GIBRALTAR INDUSTRIES, INC. 10-Q

Item 1. Financial Statements GIBRALTAR INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF INCOME (in thousands, except per share data) (unaudited) Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Net sales $ 309,517 $ 273,624 $ 555,874 $ 514,634 Cost of sales 221,682 190,296 398,186 359,219 Gross profit 87,835 83,328 157,688 155,415 Selling, general, and administrative expense 48,329 42,506 89,527 84,501 Operating income 39,506 40,822 68,161 70,914 Interest expense (income), net 354 ( 1,495 ) ( 1,283 ) ( 2,245 ) Other (income) expense, net ( 105 ) 186 ( 29 ) ( 166 ) Income before taxes from continuing operations 39,257 42,131 69,473 73,325 Provision for income taxes 9,819 11,147 16,920 19,387 Income from continuing operations 29,438 30,984 52,553 53,938 Discontinued operations: (Loss) income before taxes from discontinued operations ( 5,381 ) 1,486 ( 8,544 ) 3,799 (Benefit) provision for income taxes ( 1,947 ) 272 ( 3,114 ) 593 (Loss) income from discontinued operations ( 3,434 ) 1,214 ( 5,430 ) 3,206 Net income $ 26,004 $ 32,198 $ 47,123 $ 57,144 Net earnings per share – Basic: Income from continuing operations $ 0.99 $ 1.01 $ 1.75 $ 1.76 (Loss) income from discontinued operations ( 0.12 ) 0.04 ( 0.18 ) 0.11 Net income $ 0.87 $ 1.05 $ 1.57 $ 1.87 Weighted average shares outstanding – Basic 29,717 30,588 30,027 30,580 Net earnings per share – Diluted: Income from continuing operations $ 0.99 $ 1.01 $ 1.74 $ 1.75 (Loss) income from discontinued operations ( 0.12 ) 0.04 ( 0.18 ) 0.11 Net income $ 0.87 $ 1.05 $ 1.56 $ 1.86 Weighted average shares outstanding – Diluted 29,806 30,791 30,133 30,801 See accompanying notes to consolidated financial statements. 3 Table of Contents GIBRALTAR INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands) (unaudited) Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Net income $ 26,004 $ 32,198 $ 47,123 $ 57,144 Other comprehensive income (loss): Foreign currency translation adjustment 2,262 ( 418 ) 2,311 ( 1,382 ) Total comprehensive income $ 28,266 $ 31,780 $ 49,434 $ 55,762 See accompanying notes to consolidated financial statements. 4 Table of Contents GIBRALTAR INDUSTRIES, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except per share data) June 30, 2025 December 31, 2024 (unaudited) Assets Current assets: Cash and cash equivalents $ 43,291 $ 269,480 Trade receivables, net of allowance of $ 1,890 and $ 1,793 , respectively 163,572 114,898 Costs in excess of billings, net 22,000 18,817 Inventories, net 125,860 93,271 Prepaid expenses and other current assets 29,050 22,326 Assets of discontinued operations 369,736 132,540 Total current assets 753,509 651,332 Property, plant, and equipment, net 121,053 87,079 Operating lease assets 59,758 41,558 Goodwill 410,777 323,189 Acquired intangibles 135,754 55,420 Other assets 1,901 1,936 Non-current assets of discontinued operations — 258,896 $ 1,482,752 $ 1,419,410 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 119,333 $ 90,705 Accrued expenses 70,655 65,905 Billings in excess of costs 12,342 14,769 Liabilities of discontinued operations 93,948 83,483 Total current liabilities 296,278 254,862 Deferred income taxes 66,653 49,006 Non-current operating lease liabilities 50,562 33,391 Other non-current liabilities 28,079 24,734 Non-current liabilities of discontinued operations — 9,383 Stockholders’ equity: Preferred stock, $ 0.01 par value; authorized 10,000 shares; none outstanding — — Common stock, $ 0.01 par value; authorized 100,000 shares; 34,419 and 34,313 shares issued and outstanding, respectively 344 343 Additional paid-in capital 350,259 343,583 Retained earnings 922,974 875,851 Accumulated other comprehensive loss ( 3,015 ) ( 5,326 ) Treasury stock, at cost; 4,913 and 3,960 shares, respectively ( 229,382 ) ( 166,417 ) Total stockholders’ equity 1,041,180 1,048,034 $ 1,482,752 $ 1,419,410 See accompanying notes to consolidated financial statements. 5 Table of Contents GIBRALTAR INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited) Six Months Ended June 30, 2025 2024 Cash Flows from Operating Activities Net income $ 47,123 $ 57,144 (Loss) income from discontinued operations ( 5,430 ) 3,206 Income from continuing operations 52,553 53,938 Adjustments to reconcile income from continuing operations to net cash provided by operating activities: Depreciation and amortization 16,100 9,466 Stock compensation expense 6,237 5,909 Other, net 442 3,097 Changes in operating assets and liabilities net of effects from acquisitions: Trade receivables and costs in excess of billings ( 25,240 ) ( 30,913 ) Inventories ( 12,864 ) ( 8,145 ) Other current assets and other assets ( 6,168 ) 572 Accounts payable 18,281 46,719 Accrued expenses and other non-current liabilities ( 711 ) 9,768 Net cash provided by operating activities of continuing operations 48,630 90,411 Net cash provided by (used in) operating activities of discontinued operations 9,928 ( 758 ) Net cash provided by operating activities 58,558 89,653 Cash Flows from Investing Activities Acquisitions, net of cash acquired ( 192,946 ) — Purchases of property, plant, and equipment, net ( 28,960 ) ( 7,326 ) Net proceeds from sale of business 352 — Net cash used in investing activities of continuing operations ( 221,554 ) ( 7,326 ) Net cash used in investing activities of discontinued operations ( 974 ) ( 1,031 ) Net cash used in investing activities ( 222,528 ) ( 8,357 ) Cash Flows from Financing Activities Purchase of common stock at market prices ( 62,499 ) ( 1,447 ) Net cash used in financing activities ( 62,499 ) ( 1,447 ) Effect of exchange rate changes on cash 280 ( 173 ) Net (decrease) increase in cash and cash equivalents ( 226,189 ) 79,676 Cash and cash equivalents at beginning of year 269,480 99,426 Cash and cash equivalents at end of period $ 43,291 $ 179,102 See accompanying notes to consolidated financial statements. 6 Table of Contents 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 March 31, 2025 34,401 $ 344 $ 346,653 $ 896,970 $ ( 5,277 ) 4,911 $ ( 229,352 ) $ 1,009,338 Net income — — — 26,004 — — — 26,004 Foreign currency translation adjustment — — — — 2,262 — — 2,262 Stock compensation expense — — 3,606 — — — — 3,606 Net settlement of restricted stock units 5 — — — — 2 ( 105 ) ( 105 ) Awards of common stock 13 — — — — — — — Excise tax on repurchase of common stock — — — — — — 75 75 Balance at June 30, 2025 34,419 $ 344 $ 350,259 $ 922,974 $ ( 3,015 ) 4,913 $ ( 229,382 ) $ 1,041,180 Balance at March 31, 2024 34,266 $ 343 $ 335,259 $ 763,457 $ ( 3,078 ) 3,797 $ ( 155,796 ) $ 940,185 Net income — — — 32,198 — — — 32,198 Foreign currency translation adjustment — — — — ( 418 ) — — ( 418 ) Stock compensation expense — — 3,719 — — — — 3,719 Net settlement of restricted stock units 1 — — — — — ( 13 ) ( 13 ) Awards of common stock 7 — — — — — — — Balance at June 30, 2024 34,274 $ 343 $ 338,978 $ 795,655 $ ( 3,496 ) 3,797 $ ( 155,809 ) $ 975,671 See accompanying notes to consolidated financial statements. 7 Table of Contents 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, 2024 34,313 $ 343 $ 343,583 $ 875,851 $ ( 5,326 ) 3,960 $ ( 166,417 ) $ 1,048,034 Net income — — — 47,123 — — — 47,123 Foreign currency translation adjustment — — — — 2,311 — — 2,311 Stock compensation expense — — 6,677 — — — — 6,677 Net settlement of restricted stock units 93 1 ( 1 ) — — 38 ( 2,474 ) ( 2,474 ) Awards of common stock 13 — — — — — — — Excise tax on repurchase of common stock — — — — — — ( 491 ) ( 491 ) Common stock repurchased under stock repurchase program — — — — — 915 ( 60,000 ) ( 60,000 ) Balance at June 30, 2025 34,419 $ 344 $ 350,259 $ 922,974 $ ( 3,015 ) 4,913 $ ( 229,382 ) $ 1,041,180 Balance at December 31, 2023 34,219 $ 342 $ 332,621 $ 738,511 $ ( 2,114 ) 3,778 $ ( 154,362 ) $ 914,998 Net income — — — 57,144 — — — 57,144 Foreign currency translation adjustment — — — — ( 1,382 ) — — ( 1,382 ) Stock compensation expense — — 6,358 — — — — 6,358 Net settlement of restricted stock units 48 1 ( 1 ) — — 19 ( 1,447 ) ( 1,447 ) Awards of common stock 7 — — — — — — — Balance at June 30, 2024 34,274 $ 343 $ 338,978 $ 795,655 $ ( 3,496 ) 3,797 $ ( 155,809 ) $ 975,671 See accompanying notes to consolidated financial statements. 8 Table of Contents 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. 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, 2024. The consolidated balance sheet at December 31, 2024 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 income 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 Renewable 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. Recent Accounting Pronouncements The Company evaluated all recent Accounting Standard Updates, 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. 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, 2024. (2) TRADE RECEIVABLES, NET The following table provides a roll-forward of the allowance for credit losses for the six month period ended June 30, 2025 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, 2025 $ 1,793 Bad debt expense, net of recoveries 147 Accounts written off against allowance and other adjustments ( 50 ) Ending balance as of June 30, 2025 $ 1,890 (3) 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 environmental 9 Table of Contents agriculture, custom greenhouses and structural canopies; structural bearings, expansion joints, pavement sealant, elastomeric concrete and bridge cable protection systems. Refer to Note 12 "Segment Information" for disclosures related to disaggregation of revenue. As of June 30, 2025, 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 six months ended June 30, 2025 and 2024, 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 June 30, 2025 and December 31, 2024 was $ 0.8 million and $ 0.7 million, respectively. The Company recognized revenue of $ 12.6 million and $ 13.3 million during the six months ended June 30, 2025 and 2024, respectively, that was included in the contract liabilities balance of $ 15.4 million and $ 17.3 million at December 31, 2024 and 2023, respectively. (4) INVENTORIES, NET Inventories, net of reserves, consisted of the following (in thousands): June 30, 2025 December 31, 2024 Raw material $ 77,579 $ 48,019 Work-in-process 3,657 4,195 Finished goods 44,624 41,057 Total inventories, net $ 125,860 $ 93,271 Reserve for excess, obsolete and slow moving inventory as of June 30, 2025 and December 31, 2024 was $ 3.1 million and $ 3.0 million, respectively. (5) ACQUISITIONS During the quarter ended March 31, 2025, the Company acquired three businesses in separate transactions all of which were funded with cash on hand. One acquired business is included within the Company's Agtech segment and the other 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. 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 $ 90.2 million, which includes preliminary working capital adjustments and certain other adjustments provided for in the purchase agreements. 10 Table of Contents The purchase price for these acquisitions were preliminarily allocated to the assets acquired and liabilities assumed based upon their respective fair values estimated as of the date of acquisitions. 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 acquisitions. Goodwill recognized in these acquisitions are 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. Due to the timing of these acquisitions, we continue to gather information supporting the acquired assets and assumed liabilities. Accordingly, all amounts recorded are provisional. These provisional amounts are subject to change if new information is obtained concerning facts and circumstances that existed as of the acquisition dates that, if known, would have affected the measurement of the amounts recognized as of 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 acquisitions. The final values may also result in changes to depreciation and amortization expense related to certain assets such as property, plant and equipment and acquired intangible assets. For the acquisition of Lane Supply, the preliminary excess consideration was recorded as goodwill and approximated $ 38.3 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 2026. 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 $ 2,671 Working capital 20,481 Property, plant and equipment 6,707 Acquired intangible assets 67,100 Other assets 671 Other liabilities ( 17,951 ) Goodwill 38,300 Fair value of purchase consideration $ 117,979 The intangible assets acquired in this acquisition consisted of the following (in thousands): Fair Value Weighted-Average Amortization Period Trademarks $ 6,800 20 years Customer relationships 55,000 15 years Backlog 5,300 Less than 1 year Total $ 67,100 For the acquisition of the two metal roofing businesses, the preliminary excess consideration was recorded as goodwill and approximated $ 48.3 million, all of which is deductible for tax purposes. The final purchase price allocation will be completed no later than the first quarter of fiscal year 2026. 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 acquisitions (in thousands): 11 Table of Contents Cash $ 2,328 Working capital 10,740 Property, plant and equipment 4,918 Acquired intangible assets 22,340 Other assets 9,330 Other liabilities ( 7,815 ) Goodwill 48,327 Fair value of purchase consideration $ 90,168 The intangible assets acquired in these acquisitions consisted of the following (in thousands): Fair Value Weighted-Average Amortization Period Trademarks $ 3,870 5 - 11 years Customer relationships 18,470 9 - 10 years Total $ 22,340 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. Since the acquisition dates of Lane Supply and the two privately held businesses through June 30, 2025, these acquisitions contributed approximately $ 65.3 million in net sales to the Company's consolidated statements of income. The Company recognized costs related to recent acquisitions comprised of legal and consulting fees within selling, general, and administrative expense of $ 0.5 million and $ 3.1 million for the three and six months ended June 30, 2025, respectively. No acquisition costs were incurred in the three and six months ended June 30, 2024, respectively. Pro Forma Information (Unaudited) The results of Lane Supply (from January 1, 2025 through February 10, 2025) and the two privately held businesses (from January 1, 2025 and March 31, 2025) have not been included in the Company's consolidated statements of income as the Company acquired Lane Supply on February 11, 2025 and the two privately held businesses on March 31, 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 six months ended June 30, 2025 and 2024, assuming these acquisitions had been completed on January 1, 2024 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Net sales $ 309,517 $ 318,994 $ 578,937 $ 597,479 Operating income 42,151 43,612 74,899 73,765 These pro forma amounts have been compiled by adding the historical results of these businesses to the results of the Company after applying accounting policies and pro forma adjustments primarily for amortization that would have been charged assuming the preliminary fair value adjustments to intangible assets had been applied from January 1, 2024. 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. 12 Table of Contents (6) GOODWILL AND RELATED INTANGIBLE ASSETS Goodwill The changes in the carrying amount of goodwill for the six months ended June 30, 2025 are as follows (in thousands): Residential Agtech Infrastructure Total Balance at December 31, 2024 $ 209,170 $ 82,341 $ 31,678 $ 323,189 Acquired goodwill 48,327 38,300 — 86,627 Foreign currency translation — 961 — 961 Balance at June 30, 2025 $ 257,497 $ 121,602 $ 31,678 $ 410,777 Goodwill is recognized net of accumulated impairment losses of $ 133.2 million as of June 30, 2025 and December 31, 2024. 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 June 30, 2025 which would require an interim impairment test to be performed. Acquired Intangible Assets Acquired intangible assets consisted of the following (in thousands): June 30, 2025 December 31, 2024 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Indefinite-lived intangible assets: Trademarks $ 19,570 $ — $ 19,570 $ — Finite-lived intangible assets: Backlog 5,300 4,069 — — Trademarks 12,920 1,852 2,250 1,473 Unpatented technology 26,711 21,922 26,569 20,919 Customer relationships 124,265 25,194 50,650 21,302 Non-compete agreements 500 475 709 634 169,696 53,512 80,178 44,328 Total acquired intangible assets $ 189,266 $ 53,512 $ 99,748 $ 44,328 The following table summarizes the acquired intangible asset amortization expense (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Amortization expense $ 5,697 $ 1,560 $ 9,118 $ 3,198 Amortization expense related to acquired intangible assets for the remainder of fiscal 2025 and the next five years thereafter is estimated as follows (in thousands): 2025 2026 2027 2028 2029 2030 Amortization expense $ 7,499 $ 11,559 $ 10,971 $ 10,730 $ 10,668 $ 9,508 13 Table of Contents (7) LONG-TERM DEBT The Company had no outstanding debt as of June 30, 2025 and December 31, 2024. Revolving Credit Facility On December 8, 2022, the Company entered into a Credit Agreement (the "Credit Agreement") which provides for a revolving credit facility and letters of credit in an aggregate amount equal to $ 400 million. The following table sets forth the Company's availability on the revolving credit facility as of (in thousands): June 30, 2025 December 31, 2024 Total revolving credit facility $ 400,000 $ 400,000 Less: standby letters of credit issued to third parties ( 5,054 ) ( 4,931 ) Availability on revolving credit facility $ 394,946 $ 395,069 The Company can request 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 Credit Agreement. The Credit Agreement contains two financial covenants. As of June 30, 2025, the Company was in compliance with all financial covenants. The Credit Agreement terminates on December 8, 2027. Borrowings under the Credit Agreement bear interest, at the Company’s 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 currency rate, in each case subject to a 0 % floor. The Credit Agreement includes an applicable margin which ranges from 0.125 % to 1.00 % for base rate loans and from 1.125 % to 2.00 % for SOFR and alternative currency loans based on the Company’s Total Net Leverage Ratio, as defined in the Credit Agreement. In addition, the Credit Agreement is subject to an annual commitment fee, payable quarterly, which ranges between 0.20 % and 0.25 % of the daily average undrawn balance of the revolving credit facility based on the Company’s Total Net Leverage Ratio. Borrowings under the Credit Agreement are secured by the trade receivables, inventory, personal property, equipment, and general intangibles of the Company’s significant domestic subsidiaries. Capital distributions are subject to certain Total Net Leverage Ratio requirements and capped by an annual aggregate limit under the Credit Agreement. (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 during the six months ended June 30, along with the weighted-average grant-date fair value of each award: 2025 2024 Awards Number of Awards Weighted- Average Grant-Date Fair Value Number of Awards Weighted- Average Grant-Date Fair Value Performance stock units (1) (2) 137,940 $ 61.98 58,582 $ 77.70 Restricted stock units 57,119 $ 64.20 33,846 $ 77.95 Deferred stock units 2,172 $ 52.95 3,340 $ 68.86 Common shares 13,032 $ 52.95 6,680 $ 68.86 14 Table of Contents (1) The Company’s performance stock units (“PSUs”) represent shares granted for which the final number of shares earned depends on financial performance. (2) The PSUs granted in 2024, based on the Company's return on invested capital ("ROIC") for the performance period ended December 31, 2024, earned 45.0 % of the targeted PSUs awarded. Therefore, 26,363 units will convert to shares and be issued in 2027. 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 June 30, 2025 were $ 22.9 million, of which $ 4.3 million was included in current accrued expenses and $ 18.6 million was included in non-current liabilities. Total MSPP liabilities recorded on the consolidated balance sheet as of December 31, 2024 were $ 23.7 million, of which $ 3.2 million was included in current accrued expenses and $ 20.5 million was included in non-current liabilities. The value of the restricted stock units within the MSPP liabilities was $ 16.8 million and $ 18.1 million at June 30, 2025 and December 31, 2024, 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: Six Months Ended June 30, 2025 2024 Restricted stock units credited 19,414 41,435 MSPP liabilities paid (in thousands) $ 1,928 $ 2,053 (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 outsourcing or discontinuing low-volume, low margin products, selling or exiting less profitable businesses or product lines, or reorganizing the Company's manufacturing footprint. 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 six months ended June 30, 2025 . 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 June 30, 2025 2024 Exit Activity Asset Impairment Total Exit Activity Asset Impairment Total Residential $ 1,218 $ — $ 1,218 $ 145 $ — $ 145 Agtech 207 157 364 11 — 11 Infrastructure — — — — — — Corporate — — — 4 — 4 Total $ 1,425 $ 157 $ 1,582 $ 160 $ — $ 160 15 Table of Contents Six Months Ended June 30, 2025 2024 Exit Activity Asset Impairment Total Exit Activity Asset Impairment Total Residential $ 2,355 $ — $ 2,355 $ 145 $ ( 72 ) $ 73 Agtech 275 157 432 149 — 149 Infrastructure — — — — — — Corporate 31 — 31 4 — 4 Total $ 2,661 $ 157 $ 2,818 $ 298 $ ( 72 ) $ 226 The following table provides a summary of where the exit activity costs and asset impairments were recorded in the consolidated statements of income (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Cost of sales $ 346 $ 11 $ 580 $ ( 61 ) Selling, general, and administrative expense 1,236 149 2,238 287 Total exit activity and asset impairment charges $ 1,582 $ 160 $ 2,818 $ 226 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): 2025 2024 Balance at January 1 $ 121 $ 23 Exit activity costs recognized 2,661 298 Cash payments ( 2,256 ) ( 176 ) Balance at June 30 $ 526 $ 145 (10) INCOME TAXES The following table summarizes the provision for income taxes for continuing operations and the applicable effective tax rates: Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Provision for income taxes (in thousands) $ 9,819 $ 11,147 $ 16,920 $ 19,387 Effective tax rate 25.0 % 26.5 % 24.4 % 26.4 % The effective tax rate for the three and six months ended June 30, 2025 and 2024, respectively, was greater than the U.S. federal statutory rate of 21 % due to state taxes and nondeductible permanent differences partially offset by favorable discrete items due to an excess tax benefit on stock-based compensation. (11) EARNINGS PER SHARE Weighted average shares outstanding for basic and diluted earnings were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Basic weighted average shares outstanding 29,717 30,588 30,027 30,580 Dilutive effect of common stock options and stock units 89 203 106 221 Dilutive weighted average shares outstanding 29,806 30,791 30,133 30,801 16 Table of Contents 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 June 30, Six Months Ended June 30, 2025 2024 2025 2024 Common stock units 76 13 63 2 (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: 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 an operating segment that sells 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 environmental agriculture, 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, 2024. The following tables illustrate certain measurements used by management to assess the performance of the segments described above (in thousands): Three Months Ended June 30, 2025 Residential Agtech Infrastructure Total Net sales $ 230,258 $ 54,092 $ 25,167 $ 309,517 Less (1): Operating expenses (2) 186,647 54,586 18,084 259,317 Segment profit (loss) 43,611 ( 494 ) 7,083 50,200 Reconciliation of segment profit Unallocated corporate expenses ( 10,694 ) Interest expense, net ( 354 ) Other income, net 105 Income before taxes from continuing operations $ 39,257 17 Table of Contents Three Months Ended June 30, 2024 Residential Agtech Infrastructure Total Net sales $ 214,316 $ 34,508 $ 24,800 $ 273,624 Less (1): Operating expenses (2) 171,003 32,226 18,585 221,814 Segment profit 43,313 2,282 6,215 51,810 Reconciliation of segment profit Unallocated corporate expenses ( 10,988 ) Interest income, net 1,495 Other expense, net ( 186 ) Income before taxes from continuing operations $ 42,131 Six Months Ended June 30, 2025 Residential Agtech Infrastructure Total Net sales $ 410,252 $ 99,132 $ 46,490 $ 555,874 Less (1): Operating expenses (2) 335,381 96,241 34,149 465,771 Segment profit 74,871 2,891 12,341 90,103 Reconciliation of segment profit Unallocated corporate expenses ( 21,942 ) Interest income, net 1,283 Other income, net 29 Income before taxes from continuing operations $ 69,473 Six Months Ended June 30, 2024 Residential Agtech Infrastructure Total Net sales $ 399,427 $ 68,535 $ 46,672 $ 514,634 Less (1): Operating expenses (2) 321,768 63,645 35,561 420,974 Segment profit 77,659 4,890 11,111 93,660 Reconciliation of segment profit Unallocated corporate expenses ( 22,746 ) Interest income, net 2,245 Other income, net 166 Income before taxes from continuing operations $ 73,325 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. 18 Table of Contents The following table is the reported segment’s and unallocated corporate reported depreciation and amortization (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Residential $ 3,239 $ 2,507 $ 5,766 $ 5,098 Agtech 4,539 808 7,299 1,638 Infrastructure 699 747 1,400 1,492 Unallocated corporate expenses 817 641 1,635 1,238 Total depreciation and amortization $ 9,294 $ 4,703 $ 16,100 $ 9,466 The following table is the reported segment's and unallocated corporate assets as of (in thousands): June 30, 2025 December 31, 2024 Residential $ 665,811 $ 497,317 Agtech 298,960 156,941 Infrastructure 81,750 78,366 Unallocated corporate assets 66,495 295,350 Assets of discontinued operations 369,736 391,436 Total assets $ 1,482,752 $ 1,419,410 The following presents disaggregated revenue by timing of transfer of control to customers by reported segment (in thousands): Three Months Ended June 30, 2025 Residential Agtech Infrastructure Total Point in Time $ 230,258 $ 144 $ 11,674 $ 242,076 Over Time — 53,948 13,493 67,441 Total net sales $ 230,258 $ 54,092 $ 25,167 $ 309,517 Three Months Ended June 30, 2024 Residential Agtech Infrastructure Total Point in Time $ 212,524 $ 189 $ 10,839 $ 223,552 Over Time 1,792 34,319 13,961 50,072 Total net sales $ 214,316 $ 34,508 $ 24,800 $ 273,624 Six Months Ended June 30, 2025 Residential Agtech Infrastructure Total Point in Time $ 410,252 $ 420 $ 19,554 $ 430,226 Over Time — 98,712 26,936 125,648 Total net sales $ 410,252 $ 99,132 $ 46,490 $ 555,874 Six Months Ended June 30, 2024 Residential Agtech Infrastructure Total Point in Time $ 395,856 $ 2,528 $ 17,149 $ 415,533 Over Time 3,571 66,007 29,523 99,101 Total net sales $ 399,427 $ 68,535 $ 46,672 $ 514,634 19 Table of Contents (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 long-term 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. As of June 30, 2025, the Company has engaged a third-party financial advisor to assist in locating a buyer and the sale is expected to be completed with a third-party buyer within twelve months. The Renewables business was previously reported under the Renewables segment in accordance with ASC Subtopic 280. Upon classifying the Renewables business as held for sale and as a discontinued operation, 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. As a result, no related measurement adjustment was recognized in the consolidated statements of income for the three and six months ended June 30, 2025. The following table provides 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): June 30, 2025 December 31, 2024 Assets of the discontinued operations: Trade receivables, net $ 52,781 $ 54,452 Costs in excess of billings, net 13,093 15,753 Inventories, net 39,267 44,869 Prepaid expenses and other current assets 7,154 17,466 Total current assets 112,295 132,540 Property, plant, and equipment, net 21,448 22,741 Operating lease assets 5,460 3,463 Goodwill 184,230 184,230 Acquired intangibles 46,303 48,462 Total non-current assets 257,441 258,896 Total assets classified as discontinued operations (1) $ 369,736 $ 391,436 Liabilities of the discontinued operations: Accounts payable $ 22,380 $ 26,703 Accrued expenses 30,622 29,759 Billings in excess of costs 29,441 27,021 Total current liabilities 82,443 83,483 Deferred income taxes 7,649 7,649 Non-current operating lease liabilities 3,856 1,734 Total non-current liabilities 11,505 9,383 Total liabilities classified as discontinued operations (1) $ 93,948 $ 92,866 (1) Total held for sale assets and liabilities of the discontinued operations are classified as current on the June 30, 2025 consolidated balance sheet as it is probable that the sale will occur and proceeds will be collected within one year. 20 Table of Contents The following table is the components of the (loss) income from discontinued operations before taxes (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Net sales $ 53,588 $ 79,381 $ 97,246 $ 130,877 Operating expenses 58,969 77,895 105,790 127,078 (Loss) income before taxes $ ( 5,381 ) $ 1,486 $ ( 8,544 ) $ 3,799 (14) SUBSEQUENT EVENT On July 4, 2025, the U.S. enacted a budget reconciliation package known as the One Big Beautiful Bill Act of 2025 ("OBBBA"). Changes in tax laws may affect recorded deferred tax assets and deferred tax liabilities and the Company's effective tax rate in the future. The Company continues to evaluate the impacts that OBBBA may have on its Consolidated Financial Statements and currently, does not expect any material change to its ongoing tax rate as a result of this legislation. On July 31, 2025, the Company purchased substantially all of the assets of a privately held business within its Residential segment that primarily specializes in the manufacturing of metal roofing systems, for $ 16.0 million in an all cash transaction, subject to customary working capital and other adjustments, and for which the preliminary purchase price allocation has not yet been determined. 21 Table of Contents