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Item 9A. Controls and Procedures

2026-02-26 compared with 2025-02-19 · 44 added, 33 removed, 162 unchanged (32% of the section changed)

9 unchanged sentences

Based on the Company’s evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2025.

The Company completed four acquisitions in 2025, which were excluded from management's annual report on internal control over financial reporting as of December 31, 2025.

The Company acquired Lane Supply, Inc.

on February 11, 2025, Construction Metal Products, Inc.

and Mountain Companies (Flatiron Steel, LLC, Teton Steel, LLC, & Epic Steel, LLC) on March 31, 2025, and Gideon Steel Panel Company, LLC on July 31, 2025.

Since their respective acquisition dates, the results of these acquired businesses are included in the Company's 2025 consolidated financial statements and collectively constituted 9%, 3%, 5%, and 1% of total assets, respectively, as of December 31, 2025 and 9%, 3%, 2%, and 0.3% of net sales, respectively, for the year then ended.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included below in this Item 9A of this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

The Company implemented a new Enterprise Resource Planning (“ERP”) system for two of the Company's operating units in the Residential segment during the quarter ended December 31, 2024.

The implementation of these ERP systems are expected to, among other things, improve user access security and automate a number of accounting and reporting processes and activities, thereby decreasing the amount of manual processes previously required.

Except for the implementations of these ERP systems, there have been no changes in the Company’s internal control over financial reporting (as defined by Rule 13a-15(f)) that occurred during the three months ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

There have been no changes in the Company’s internal control over financial reporting (as defined by Rule 13a-15(f)) that occurred during the three months ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

4 unchanged sentences

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

As indicated in the accompanying Management's Annual Report on Internal Control Over Financial Reporting, management's assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Construction Metal Products, Inc., Gideon Steel Panel Company, LLC, Mountain Companies (Flatiron Steel, LLC, Teton Steel, LLC, & Epic Steel, LLC), and Lane Supply, Inc., which are included in the 2025 consolidated financial statements of the Company and constituted 3%, 1%, 5%, and 9% of total assets, respectively, as of December 31, 2025 and 3%, 0.3%, 2%, and 9% of net sales, respectively, for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Construction Metal Products, Inc., Gideon Steel Panel Company LLC, Mountain Companies (Flatiron Steel, LLC, Teton Steel, LLC & Epic Steel, LLC), and Lane Supply, Inc.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2025 consolidated financial statements of the Company and our report dated February 26, 2026 expressed an unqualified opinion thereon.

12 unchanged sentences

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

and (3) provide reasonable

assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

1 unchanged sentence

/s/ Ernst & Young LLP

Boston, Massachusetts

Buffalo, New York

February 26, 2026

Other information

During the quarter ended December 31, 2024, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408(a) of Regulation S-K.

During the quarter ended December 31, 2025, none of the Company's directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408(a) of Regulation S-K .

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

1 unchanged sentence

Directors, Executive Officers and Corporate Governance

The information called for by this Item 10 is incorporated herein by reference to the Company’s definitive proxy statement (which will be filed with the SEC pursuant to Regulation 14A under the Exchange Act) relating to the 2025 Annual Meeting (the "Proxy Statement") including under the captions "Proposal 1 - Election of Directors," "Corporate Governance," "Directors and Executive Officers of the Company" and "Stockholders' Proposals," as applicable.

The information called for by this Item 10 is incorporated herein by reference to the Company’s definitive proxy statement for the 2026 Annual Meeting of Stockholders (the "2026 Proxy Statement"), which will be filed with the SEC pursuant to Regulation 14A under the Exchange Act not later than 120 days after the end of the Company's fiscal year ended December 31, 2025.

Such information will appear under the captions "Proposal 1 - Election of Directors," "Corporate Governance," and "Directors and Executive Officers of the Company," as applicable.

Code of Ethics

3 unchanged sentences

The information on the Company's website is not, and shall not be deemed to be, a part of this Report or incorporated into any other filings made with the SEC.

Insider Trading Policies and Procedures

The Company has adopted an insider trading policy that governs the purchase, sale, and/or other dispositions of our securities that applies to our directors, officers, employees, and other covered persons and entities, that the Company believes is reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards.

Insider Trading Arrangements and Policies

The Company has adopted an insider trading policy that governs the purchase, sale, and/or other dispositions of its securities that applies to the Company and its directors, officers, employees, and other covered persons and entities, that the Company believes is reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards.

A copy of the Company's insider trading policy is filed with this Annual Report on Form 10-K as Exhibit 19.1.

Executive Compensation

The information called for by this Item 11 is incorporated herein by reference to the Proxy Statement including under the captions "Non-Employee Director Compensation," "Compensation Discussion and Analysis," and "Compensation of Executive Officers." The information set forth under the subcaption "Compensation and Human Capital Committee Report" and "Audit Committee Report" should not be deemed filed nor should it be incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act except to the extent the Company specifically incorporates such reports by reference therein.

The information called for by this Item 11 is incorporated herein by reference to the 2026 Proxy Statement including under the captions "Non-Employee Director Compensation," "Compensation Discussion and Analysis," "Compensation and Human Capital Committee Report," and "Compensation of Executive Officers", excluding the information under the subheading "Pay Versus Performance".

The information set forth under the subcaption "Compensation and Human Capital Committee Report" should not be deemed filed nor should it be incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act except to the extent the Company specifically incorporates such reports by reference therein.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information in the section "Security Ownership of Certain Beneficial Owners and Management" of the Proxy Statement is incorporated herein by reference.

The information in the sections "Equity Compensation Plan Information" and "Security Ownership of Certain Beneficial Owners and Management" of the 2026 Proxy Statement is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

3 unchanged sentences

Exhibits and Financial Statement Schedules

(a) The following documents are filed as part of this Annual Report on Form 10K:

(1) Consolidated Financial Statements:

(a) The following documents are filed as part of this report:

(1) Financial Statements:

(i) Report of Independent Registered Public Accounting Firm

(ii) Consolidated Statements of Income for the Years Ended December 31, 2024, 2023, and 2022

(iii) Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2024, 2023, and 2022

(ii) Consolidated Statements of Operations for the Years Ended December 31, 2025, 2024, and 2023

(iii) Consolidated Statements of Comprehensive (Loss) Income for the Years Ended December 31, 2025, 2024, and 2023

(iv) Consolidated Balance Sheets as of December 31, 2025 and 2024

2 unchanged sentences

(vii) Notes to Consolidated Financial Statements

(2) Financial Statement Schedule:

(2) Financial Statement Schedules:

All schedules are omitted because they are not required, or because the required information is provided in the consolidated financial statements, including the notes thereto.

(3) Exhibits Required by Item 601 of Regulation S-K:

The list of exhibits to this Annual Report on Form 10-K is set forth on the attached Exhibit Index .

Each management contract or compensatory plan or arrangement is identified as such in the Exhibit Index.

The list of exhibits to this report is set forth on the attached " Exhibit Index ." Each management contract or compensatory plan or arrangement is identified as such in the Exhibit Index .

(b) Exhibits:

The documents listed in the Exhibit Index are filed or furnished with this Annual Report on Form 10-K or incorporated by reference into this Annual Report on Form 10-K.

The exhibits listed in the " Exhibit Index " are filed or furnished with this report or incorporated by reference into this report.

Exhibit Index

Securities Purchase Agreement, by and among Gibraltar Industries, Inc., Arundel Square Garden LLC and Barnsbury Estate LLC, dated as of November 16, 2025 (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed November 17, 2025) (1)

Certificate of Incorporation of Gibraltar Industries, Inc., as amended by:

4 unchanged sentences

filed on May 11, 2015, (v) Certificate of Change of Registered Agent and/or Registered Office filed on January 10, 2019, (vi) Certificate of Amendment of Certificate of Incorporation of Gibraltar Industries, Inc.

filed on May 6, 2021 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed on August 3, 2021), and (vii) Certificate of Amendment of Certificate of Incorporation of Gibraltar Industries, Inc.

filed on May 3, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 8, 2023)

Second Amended and Restated By-Laws of Gibraltar Industries, Inc., effective as of December 7, 2022 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K/A filed on December 9, 2022)

Description of Registrant's Securities (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K/A filed on December 9, 2022)

filed on May 6, 2021 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed August 3, 2021), (vii) Certificate of Amendment to the Certificate of Incorporation of Gibraltar Industries, Inc.

filed on May 3, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed May 8, 2023), and (viii) Certificate of Amendment of the Certificate of Incorporation of Gibraltar Industries, Inc.

filed on May 1, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed May 1, 2025)

Description of Registrant's Securities (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K/A filed December 9, 2022)

Correspondence dated December 17, 2018, from William P.

6 unchanged sentences

Bosway to Joseph A.

Lovechio (incorporated by reference to Exhibit 10.3 to the Company's Annual Report on Form 10-K for the year ended December 31, 2024 filed February 19, 2025)

Correspondence dated October 13, 2020, from William T.

Bosway to Katherine E.

Bolanowski **

Bolanowski (incorporated by reference to Exhibit 10.4 to the Company's Annual Report on Form 10-K for the year ended December 31, 2024 filed February 19, 2025)

Correspondence dated April 11, 2023, from William T.

Bosway to Janet A.

Catlett (incorporated by reference to Exhibit 10.5 to the Company's Annual Report on Form 10-K for the year ended December 31, 2024 filed February 19, 2025)

Gibraltar Industries, Inc.

Change in Control Executive Severance Plan, effective as of July 28, 2023 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on August 2, 2023)

Change in Control Executive Severance Plan, effective as of July 28, 2023 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed August 2, 2023)

Change in Control Agreement between the Company and William T.

Bosway dated December 17, 2018 and effective January 2, 2019 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed January 7, 2019), as amended by First Amendment to Change in Control Agreement and Employment Agreement , dated July 28, 2023 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on August 2, 2023)

Gibraltar Deferred Compensation Plan Amended and Restated, effective January 1, 2009 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed February 24, 2009)

7 unchanged sentences

and Wells Fargo Bank, National Association, as co-documentation agents (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed December 9, 2022) (1)

Credit Agreement, dated as of February 2, 2026, by and among Gibraltar Industries, Inc., the lenders and other parties party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed February 2, 2026) (1)

Gibraltar Industries, Inc.

5 unchanged sentences

Gibraltar Industries, Inc.

Amended and Restated 2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 8, 2023)

Amended and Restated 2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed May 8, 2023)

Gibraltar Industries, Inc.

1 unchanged sentence

Gibraltar Industries, Inc.

2015 Equity Incentive Plan Form of Award of Non-Qualified Options dated December 31, 2015 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed January 7, 2016)

Gibraltar Industries, Inc.

Amended and Restated 2016 Stock Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed May 5, 2022)

15 unchanged sentences

Amended and Restated 2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023 filed November 2, 2023)

Insider Trading Policy

Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2024 filed February 19, 2025)

Subsidiaries of the Registrant

15 unchanged sentences

104** Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

(1) Schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The Company agrees to furnish any omitted schedules or exhibits upon the request of the Securities and Exchange Commission.

A list of the omitted schedules and exhibits to this agreement is set forth in the agreement.

(1) Schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the U.S.

Securities and Exchange Commission;

provided, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules so furnished.

* Document is a management contract or compensatory plan or agreement.

26 unchanged sentences

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 9A. Controls and Procedures