 2025. A qualitative analysis was conducted for all six reporting units. The quali …

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"INCOME TAXES The components of income before taxes from continuing operations consisted of the following for the years ended December 31 (in thousands): 2025 2024 2023 Domestic $ 126,226 $ 165,982 $ 124,484 Foreign 350 5,005 (844) Income before taxes from continuing operations $ 126,576 $ 170,987 $ 123,640 The provision for income taxes from continuing operations consisted of the following for the years ended December 31 (in thousands): 2025 2024 2023 Current: U.S. federal $ 24,930 $ 27,901 $ 16,300 State 6,055 7,155 4,739 Foreign 6 1,163 (416) Total current 30,991 36,219 20,623 Deferred: U.S. federal (1,499) (180) 9,007 State (457) (298) 2,417 Foreign (15) 202 200 Total deferred (1,971) (276) 11,624 Provision for income taxes $ 29,020 $ 35,943 $ 32,247 The provision for income taxes from continuing operations differs from the federal statutory rate of 21% due to the following for the years ended December 31 (in thousands, except for percentages): 2025 2024 2023 U.S. federal statutory tax rate $ 26,581 21.0 % $ 35,907 21.0 % $ 25,964 21.0 % State and local income taxes, net of federal income tax effect (1) 4,335 3.4 % 5,298 3.1 % 5,607 4.5 % Foreign tax effects (70) (0.1) % 319 0.2 % (40) % Effect of changes in tax laws or rates enacted in the current period % % % Effect of cross-border tax laws (52) % (91) (0.1) % (46) % Tax credits: Energy-related tax credits (2,356) (1.8) % (1,013) (0.6) % % Other tax credits (346) (0.3) % (683) (0.4) % (444) (0.4) % Change in valuation a …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

LEASES The Company's leases are classified as operating leases and consist of manufacturing facilities, offices, vehicles and equipment. Most of the Company's leases include one or more options to renew, with renewal terms that can extend the respective lease term from one month to fifteen years. The exercise of lease renewal options is at the Company's sole discretion. As of December 31, 2025 and 2024, the Company's renewal options are not part of the Company's operating lease assets and operating lease liabilities. Certain leases also include options to purchase at fair value the underlying leased asset at the Company's sole discretion. The components of lease costs were as follows for the years ended December 31 (in thousands): 2025 2024 2023 Operating lease cost $ 17,293 $ 14,344 $ 10,597 Short-term lease cost 279 326 807 Total lease cost $ 17,572 $ 14,670 $ 11,404 Information related to the Company's operating right-of-use assets and related operating lease liabilities were as follows for the years ended December 31 (in thousands): 2025 2024 2023 Cash paid for amounts included in the measurement of operating lease liabilities $ 14,256 $ 11,106 $ 9,063 Right-of-use assets obtained in exchange for new lease liabilities $ 28,410 $ 8,824 $ 26,921 Information related to the Company's lease terms and discount rates were as follows as of December 31: 2025 2024 Weighted-average remaining lease term - operating leases 6.2 years 6.1 years Weighted-average discount rate - operating …

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"DEBT The Company had no outstanding debt as of December 31, 2025 and 2024. 2022 Credit Agreement 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. Refer to Note 18 ""Subsequent Events"" for information regarding the termination of the 2022 Credit Agreement and the new credit agreement the Company entered into on February 2, 2026. The following table sets forth the Company's availability on the revolving credit facility as of December 31 (in thousands): 2025 2024 Total revolving credit facility $ 400,000 $ 400,000 Less: standby letters of credit issued to third parties (6,207) (4,931) Availability on revolving credit facility $ 393,793 $ 395,069 Prior to February 2, 2026, the Company could have requested additional financing to increase the revolving credit facility to $700 million or enter into a term loan of up to $300 million subject to conditions set forth in the 2022 Credit Agreement. The 2022 Credit Agreement contained two financial covenants. As of December 31, 2025, the Company was in compliance with all financial covenants. Borrowings under the 2022 Credit Agreement bore interest, at the Companys option, at a rate equal to the applicable margin plus (a) a base rate, (b) a daily simple secured overnight financing rate (""SOFR"") rate, (c) a term SOFR rate or (d) for certain foreign currencies, a foreign curre …

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"Recent Accounting Pronouncements The Company evaluated all recently issued Financial Accounting Standards Board (""FASB"") Accounting Standard Updates (""ASU""), including those that are currently effective in or after 2025, 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, with the exception of the following adopted and not yet adopted recent accounting principles: Standard Description Financial Statement Effect or Other Significant Matters Recent Accounting Pronouncements Adopted ASU No. 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures In December 2023, the FASB issued ASU No. 2023-09, which focuses on the rate reconciliation and income taxes paid. This ASU requires a public business entity to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. The Company adopted this ASU and applied its disclosures retrospectively. As a result, the Company has included the updated inc …

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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 and fixed asset write-downs during the years ended December 31, 2025, 2024 and 2023. The following table sets forth the exit activity costs (recoveries) and asset impairment charges (recoveries) incurred by segment related to the restructuring activities described above during the years ended December 31 (in thousands): 2025 2024 2023 Exit Activity Asset Impairment Total Exit Activity Asset Impairment Total Exit Activity Asset Impairment Total Residential $ 6,345 $ 689 $ 7,034 $ 678 $ (72) $ 606 $ 960 $ 3,851 $ 4,811 Agtech 958 295 1,253 477 477 718 718 Infrastructure Corporate 31 31 83 83 (32) (32) Total $ 7,334 $ 984 $ 8,318 $ 1,238 $ (72) $ 1,166 $ 1,646 $ 3,851 $ 5,497 The following table provides a summary of where the above exit activity costs and asset impairments are recorded in the consolidated statements of operations for the years ended December 31 (in thousands): 2025 2024 2023 Cost of sales $ 3,004 $ 153 $ 4,565 Selling, g …

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"REVENUE Sales includes revenue from contracts with customers for roof and foundation ventilation products, single point and centralized mail systems, trims, flashings, metal roofing, rain dispersion products and other accessories, retractable awnings and gutter guards; designing, engineering, manufacturing and installation of controlled environment agriculture structures, custom greenhouses and structural canopies; structural bearings, expansion joints, pavement sealant, elastomeric concrete and bridge cable protection systems. Refer to Note 16 ""Segment Information"" for disclosures related to disaggregation of revenue. Payment terms and conditions vary by contract, although terms generally include a requirement of payment within a range from 30 to 60 days, or in certain cases, up front deposits. In circumstances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined that the Company's contracts generally do not include a significant financing component. Taxes collected from customers, which are subsequently remitted to governmental authorities, are excluded from sales. As of December 31, 2025, the Company's remaining performance obligations are part of contracts that have an original expected duration of one year or less. Additionally, as of December 31, 2025 and 2024, there were no assets recognized related to incremental costs of obtaining a contract with a customer as the benefits of these costs are not expected to excee …

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"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: roof and foundation ventilation products, single point and centralized mail systems and package solutions, outdoor living space products (sun-shading), rain dispersion systems, metal roofing job site services, and other construction accessories. Agtech consists of operating segments that sell the following products and services to large-scale indoor commercial growers, agricultural research, 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 seal …

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"SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of Gibraltar Industries, Inc. and subsidiaries (the ""Company""). All intercompany accounts and transactions have been eliminated in consolidation. 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, which 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 17 ""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 statements 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. Reclassification The Company has presented ""Customer relationships, net"" as a separate lin …

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"SUBSEQUENT EVENTS 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, for $1.335 billion in an all cash transaction, subject to customary adjustments related to working capital, indebtedness, cash and transaction expenses, and for which the preliminary price allocation has not been determined, using a combination of cash on hand and proceeds from new indebtedness, as described below. OmniMax is a leading U.S.- and Canada-based manufacturer of residential roofing accessories and rainwater management systems, and will be reported as part of the Company's Residential segment. Debt 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. Letters of credit are available under the Credit Agreement in an aggregate amount of up to $100 million. Borrowings under the Credit Agreement, together with cash on …

SubsequentEventsTextBlock · excerpt; the full note is in the filing