What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-02-26 compared with 2025-02-19 · 451 added, 303 removed, 641 unchanged (54% of the section changed)

2 unchanged sentences

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Statements of Income for the Years Ended December 31, 202 4 , 202 3 , and 202 2

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 202 4 , 202 3 , and 202 2

Consolidated Statements of Operations for the Years Ended December 31, 202 5 , 202 4 , and 202 3

Consolidated Statements of Comprehensive (Los s) Income for the Years Ended December 31, 202 5 , 202 4 , and 202 3

Consolidated Balance Sheets as of December 31, 202 5 and 202 4

6 unchanged sentences

Property, Plant, and Equipment, Net

Acquisition s and Divesti ture s

Goodwill and Related Intangible Assets

Acquisitions and Divestitures

Goodwill and Intangible Assets

Accrued Expenses

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Segment Information

S ub seq uent Event

Discontinued O p erations

Subsequent Even ts

Report of Independent Registered Public Accounting Firm

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We have audited the accompanying consolidated balance sheets of Gibraltar Industries, Inc.

(the Company) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

(the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive (loss) income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S.

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The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition on Contracts

Description of the Matter During the year ended December 31, 2024, the amount of revenue recognized over time was $465 million.

As discussed in Note 1 to the consolidated financial statements, for contracts with customers with respect to which the Company satisfies a performance obligation over time, the Company recognizes revenue based on the extent of progress towards completion of the performance obligation using the cost-to-cost measure of progress.

Auditing management’s estimates to complete for certain components is especially subjective due to significant judgment required in estimating the remaining costs to complete.

Factors inherent in the estimation process include direct labor hours, direct material costs, and other direct costs.

Due to uncertainties attributed to such factors, a significant change in an estimate on one or more contracts could have a material effect on the Company’s results of operations.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls that address the risks of material misstatement relating to the measurement and valuation of the Company’s review of estimated costs to complete, including the determination of the underlying significant assumptions and the completeness and accuracy of the contracts reviewed.

For example, we tested controls over management’s quarterly review of the cost estimates, monthly review of open contracts and completed contracts, and review over the cost estimates used to develop initial cost estimates on projects.

To test the amount of revenue recognized from contracts, our audit procedures included, among others, assessing whether the performance obligations identified were appropriately recognized on an over time basis through inspection of the contract and inquiry from management regarding the nature and scope of work and testing the completeness and accuracy of the data underlying the determination of the amount of revenue recognized in the current period.

To assess the over time revenue recognition, we tested that the actual costs incurred on the project are complete and accurate through agreement to supporting evidence.

Our testing of the assumptions included a combination of inquiries of the project management and financial personnel, inspection of evidence to support future estimated costs, performance of an analysis of actual gross margin on completed contracts compared to prior estimates, evaluation of subsequent year-end expenses incurred on projects, and assessment of the historical accuracy of management’s estimates by analyzing changes in project gross margins during project lifecycles and determining if those changes were driven by cost factors that should have been known or could have been reasonably estimated at project inception.

Lane Supply, Inc.

business combination - valuation of customer relationship intangible assets

Description of the Matter As described in Note 5 to the consolidated financial statements, on February 11, 2025, the Company purchased all the outstanding stock of Lane Supply Inc.

(Lane Supply) for purchase consideration of approximately $118.0 million.

The purchase price for the acquisition was preliminarily allocated to the assets acquired and liabilities assumed based upon their respective fair values estimated as of the date of acquisition.

Auditing the Company’s accounting for its acquisition of Lane Supply was complex and highly subjective due to the significant estimation uncertainty in determining the fair value of the acquired identified intangible assets of $66.9 million, notably the acquired customer relationships with estimated acquisition-date fair values of $56.6 million.

The Company used the multi-period excess earnings method to value the acquired customer relationship intangible assets.

The significant estimation uncertainty was primarily due to the sensitivity of the respective fair values to certain of the key assumptions included in the valuation, notably for forecasted revenue growth rates, EBITDA margins, and applicable discount rate used in the valuation of the acquired customer relationships.

These significant assumptions are forward looking and could be affected by future economic and market conditions.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls addressing the risks of material misstatement relating to the estimation of the acquisition-date fair value of the customer relationships.

For example, we tested controls over management’s review of the valuation methodologies and key assumptions used therein to estimate fair value, as well as management’s controls over the completeness and accuracy of the information within the valuation models.

To test the estimated fair value of the acquired customer relationships, our audit procedures included, among others, evaluating the appropriateness of the valuation methodology used, evaluating the significant assumptions discussed above, and testing the completeness and accuracy of the underlying data supporting the significant assumptions and estimates.

For the forecasted revenue and EBITDA margins, we compared the assumptions to current industry and economic trends, and the historic financial performance of the acquired business.

We also performed sensitivity analyses to evaluate the changes in the fair value of the customer relationship intangible asset that would result from changes in the significant assumptions.

We involved our valuation specialists to assist in evaluating the methodologies used to estimate the fair value of the customer relationships and to test certain significant assumptions, including the discount rate, which included a comparison of the selected rates to benchmark data.

/s/ Ernst & Young LLP

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

Boston, Massachusetts

Buffalo, New York

February 26, 2026

GIBRALTAR INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF INCOME

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

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Intangible asset impairment — 6,000 3,200

Income from operations 143,023 150,729 130,102

Operating income 122,751 139,674 120,569

Interest (income) expense, net ( 1,747 ) ( 6,171 ) 1,958

Other (income) expense ( 24,731 ) ( 1,265 ) 14,565

Income before taxes 173,925 148,992 111,490

Other income, net ( 2,078 ) ( 25,142 ) ( 5,029 )

Income before taxes from continuing operations 126,576 170,987 123,640

Provision for income taxes 29,020 35,943 32,247

Net income $ 137,340 $ 110,533 $ 82,406

Net earnings per share:

Basic $ 4.50 $ 3.61 $ 2.57

Diluted $ 4.46 $ 3.59 $ 2.56

Weighted average shares outstanding:

Basic 30,538 30,626 32,096

Diluted 30,769 30,785 32,192

Income from continuing operations 97,556 135,044 91,393

Discontinued operations:

(Loss) income before taxes from discontinued operations ( 192,352 ) 2,938 25,352

(Benefit of) provision for income taxes from discontinued operations ( 50,408 ) 642 6,212

(Loss) income from discontinued operations ( 141,944 ) 2,296 19,140

Net (loss) income $ ( 44,388 ) $ 137,340 $ 110,533

Net earnings per share – Basic:

Income from continuing operations $ 3.27 $ 4.42 $ 2.98

(Loss) income from discontinued operations ( 4.75 ) 0.08 0.63

Net (loss) income $ ( 1.48 ) $ 4.50 $ 3.61

Weighted average shares outstanding – Basic 29,875 30,538 30,626

Net earnings per share – Diluted:

Income from continuing operations $ 3.25 $ 4.39 $ 2.97

(Loss) income from discontinued operations ( 4.73 ) 0.07 0.62

Net (loss) income $ ( 1.48 ) $ 4.46 $ 3.59

Weighted average shares outstanding – Diluted 29,984 30,769 30,785

See accompanying notes to consolidated financial statements.

GIBRALTAR INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(in thousands)

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2025 2024 2023

Net income $ 137,340 $ 110,533 $ 82,406

Other comprehensive (loss) income:

Net (loss) income $ ( 44,388 ) $ 137,340 $ 110,533

Other comprehensive income (loss):

Foreign currency translation adjustment 1,643 ( 3,212 ) 1,318

Adjustment to postretirement benefit liability, net of tax 125 114 1,403

Other comprehensive (loss) income ( 3,212 ) 1,318 ( 3,619 )

Total comprehensive income $ 134,128 $ 111,851 $ 78,787

Total comprehensive (loss) income $ ( 42,745 ) $ 134,128 $ 111,851

See accompanying notes to consolidated financial statements.

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CONSOLIDATED BALANCE SHEETS

(in thousands)

(in thousands, except per share data)

December 31, 2025 December 31, 2024

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Prepaid expenses and other current assets 56,904 22,326

Assets of discontinued operations 192,362 132,540

Total current assets 628,886 651,332

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Goodwill 415,032 323,189

Acquired intangibles 103,882 125,980

Customer relationships, net 109,092 29,348

Other intangibles, net 34,464 26,072

Other assets 20,318 1,936

Assets of discontinued operations — 258,896

$ 1,393,603 $ 1,419,410

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Billings in excess of costs 8,879 14,769

Liabilities of discontinued operations 93,120 83,483

Total current liabilities 366,022 254,862

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Other non-current liabilities 25,868 24,734

Liabilities of discontinued operations — 1,734

Stockholders’ equity:

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authorized 100,000 shares;

34,313 and 34,219 shares issued and outstanding in 2024 and 2023

34,482 and 34,313 shares issued and outstanding, respectively

Additional paid-in capital 353,018 343,583

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Accumulated other comprehensive loss ( 3,683 ) ( 5,326 )

Cost of 3,960 and 3,778 common shares held in treasury in 2024 and 2023

Treasury stock, at cost;

4,935 and 3,960 shares, respectively

( 230,745 ) ( 166,417 )

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Cash Flows from Operating Activities

Net income $ 137,340 $ 110,533 $ 82,406

Adjustments to reconcile net income to net cash provided by operating activities:

Net (loss) income $ ( 44,388 ) $ 137,340 $ 110,533

(Loss) income from discontinued operations ( 141,944 ) 2,296 19,140

Income from continuing operations 97,556 135,044 91,393

Adjustments to reconcile income from continuing operations to net cash provided by operating activities:

Depreciation and amortization 29,849 19,120 18,707

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Gain on sale of business — ( 25,265 ) —

Exit activity costs, non-cash 31 2,771 16,266

(Benefit of) provision for deferred income taxes ( 1,971 ) ( 276 ) 11,624

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Accrued expenses and other non-current liabilities ( 14,021 ) ( 82 ) 9,905

Net cash provided by operating activities of continuing operations 137,107 169,890 179,706

Net cash provided by operating activities of discontinued operations 29,894 4,374 38,770

Net cash provided by operating activities 167,001 174,264 218,476

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Net proceeds from sale of business 352 28,124 —

Net cash provided by (used in) investing activities 8,544 ( 15,722 ) ( 71,683 )

Net cash (used in) provided by investing activities of continuing operations ( 256,428 ) 11,272 ( 22,713 )

Net cash (used in) provided by investing activities of discontinued operations ( 972 ) ( 2,728 ) 6,991

Net cash (used in) provided by investing activities ( 257,400 ) 8,544 ( 15,722 )

Cash Flows from Financing Activities

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Proceeds from long-term debt — — 50,000

Payment of debt issuance costs — — ( 2,013 )

Purchase of common stock at market prices ( 63,871 ) ( 12,189 ) ( 29,329 )

Net proceeds from issuance of common stock 198 — —

Net cash used in financing activities ( 63,673 ) ( 12,189 ) ( 120,329 )

Effect of exchange rate changes on cash 316 ( 565 ) ( 607 )

Net increase in cash and cash equivalents 170,054 81,818 4,759

Net (decrease) increase in cash and cash equivalents ( 153,756 ) 170,054 81,818

Cash and cash equivalents at beginning of year 269,480 99,426 17,608

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Cash paid for interest $ 1,209 $ 1,050 $ 3,553

Cash paid for income taxes $ 31,044 $ 23,447 $ 27,017

See accompanying notes to consolidated financial statements.

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Foreign currency translation adjustment — — — — 1,318 — — 1,318

Postretirement benefit plan adjustments, net of taxes of $ 449

— — — — 1,403 — — 1,403

Stock compensation expense — — 9,750 — — — — 9,750

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Awards of common stock 8 — — — — — — —

Excise tax on repurchase of common shares — — — — — — ( 159 ) ( 159 )

Common stock repurchased under stock repurchase program — — — — — 521 ( 25,181 ) ( 25,181 )

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Foreign currency translation adjustment — — — — ( 3,212 ) — — ( 3,212 )

Postretirement benefit plan adjustments, net of taxes of $ 36

— — — — 114 — — 114

Stock compensation expense — — 10,963 — — — — 10,963

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Balance at December 31, 2024 34,313 343 343,583 875,851 ( 5,326 ) 3,960 ( 166,417 ) 1,048,034

Net income — — — 137,340 — — — 137,340

Net loss — — — ( 44,388 ) — — — ( 44,388 )

Foreign currency translation adjustment — — — — 1,643 — — 1,643

Postretirement benefit plan adjustments, net of taxes of $ 41

— — — — 125 — — 125

Stock compensation expense — — 9,239 — — — — 9,239

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Awards of common stock 13 — — — — — — —

Stock options exercised 5 — 198 — — — — 198

Excise tax on repurchase of common shares — — — — — — ( 482 ) ( 482 )

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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 costs in excess of billings, net separately on its consolidated balance sheet as of December 31, 2023 to conform with current year presentation.

Historically, the Company included costs in excess of billings, net within accounts receivable on its consolidated balance sheet.

This reclassification had no impact on the Company's net income, earnings per share, cash flows, segment reporting or financial position.

The Company has presented "Customer relationships, net" as a separate line item on its consolidated balance sheet as of December 31, 2024 to conform with current year presentation.

Historically, this amount was included within "Acquired intangibles." This reclassification represents a change in the level of disaggregation of intangible assets and does not reflect a change in accounting principle.

The reclassification had no impact on the Company's total intangible assets, net income, earnings per share, cash flows, segment reporting or financial position.

Use of Estimates

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Segment Reporting

The Company has four reportable segments:

Residential, Renewables, Agtech and Infrastructure.

For further disclosure regarding the Company's reportable segments, refer to Note 16 "Segment Information."

The Company has three reportable segments:

Residential, Agtech and Infrastructure.

Refer to Note 16 "Segment Information" for further disclosure regarding the Company's reportable segments.

Revenue Recognition

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For the above contracts with customers with respect to which the Company satisfies a performance obligation over time, the Company recognizes revenue based on the extent of progress towards completion of the performance obligation using the cost-to-cost measure of progress.

Under the cost-to-cost measure of progress, the extent of

progress toward completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation.

Under the cost-to-cost measure of progress, the extent of progress toward completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation.

Revenues are recognized proportionally as costs are incurred.

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When any individual contract's estimated total costs to be incurred exceeds the contract's transaction price, the Company recognizes the contract loss in the period in which such loss is determined.

The Company also recognizes revenues from services contracts over time.

The Company recognizes revenue over time during the term of the agreement as the customer is simultaneously receiving and consuming the benefits provided throughout the Company's performance.

Therefore, due to control transferring over time, the Company recognizes revenue on a straight-line basis throughout the contract period.

Contract assets and contract liabilities

Contract assets primarily represents revenue recognized for performance obligations that have been satisfied but for which amounts receivable have not been billed.

Contract assets primarily represent revenue recognized for performance obligations that have been satisfied but for which amounts receivable have not been billed.

Contract liabilities include payments received from customers in advance of the satisfaction of performance obligations for a contract.

The Company does not consider contract advances to be significant financing components as the intent of these payments in advance are for reasons other than providing a significant financing benefit and are customary in the Company's industry.

Unearned revenue relates to payments received in advance of performance under the contract and is recognized when the Company performs under the contract.

Unearned revenue represents payments received in advance of performance under a contract that is satisfied at a point in time.

Costs to obtain a contract with a customer

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Ending balance $ 2,558 $ 1,793 $ 1,566

Concentrations of credit risk in trade receivable are limited to those from significant customers that are believed to be financially sound.

Concentrations of credit risk related to trade receivables are limited to those from significant customers that the Company believes are financially sound.

As of December 31, 2025 and 2024, the Company's most significant customer is a home improvement retailer.

The home improvement retailer purchases from the Residential segment.

Trade receivables as a percentage of consolidated trade receivables from the home improvement retailer was 16 % and 17 % as of December 31, 2024 and 2023, respectively.

Net sales to the home improvement retailer as a percentage of consolidated net sales were 12 %, 13 %, and 14 % during the years ended December 31, 2024, 2023 and 2022, respectively.

Trade receivables as a percentage of trade receivables of continuing operations from the home improvement retailer were 20 % and 23 % as of December 31, 2025 and 2024, respectively.

Net sales to the home improvement retailer as a percentage of net sales from continuing operations were 12 %, 16 %, and 17 % during the years ended December 31, 2025, 2024 and 2023, respectively.

Inventories are valued at the lower of cost or net realizable value.

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The Company uses all available information to make these fair value determinations and engages independent valuation specialists to assist in the fair value determination of the acquired long-lived assets.

Goodwill and other intangible assets

Goodwill and Intangible Assets

The Company tests goodwill for impairment at the reporting unit level on an annual basis at October 31, or more frequently if an event occurs, or circumstances change, that indicate that the fair value of a reporting unit could be below its carrying value.

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If the carrying value of the reporting unit exceeds its fair value, goodwill is considered impaired, and a loss measured by the excess of the carrying value of the reporting unit over the fair value of the reporting unit must be recorded.

The fair value of reporting units evaluated under the quantitative test are determined using two valuation techniques:

fair value of reporting units evaluated under the quantitative test are determined using two valuation techniques:

an income approach and a market approach.

Each valuation approach relies on significant assumptions including a weighted average cost of capital ("WACC") based upon the capital structure of market participants in the Company’s peer groups, projected revenue growth, forecasted cash flows, and earnings multiples based on the market value of the Company and market participants within its peer groups.

Each valuation approach relies on significant assumptions including a weighted average cost of capital based upon the capital structure of market participants in the Company’s peer groups, projected revenue growth, forecasted cash flows, and earnings multiples based on the market value of the Company and market participants within its peer groups.

The Company also tests its indefinite-lived intangible assets for impairment on an annual basis as of October 31, or more frequently if an event occurs, or circumstances change, that indicate that the fair value of an indefinite-lived intangible asset could be below its carrying value.

The impairment test consists of comparing the fair value of the indefinite-lived intangible asset, determined using discounted cash flows on a relief-from-royalty basis, with its

carrying amount.

The impairment test consists of comparing the fair value of the indefinite-lived intangible asset, determined using discounted cash flows on a relief-from-royalty basis, with its carrying amount.

An impairment loss would be recognized for the carrying amount in excess of its fair value.

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Identifiable intangible assets with finite useful lives are amortized over their estimated useful lives.

For additional disclosure of the Company's goodwill and other intangible assets refer to Note 6 "Goodwill and Related Intangible Assets."

Refer to Note 6 "Goodwill and Intangible Assets" for additional disclosures regarding the Company's goodwill and intangible assets.

Impairment of Long-Lived Assets

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Otherwise, the Company uses undiscounted cash flows to determine whether impairment exists and measures any impairment loss by approximating fair value using acceptable valuation techniques, including discounted cash flow models and third-party appraisals.

For additional disclosure on impairment of the Company's long-lived assets refer to Note 6 "Goodwill and Related Intangible Assets" and Note 11 "Exit Activity Costs and Asset Impairments."

Refer to Note 6 "Goodwill and Intangible Assets" and Note 11 "Exit Activity Costs and Asset Impairments" for additional disclosure on impairment of the Company's long-lived assets.

The Company determines if an agreement is, or contains, a lease at the inception of the agreement.

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The Company combines lease and non-lease components, such as common area maintenance costs, in calculating the related asset and lease liabilities for all underlying asset groups.

Operating lease cost is included in income from operations and includes short-term leases and variable lease costs which are immaterial.

Operating lease cost is included in income from continuing operations and includes short-term leases and variable lease costs which are immaterial.

Current operating lease liabilities are represented within accrued expenses on the Company's consolidated balance sheets.

Deferred charges

Deferred charges associated with initial costs incurred to enter into new debt arrangements are included as a component of long-term debt and are amortized as a part of interest expense over the terms of the associated debt agreements.

The Company expenses advertising and marketing costs as incurred.

For the years ended December 31, 2025, 2024 and 2023, advertising and marketing costs were $ 6.7 million, $ 9.1 million, and $ 8.8 million, respectively.

Foreign currency transactions and translation

Foreign Currency Translation and Transactions

The assets and liabilities of the Company’s foreign subsidiaries are translated into U.S.

dollars at the rate of exchange in effect at the balance sheet date.

Income and expense items are translated at the average exchange rates prevailing during the period.

dollars at the rate of exchange in effect at the respective balance sheet date.

Translation adjustments resulting from fluctuations in exchanged rates are recorded as a separate component of Accumulated Other Comprehensive Loss.

The results of operations of the Company's foreign subsidiaries are translated at the average exchange rates prevailing during the respective periods.

Gains and losses resulting from foreign currency transactions are included in net earnings.

Defined Benefit Pension and Other Postretirement Plans

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subsidiaries are eligible to participate.

Total expense for the 401(k) plan for the years ended December 31 was (in thousands):

2024 2023 2022

401(k) plan $ 4,360 $ 3,804 $ 3,580

For the years ended December 31, 2025, 2024 and 2023, total expense for the 401(k) plan was $ 3.1 million, $ 3.3 million, and $ 3.1 million, respectively.

The Company contributes to a multiemployer defined benefit pension plan under the terms of a collective-bargaining agreement that covers union-represented employees.

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The rehabilitation plan requires minimum contributions from the Company.

Given the status of this plan, it is reasonably possible that future contributions to the plan will increase although the Company cannot reasonably estimate a possible range of increased contributions as of December 31, 2024.

the status of this plan, it is reasonably possible that future contributions to the plan will increase although the Company cannot reasonably estimate a possible range of increased contributions as of December 31, 2025.

The Company has an unfunded postretirement healthcare plan which provides health insurance to certain retired employees and their spouses.

This plan has been frozen, no current employees participate and no additional participants will be added to the plan in the future.

The Company's postretirement health care costs adjustments

are reclassified when realized from accumulated other comprehensive loss to other expense in the Company's consolidated statements of income.

The provision for income taxes is determined using the asset and liability approach.

Under this approach, deferred income taxes represent the expected future tax consequences of temporary differences between the carrying amounts and tax basis of assets and liabilities.

The Company's postretirement health care costs adjustments are reclassified when realized from accumulated other comprehensive loss to other expense in the Company's consolidated statements of operations.

The provision for income taxes is determined using the asset and liability method of accounting for income taxes.

Under this method, deferred assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax basis.

The Company measures deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse.

The Company records a valuation allowance to reduce deferred tax assets when uncertainty exists regarding their realization.

Refer to Note 12 "Income Taxes" for additional disclosure on the Company's income taxes.

Equity-Based Compensation

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Recent Accounting Pronouncements Adopted

Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued ASU No.

2023-07, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually.

Additionally, it requires a public entity to disclose the title and position of the Chief Operating Decision Maker ("CODM").

The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments.

The amendments in the ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The Company adopted this ASU and the required disclosures in these financial statements and has applied the amendments in this ASU retrospectively to all prior periods presented in these financial statements.

The adoption of this ASU only affected the Company's disclosures in Note 16 "Segment Information" and there was no material impact to the Company's results of operations, cash flows or financial condition.

Recent Accounting Pronouncements Not Yet Adopted

Income Taxes (Topic 740):

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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 amendments in this ASU are effective for the Company in its annual reporting period beginning after December 15, 2024, with early adoption permitted.

The Company may apply the amendments in this ASU prospectively by providing the revised disclosures for the period ending December 31, 2025 and continuing to provide the pre-ASU disclosures for the prior periods, or may apply the amendments retrospectively by providing the revised disclosures for all period presented.

The Company expects this ASU to impact the Company's disclosures with no material impacts to the Company's results of operations, cash flows, and financial condition.

The Company's planned date of adoption of these required disclosures in its financial statements for annual reporting period ending December 31, 2025.

The Company adopted this ASU and applied its disclosures retrospectively.

As a result, the Company has included the updated income tax disclosures for the year ended December 31, 2025, 2024 and 2023.

The adoption of this ASU affected only the Company's income tax disclosure included in Note 12 "Income Taxes" and did not have a material impact on the Company's results of operations, cash flows, or financial condition.

Recent Accounting Pronouncements Not Yet Adopted

Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

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The Company's planned date of adoption of these required disclosures in its financial statements for annual reporting period ending December 31, 2027.

Sales includes revenue from contracts with customers for roof and foundation ventilation products, centralized mail systems, rain dispersion products, trims and flashings and other accessories, retractable awnings and gutter guards;

designing, engineering, manufacturing and installation of solar racking systems and electrical balance of systems;

designing, engineering, manufacturing and installation of greenhouses;

ASU 2025-11 Interim Reporting (Topic 270):

Narrow-Scope Improvements

In December 2025, the FASB issued ASU No.

2025-11, which clarifies the applicability of interim reporting guidance.

The update establishes a comprehensive list of interim disclosures in Topic 270 that are required in interim financial statements and the accompanying notes.

It also incorporates a disclosure principle requiring entities to disclose, in interim periods, events and changes occurring after the end of the most recent annual reporting period that have a material impact on the entity.

The guidance does not change the fundamental nature or expand or reduce the disclosure requirements of interim reporting.

The amendments in ASU 2025-11 are effective for the Company beginning with its first interim reporting period after December 15, 2027.

Early adoption is permitted, and the amendments can be applied either prospectively or retrospectively.

The Company is currently evaluating the impact the adoption of this update may have on its disclosures and does not expect the ASU to have a material impact to the Company's results of operations, cash flows, and financial condition.

The Company's planned date of adoption of the amendments in its interim financial statements for reporting period ending March 31, 2028.

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.

1 unchanged sentence

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.

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.

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The Company recognized revenue of $ 13.7 million, $ 15.4 million, and $ 15.0 million during the years ended December 31, 2025, 2024, and 2023, respectively, that was included in the contract liabilities balance of $ 15.4 million, $ 17.3 million, and $ 17.8 million at December 31, 2024, 2023 and 2022, respectively.

The decreases in costs in excess of billings and billings in excess of costs as of December 31, 2024 compared to December 31, 2023, respectively, were primarily due to decline in volume in the Renewables segment in 2024 compared to 2023.

For the years ended December 31, 2024, 2023, and 2022, 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.

(3) INVENTORIES, NET

The increase in costs in excess of billings from December 31, 2024 was primarily due to the acquisition of Lane Supply, Inc.

The decrease in billings in excess of costs from December 31, 2024 was primarily due to timing and decrease in the number of contracts under which the Company has billed customers in advance of the satisfaction of performance obligations in the Agtech segment near the end of 2025.

During the years ended December 31, 2025, 2024, and 2023, the Company revised certain total costs expected to be incurred to complete estimates for contracts with customers whose performance obligations are satisfied over time, based on updated information and the Company’s regular contract reviews.

The impact of these changes in estimates were not material to the Company’s consolidated financial statements, and there were no changes in estimates related to any individual contract that materially impacted the Company’s consolidated financial statements.

(3) INVENTORIES, NE T

Inventories, net of reserves, consisted of the following at December 31 (in thousands):

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Inventories, net $ 116,770 $ 93,271

The Company's gross inventory balances are reduced by reserves for excess, obsolete and slow moving inventory and estimates for determining net realizable value of the inventory that are reported on a net basis on the Company's consolidated balance sheets.

The following table summarizes activity recorded within the reserve for excess, obsolete and slow moving inventory for the years ended December 31 (in thousands):

2024 2023 2022

Beginning balance $ 9,378 $ 6,179 $ 4,400

Excess, obsolete and slow moving inventory expense 692 4,243 1,582

Scrapped inventory and other adjustments ( 4,746 ) ( 1,044 ) 197

Ending balance $ 5,324 $ 9,378 $ 6,179

Reserve for excess, obsolete and slow moving inventory as of December 31, 2025 and 2024 was $ 4.4 million and $ 3.0 million, respectively.

(4) PROPERTY, PLANT, AND EQUIPMENT, NET

Components of property, plant, and equipment at December 31 consisted of the following (in thousands):

Components of property, plant, and equipment consisted of the following at December 31 (in thousands):

Land and land improvements $ 8,194 $ 4,474

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(5) ACQUISITIONS AND DIVESTITURES

2023 Acquisition

On July 5, 2023, the Company acquired the assets of a privately held Utah-based company that manufactures and distributes roof flashing and accessory products, and sells direct to roofing wholesalers.

The results of this acquisition 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 $ 10.4 million, which includes a working capital adjustment and certain other adjustments provided for in the asset purchase agreement.

The purchase price for the acquisition was allocated to the assets acquired and liabilities assumed based upon their respective fair values estimated as of the date of acquisition.

The Company has completed 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.

The excess consideration was recorded as goodwill and approximated $ 3.0 million, all of which is deductible for tax purposes.

Goodwill represents future economic benefits arising from other assets acquired that could not be individually identified including workforce additions, growth opportunities, and increased presence in the domestic building products markets.

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 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 $ 11.3 million as of December 31, 2025 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 preliminary purchase consideration for this acquisition was $ 16.0 million, which includes preliminary 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 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 certain adjustments provided for in the purchase agreements as described above related to the acquisitions of the privately held metal roofing businesses, the Company is still collecting information necessary to finalize the purchase considerations.

Accordingly, the amounts recorded are provisional and may change if additional information is obtained regarding facts and circumstances that existed as of the acquisition dates and that would have affected the measurement of the amounts recognized at those dates.

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 $ 18.9 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.

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 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 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):

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Customer relationships 56,600 15 years

Backlog 3,500 Less than 1 year

Total $ 66,900

For the acquisition of the two metal roofing businesses acquired on March 31, 2025, the preliminary excess consideration was recorded as goodwill and approximated $ 43.8 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.

For the acquisition of the metal roofing business acquired on July 31, 2025, the preliminary excess consideration was recorded as goodwill and approximated $ 8.8 million, all of which is deductible for tax purposes.

The final purchase price allocation will be completed no later than the third quarter of fiscal year 2026.

The preliminary 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):

Working capital 10,118

Property, plant and equipment 5,094

Acquired intangible assets 36,710

Other assets 10,628

Other liabilities ( 8,514 )

Goodwill 52,577

Fair value of purchase consideration $ 108,854

The intangible assets acquired in the three metal roofing business acquisitions consisted of the following (in thousands):

Fair Value Weighted-Average Amortization Period

Trademarks $ 4,250 5 - 11 years

Customer relationships 32,460 9 - 12 years

Total $ 36,710

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 their respective acquisition dates through December 31, 2025, Lane Supply and the three privately held businesses contributed approximately $ 171.5 million in net sales and $ 14.5 million in operating income.

Pro Forma Information (Unaudited)

As the Company acquired the following businesses during the year ended December 31, 2025, the following periods are not included in the Company's consolidated statements of operations by acquisition as follows:

Acquisition Date Acquired Period Not Included:

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, assuming these acquisitions had been completed on January 1, 2024 for the years ended December 31 (in thousands):

Net sales $ 1,164,020 $ 1,219,058

Operating income $ 129,633 $ 158,616

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.

2023 Acquisition

On August 22, 2022, the Company purchased all the issued and outstanding membership interests of Quality Aluminum Products ("QAP"), a manufacturer of aluminum and steel products including soffit, fascia, trim coil, rain carrying products and aluminum siding.

The results of QAP have been included in the Company's consolidated financial results since the date of acquisition within the Company's Residential segment.

consideration for the acquisition of QAP was $ 52.1 million, which includes a working capital adjustment and certain other adjustments provided for in the membership interest purchase agreement.

The results of this acquisition 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 $ 10.4 million, which includes a working capital adjustment and certain other adjustments provided for in the asset purchase agreement.

The purchase price for the acquisition was allocated to the assets acquired and liabilities assumed based upon their respective fair values estimated as of the date of acquisition.

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The excess consideration was recorded as goodwill and approximated $ 3.0 million, all of which is deductible for tax purposes.

Goodwill represents future economic benefits arising from other assets acquired that could not be

individually identified including workforce additions, growth opportunities, and increased presence in the domestic building products markets.

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):

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Fair value of purchase consideration $ 10,417

The intangible assets acquired in this acquisition consisted of the following as of the date of acquisition (in thousands):

The intangible assets acquired in this acquisition consisted of the following (in thousands):

Fair Value Weighted-Average Amortization Period

Trademarks $ 2,800 Indefinite

Trademarks $ 250 3 years

Customer relationships 6,060 12 years

Total $ 6,310

The acquisition of the privately held Utah-based company and the acquisition of QAP were financed primarily through borrowings under the Company's revolving credit facility.

The acquisition of the privately held Utah-based company was financed primarily through borrowings under the Company's revolving credit facility.

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 income.

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 years ended December 31 (in thousands):

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Total acquisition related costs $ 13,869 $ 491 $ 265

The costs incurred during the year ended December 31, 2025 include $ 9.6 million related to an acquisition completed on February 2, 2026.

Refer to Note 18 "Subsequent Events" for additional information related to this acquisition.

2024 Divestiture

On December 17, 2024, the Company sold its electronic locker business within its Residential segment to a third party.

The $ 28.1 million net proceeds from the sale resulted in a pre-tax net gain of $ 25.3 million and has been presented within other (income) expense in the consolidated statements of income.

This divestiture did not meet the criteria to be recorded as a discontinued operation nor did it have a major effect on the Company's operations.

2023 Divestiture

On December 1, 2023, the Company sold its Japan-based solar racking business within its Renewables segment to a third party.

The $ 8.0 million net proceeds from the sale resulted in a pre-tax net loss of $ 0.6 million and has been presented within other (income) expense in the consolidated statements of income.

The $ 28.1 million net proceeds from the sale resulted in a pre-tax net gain of $ 25.3 million and has been presented within other (income) expense in the consolidated statements of operations.

This divestiture did not meet the criteria to be recorded as a discontinued operation, nor did it have a major effect on the Company's operations.

(6) GOODWILL AND RELATED INTANGIBLE ASSETS

The changes in the carrying amount of goodwill for the years ended December 31 were as follows (in thousands):

Residential Renewables Agtech Infrastructure Total

(6) GOODWILL AND INTANGIBLE ASSETS

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

Acquired goodwill 4,133 — — — 4,133

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 prior year acquisitions, foreign currency translation and sale of business.

Goodwill is recognized net of accumulated impairment losses of $ 133.2 million as of December 31, 2024 and 2023, respectively.

(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.

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The Company conducted its annual goodwill impairment test for its six reporting units as of October 31, 2025.

A quantitative test was conducted for one of reporting units, and a qualitative analysis for the remaining five reporting units.

Both the quantitative and qualitative impairment tests consist of comparing the fair value of a reporting unit with its carrying value including goodwill.

A qualitative analysis was conducted for all six reporting units.

The qualitative impairment test consists of comparing the fair value of a reporting unit with its carrying value including goodwill.

For additional disclosure of the Company's assessment approach, refer to Note 1 "Summary of Significant Accounting Policies".

As a result of the Company's annual testing for 2025, 2024, and 2023, none of the reporting units with goodwill as of the testing date had carrying values in excess of their fair values.

Acquired Intangible Assets

Acquired intangible assets consisted of the following (in thousands):

Intangible Assets

Intangible assets consisted of the following (in thousands):

December 31, 2025 December 31, 2024

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Non-compete agreements 500 500 709 634

Backlog 3,500 3,500 — —

183,833 59,847 80,178 44,328

Total acquired intangible assets $ 173,048 $ 69,166 $ 205,231 $ 79,251

Total intangible assets $ 203,403 $ 59,847 $ 99,748 $ 44,328

The following table summarizes intangible asset impairment for the years ended December 31 (in thousands):

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Indefinite-lived trademarks (1) $ — $ 6,000 $ 3,200

Amortizing trademarks (2) — 597 —

Total $ 11,300 $ 3,797 $ —

(1) Rebranding initiatives that resulted in the discontinuation of certain indefinite-lived trademarks in both the Renewables and Agtech segments in 2024 and only the Agtech segment in 2023.

(2) Write-off of amortizing intangibles related to a discontinued product line in the Renewables segment.

(1) Rebranding initiatives that resulted in the discontinuation of certain indefinite-lived trademarks in the Agtech segment in 2024 and 2023.

The Company recognized amortization expense related to the definite-lived intangible assets.

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Amortization expense $ 15,275 $ 6,337 $ 6,181

Amortization expense related to acquired intangible assets for the next five years ended December 31 is estimated as follows (in thousands):

Amortization expense related to intangible assets is estimated as follows for the next five years ended December 31 (in thousands):

2026 2027 2028 2029 2030

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(7) ACCRUED EXPENSES

Accrued expenses at December 31 consisted of the following (in thousands):

Accrued expenses consisted of the following at December 31 (in thousands):

Compensation $ 14,905 $ 18,369

Customer rebates 19,658 18,066

Product warranties 17,463 9,139

Current operating lease liability 11,480 9,723

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Interest and taxes 1,775 3,058

Tax credits 79,478 3,494

Other 22,782 7,422

Total accrued expenses $ 155,807 $ 65,905

Accrued expenses for compensation includes salaries, benefits, and short-term or current portions of incentives and bonuses.

Accrued expenses for insurance are primarily for general liability, workers’ compensation and employee healthcare policies for which the Company is self-insured up to certain per-occurrence and aggregate limits.

Product Warranties

The Company generally warrants that its products will be free from material defects in workmanship and materials.

Warranty reserve estimates are based on management’s judgment, considering such factors as historical experience, anticipated rates of claims, and other available information.

Management reviews and adjusts these estimates, if necessary, based on the differences between actual experience and historical estimates.

The reserve for product warranties is presented within accrued expenses on the Company’s consolidated balance sheets.

Activity in the product warranties is summarized as follows for the years ended December 31, (in thousands):

Beginning balance $ 9,139 $ 6,251

Provisions/accruals during the period 16,048 6,190

Settlements made during the period ( 7,724 ) ( 3,302 )

Ending balance $ 17,463 $ 9,139

Compensation includes salaries, benefits, and short-term or current portions of incentives and bonuses.

Insurance is primarily for general liability, workers’ compensation and employee healthcare policies for which the Company is self-insured up to certain per-occurrence and aggregate limits.

Refer to Note 12 "Income Taxes" for information regarding tax credits.

The Company had no outstanding debt as of December 31, 2025 and 2024.

Unamortized debt issuance costs, included in other assets on the consolidated balance sheets, as of December 31, 2024 and 2023 were $ 1.3 million and $ 1.7 million, respectively.

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 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.

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):

Total revolving credit facility $ 400,000 $ 400,000

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.

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.

Through March 31, 2023, the Credit Agreement had an initial applicable margin of 0.125 % for base rate loans and 1.125 % for SOFR and alternative currency loans.

Thereafter, the applicable margin 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 was initially 0.20 % of the daily average undrawn balance of the revolving credit facility and, from and after April 1, 2023, 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.

The Company's Sixth Amended and Restated Credit Agreement (the "Prior Credit Agreement") dated as of January 24, 2019 provided a revolving credit facility and letters of credit in an aggregate amount equal to $ 400 million.

Interest rates on the revolving credit facility under the Prior Credit Agreement were based on LIBOR plus an additional margin that ranges from 1.125 % to 2.00 %.

In addition, the revolving credit facility under the Prior Credit Agreement was subject to an undrawn commitment fee ranging between 0.15 % and 0.25 % based on the Total Leverage Ratio and the daily average undrawn balance.

The Prior Credit Agreement terminated on December 8, 2022.

Standby letters of credit of $ 4.9 million have been issued under the Credit Agreement to third parties on behalf of the Company as of December 31, 2024.

These letters of credit reduce the amount otherwise available under the Credit Agreement's revolving credit facility.

The Company had $ 395.1 million and $ 396.1 million of availability under the revolving credit facility as of December 31, 2024 and 2023, respectively.

Borrowings under the 2022 Credit Agreement bore 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 2022 Credit Agreement included 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 2022 Credit Agreement.

In addition, the 2022 Credit Agreement was subject to an annual commitment fee, payable quarterly, which ranged 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 2022 Credit Agreement were secured by the trade receivables, inventory, personal property, equipment, and general intangibles of the Company’s significant domestic subsidiaries.

Capital distributions were subject to certain Total Net Leverage Ratio requirements and capped by an annual aggregate limit under the 2022 Credit Agreement.

(9) EQUITY-BASED COMPENSATION

The Company awards equity-based compensation to employees and non-employee directors, which is recognized in the consolidated statements of income based on the grant-date fair value of the award.

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.

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At December 31, 2025, approximately 490,000 shares were available for issuance under the Amended 2018 Plan as incentive stock options or other stock awards, and approximately 60,000 shares were available for issuance under the Non-Employee Directors Plan as awards of shares of the Company's common stock.

The compensation cost for employee and non-employee director equity-based compensation plans for all current and prior year awards granted along with the related tax benefits recognized during the years ended December 31 were as follows (in thousands):

The compensation cost for employee and non-employee director equity-based compensation plans for all current and prior year awards granted along with the related tax benefits recognized within continuing operations were as follows during the years ended December 31 (in thousands):

2025 2024 2023

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Equity Based Awards - Settled in Stock

The following table provides the number of stock units and common stock granted during the years ended December 31, along with the weighted-average grant-date fair value of each award:

The following table provides the number of stock units and common stock granted, along with the weighted-average grant-date fair value of each award, during the years ended December 31:

2025 2024 2023

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(1) The Company’s performance stock units (“PSUs”) represent shares granted for which the final number of shares earned depends on financial performance.

The number of shares to be issued may vary between 0 % and 200 % of the number of PSUs granted depending on the relative achievement to targeted thresholds.

The Company's PSUs with a financial performance condition are based on the Company’s return on invested capital (“ROIC”) over a one-year period performance period.

Stock Units and Common Stock

The following table summarizes information about non-vested restricted stock units and performance stock units (that will convert to shares upon vesting), deferred stock units and common stock:

The following table summarizes stock units and common stock activity during 2025:

Units Weighted

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Stock Weighted

Fair Value Performance

Stock Units Weighted

Fair Value PSUs Weighted

Fair Value Deferred

Units (2) Weighted

Balance at December 31, 2023 232,970 $ 53.75 — $ — 136,246 $ 52.27 44,479 $ 46.90

Balance, at January 1 232,340 $ 57.78 — $ — 263,597 $ 57.62 34,490 $ 53.06

Granted 101,003 $ 62.72 13,032 $ 52.95 144,940 $ 62.05 2,172 $ 52.95

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Balance, at December 31 223,408 $ 63.42 — $ — 318,281 $ 59.16 34,439 $ 54.12

(1) Adjustments during the first quarter of 2024 for (i) an additional 77,498 units for PSUs granted in 2023 to reflect 200.0 % of the target amount granted based on the Company's actual ROIC compared to ROIC target for the performance period ended December 31, 2023, and (ii) a reduction of 764 units for PSUs granted in 2020 to reflect 93.0 % of the target amount granted based on individual performance goals ended December 31, 2023.

(1) Adjustments during the first quarter of 2025 for PSUs granted in 2024 to reflect 45.0 % of the target amount granted based on the Company's actual ROIC compared to ROIC target for the performance period ended December 31, 2024.

(2) Vested and issuable upon termination from service as a member of the Company's Board of Directors.

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Share-based liabilities paid (in thousands) $ 3,286 $ 2,821 $ 2,392

MSPP expense (recovery) (in thousands) $ 3,890 $ 4,710 $ ( 4,459 )

MSPP (recovery) expense (in thousands) $ ( 106 ) $ 3,890 $ 4,710

(10) FAIR VALUE MEASUREMENTS

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Depending on the nature of the asset or liability, various techniques and assumptions can be used to estimate fair value.

A financial asset or liability’s classification

within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement as follows:

A financial asset or liability’s 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.

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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, 2024, the Company had no outstanding indebtedness on its revolving credit facility under its Credit Agreement.

The Company’s other financial instruments primarily consist of cash and cash equivalents, accounts receivable, and accounts payable.

As of December 31, 2025, the Company had no outstanding indebtedness on its revolving credit facility under the 2022 Credit Agreement.

The Company’s 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.

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Other non-recurring fair value measurements

The Company recognized intangible asset impairment during the years ended December 31, 2024 and 2023 as noted in Note 6, "Goodwill and Related Intangible Assets." The fair values of the impaired intangible assets for 2024 and 2023 was zero , and the carrying values were $ 11.3 million and $ 3.8 million, respectively.

There were no impairment charges recognized in continuing operations during the year ended December 31, 2025.

The Company recognized intangible asset impairment during the years ended December 31, 2024 and 2023 as noted in Note 6, "Goodwill and Intangible Assets." The fair values of the impaired intangible assets for 2024 and 2023 was zero , and the carrying values were $ 6.0 million and $ 3.2 million, respectively.

The Company used unobservable inputs, classified as Level 3 inputs, in determining the fair value of these assets.

No impairment charges were recognized during the year ended December 31, 2022.

The Company also applied fair value principles for the goodwill impairment tests performed during 2025, 2024, and 2023.

In 2024, the Company elected to performed a quantitative test using two valuation models to estimate the fair values for one of its reporting units and qualitative tests for the remaining five reporting units.

In 2023 and 2022, the Company performed quantitative test using two valuation models to estimate the fair values for all its reporting units.

In 2025 and 2024, the Company performed qualitative tests for all of its reporting units within continuing operations.

In 2023, the Company performed quantitative tests using two valuation models to estimate the fair values for all its reporting units within continuing operations.

Both models primarily use Level 3 inputs.

See Note 6 "Goodwill and Related Intangible Assets" of the consolidated financial statements for the results of the Company’s goodwill impairment tests.

Additionally, as described in Note 5 "Acquisitions and Divestitures," the Company used Level 3 inputs to estimate fair values allocated to the assets acquired and liabilities assumed related to acquisitions.

Refer to Note 6 "Goodwill and Intangible Assets" for information regarding the Company’s goodwill impairment testing.

Additionally, as described in Note 5 "Acquisitions and Divestitures" and Note 17 "Discontinued Operations," the Company used Level 3 inputs to estimate fair values allocated to the assets acquired and liabilities assumed in connection with acquisitions and to determine the fair value of its business classified as discontinued operations, respectively.

(11) EXIT ACTIVITY COSTS AND ASSET IMPAIRMENTS

The Company has incurred exit activity costs and asset impairment charges as a result of its 80/20 simplification and portfolio management initiatives.

These initiatives have resulted in the identification of low-volume, low margin, internally-produced products which have been or will be outsourced or discontinued, the simplification of processes, the sale and exiting of less profitable businesses or products lines, and the reduction in the Company's manufacturing footprint.

As a result of process simplification initiatives, the Company has incurred exit activity costs (recoveries) related to moving and closing costs, severance and contract terminations, along with asset impairment charges (recoveries) related to the write-down of inventory and other charges such as warranty costs associated with discontinued product lines.

Additionally, the Company has incurred the aforementioned costs resulting from the sale, relocation and/or closure of facilities including two closures and one relocation in 2022.

The following table sets forth the exit activity costs (recoveries) and asset impairment charges (recoveries) incurred by segment during the years ended December 31 related to the restructuring activities described above (in thousands):

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

3 unchanged sentences

Residential $ 6,345 $ 689 $ 7,034 $ 678 $ ( 72 ) $ 606 $ 960 $ 3,851 $ 4,811

Renewables 9,792 103 9,895 7,558 1,136 8,694 3,256 1,198 4,454

Agtech 958 295 1,253 477 — 477 718 — 718

2 unchanged sentences

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 income for the years ended December 31 (in thousands):

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

2 unchanged sentences

Total exit activity costs and asset impairments $ 8,318 $ 1,166 $ 5,497

The following table reconciles the beginning and ending liability for exit activity costs recorded in current accrued expenses on the consolidated balance sheet relating to the Company’s restructuring efforts (in thousands):

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):

Balance as of January 1 $ 121 $ 23

3 unchanged sentences

(12) INCOME TAXES

The Company uses the asset and liability method of accounting for income taxes.

Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse.

The components of income before taxes consisted of the following for the years ended December 31 (in thousands):

The components of income before taxes from continuing operations consisted of the following for the years ended December 31 (in thousands):

2025 2024 2023

1 unchanged sentence

Foreign 350 5,005 ( 844 )

Income before taxes $ 173,925 $ 148,992 $ 111,490

The provision for income taxes for the years ended December 31 consisted of the following (in thousands):

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

8 unchanged sentences

Provision for income taxes $ 29,020 $ 35,943 $ 32,247

The provision for income taxes differs from the federal statutory rate of 21 % due to the following for the years ended December 31 (in thousands, except for percentages) :

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

Statutory rate $ 36,524 21.0 % $ 31,288 21.0 % $ 23,413 21.0 %

State taxes, less federal effect 5,990 3.5 % 6,446 4.3 % 5,541 5.0 %

Federal tax credits ( 2,194 ) ( 1.3 ) % ( 787 ) ( 0.5 ) % ( 549 ) ( 0.5 ) %

Excess tax benefit on stock based compensation ( 292 ) ( 0.2 ) % ( 203 ) ( 0.1 ) % ( 214 ) ( 0.2 ) %

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 ) — %

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 allowances ( 108 ) ( 0.1 ) % ( 6,027 ) ( 3.5 ) % — — %

Nontaxable or nondeductible items:

Executive compensation 434 0.3 % 1,556 0.9 % 1,181 1.0 %

Valuation allowance ( 6,027 ) ( 3.5 ) % — — % — — %

Other 828 0.5 % 346 0.2 % ( 67 ) ( 0.1 ) %

Share-based payment awards ( 448 ) ( 0.3 ) % ( 263 ) ( 0.2 ) % ( 192 ) ( 0.2 ) %

Other nontaxable or nondeductible items 629 0.5 % 842 0.5 % 122 0.1 %

Changes in unrecognized tax benefits — — % — — % — — %

Other adjustments 421 0.3 % 98 0.1 % 95 0.1 %

Effective tax rate $ 29,020 22.9 % $ 35,943 21.0 % $ 32,247 26.1 %

(1) For the year ended December 31, 2025, state taxes in California, New York and Michigan make up the majority (greater than 50 percent) of the tax effect in this category.

For the year ended December 31, 2024, state taxes in California, Illinois, Florida, Kansas, Minnesota and Michigan make up the majority (greater than 50 percent) of the tax effect in this category.

For the year ended December 31, 2023, state taxes in California, Maine, New Jersey and New York make up the majority (greater than 50 percent) of the tax effect in this category.

Consolidated income taxes paid (net of refunds) consisted of the following for the years ended December 31 (in thousands):

2025 2024 2023

Deferred tax liabilities at December 31 consisted of the following (in thousands):

Federal $ ( 7,737 ) $ 22,694 $ 18,557

State 6,018 8,445 5,611

Foreign 1,952 ( 95 ) ( 721 )

Total $ 233 $ 31,044 $ 23,447

For the year ended December 31, 2025, New York and Canada exceeded five percent of consolidated income taxes paid (net of refunds), with income taxes paid (net of refunds) of $ 1.0 million and $ 1.9 million, respectively.

For the years ended December 31, 2024 and 2023, no jurisdictions exceeded five percent of consolidated income taxes paid (net of refunds), respectively.

The Company has recorded U.S.

federal, state, and foreign current tax receivables of $ 41.7 million and $ 10.4 million at December 31, 2025 and 2024, respectively, which are presented within prepaid expenses and other current assets in the Company's consolidated balance sheets.

Consolidated deferred tax (assets) liabilities consisted of the following at December 31 (in thousands):

Depreciation $ 13,917 $ 13,523

2 unchanged sentences

Intangible assets 6,706 —

Prepaid expenses 1,428 1,115

Other 157 233

Gross deferred tax liabilities 77,568 95,291

Capitalized research and development costs ( 8,184 ) ( 6,286 )

Research and development expenditures ( 5,840 ) ( 8,184 )

Equity compensation ( 7,108 ) ( 7,148 )

Operating leases ( 11,670 ) ( 11,678 )

Intangible assets — ( 854 )

Operating leases ( 15,619 ) ( 11,670 )

Capital loss carryforward ( 19,132 ) ( 19,392 )

Warranty reserves ( 3,901 ) ( 1,790 )

Investment tax credit carryforward ( 45,984 ) —

Other post-employment benefit plans ( 1,086 ) ( 903 )

Assets held for sale ( 3,310 ) —

Accrued warranties ( 3,114 ) ( 3,901 )

Inventory reserves ( 1,990 ) ( 505 )

Restructuring reserves ( 968 ) ( 972 )

Vacation reserves ( 851 ) ( 653 )

Self-insurance reserves ( 1,013 ) ( 1,000 )

Other ( 3,985 ) ( 2,901 )

2 unchanged sentences

Deferred tax assets, net of valuation allowances ( 90,304 ) ( 38,649 )

Net deferred tax liabilities $ 56,642 $ 57,086

At December 31, 2024, the Company had total net operating loss carry forwards of $ 16.9 million, which included $ 0.2 million for federal and $ 16.7 million for state.

There was no foreign net operating loss carry forward.

The federal and state net operating loss carry forwards expire between 2031 and 2044.

The Company recognized a

total of $ 0.8 million of deferred tax assets, net of the federal tax benefit, related to these net operating losses prior to any valuation allowances, which included $ 0.1 million of federal and $ 0.8 million of state deferred tax assets.

As a result of the sale of the Industrial business during 2021, the Company generated a capital loss of $ 113.7 million for federal and state purposes to the extent allowable under state tax regulations.

Amended Federal returns were filed to carry back $ 3.7 million of capital loss.

Net deferred tax (assets) liabilities $ ( 12,736 ) $ 56,642

The Company has recorded deferred tax assets of $ 17.8 million at December 31, 2025, which are presented within other assets on the Company's consolidated balance sheets.

The Company had total net operating loss carryforwards of $ 30.4 million, which included $ 0.2 million for federal and $ 30.2 million for state at December 31, 2025.

There was no foreign net operating loss carryforward.

The federal and state net operating loss carryforwards expire between 2032 and 2045.

The Company recognized a total of $ 1.3 million of deferred tax assets, net of the federal tax benefit, related to these net operating losses prior to any valuation allowances, which included $ 0.1 million of federal and $ 1.2 million of state deferred tax assets.

In connection with the sale of a business during 2021, the Company generated a capital loss of $ 113.7 million for federal and state purposes to the extent allowable under state tax regulations.

Amended federal returns were filed to carryback $ 3.7 million of capital loss.

As a result of the sale of the Company's electronic locker business within its Residential segment in 2024, $ 29.2 million of the capital loss was utilized to offset the capital gain from the sale, and the valuation allowance was subsequently adjusted.

As of December 31, 2024, the remaining capital loss carry forward is $ 81.3 million.

As of December 31, 2025, the remaining capital loss carryforward is $ 80.8 million.

The capital loss carryforward will expire in 2026.

The Company recognized a total of $ 19.1 million of deferred tax assets, net of the federal benefit, related to this carryforward prior to any valuation allowances, which included $ 16.4 million of federal and $ 2.7 million of state deferred tax assets.

The Company has a full valuation allowance on the capital loss carry forward and as a result there is no deferred tax asset related to the capital loss.

Deferred taxes include net deferred tax assets relating to certain state and foreign tax jurisdictions.

A reduction of the carrying amount of deferred tax assets by a valuation allowance is required if it is more likely than not that such assets will not be realized.

The following sets forth a reconciliation of the beginning and ending amount of the Company’s valuation allowance (in thousands):

The Company has a full valuation allowance on the capital loss carryforward and as a result there is no deferred tax asset related to the capital loss.

During the year ended December 31, 2025, the Company entered into an agreement to purchase approximately $ 82.8 million of transferrable energy-related investment tax credits.

At December 31, 2025, $ 79.5 million of the related purchase commitment was included in accrued expenses on the Company's consolidated balance sheets.

The Company expects to utilize $ 8.3 million of these credits on its 2025 federal return and to carryback approximately $ 28.5 million to its federal returns for the years ended December 31, 2022 through 2024.

In connection with this transaction and other similar transactions during the year ended December 31, 2025, the Company recognized a discount of $ 2.3 million within provision for income taxes from continuing operations in the Company's consolidated statements of operations.

During the year ended December 31, 2024, the Company purchased and utilized approximately $ 12.7 million of transferrable energy-related investment tax credits and recognized a discount of $ 1.0 million within provision for income taxes from continuing operations in the Company's consolidated statements of operations.

At December 31, 2025, the Company had an energy-related investment tax credit carryforward of $ 46.0 million arising from the 2025 transaction described above, and a corresponding deferred tax asset has been recorded.

The Company expects to recognize an additional $ 1.8 million tax benefit related to the discount on the remaining credit upon its future utilization.

These credits will expire in 2047.

Valuation allowances have been recorded relating to certain federal, state, and foreign deferred tax assets if it is more likely than not that such assets will not be realized.

The following sets forth a reconciliation of the beginning and ending amount of the Company’s consolidated valuation allowance (in thousands):

2025 2024 2023

3 unchanged sentences

Balance as of December 31 $ 19,696 $ 19,434 $ 26,593

At December 31, 2024, the Company had approximately $ 3.7 million of undistributed earnings of foreign subsidiaries.

At December 31, 2025, the Company had approximately $ 3.3 million of undistributed earnings of international subsidiaries.

The Company continues to maintain its assertion that all remaining foreign earnings will be indefinitely reinvested.

Any excess earnings could be used to grow the Company's foreign operations through launches of new capital projects or additional acquisitions.

Any excess earnings could be used to grow the Company's international operations through launches of new capital projects or additional acquisitions.

Determination of the amount of unrecognized deferred U.S.

income tax liability related to the Company's remaining unremitted foreign earnings is not practicable due to the complexities associated with its hypothetical calculation.

With respect to outside basis differences other than unremitted earnings, the Company continues to be permanently reinvested and have no plans to liquidate or sell any international subsidiaries.

In addition, the Company has not provided for deferred taxes on any outside basis differences of its domestic subsidiaries as it has the ability and intent to recover these basis differences in a tax-free manner.

It is not practicable to determine the amount of unrecognized deferred tax related to these basis differences.

The Company did not have any unrecognized tax benefits or activity related to such benefits in any of the years presented in the consolidated financial statements.

9 unchanged sentences

The Company considered the impacts of BEPS Pillar 2 on its consolidated financial statements and determined that it meets the revenue threshold to be a BEPS taxpayer, however, the Company has met the safe harbor tests such that no additional tax liability applies.

The (benefit of) provision for income taxes from discontinued operations consisted of the following for the years ended December 31 (in thousands):

2025 2024 2023

federal $ ( 11,500 ) $ 171 $ 5,215

State ( 1,508 ) 738 1,373

Foreign — ( 62 ) 448

Total current ( 13,008 ) 847 7,036

federal ( 30,058 ) ( 259 ) ( 391 )

State ( 7,342 ) 54 ( 305 )

Foreign — — ( 128 )

Total deferred ( 37,400 ) ( 205 ) ( 824 )

(Benefit of) provision for income taxes from discontinued operations $ ( 50,408 ) $ 642 $ 6,212

For the year ended December 31, 2025, benefit of income taxes from discontinued operations includes a $ 3.1 million tax benefit related to Internal Revenue Code ("IRC") Section 45X credits generated by the Company's manufacturing activities.

An additional $ 8.1 million benefit related to IRC Section 45X is included within operating expenses of discontinued operations as these credits are refundable under a direct pay election, and as a result are not included within the benefit of income taxes from discontinued operations in the Company's consolidated statements of operations.

On July 4, 2025, the U.S.

enacted a budget reconciliation package known as the One Big Beautiful Bill Act of 2025 ("OBBBA").

The OBBBA did not have a material impact to the Company's results of operations, cash flows, financial condition or related disclosures for the year ended December 31, 2025.

The Company continues to evaluate the impact of OBBBA on future periods and currently does not expect it to have a material effect on its results of operations, cash flows, financial condition and related disclosures.

(13) EARNINGS PER SHARE

7 unchanged sentences

Common stock units 45 — 26

The Company's leases are classified as operating leases and consist of manufacturing facilities, distribution centers, office space, 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 ten years .

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.

1 unchanged sentence

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 for the years ended December 31 were as follows (in thousands):

The components of lease costs were as follows for the years ended December 31 (in thousands):

2025 2024 2023

2 unchanged sentences

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 for the years ended December 31 were as follows (in thousands):

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 liabilities $ 12,876 $ 10,628 $ 8,835

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 as of December 31 were as follows:

Information related to the Company's lease terms and discount rates were as follows as of December 31:

Weighted-average remaining lease term - operating leases 6.2 years 6.1 years

Weighted-average discount rate - operating leases 5.3 % 5.2 %

The future maturity of the Company's lease liabilities as of December 31, 2024 were as follows (in thousands):

The future maturity of the Company's lease liabilities were as follows as of December 31, 2025 (in thousands):

2026 $ 14,218

8 unchanged sentences

(16) SEGMENT INFORMATION

The Company has four reportable segments:

Residential, Renewables, Agtech and Infrastructure.

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 electronic package solutions, outdoor living space products (sun-shading), rain dispersion systems, metal roofing job site services, and other construction accessories.

• Renewables consists of an operating segment that sells the following products and services to developers, EPCs and owners / operators of solar fields:

design, manufacture and install solar energy mounting systems including foundation, racking, and electrical balance of system.

• Agtech consists of an operating segment that sells the following products and services to large-scale indoor commercial growers and agricultural research and development facilities:

design, manufacture and build advanced-technology turnkey greenhouse growing facilities.

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 seals and other sealants, elastomeric concrete, and bridge cable protection systems.

When determining the Company's Residential reportable segment, the Company aggregated operating segments to be one reportable segment as the aggregation is consistent with the objectives and principles of Topic 280, Segment Reporting, and on the basis that the operating segments have similar economic and operating characteristics.

When determining the Company's Residential and Agtech reportable segments, the Company aggregated operating segments to be one reportable segment as the aggregation is consistent with the objectives and principles of Topic 280, Segment Reporting, and on the basis that the operating segments have similar economic and operating characteristics.

The accounting policies of the Company's segments are the same as those described in Note 1 "Summary of Significant Accounting Policies." The Company evaluates performance of all its reportable segments on income or loss from operations before interest and income taxes.

The following tables illustrate certain measurements used by management to assess the performance of the segments described above for the years ended December 31 (in thousands):

Residential Renewables Agtech Infrastructure Total

Residential Agtech Infrastructure Total

Net sales $ 824,079 $ 219,301 $ 92,121 $ 1,135,501

5 unchanged sentences

Other income, net 2,078

Income before taxes $ 173,925

Residential Renewables Agtech Infrastructure Total

Income before taxes from continuing operations $ 126,576

Residential Agtech Infrastructure Total

Net sales $ 782,519 $ 152,811 $ 88,029 $ 1,023,359

Operating expenses (2) 633,735 141,771 66,734 842,240

Segment profit (loss) 143,068 30,160 ( 928 ) 18,529 190,829

Segment profit 148,784 11,040 21,295 181,119

Reconciliation of segment profit:

Unallocated corporate expenses ( 41,445 )

Interest expense, net ( 3,002 )

Interest income, net 6,171

Other income, net 25,142

Income before taxes $ 148,992

Residential Renewables Agtech Infrastructure Total

Income before taxes from continuing operations $ 170,987

Residential Agtech Infrastructure Total

Net sales $ 814,803 $ 144,967 $ 87,228 $ 1,046,998

Operating expenses (2) 671,735 145,895 68,699 886,329

Segment profit 126,458 25,243 2,914 9,003 163,618

Segment profit (loss) 143,068 ( 928 ) 18,529 160,669

Reconciliation of segment profit:

1 unchanged sentence

Interest expense, net ( 1,958 )

Other expense, net ( 14,565 )

Income before taxes $ 111,490

Other income, net 5,029

Income before taxes from continuing operations $ 123,640

(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.

Additionally, operating expenses includes intangible asset impairment recognized in the Renewables and Agtech reportable segments during the year ended December 31, 2024 and intangible asset impairment in Agtech reportable segment during year ended December 31, 2023.

Additionally, operating expenses include intangible asset impairment recognized in the Agtech reportable segment during the respective years ended December 31, 2024 and 2023.

There was no intangible asset impairment recognized during the year ended December 31, 2025.

1 unchanged sentence

For the Company’s reportable segments, the CODM uses segment income (loss) from operations before interest and income taxes to assess segment performance and allocate resources (including employees, property, and capital resources) for each segment mainly in the annual budget and forecasting process.

The CODM considers forecast-to-actual variances on a monthly basis using the income (loss) from operation before

interest and taxes for each segment when making decisions about allocating capital and personnel to the segments.

The CODM considers forecast-to-actual variances on a monthly basis using the income (loss) from operation before interest and taxes for each segment when making decisions about allocating capital and personnel to the segments.

The CODM also uses income (loss) from operations before interest and income taxes, along with net sales, to assess the performance for each segment by comparing the results of each segment with one another and in the compensation of certain employees.

The following tables are the reported segment’s and unallocated corporate reported depreciation and amortization, and capital expenditures for the years ended December 31 (in thousands):

The assets by reported segment were as follows at December 31 (in thousands):

2025 2024 2023

Residential $ 639,397 $ 497,317 $ 515,739

Agtech 290,785 156,941 168,213

Infrastructure 78,266 78,366 77,518

Total segment assets $ 1,008,448 $ 732,624 $ 761,470

The following table is the reconciliation of total segment assets to consolidated total assets at December 31 (in thousands):

Total segment assets $ 1,008,448 $ 732,624

Reconciliation to consolidated total assets:

Unallocated corporate assets 192,793 295,350

Assets of discontinued operations 192,362 391,436

Total assets $ 1,393,603 $ 1,419,410

The following tables present the reported segments’ and unallocated corporate depreciation and amortization, and capital expenditures for the years ended December 31 (in thousands):

2025 2024 2023

Depreciation and Amortization

Residential $ 13,351 $ 10,416 $ 10,080

Renewables 8,192 8,671 8,467

Agtech 10,368 3,165 3,789

4 unchanged sentences

Residential $ 16,500 $ 10,508 $ 6,913

Renewables 3,101 1,113 3,589

Agtech 24,374 684 1,419

2 unchanged sentences

Total capital expenditures $ 46,413 $ 17,374 $ 13,884

The following table is the reported segment’s and unallocated corporate assets at December 31 (in thousands):

2024 2023 2022

Residential $ 497,317 $ 515,739 $ 519,567

Renewables 390,881 377,694 392,368

Agtech 156,929 168,213 193,966

Infrastructure 78,366 77,518 80,264

Unallocated corporate assets 295,917 117,287 24,448

Total assets $ 1,419,410 $ 1,256,451 $ 1,210,613

The following presents disaggregated revenue by timing of transfer of control to customers by reported segment for the years ended December 31 (in thousands):

Residential Renewables Agtech Infrastructure Total

Residential Agtech Infrastructure Total

Point in Time $ 824,079 $ 1,392 $ 42,226 $ 867,697

1 unchanged sentence

Total net sales $ 824,079 $ 219,301 $ 92,121 $ 1,135,501

Residential Renewables Agtech Infrastructure Total

Residential Agtech Infrastructure Total

Point in Time $ 775,541 $ 2,862 $ 34,393 $ 812,796

1 unchanged sentence

Total net sales $ 782,519 $ 152,811 $ 88,029 $ 1,023,359

Residential Renewables Agtech Infrastructure Total

Residential Agtech Infrastructure Total

Point in Time $ 808,225 $ 4,920 $ 31,547 $ 844,692

1 unchanged sentence

Total net sales $ 814,803 $ 144,967 $ 87,228 $ 1,046,998

Net sales by region or origin and long-lived assets by region of domicile for the years ended and as of December 31 were as follows (in thousands):

Net sales by region or origin and long-lived assets by region of domicile were as follows for the years ended and as of December 31 (in thousands):

2025 2024 2023

North America $ 1,308,764 $ 1,366,012 $ 1,373,907

Asia — 11,724 16,059

$ 1,091,372 $ 968,927 $ 1,022,972

Canada 44,129 54,432 24,026

Total net sales $ 1,135,501 $ 1,023,359 $ 1,046,998

Long-lived assets

North America $ 156,707 $ 154,778 $ 136,553

Asia 70 59 234

$ 176,071 $ 126,288 $ 132,682

Canada 9,740 2,349 2,632

Total long-lived assets $ 185,811 $ 128,637 $ 135,314

(17) SUBSEQUENT EVENT

On February 11, 2025, the Company purchased all the outstanding stock of Lane Supply, Inc., a privately held company that designs, manufactures and installs structural canopies serving the convenience store, travel center, food retail, and quick serve restaurant markets, for $ 120 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.

Lane Supply, Inc.

will be reported as part of the Company's Agtech segment.

(17) 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.

Subsequent to December 31, 2025, the Company completed the sale of certain assets related to the Renewables business to a third-party, refer to Note 18 "Subsequent Events" for additional information.

The remaining portion of the Renewables business is currently marketed as part of an active sale program and the Company expects to complete the disposition of the remaining business prior to June 2026.

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 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 than its carrying amount.

During the quarter ended September 30, 2025, the Company determined that the fair value of the Renewables business had declined due to various headwinds in the renewables sector and other geopolitical factors, resulting in lower credible purchase offers received from market participants.

As a result, the Company recognized an impairment loss before income taxes of $ 162.7 million.

At December 31, 2025, the Renewables business remained classified as held for sale and as a discontinued operation.

Accordingly, the Company performed a fair value less cost to sell analysis as of December 31, 2025 and determined that its carrying amount exceeded fair value less costs to sell and as a result the Company recorded a remeasurement adjustment before income taxes of $ 13.3 million.

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.

The impairment loss and remeasurement adjustment are reflected in the consolidated statements of operations for the year ended December 31, 2025.

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):

2025 December 31,

Assets of the discontinued operations:

Trade receivables, net $ 56,382 $ 54,452

Costs in excess of billings, net 19,390 15,753

Inventories, net 30,954 44,869

Prepaid expenses and other current assets 4,540 17,466

Property, plant, and equipment, net 21,446 22,741

Operating lease assets 5,084 3,463

Goodwill 184,230 184,230

Acquired intangibles 46,303 48,462

Impairment and remeasurement adjustment ( 175,967 ) —

Total assets classified as discontinued operations (1) $ 192,362 $ 391,436

Liabilities of the discontinued operations:

Accounts payable $ 28,320 $ 26,703

Accrued expenses 27,135 29,759

Billings in excess of costs 34,202 27,021

Non-current operating lease liabilities 3,463 1,734

Total liabilities classified as discontinued operations (1) $ 93,120 $ 85,217

(1) Total held for sale assets and liabilities of the discontinued operations are classified as current on the December 31, 2025 consolidated balance sheet as it is probable that the sale will occur and proceeds will be collected within one year from the date the Company committed to the plan to sell.

Amounts as of December 31, 2024 are classified as current and long-term in the consolidated balance sheet, respectively.

The following table presents the major classes of line items comprising (loss) income from discontinued operations before taxes for the years ended December 31, (in thousands):

2025 2024 2023

Net sales $ 233,372 $ 285,405 $ 330,738

Operating expenses 249,637 276,756 299,981

Impairment and remeasurement adjustment (1) 175,967 5,300 597

Other expenses, net 120 411 3,764

Interest expense allocation — — 1,044

(Loss) income before taxes $ ( 192,352 ) $ 2,938 $ 25,352

(1) Intangible assets impairment for the years ended December 31, 2024 and 2023, respectively, resulting from a rebranding initiative that led to the discontinuation of certain indefinite-lived trademarks in 2024, and the write-off of amortizing intangibles assets related to a discontinued product line in 2023.

2023 Divestiture

On December 1, 2023, the Company sold its Japan-based solar racking business within its Renewables segment to a third party.

The $ 8.0 million net proceeds from the sale resulted in a pre-tax net loss of $ 0.6 million and has been presented within other (income) expense in the (loss) income from discontinued operations before taxes for the year ended December 31, 2023.

(18) SUBSEQUENT EVENTS

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.

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 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, the fifth anniversary of the closing date, and the Term Loan B Facility matures on February 2, 2033, the seventh anniversary of the closing date.

Borrowing under the Credit Agreement bear interest, at the Company's option, at an annual rate based on (a) adjusted term 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.

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 customary financial covenants, affirmative and negative covenants, and events of default.

In connection with the entry into the Credit Agreement, on February 2, 2026, the Company terminated the 2022 Credit Agreement.

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 approximately $ 70 million in cash, subject to working capital and other customary post-closing adjustments.

Refer to Note 17 "Discontinued Operations" for more information on the Renewables business which was classified as held for sale and reported as discontinued operations in the Company's consolidated financial statements.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data