GIBRALTAR INDUSTRIES, INC. 10-K

Item 8. Financial Statements and Supplementary Data Page Number Financial Statements: Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) 35 Consolidated Statements of Operations for the Years Ended December 31, 202 5 , 202 4 , and 202 3 37 Consolidated Statements of Comprehensive (Los s) Income for the Years Ended December 31, 202 5 , 202 4 , and 202 3 38 Consolidated Balance Sheets as of December 31, 202 5 and 202 4 39 Consolidated Statements of Cash Flows for the Years Ended December 31, 202 5 , 202 4 , and 202 3 40 Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 202 5 , 202 4 , and 202 3 41 Notes to Consolidated Financial Statements 42 Index for Notes to Consolidated Financial Statements: Note 1. Summary of Significant Accounting Policies 42 Note 2. Revenue 48 Note 3. Inventories, Net 48 Note 4. Property, Plant, and Equipment, Net 49 Note 5. Acquisitions and Divestitures 49 Note 6. Goodwill and Intangible Assets 53 Note 7. Accrued Expenses 54 Note 8. Debt 54 Note 9. Equity-Based Compensation 55 Note 10. Fair Value Measurements 57 Note 11. Exit Activity Costs and Asset Impairments 57 Note 12. Income Taxes 58 Note 13. Earnings per Share 62 Note 14. Leases 62 Note 15. Commitments and Contingencies 63 Note 16. Segment Information 63 Note 1 7 . Discontinued O p erations 66 Note 1 8 . Subsequent Even ts 68 34 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Gibraltar Industries, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Gibraltar Industries, Inc. (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. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 26, 2026 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. 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. 35 Table of Contents 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. Buffalo, New York February 26, 2026 36 Table of Contents GIBRALTAR INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) Years Ended December 31, 2025 2024 2023 Net sales $ 1,135,501 $ 1,023,359 $ 1,046,998 Cost of sales 830,310 721,951 765,144 Gross profit 305,191 301,408 281,854 Selling, general, and administrative expense 182,440 155,734 158,085 Intangible asset impairment — 6,000 3,200 Operating income 122,751 139,674 120,569 Interest (income) expense, net ( 1,747 ) ( 6,171 ) 1,958 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 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. 37 Table of Contents GIBRALTAR INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (in thousands) Years Ended December 31, 2025 2024 2023 Net (loss) income $ ( 44,388 ) $ 137,340 $ 110,533 Other comprehensive income (loss): Foreign currency translation adjustment 1,643 ( 3,212 ) 1,318 Total comprehensive (loss) income $ ( 42,745 ) $ 134,128 $ 111,851 See accompanying notes to consolidated financial statements. 38 Table of Contents GIBRALTAR INDUSTRIES, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except per share data) December 31, 2025 December 31, 2024 Assets Current assets: Cash and cash equivalents $ 115,724 $ 269,480 Trade receivables, net of allowance of $ 2,558 and $ 1,793 , respectively 120,327 114,898 Costs in excess of billings, net 26,799 18,817 Inventories, net 116,770 93,271 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 Property, plant, and equipment, net 130,456 87,079 Operating lease assets 55,355 41,558 Goodwill 415,032 323,189 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 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 108,216 $ 90,705 Accrued expenses 155,807 65,905 Billings in excess of costs 8,879 14,769 Liabilities of discontinued operations 93,120 83,483 Total current liabilities 366,022 254,862 Deferred income taxes 5,116 56,655 Non-current operating lease liabilities 46,199 33,391 Other non-current liabilities 25,868 24,734 Liabilities of discontinued operations — 1,734 Stockholders’ equity: Preferred stock, $ 0.01 par value; authorized 10,000 shares; none outstanding — — Common stock, $ 0.01 par value; authorized 100,000 shares; 34,482 and 34,313 shares issued and outstanding, respectively 345 343 Additional paid-in capital 353,018 343,583 Retained earnings 831,463 875,851 Accumulated other comprehensive loss ( 3,683 ) ( 5,326 ) Treasury stock, at cost; 4,935 and 3,960 shares, respectively ( 230,745 ) ( 166,417 ) Total stockholders’ equity 950,398 1,048,034 $ 1,393,603 $ 1,419,410 See accompanying notes to consolidated financial statements. 39 Table of Contents GIBRALTAR INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Years Ended December 31, 2025 2024 2023 Cash Flows from 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 Intangible asset impairment — 6,000 3,200 Stock compensation expense 8,339 10,045 8,868 Gain on sale of business — ( 25,265 ) — (Benefit of) provision for deferred income taxes ( 1,971 ) ( 276 ) 11,624 Other, net 2,365 4,422 10,186 Changes in operating assets and liabilities net of effects from acquisitions: Trade receivables and costs in excess of billings 12,210 ( 2,731 ) 400 Inventories ( 4,933 ) 1,828 41,427 Other current assets and other assets 516 ( 6,634 ) 408 Accounts payable 7,197 28,419 ( 16,412 ) 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 Cash Flows from Investing Activities Purchases of property, plant, and equipment, net ( 46,130 ) ( 16,852 ) ( 12,850 ) Acquisitions, net of cash acquired ( 210,650 ) — ( 9,863 ) Net proceeds from sale of business 352 28,124 — 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 Long-term debt payments — — ( 141,000 ) Proceeds from long-term debt — — 50,000 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 (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 Cash and cash equivalents at end of year $ 115,724 $ 269,480 $ 99,426 Supplemental disclosure of cash flow information Cash paid for interest $ 1,209 $ 1,050 $ 3,553 See accompanying notes to consolidated financial statements. 40 Table of Contents GIBRALTAR INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands) Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive (Loss) Income Treasury Stock Total Stockholders’ Equity Shares Amount Shares Amount Balance at December 31, 2022 34,060 $ 340 $ 322,873 $ 627,978 $ ( 3,432 ) 3,199 $ ( 125,660 ) $ 822,099 Net income — — — 110,533 — — — 110,533 Foreign currency translation adjustment — — — — 1,318 — — 1,318 Stock compensation expense — — 9,750 — — — — 9,750 Net settlement of restricted stock units 151 2 ( 2 ) — — 58 ( 3,362 ) ( 3,362 ) 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 ) Balance at December 31, 2023 34,219 342 332,621 738,511 ( 2,114 ) 3,778 ( 154,362 ) 914,998 Net income — — — 137,340 — — — 137,340 Foreign currency translation adjustment — — — — ( 3,212 ) — — ( 3,212 ) Stock compensation expense — — 10,963 — — — — 10,963 Net settlement of restricted stock units 86 1 ( 1 ) — — 27 ( 2,035 ) ( 2,035 ) Awards of common stock 8 — — — — — — — Excise tax on repurchase of common shares — — — — — — ( 34 ) ( 34 ) Common stock repurchased under stock repurchase program — — — — — 155 ( 9,986 ) ( 9,986 ) Balance at December 31, 2024 34,313 343 343,583 875,851 ( 5,326 ) 3,960 ( 166,417 ) 1,048,034 Net loss — — — ( 44,388 ) — — — ( 44,388 ) Foreign currency translation adjustment — — — — 1,643 — — 1,643 Stock compensation expense — — 9,239 — — — — 9,239 Net settlement of restricted stock units 151 2 ( 2 ) — — 60 ( 3,846 ) ( 3,846 ) Awards of common stock 13 — — — — — — — Stock options exercised 5 — 198 — — — — 198 Excise tax on repurchase of common shares — — — — — — ( 482 ) ( 482 ) Common stock repurchased under stock repurchase program — — — — — 915 ( 60,000 ) ( 60,000 ) Balance at December 31, 2025 34,482 $ 345 $ 353,018 $ 831,463 $ ( 3,683 ) 4,935 $ ( 230,745 ) $ 950,398 See accompanying notes to consolidated financial statements. 41 Table of Contents GIBRALTAR INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of Gibraltar Industries, Inc. and subsidiaries (the "Company"). All intercompany accounts and transactions have been eliminated in consolidation. Discontinued Operations In June 2025, the Company committed to a plan to sell its Renewables business, which was the sole business in the Renewables segment, which represents a strategic shift that has a significant effect on the Company's operations and financial results, and as such, qualifies for reporting as discontinued operations. The Renewables business results of operations for the periods presented are reflected in the Company's consolidated statements of operations and consolidated statements of cash flows as discontinued operations. Additionally, refer to Note 17 "Discontinued Operations" for information regarding the assets and liabilities of the Renewables business that have been classified as assets and liabilities of discontinued operations in the Company's consolidated balance sheets for the periods presented. Unless otherwise indicated, the consolidated financial statements disclosures and related information disclosed herein relate to the Company's continuing operations, which exclude its Renewables business, and the Company has recast prior period amounts to reflect discontinued operations. Reclassification The Company has presented "Customer relationships, net" as a separate 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 The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates due to uncertainty in the current economic environment. Segment Reporting 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 Revenue is recognized when, or as, the Company transfers control of promised products or services to a customer in an amount that reflects the consideration the Company expects to be entitled in exchange for transferring those products or services. Performance obligations satisfied at a point in time and significant judgments Revenue from contracts with customers is recognized when the Company transfers control of the promised product at a point in time, which is determined when the customer has legal title and the significant risks and rewards of ownership of the asset, and the Company has a present right to payment for the product. The Company allocates the transaction price, which is generally the quoted price per terms of the contract and the consideration the Company expects to receive, to each performance obligation. These products are generally sold with rights of return and these contracts may provide other credits or incentives, which are accounted for as variable consideration. Sales returns, allowances, and customer incentives, including rebates, are treated as reductions to the sales transaction price and based largely on an assessment of all information (i.e., historical, current and forecasted) that is reasonably available to the Company, and estimated at contract inception and updated at the end of each reporting period as additional information becomes available. 42 Table of Contents Performance obligations satisfied over time and significant judgments For a contract to construct an asset that the customer controls as it is being created or enhanced, or a promise to provide a product that has no alternative use to the Company and the Company has enforceable rights to payment, the Company recognizes revenue over time. For the contracts to construct a certain asset, the Company determines that the customer controls the asset while it is being constructed. For the contracts for products that have no alternative use and for which the Company has an enforceable right to payment, the Company identifies these products as products that are not a standard inventory item or the Company cannot readily direct the product to another customer for use without incurring a significant economic loss, or significant costs to rework the product. The Company determines the transaction price for each contract based on the consideration the Company expects to receive for the promised products and services under the entire contract, which is generally the stated contract price based on an expected cost plus a margin. 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. Revenues are recognized proportionally as costs are incurred. Costs to fulfill a contract include all direct costs related to contract performance. On a regular basis for substantially all contracts, the Company reviews its estimates and progress towards completion of its performance obligations. When the Company determines there is a change to any individual contract's estimated total costs to be incurred, the Company recognizes the impact to revenues using the cumulative catch-up method. 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. Contract assets and contract liabilities 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 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 The Company expenses incremental costs of obtaining a contract as incurred when the benefit of those costs is less than twelve months. These incremental costs include, but are not limited to, sales commissions incurred to obtain a contract with a customer. If the Company expects the benefit of the incremental costs to be greater than twelve months, the Company records an asset for those costs which is amortized over the duration of the contract. Cash and Cash Equivalents All highly liquid investments with a maturity of three months or less are considered cash equivalents. Trade Receivables and Allowance for Expected Credit Losses Trade receivables are stated at the amount invoiced to customers less an allowance for expected credit losses. In general, the Company's policy is to not charge interest on trade receivables after the invoice becomes past due. A trade receivable is considered past due if payment has not been received within the agreed upon invoice terms. The Company’s expected credit losses methodology is developed using estimates and historical collection experience, current and future economic and market conditions, and a review of the current status of customers' trade receivables. The Company is exposed to credit losses through sales of products and services. Due to the short-term nature of such trade receivables, the estimated amount of trade receivables that may not be collected is based on aging of the trade receivable balances. Additionally, specific allowance amounts are established to record the appropriate provision for customers that no longer share risk characteristics similar with other trade receivables. The Company’s monitoring activities include timely account reconciliation, dispute resolution, payment confirmation, consideration of customers' financial condition and macroeconomic conditions. Trade receivables are written off when determined to be u ncollectible after all means of collection have been exhausted and the potential for recovery is considered remote. 43 Table of Contents The following table provides a roll-forward of the allowance for expected credit losses for the years ended December 31 (in thousands): 2025 2024 2023 Beginning balance $ 1,793 $ 1,566 $ 2,180 Bad debt expense, net of recoveries 1,085 396 413 Accounts written off against allowance and other adjustments ( 320 ) ( 169 ) ( 1,027 ) Ending balance $ 2,558 $ 1,793 $ 1,566 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 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 Inventories are valued at the lower of cost or net realizable value. Cost is determined using either the first-in, first-out method or the average costing method. Shipping and handling costs are recognized as a component of cost of sales. Property, Plant, and Equipment Property, plant, and equipment are stated at cost and depreciated over their estimated useful lives using the straight-line method. Interest is capitalized in connection with construction of qualified assets. Expenditures that exceed an established dollar threshold and that extend the useful lives of assets are capitalized, while repair and maintenance costs are expensed as incurred. The estimated useful lives of land improvements, buildings, and building improvements are 15 to 40 years, while the estimated useful lives for machinery and equipment are 3 to 20 years. The table below sets forth the depreciation expense recognized during the years ended December 31 (in thousands): 2025 2024 2023 Depreciation expense $ 14,574 $ 12,783 $ 12,526 Acquisition Related Assets and Liabilities Accounting for the acquisition of a business as a purchase transaction requires an allocation of the purchase price to the assets acquired and the liabilities assumed in the transaction at their respective estimated fair values. The most complex estimations of individual fair values are those involving long-lived assets, such as property, plant, and equipment and intangible assets. 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 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. The reporting units are at the component level, or one level below the operating segment level. Goodwill is assigned to each reporting unit as of the date the reporting unit is acquired. The Company may elect to perform a qualitative assessment that considers economic, industry and company-specific factors for some or all of the Company's selected reporting units. If, after completing the assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company proceeds to a quantitative test. The Company may also elect to perform a quantitative test instead of a qualitative test for any or all of the Company's reporting units. The quantitative impairment test consists of comparing the fair value of a reporting unit, determined using two valuation techniques, to its carrying value. 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 44 Table of Contents 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 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. An impairment loss would be recognized for the carrying amount in excess of its fair value. Acquired identifiable intangible assets are recorded at cost. Identifiable intangible assets with finite useful lives are amortized over their estimated useful lives. Refer to Note 6 "Goodwill and Intangible Assets" for additional disclosures regarding the Company's goodwill and intangible assets. Impairment of Long-Lived Assets Long-lived assets, including acquired identifiable intangible assets with finite useful lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of those assets may not be recoverable. In specific situations, when the Company has selected individual assets to be sold or scrapped, the Company obtains market value data for those specific assets and measures and records the impairment loss based on such data. 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. 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. Leases The Company determines if an agreement is, or contains, a lease at the inception of the agreement. At lease commencement, the Company recognizes a right-of-use asset and a lease liability for leases with terms greater than twelve months. The initial lease liability is recognized at the present value of remaining lease payments over the lease term. Leases with an initial term of twelve months or less are not recorded on the Company's consolidated balance sheets. The Company recognizes lease expense for operating leases on a straight-line basis over the lease term. 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 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. Advertising 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 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 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 The Company has a 401(k) plan in which all employees of U.S. subsidiaries are eligible to participate. 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. The Company's one multiemployer plan is underfunded and has a rehabilitation plan in place. The rehabilitation plan requires minimum contributions from the Company. Given 45 Table of Contents 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 operations. Income Taxes 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 The Company measures the cost of equity-based compensation based on grant date fair value and recognizes the cost over the period in which the employee is required to provide service in exchange for the award reduced by forfeitures. Equity-based compensation consists of grants of stock options, deferred stock units, common stock, restricted stock units, and performance stock units. Equity-based compensation expense is included as a component of selling, general, and administrative expenses. Earnings per Share Basic earnings per share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by adjusting the weighted average number of common shares outstanding, as well as dilutive common shares which include shares issuable pursuant to equity based incentive compensation awards under the equity compensation plans described in Note 9 "Equity-Based Compensation." Recent Accounting Pronouncements The Company evaluated all recently issued Financial Accounting Standards Board ("FASB") Accounting Standard Updates ("ASU"), including those that are currently effective in or after 2025, and determined that the adoption of these pronouncements would not have a material effect on the financial position, results of operations or cash flows of the Company, with the exception of the following adopted and not yet adopted recent accounting principles: 46 Table of Contents Standard Description Financial Statement Effect or Other Significant Matters Recent Accounting Pronouncements Adopted ASU No. 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures In December 2023, the FASB issued ASU No. 2023-09, which focuses on the rate reconciliation and income taxes paid. This ASU requires a public business entity to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. The Company adopted this ASU and applied its disclosures retrospectively. As a result, the Company has included the updated 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 ASU No. 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses and ASU No. 2025-01 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date In November 2024, the FASB issued ASU No. 2024-03, which includes amendments that require disaggregated information about certain income statement expense line items to be disclosed in the notes to the financial statements on an annual and interim basis. Additionally, in January 2025, the FASB issued ASU No. 2025-01, which amended the effective date of ASU 2024-03. The amendments in ASU 2024-03 are effective for the Company in its first annual reporting period beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is required to apply the amendments in this ASU prospectively and may apply it retrospectively. 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, 2027. 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. 47 Table of Contents (2) REVENUE Sales includes revenue from contracts with customers for roof and foundation ventilation products, single point and centralized mail systems, trims, flashings, metal roofing, rain dispersion products and other accessories, retractable awnings and gutter guards; designing, engineering, manufacturing and installation of controlled environment agriculture structures, custom greenhouses and structural canopies; structural bearings, expansion joints, pavement sealant, elastomeric concrete and bridge cable protection systems. Refer to Note 16 "Segment Information" for disclosures related to disaggregation of revenue. Payment terms and conditions vary by contract, although terms generally include a requirement of payment within a range from 30 to 60 days, or in certain cases, up front deposits. In circumstances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined that the Company's contracts generally do not include a significant financing component. Taxes collected from customers, which are subsequently remitted to governmental authorities, are excluded from sales. As of December 31, 2025, the Company's remaining performance obligations are part of contracts that have an original expected duration of one year or less. Additionally, as of December 31, 2025 and 2024, there were no assets recognized related to incremental costs of obtaining a contract with a customer as the benefits of these costs are not expected to exceed one year . Contract assets consist of net costs in excess of billings, classified as current assets in the Company's consolidated balance sheets. Contract liabilities consist of billings in excess of costs, classified as current liabilities, and unearned revenue, presented within accrued expenses, in the Company's consolidated balance sheets. Unearned revenue at December 31, 2025 and 2024 was $ 1.4 million and $ 0.7 million, respectively. 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 increase in costs in excess of billings from December 31, 2024 was primarily due to the acquisition of Lane Supply, Inc. in 2025. 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): 2025 2024 Raw material $ 68,528 $ 48,019 Work-in-process 3,656 4,195 Finished goods 44,586 41,057 Inventories, net $ 116,770 $ 93,271 Reserve for excess, obsolete and slow moving inventory as of December 31, 2025 and 2024 was $ 4.4 million and $ 3.0 million, respectively. 48 Table of Contents (4) PROPERTY, PLANT, AND EQUIPMENT, NET Components of property, plant, and equipment consisted of the following at December 31 (in thousands): 2025 2024 Land and land improvements $ 8,194 $ 4,474 Building and improvements 64,059 42,304 Machinery and equipment 218,414 209,709 Construction in progress 20,100 14,001 Property, plant, and equipment, gross 310,767 270,488 Less: accumulated depreciation ( 180,311 ) ( 183,409 ) Property, plant, and equipment, net $ 130,456 $ 87,079 (5) ACQUISITIONS AND DIVESTITURES 2025 Acquisitions During the year ended December 31, 2025, the Company acquired four businesses in separate transactions. One acquired business is included within the Company's Agtech segment and the other three acquired businesses are included in the Company's Residential segment. On February 11, 2025, the Company purchased all the outstanding stock of Lane Supply, Inc. ("Lane Supply"), a privately held company that designs, manufactures and installs structural canopies serving the convenience store, travel center, food retail, and quick serve restaurant markets. The results of Lane Supply have been included in the Company's consolidated financial results since the date of acquisition within the Company's Agtech segment. The purchase consideration for this acquisition was $ 118.0 million, which includes a working capital adjustment and certain other adjustments provided for in the stock purchase agreement, and was funded with cash on hand. On March 31, 2025, the Company acquired two privately held businesses within its Residential segment that primarily specialize in the manufacturing of metal roofing systems, along with metal wall panels, siding and trim products. The Company purchased all the outstanding stock of one of the businesses and substantially all of the assets of the other business for a combined preliminary purchase consideration of $ 92.9 million, which includes preliminary working capital adjustments and certain other adjustments 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 49 Table of Contents 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): Cash $ 2,671 Working capital 19,969 Property, plant and equipment 6,707 Acquired intangible assets 66,900 Other assets 671 Other liabilities ( 17,220 ) Goodwill 38,281 Fair value of purchase consideration $ 117,979 The intangible assets acquired in this acquisition consisted of the following (in thousands): Fair Value Weighted-Average Amortization Period Trademarks $ 6,800 20 years Customer relationships 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): Cash $ 2,241 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 50 Table of Contents 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: From To 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): 2025 2024 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 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 51 Table of Contents 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): Working capital $ 827 Property, plant, and equipment 195 Acquired intangible assets 6,310 Other assets 134 Other liabilities ( 72 ) Goodwill 3,023 Fair value of purchase consideration $ 10,417 The intangible assets acquired in this acquisition consisted of the following (in thousands): Fair Value Weighted-Average Amortization Period Trademarks $ 250 3 years Customer relationships 6,060 12 years Total $ 6,310 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 operations. The acquisition-related costs consisted of the following for the years ended December 31 (in thousands): 2025 2024 2023 Cost of sales $ — $ — $ 12 Selling, general and administrative costs 13,869 491 253 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 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. 52 Table of Contents (6) GOODWILL AND INTANGIBLE ASSETS Goodwill The following table summarizes the goodwill attributable to the Company's reporting units for the periods presented (in thousands): Residential Agtech Infrastructure Total Balance at December 31, 2023 $ 213,576 $ 83,899 $ 31,678 $ 329,153 Other changes (1) ( 4,406 ) ( 1,558 ) — ( 5,964 ) Balance at December 31, 2024 209,170 82,341 31,678 323,189 Acquired goodwill 52,577 38,281 — 90,858 Other changes (1) — 985 — 985 Balance at December 31, 2025 $ 261,747 $ 121,607 $ 31,678 $ 415,032 (1) Other changes in the carrying amounts of goodwill includes adjustment to foreign currency translation in 2025 and 2024 within Agtech, and an adjustment to prior year acquisition and sale of business in 2024 within Residential. Goodwill is recognized net of accumulated impairment losses of $ 133.2 million as of December 31, 2025 and 2024. No goodwill impairment charges were recognized during the years ended December 31, 2025, 2024, and 2023. Annual and Interim Impairment Testing The Company tests goodwill and indefinite-lived intangible assets for impairment on an annual basis as of October 31 and at interim dates when indicators of impairment are present. In 2025, 2024, and 2023, no indicators of impairment were identified as of interim dates; therefore, no interim tests were performed. The Company conducted its annual goodwill impairment test for its six reporting units as of October 31, 2025. A qualitative analysis was conducted for all six reporting units. The 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. Intangible Assets Intangible assets consisted of the following (in thousands): December 31, 2025 December 31, 2024 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Indefinite-lived intangible assets: Trademarks $ 19,570 $ — $ 19,570 $ — Finite-lived intangible assets: Trademarks 13,300 2,253 2,250 1,473 Unpatented technology 26,698 22,851 26,569 20,919 Customer relationships 139,835 30,743 50,650 21,302 Non-compete agreements 500 500 709 634 Backlog 3,500 3,500 — — 183,833 59,847 80,178 44,328 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): 2025 2024 2023 Indefinite-lived trademarks (1) $ — $ 6,000 $ 3,200 (1) Rebranding initiatives that resulted in the discontinuation of certain indefinite-lived trademarks in the Agtech segment in 2024 and 2023. 53 Table of Contents The Company recognized amortization expense related to the definite-lived intangible assets. The following table summarizes amortization expense for the years ended December 31 (in thousands): 2025 2024 2023 Amortization expense $ 15,275 $ 6,337 $ 6,181 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 Amortization expense $ 13,018 $ 12,387 $ 12,147 $ 12,085 $ 11,045 (7) ACCRUED EXPENSES Accrued expenses consisted of the following at December 31 (in thousands): 2025 2024 Compensation $ 14,905 $ 18,369 Customer rebates 19,658 18,066 Current operating lease liability 11,480 9,723 Insurance 5,729 5,773 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 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. (8) DEBT The Company had no outstanding debt as of December 31, 2025 and 2024. 2022 Credit Agreement On December 8, 2022, the Company entered into a credit agreement (the "2022 Credit Agreement") which provided for a revolving credit facility and letters of credit in an aggregate amount equal to $ 400 million. Refer to Note 18 "Subsequent Events" for information regarding the termination of the 2022 Credit Agreement and the new credit agreement the Company entered into on February 2, 2026. The following table sets forth the Company's availability on the revolving credit facility as of December 31 (in thousands): 2025 2024 Total revolving credit facility $ 400,000 $ 400,000 Less: standby letters of credit issued to third parties ( 6,207 ) ( 4,931 ) Availability on revolving credit facility $ 393,793 $ 395,069 Prior to February 2, 2026, the Company could have requested additional financing to increase the revolving credit facility to $ 700 million or enter into a term loan of up to $ 300 million subject to conditions set forth in the 2022 Credit Agreement. The 2022 Credit Agreement contained two financial covenants. As of December 31, 2025, the Company was in compliance with all financial covenants. Borrowings under the 2022 Credit Agreement bore interest, at the 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 54 Table of Contents 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 operations based on the grant-date fair value of the award. The Company uses the straight-line method for recording compensation expense over a vesting period generally up to four years with either graded or cliff vesting. Stock compensation expense recognized during the period is based on the value of the portion of equity-based awards that is ultimately expected to vest during the period reduced by the expense on unvested awards forfeited during the period. The Gibraltar Industries, Inc. Amended and Restated 2018 Equity Incentive Plan (the "Amended 2018 Plan") which includes a total of 1,631,707 shares available for issuance, allows the Company to grant equity-based incentive compensation awards, in the form of non-qualified options, restricted shares, restricted stock units, performance shares, performance stock units, and stock rights to eligible participants. The Gibraltar Industries, Inc. Amended and Restated 2016 Stock Plan for Non-Employee Directors ("Non-Employee Directors Plan") which includes 200,000 shares available for issuance, allows the Company to grant awards of shares of the Company's common stock to current non-employee Directors of the Company, and permits the Directors to defer receipt of such shares pursuant to the terms of the Non-Employee Directors Plan. At December 31, 2025, 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 within continuing operations were as follows during the years ended December 31 (in thousands): 2025 2024 2023 Total stock compensation expense $ 8,339 $ 10,045 $ 8,868 Tax benefits recognized related to stock compensation expense $ 1,912 $ 2,125 $ 2,306 Equity Based Awards - Settled in Stock 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 Awards Number of Awards Weighted Average Grant Date Fair Value Number of Awards Weighted Average Grant Date Fair Value Number of Awards Weighted Average Grant Date Fair Value Deferred stock units 2,172 $ 52.95 3,340 $ 68.86 6,351 $ 54.33 Common stock 13,032 $ 52.95 7,564 $ 68.64 8,468 $ 54.33 Restricted stock units 101,003 $ 62.72 82,930 $ 71.77 99,820 $ 61.93 Performance stock units (1) 144,940 $ 62.05 60,765 $ 77.28 85,323 $ 53.22 (1) The Company’s performance stock units (“PSUs”) represent shares granted for which the final number of shares earned depends on financial performance. 55 Table of Contents Stock Units and Common Stock The following table summarizes stock units and common stock activity during 2025: Restricted Stock Units Weighted Average Grant Date Fair Value Common Stock Weighted Average Grant Date Fair Value PSUs Weighted Average Grant Date Fair Value Deferred Stock Units (2) Weighted Average Grant Date Fair Value 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 Adjustments (1) — $ — — $ — ( 33,420 ) $ 77.28 — $ — Vested ( 100,985 ) $ 49.71 ( 13,032 ) $ 52.95 ( 47,836 ) $ 47.00 ( 2,223 ) $ 36.47 Forfeited ( 8,950 ) $ 63.92 — $ — ( 9,000 ) $ 58.04 — $ — Balance, at December 31 223,408 $ 63.42 — $ — 318,281 $ 59.16 34,439 $ 54.12 (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. The fair value of the restricted stock units, common stock, performance stock units with a financial performance condition, and deferred stock units granted during the three years ended December 31, 2025 was based on the Company's stock price at grant date of the award. The following table sets forth the aggregate fair value of restricted stock units, common stock, performance stock units with a financial performance condition, and deferred stock units that vested during the years ended December 31 (in thousands): 2025 2024 2023 Aggregate fair value of vested restricted stock units $ 6,328 $ 4,626 $ 4,740 Aggregate fair value of vested common stock $ 690 $ 519 $ 460 Aggregate fair value of vested performance stock units $ 3,143 $ 788 $ 3,999 Aggregate fair value of vested deferred stock units $ 115 $ 230 $ 345 As of December 31, 2025, there was $ 10.7 million of total unrecognized compensation cost related to non-vested restricted stock units and performance stock units. This cost is expected to be recognized over a weighted average period of 2.57 years. Equity Based Awards - Settled in Cash Management Stock Purchase Plan The Company's equity-based awards that are settled in cash are the awards under the Management Stock Purchase Plan (the "MSPP") which is authorized under the Company's equity incentive plans. The MSPP provides participants the ability to defer a portion of their compensation, convertible to unrestricted investments, restricted stock units, or a combination of both, or defer a portion of their directors’ fees, convertible to restricted stock units. Employees eligible to defer a portion of their compensation also receive a company-matching award in restricted stock units equal to a percentage of their deferred compensation. The deferrals and related company match are credited to an account that represents a share-based liability. The portion of the account deferred to unrestricted investments is measured at fair market value of the unrestricted investments, and the portion of the account deferred to restricted stock units and company-matching restricted stock units is measured at a 200-day average of the Company's stock price. The account will be converted to and settled in cash payable to participants upon retirement or a termination of their service to the Company. Total MSPP liabilities recorded on the consolidated balance sheet as of December 31, 2025 were $ 22.2 million, of which $ 3.1 million was included in accrued expenses and $ 19.1 million was included in other non-current liabilities. Total MSPP liabilities recorded on the consolidated balance sheet as of December 31, 2024 were $ 23.7 million, of which $ 3.2 million was included in accrued expenses and $ 20.5 million was included in other non-current liabilities. The value of the restricted stock units within the MSPP liabilities was $ 15.7 million and $ 18.1 million at December 31, 2025 and 2024, respectively. 56 Table of Contents The following table provides the number of restricted stock units credited to active participant accounts, balance of vested and unvested restricted stock units within active participant accounts, payments made with respect to MSPP liabilities and MSPP expense during years ended December 31: 2025 2024 2023 Restricted stock units credited 21,762 43,566 48,921 Restricted stock units balance, vested and unvested 155,046 205,221 199,946 Share-based liabilities paid (in thousands) $ 3,286 $ 2,821 $ 2,392 MSPP (recovery) expense (in thousands) $ ( 106 ) $ 3,890 $ 4,710 (10) FAIR VALUE MEASUREMENTS Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Depending on the nature of the asset or liability, various techniques and assumptions can be used to estimate fair value. A financial asset or 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. • Level 2 - Observable inputs other than quoted prices in active markets for similar assets and liabilities. • Level 3 - Inputs that are unobservable inputs for the asset or liability. The Company had no financial assets or liabilities measured at fair value on a recurring basis and did not have any financial instruments for which carrying value differed from its fair value at December 31, 2025 and 2024. As of December 31, 2025, the Company had no outstanding indebtedness on its revolving credit facility under the 2022 Credit Agreement. The 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. The Company did not have any other material assets or liabilities carried at fair value and measured on a recurring basis as of December 31, 2025 and 2024. Other non-recurring fair value measurements 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. The Company also applied fair value principles for the goodwill impairment tests performed during 2025, 2024, and 2023. 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. 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 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. 57 Table of Contents The following table sets forth the exit activity costs (recoveries) and asset impairment charges (recoveries) incurred by segment related to the restructuring activities described above during the years ended December 31 (in thousands): 2025 2024 2023 Exit Activity Asset Impairment Total Exit Activity Asset Impairment Total Exit Activity Asset Impairment Total Residential $ 6,345 $ 689 $ 7,034 $ 678 $ ( 72 ) $ 606 $ 960 $ 3,851 $ 4,811 Agtech 958 295 1,253 477 — 477 718 — 718 Infrastructure — — — — — — — — — Corporate 31 — 31 83 — 83 ( 32 ) — ( 32 ) Total $ 7,334 $ 984 $ 8,318 $ 1,238 $ ( 72 ) $ 1,166 $ 1,646 $ 3,851 $ 5,497 The following table provides a summary of where the above exit activity costs and asset impairments are recorded in the consolidated statements of operations for the years ended December 31 (in thousands): 2025 2024 2023 Cost of sales $ 3,004 $ 153 $ 4,565 Selling, general, and administrative expense 5,314 1,013 932 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 sheets relating to the Company’s restructuring efforts (in thousands): 2025 2024 Balance as of January 1 $ 121 $ 23 Exit activity costs recognized 7,334 1,238 Cash payments ( 6,640 ) ( 1,140 ) Balance as of December 31 $ 815 $ 121 (12) INCOME TAXES The components of income before taxes from continuing operations consisted of the following for the years ended December 31 (in thousands): 2025 2024 2023 Domestic $ 126,226 $ 165,982 $ 124,484 Foreign 350 5,005 ( 844 ) Income before taxes from continuing operations $ 126,576 $ 170,987 $ 123,640 The provision for income taxes from continuing operations consisted of the following for the years ended December 31 (in thousands): 2025 2024 2023 Current: U.S. federal $ 24,930 $ 27,901 $ 16,300 State 6,055 7,155 4,739 Foreign 6 1,163 ( 416 ) Total current 30,991 36,219 20,623 Deferred: U.S. federal ( 1,499 ) ( 180 ) 9,007 State ( 457 ) ( 298 ) 2,417 Foreign ( 15 ) 202 200 Total deferred ( 1,971 ) ( 276 ) 11,624 Provision for income taxes $ 29,020 $ 35,943 $ 32,247 58 Table of Contents The provision for income taxes from continuing operations differs from the federal statutory rate of 21 % due to the following for the years ended December 31 (in thousands, except for percentages): 2025 2024 2023 U.S. federal statutory tax rate $ 26,581 21.0 % $ 35,907 21.0 % $ 25,964 21.0 % State and local income taxes, net of federal income tax effect (1) 4,335 3.4 % 5,298 3.1 % 5,607 4.5 % Foreign tax effects ( 70 ) ( 0.1 ) % 319 0.2 % ( 40 ) — % Effect of changes in tax laws or rates enacted in the current period — — % — — % — — % Effect of cross-border tax laws ( 52 ) — % ( 91 ) ( 0.1 ) % ( 46 ) — % Tax credits: Energy-related tax credits ( 2,356 ) ( 1.8 ) % ( 1,013 ) ( 0.6 ) % — — % Other tax credits ( 346 ) ( 0.3 ) % ( 683 ) ( 0.4 ) % ( 444 ) ( 0.4 ) % Change in valuation 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 % 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 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. 59 Table of Contents Consolidated deferred tax (assets) liabilities consisted of the following at December 31 (in thousands): 2025 2024 Depreciation $ 13,917 $ 13,523 Goodwill 40,345 69,155 Operating leases 15,015 11,265 Intangible assets 6,706 — Prepaid expenses 1,428 1,115 Other 157 233 Gross deferred tax liabilities 77,568 95,291 Research and development expenditures ( 5,840 ) ( 8,184 ) Equity compensation ( 7,108 ) ( 7,148 ) Intangible assets — ( 854 ) Operating leases ( 15,619 ) ( 11,670 ) Capital loss carryforward ( 19,132 ) ( 19,392 ) 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 ) Gross deferred tax assets ( 110,000 ) ( 58,083 ) Valuation allowances 19,696 19,434 Deferred tax assets, net of valuation allowances ( 90,304 ) ( 38,649 ) 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, 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 carryforward and as a result there is no deferred tax asset related to the capital loss. 60 Table of Contents 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 Balance as of January 1 $ 19,434 $ 26,593 $ 26,488 Cost charged to the tax provision 522 11 105 Reductions ( 260 ) ( 7,170 ) — Balance as of December 31 $ 19,696 $ 19,434 $ 26,593 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 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. The Company classifies accrued interest and penalties related to unrecognized tax benefits in income tax expense. No interest or penalties have been recognized during the years presented. The Company and its U.S. subsidiaries file a U.S. federal consolidated income tax return. Foreign and U.S. state jurisdictions have statute of limitations generally ranging from four to ten years . In December 2021, the Organization for Economic Cooperation and Development introduced Base Erosion and Profit Shifting ("BEPS") Pillar 2 rules that impose a global minimum tax rate of 15%. Numerous countries, including European Union member states, have enacted or are expected to enact legislation to be effective for tax years beginning as early as January 1, 2024, with general implementation of global minimum tax by January 1, 2025. 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. 61 Table of Contents 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 Current: U.S. federal $ ( 11,500 ) $ 171 $ 5,215 State ( 1,508 ) 738 1,373 Foreign — ( 62 ) 448 Total current ( 13,008 ) 847 7,036 Deferred: U.S. 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 Weighted average shares outstanding for basic and diluted earnings were as follows for the years ended December 31 (in thousands): 2025 2024 2023 Basic weighted average shares outstanding 29,875 30,538 30,626 Dilutive effect of common stock options and stock units 109 231 159 Diluted weighted average shares outstanding 29,984 30,769 30,785 The following table provides the potential anti-dilutive common stock units not included in the diluted weighted average shares calculations for the years ended December 31 (in thousands): 2025 2024 2023 Common stock units 45 — 26 (14) LEASES The Company's leases are classified as operating leases and consist of manufacturing facilities, offices, vehicles and equipment. Most of the Company's leases include one or more options to renew, with renewal terms that can extend the respective lease term from one month to fifteen years . The exercise of lease renewal options is at the Company's sole discretion. As of December 31, 2025 and 2024, the Company's renewal options are not part of the Company's operating lease assets and operating lease liabilities. Certain leases also include options to purchase at fair value the underlying leased asset at the Company's sole discretion. 62 Table of Contents The components of lease costs were as follows for the years ended December 31 (in thousands): 2025 2024 2023 Operating lease cost $ 17,293 $ 14,344 $ 10,597 Short-term lease cost 279 326 807 Total lease cost $ 17,572 $ 14,670 $ 11,404 Information related to the Company's operating right-of-use assets and related operating lease liabilities were as follows for the years ended December 31 (in thousands): 2025 2024 2023 Cash paid for amounts included in the measurement of operating lease liabilities $ 14,256 $ 11,106 $ 9,063 Right-of-use assets obtained in exchange for new lease liabilities $ 28,410 $ 8,824 $ 26,921 Information related to the Company's lease terms and discount rates were as follows as of December 31: 2025 2024 Weighted-average remaining lease term - operating leases 6.2 years 6.1 years Weighted-average discount rate - operating leases 5.3 % 5.2 % The future maturity of the Company's lease liabilities were as follows as of December 31, 2025 (in thousands): 2026 $ 14,218 2027 10,662 2028 9,714 2029 8,900 2030 8,088 After 2030 16,266 Total lease payments 67,848 Less: present value discount ( 10,169 ) Present value of lease liabilities $ 57,679 The Company uses its incremental borrowing rate based on information available at the commencement date of a lease in determining the present value of lease payments as the rates implicit in most of the Company's leases are not readily determinable. (15) COMMITMENTS AND CONTINGENCIES The Company is a party to certain claims and legal actions generally incidental to its business. Management does not believe that the outcome of any claims, or other claims which are not clearly determinable at the present time, would result in a material adverse effect on the Company's financial condition or results of operations. (16) SEGMENT INFORMATION The Company has three reportable segments: Residential, Agtech and Infrastructure. The Company's reportable segments are each managed separately because they design, engineer, manufacture, and where applicable install, distinct products with different production processes. • Residential consists of operating segments that sell the following products and services to major retail home centers, building material wholesalers, building product distributors, roofing distributors, residential contractors, property management companies, manufactured housing dealers, postal services distributors and providers, and online direct to end consumers: roof and foundation ventilation products, single point and centralized mail systems and package solutions, outdoor living space products (sun-shading), rain dispersion systems, metal roofing job site services, and other construction accessories. • Agtech consists of operating segments that sell the following products and services to large-scale indoor commercial growers, agricultural research, development facilities, as well as convenience store, travel centers, food retailers, and quick-serve restaurants: design, manufacture and build controlled environment agriculture structures, custom greenhouses and structural canopies. 63 Table of Contents • 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 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): 2025 Residential Agtech Infrastructure Total Net sales $ 824,079 $ 219,301 $ 92,121 $ 1,135,501 Less (1): Operating expenses (2) 686,884 209,497 70,079 966,460 Segment profit 137,195 9,804 22,042 169,041 Reconciliation of segment profit: Unallocated corporate expenses ( 46,290 ) Interest income, net 1,747 Other income, net 2,078 Income before taxes from continuing operations $ 126,576 2024 Residential Agtech Infrastructure Total Net sales $ 782,519 $ 152,811 $ 88,029 $ 1,023,359 Less (1): Operating expenses (2) 633,735 141,771 66,734 842,240 Segment profit 148,784 11,040 21,295 181,119 Reconciliation of segment profit: Unallocated corporate expenses ( 41,445 ) Interest income, net 6,171 Other income, net 25,142 Income before taxes from continuing operations $ 170,987 2023 Residential Agtech Infrastructure Total Net sales $ 814,803 $ 144,967 $ 87,228 $ 1,046,998 Less (1): Operating expenses (2) 671,735 145,895 68,699 886,329 Segment profit (loss) 143,068 ( 928 ) 18,529 160,669 Reconciliation of segment profit: Unallocated corporate expenses ( 40,100 ) Interest expense, net ( 1,958 ) Other income, net 5,029 Income before taxes from continuing operations $ 123,640 Footnotes: (1) The significant expense category and amounts align with the segment-level information that is regularly provided to the CODM. 64 Table of Contents (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 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. The Company’s CODM consisted of the Company’s chief executive officer during the years ended December 31, 2025, 2024 and 2023. 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 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 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): 2025 2024 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 Agtech 10,368 3,165 3,789 Infrastructure 2,845 2,972 3,137 Unallocated corporate expenses 3,285 2,567 1,701 Total depreciation and amortization $ 29,849 $ 19,120 $ 18,707 Capital expenditures Residential $ 16,500 $ 10,508 $ 6,913 Agtech 24,374 684 1,419 Infrastructure 1,243 1,152 1,313 Unallocated corporate expenditures 4,296 5,030 4,239 Total capital expenditures $ 46,413 $ 17,374 $ 13,884 65 Table of Contents The following presents disaggregated revenue by timing of transfer of control to customers by reported segment for the years ended December 31 (in thousands): 2025 Residential Agtech Infrastructure Total Point in Time $ 824,079 $ 1,392 $ 42,226 $ 867,697 Over Time — 217,909 49,895 267,804 Total net sales $ 824,079 $ 219,301 $ 92,121 $ 1,135,501 2024 Residential Agtech Infrastructure Total Point in Time $ 775,541 $ 2,862 $ 34,393 $ 812,796 Over Time 6,978 149,949 53,636 210,563 Total net sales $ 782,519 $ 152,811 $ 88,029 $ 1,023,359 2023 Residential Agtech Infrastructure Total Point in Time $ 808,225 $ 4,920 $ 31,547 $ 844,692 Over Time 6,578 140,047 55,681 202,306 Total net sales $ 814,803 $ 144,967 $ 87,228 $ 1,046,998 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 Net sales U.S. $ 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 U.S. $ 176,071 $ 126,288 $ 132,682 Canada 9,740 2,349 2,632 Total long-lived assets $ 185,811 $ 128,637 $ 135,314 (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. 66 Table of Contents 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): December 31, 2025 December 31, 2024 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. 67 Table of Contents 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 Acquisition On February 2, 2026, the Company purchased all the outstanding equity interests of Arundel Square Garden LLC, a Delaware limited liability company, the owner of OmniMax, for $ 1.335 billion in an all cash transaction, subject to customary adjustments related to working capital, indebtedness, cash and transaction expenses, and for which the preliminary price allocation has not been determined, using a combination of cash on hand and proceeds from new indebtedness, as described below. OmniMax is a leading U.S.- and Canada-based manufacturer of residential roofing accessories and rainwater management systems, and will be reported as part of the Company's Residential segment. Debt In connection with the acquisition of OmniMax, on February 2, 2026, the Company entered into a new credit agreement with Bank of America, N.A., as administrative agent and collateral agent, and other financial institutions from time to time party thereto. The Credit Agreement provides for (i) a senior secured revolving credit facility in an initial aggregate principal amount of up to $ 500 million, (ii) a senior secured term loan A facility in an initial aggregate principal amount of up to $ 650 million and (iii) a senior secured term loan B facility in an initial aggregate principal amount of up to $ 650 million. Letters of credit are available under the Credit Agreement in an aggregate amount of up to $ 100 million. Borrowings under the Credit Agreement, together with cash on 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. Disposition On February 20, 2026, the Company sold certain assets within its Renewables business pertaining to its electrical balance of systems products. The sale of these assets generated net proceeds of 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. 68 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.