What changed in this filing

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Item 1. Financial Statements

2026-05-07 compared with 2025-10-30 · 210 added, 248 removed, 344 unchanged (57% of the section changed)

4 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Net sales $ 356,287 $ 246,357

2 unchanged sentences

Selling, general, and administrative expense 83,327 41,198

Operating income 39,942 43,173 108,103 114,087

Operating (loss) income ( 4,456 ) 28,655

Interest expense (income), net 13,024 ( 1,637 )

Other (income) expense, net ( 814 ) 76

Income before taxes from continuing operations 41,929 44,702 111,402 118,027

Provision for income taxes 8,724 10,890 25,644 30,277

Income from continuing operations 33,205 33,812 85,758 87,750

Discontinued operations:

(Loss) income before taxes from discontinued operations ( 163,178 ) 772 ( 171,722 ) 4,571

(Loss) income before taxes from continuing operations ( 16,666 ) 30,216

(Benefit of) provision for income taxes ( 4,614 ) 7,101

(Loss) income from discontinued operations ( 122,267 ) 227 ( 127,697 ) 3,433

(Loss) income from continuing operations ( 12,052 ) 23,115

Discontinued operations:

Loss before taxes from discontinued operations ( 59,871 ) ( 3,163 )

Benefit of income taxes ( 4,453 ) ( 1,167 )

Loss from discontinued operations ( 55,418 ) ( 1,996 )

Net (loss) income $ ( 67,470 ) $ 21,119

Net earnings per share – Basic:

Income from continuing operations $ 1.12 $ 1.11 $ 2.87 $ 2.87

(Loss) income from discontinued operations ( 4.11 ) — ( 4.27 ) 0.11

Net (loss) earnings per share – Basic:

(Loss) income from continuing operations $ ( 0.40 ) $ 0.76

Loss from discontinued operations ( 1.86 ) ( 0.06 )

Net (loss) income $ ( 2.26 ) $ 0.70

Weighted average shares outstanding – Basic 29,796 30,252

Net earnings per share – Diluted:

Income from continuing operations $ 1.11 $ 1.10 $ 2.85 $ 2.85

(Loss) income from discontinued operations ( 4.09 ) 0.01 ( 4.25 ) 0.11

Net (loss) earnings per share – Diluted:

(Loss) income from continuing operations $ ( 0.40 ) $ 0.76

Loss from discontinued operations ( 1.86 ) ( 0.07 )

Net (loss) income $ ( 2.26 ) $ 0.69

5 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Net (loss) income $ ( 67,470 ) $ 21,119

6 unchanged sentences

(in thousands, except per share data)

September 30,

2026 December 31,

11 unchanged sentences

Goodwill 932,219 415,032

Acquired intangibles 153,907 55,420

Customer relationships, net 631,704 109,092

Other intangibles, net 142,707 34,464

Other assets 21,337 20,318

Non-current assets of discontinued operations — 258,896

$ 2,787,495 $ 1,393,603

6 unchanged sentences

Total current liabilities 497,341 366,022

Long-term debt 1,220,825 —

Deferred income taxes 11,127 5,116

1 unchanged sentence

Other non-current liabilities 24,196 25,868

Non-current liabilities of discontinued operations — 9,383

Stockholders’ equity:

17 unchanged sentences

(in thousands)

Nine Months Ended

September 30,

Three Months Ended

Cash Flows from Operating Activities

Net (loss) income $ ( 67,470 ) $ 21,119

(Loss) income from discontinued operations ( 127,697 ) 3,433

Income from continuing operations 85,758 87,750

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

Loss from discontinued operations ( 55,418 ) ( 1,996 )

(Loss) income from continuing operations ( 12,052 ) 23,115

Adjustments to reconcile (loss) income from continuing operations to net cash (used in) provided by operating activities:

Depreciation and amortization 15,903 6,806

Stock compensation expense 1,859 2,860

Provision for (benefit of) deferred income taxes 7 ( 615 )

Other, net 2,448 ( 144 )

5 unchanged sentences

Accrued expenses and other non-current liabilities ( 10,439 ) ( 7,905 )

Net cash provided by operating activities of continuing operations 105,380 131,551

Net cash provided by operating activities of discontinued operations 26,168 22,784

Net cash provided by operating activities 131,548 154,335

Net cash (used in) provided by operating activities of continuing operations ( 34,553 ) 5,085

Net cash (used in) provided by operating activities of discontinued operations ( 6,614 ) 8,599

Net cash (used in) provided by operating activities ( 41,167 ) 13,684

Cash Flows from Investing Activities

3 unchanged sentences

Net cash used in investing activities of continuing operations ( 1,346,024 ) ( 194,990 )

Net cash used in investing activities of discontinued operations ( 1,015 ) ( 2,470 )

Net cash provided by (used in) investing activities of discontinued operations 74,944 ( 674 )

Net cash used in investing activities ( 1,271,080 ) ( 195,664 )

Cash Flows from Financing Activities

Proceeds from long-term debt 1,325,000 —

Long-term debt payments ( 75,000 ) —

Payment of debt issuance costs ( 29,254 ) —

Purchase of common stock at market prices ( 3,857 ) ( 62,394 )

Net proceeds from issuance of common stock 198 —

Net cash used in financing activities ( 63,542 ) ( 10,940 )

Net cash provided by (used in) financing activities 1,216,889 ( 62,394 )

Effect of exchange rate changes on cash ( 19 ) 8

Net (decrease) increase in cash and cash equivalents ( 180,077 ) 129,453

Net decrease in cash and cash equivalents ( 95,377 ) ( 244,366 )

Cash and cash equivalents at beginning of year 115,724 269,480

9 unchanged sentences

Shares Amount Shares Amount

Balance at June 30, 2025 34,419 $ 344 $ 350,259 $ 922,974 $ ( 3,015 ) 4,913 $ ( 229,382 ) $ 1,041,180

Net loss — — — ( 89,062 ) — — — ( 89,062 )

Foreign currency translation adjustment — — — — ( 765 ) — — ( 765 )

Stock compensation expense — — 1,458 — — — — 1,458

Net settlement of restricted stock units 52 1 ( 1 ) — — 20 ( 1,241 ) ( 1,241 )

Stock options exercised 5 — 198 — — — — 198

Excise tax on repurchase of common stock — — — — — — 6 6

Balance at September 30, 2025 34,476 $ 345 $ 351,914 $ 833,912 $ ( 3,780 ) 4,933 $ ( 230,617 ) $ 951,774

Balance at June 30, 2024 34,274 $ 343 $ 338,978 $ 795,655 $ ( 3,496 ) 3,797 $ ( 155,809 ) $ 975,671

Net income — — — 34,039 — — — 34,039

Foreign currency translation adjustment — — — — 703 — — 703

Stock compensation expense — — 2,328 — — — — 2,328

Net settlement of restricted stock units 24 — — — — 8 ( 506 ) ( 506 )

Excise tax on repurchase of common stock — — — — — — ( 15 ) ( 15 )

Common stock repurchased under stock repurchase program — — — — — 139 ( 8,987 ) ( 8,987 )

Balance at September 30, 2024 34,298 $ 343 $ 341,306 $ 829,694 $ ( 2,793 ) 3,944 $ ( 165,317 ) $ 1,003,233

See accompanying notes to consolidated financial statements.

GIBRALTAR INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

Common Stock Additional

Paid-In Capital Retained Earnings Accumulated

Comprehensive Loss Treasury Stock Total

Stockholders’ Equity

Shares Amount Shares Amount

Balance at December 31, 2025 34,482 $ 345 $ 353,018 $ 831,463 $ ( 3,683 ) 4,935 $ ( 230,745 ) $ 950,398

3 unchanged sentences

Net settlement of restricted stock units 192 2 ( 2 ) — — 78 ( 3,375 ) ( 3,375 )

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

Stock options exercised 5 — 198 — — — — 198

Excise tax on repurchase of common stock — — — — — — ( 485 ) ( 485 )

Common stock repurchased under stock repurchase program — — — — — 915 ( 60,000 ) ( 60,000 )

Balance at September 30, 2025 34,476 $ 345 $ 351,914 $ 833,912 $ ( 3,780 ) 4,933 $ ( 230,617 ) $ 951,774

Balance at March 31, 2026 34,674 $ 347 $ 354,993 $ 763,993 $ ( 4,581 ) 5,013 $ ( 234,120 ) $ 880,632

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

3 unchanged sentences

Net settlement of restricted stock units 88 1 ( 1 ) — — 36 ( 2,369 ) ( 2,369 )

Awards of common stock 7 — — — — — — —

Excise tax on repurchase of common stock — — — — — — ( 566 ) ( 566 )

Common stock repurchased under stock repurchase program — — — — — 915 ( 60,000 ) ( 60,000 )

Balance at September 30, 2024 34,298 $ 343 $ 341,306 $ 829,694 $ ( 2,793 ) 3,944 $ ( 165,317 ) $ 1,003,233

Balance at March 31, 2025 34,401 $ 344 $ 346,653 $ 896,970 $ ( 5,277 ) 4,911 $ ( 229,352 ) $ 1,009,338

See accompanying notes to consolidated financial statements.

6 unchanged sentences

In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for the fair presentation of results for the interim period have been included.

The Company's operations are seasonal;

for this and other reasons financial results for any interim period are not necessarily indicative of the results expected for any subsequent interim period or for the full year.

The Company's operations are seasonal, for this and other reasons financial results for any interim period are not necessarily indicative of the results expected for any subsequent interim period or for the full year.

The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 2025.

10 unchanged sentences

(2) TRADE RECEIVABLES, NET

The following table provides a roll-forward of the allowance for credit losses for the nine month period ended September 30, 2025 that is deducted from the amortized cost basis of trade receivables to present the net amount expected to be collected (in thousands):

The following table provides a roll-forward of the allowance for credit losses for the three month period ended March 31, 2026 that is deducted from the amortized cost basis of trade receivables to present the net amount expected to be collected (in thousands):

Beginning balance as of January 1, 2026 $ 2,558

Allowance for credit losses acquired in business combination 1,020

Bad debt expense, net of recoveries 268

Accounts written off against allowance and other adjustments ( 517 )

Ending balance as of September 30, 2025 $ 2,394

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.

Ending balance as of March 31, 2026 $ 3,329

Sales includes revenue from contracts with customers for roofing accessories, metal roofing products and services, rain dispersion products, roof and foundation ventilation products, single point and centralized mail and package solutions, outdoor living space products (sun-shading), and other construction accessories;

designing, engineering, manufacturing and installation of controlled environment agriculture structures, custom greenhouses and structural canopies;

expansion joints, structural bearings, pavement sealant, elastomeric concrete and bridge cable protection systems.

Refer to Note 12 "Segment Information" for disclosures related to disaggregation of revenue.

As of September 30, 2025, the Company's remaining performance obligations are part of contracts that have an original expected duration of one year or less.

For the three and nine months ended September 30, 2025 and 2024, respectively, there were no changes to estimated total costs to be incurred related to any individual contract that materially impacted the Company's consolidated financial statements.

As of March 31, 2026, the Company's remaining performance obligations are part of contracts that have an original expected duration of one year or less.

For the three months ended March 31, 2026 and 2025, respectively, there were no changes to estimated total costs to be incurred related to any individual contract that materially impacted the Company's consolidated financial statements.

Contract assets consist of net costs in excess of billings, classified as current assets in the Company's consolidated balance sheets.

Contract liabilities consist of billings in excess of costs, classified as current liabilities, and unearned revenue, presented within accrued expenses, in the Company's consolidated balance sheets.

Unearned revenue as of September 30, 2025 and December 31, 2024 was $ 1.0 million and $ 0.7 million, respectively.

The Company recognized revenue of $ 13.4 million and $ 15.0 million during the nine months ended September 30, 2025 and 2024, respectively, that was included in the contract liabilities balance of $ 15.4 million and $ 17.3 million at December 31, 2024 and 2023, respectively.

Unearned revenue as of March 31, 2026 and December 31, 2025 was $ 0.8 million and $ 1.4 million, respectively.

The Company recognized revenue of $ 7.1 million and $ 10.3 million during the three months ended March 31, 2026 and 2025, respectively, that was included in the contract liabilities balance of $ 10.3 million and $ 15.4 million at December 31, 2025 and 2024, respectively.

(4) INVENTORIES, NET

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Raw material $ 170,071 $ 68,528

2 unchanged sentences

Total inventories, net $ 268,110 $ 116,770

Reserve for excess, obsolete and slow moving inventory as of September 30, 2025 and December 31, 2024 was $ 3.2 million and $ 3.0 million, respectively.

Reserve for excess, obsolete and slow moving inventory as of March 31, 2026 and December 31, 2025 was $ 6.9 million and $ 4.4 million, respectively.

(5) ACQUISITIONS

During the nine months ended September 30, 2025, the Company acquired four businesses in separate transactions all of which were funded with cash on hand.

2026 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 International, LLC ("OmniMax"), a leading U.S.- and Canada-based manufacturer of residential roofing accessories and rainwater management systems.

The results of OmniMax 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 $ 1.344 billion, which is subject to customary adjustments provided for in the securities purchase agreement, and was funded using a combination of cash on hand and proceeds from new indebtedness.

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

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 acquisition.

Goodwill recognized in this acquisition is 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 residential roofing accessories and rainwater management systems markets.

Due to the timing of certain adjustments provided for in the purchase agreement as described above, the Company is still collecting information necessary to finalize the purchase consideration.

Accordingly, the amount recorded is provisional and may change if additional information is obtained regarding facts and circumstances that existed as of the acquisition date and that would have affected the measurement of the

amount recognized at that date.

The final determination of the fair value of certain assets and liabilities will be completed within a measurement period of up to one year from the date of the acquisition.

The final value 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 OmniMax, the preliminary excess consideration was recorded as goodwill and approximated $ 519.0 million none of which is deductible for tax purposes.

The final purchase price allocation will be completed no later than the first quarter of fiscal year 2027.

The preliminary allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed is as follows as of the date of the acquisition (in thousands):

Working capital 114,185

Property, plant and equipment 61,217

Acquired intangible assets 640,000

Other assets 122,517

Other liabilities ( 119,027 )

Goodwill 519,029

Fair value of purchase consideration $ 1,343,786

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

Fair Value Weighted-Average Amortization Period

Trademarks $ 110,000 18 years

Customer relationships 530,000 15 years

Total $ 640,000

Since the acquisition date through March 31, 2026, OmniMax contributed approximately $ 88.9 million in net sales and $ 2.4 million in operating loss.

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.

2 unchanged sentences

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.

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 $ 90.5 million, which includes preliminary working capital adjustments and certain other adjustments provided for in the purchase agreements.

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 purchase consideration of $ 92.6 million, which includes 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 $ 8.9 million and $ 11.3 million as of March 31, 2026 and December 31, 2025, respectively, 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.

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 purchase consideration for this acquisition was $ 16.0 million, which includes 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 allocated to the assets acquired and liabilities assumed based upon their respective fair values estimated as of the date of acquisitions.

Goodwill recognized in these acquisitions are primarily attributable to factors such as future economic benefits arising from other assets acquired that could not be individually identified including workforce additions, growth opportunities, and increased presence in domestic agtech structures and metal roofing markets, respectively.

Due to the timing of these acquisitions, we continue to gather information supporting the acquired assets and assumed liabilities.

Accordingly, all amounts recorded are provisional.

These provisional amounts are subject to change if new information is obtained concerning facts and circumstances that existed as of the acquisition dates that, if known, would have affected the measurement of the amounts recognized as of that date.

Since the respective acquisition dates, the Company has recorded measurement-period adjustments, including an adjustment related to the acquisition of one of the privately held businesses acquired on March 31, 2025 as a result of new information obtained about facts and circumstances that existed as of the acquisition date and included an increase of $ 26.3 million to acquired intangible assets and a corresponding decrease to goodwill.

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 $ 20.2 million to acquired intangible assets and a corresponding decrease to goodwill.

The impact of this adjustment, and other measurement-period adjustments, which would have been recognized in previous periods if the provisional amounts had been finalized as of the respective acquisition dates, have not materially impacted the Company's consolidated statements of operations.

The final determination of the fair value of certain assets and liabilities will be completed within a measurement period of up to one year from the date of acquisitions.

The final values may also result in changes to depreciation and amortization expense related to certain assets such as property, plant and equipment and acquired intangible assets.

For the acquisition of Lane Supply, the preliminary excess consideration was recorded as goodwill and approximated $ 38.3 million, none of which is deductible for tax purposes.

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

The preliminary allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed is as follows as of the date of the acquisition (in thousands):

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):

Working capital 19,969

11 unchanged sentences

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 $ 28.9 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 $ 12.4 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):

For the acquisition of the two metal roofing businesses acquired on March 31, 2025, the excess consideration was recorded as goodwill and approximated $ 42.2 million, all of which is deductible for tax purposes.

For the acquisition of the metal roofing business acquired on July 31, 2025, the excess consideration was recorded as goodwill and approximated $ 8.8 million, all 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 in the acquisitions of the three metal roofing businesses is as follows as of the respective date of the acquisitions (in thousands):

Working capital 10,118

11 unchanged sentences

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 September 30, 2025, Lane Supply and the three privately held businesses contributed approximately $ 121.6 million in net sales and $ 9.6 million in operating income.

The Company recognized costs related to recent acquisitions comprised of legal and consulting fees within selling, general, and administrative expense of $ 0.8 million and $ 3.9 million for the three and nine months ended September 30, 2025, respectively.

No acquisition costs were incurred in the three and nine months ended September 30, 2024, respectively.

Pro Forma Information (Unaudited)

As the the Company acquired the following businesses during the nine months ended September 30, 2025, the following periods are not included in the Company's consolidated statements of operations by acquisition as follows:

As noted above, during the three months ended March 31, 2026, the Company completed the acquisition of OmniMax, and during the three months ended March 31, 2025, the Company completed the acquisitions of Lane Supply and two privately held metal roofing businesses.

Accordingly, the Company's consolidated statements of operations do not include certain periods prior to each acquisition, as described below.

Acquisition Date Acquired Period Not Included:

OmniMax February 2, 2026 January 1, 2026 February 1, 2026

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 for the three and nine months ended September 30, 2025 and 2024, assuming these acquisitions had been completed on January 1, 2024 (in thousands):

The following unaudited pro forma financial information represents a summary of the consolidated results of continuing operations of the Company for the three months ended March 31, 2026 and 2025, assuming the acquisition of OmniMax had been completed on January 1, 2025, and the acquisitions of Lane Supply and the two privately held metal roofing businesses had been completed on January 1, 2024 (in thousands):

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Net sales $ 393,666 $ 381,099

Operating income 24,611 26,460

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.

These pro forma amounts have been compiled by combining the historical results of these businesses with the results of the Company, after applying applicable accounting policies and pro forma adjustments, primarily for:

(i) amortization that would have been recognized assuming preliminary fair value adjustments to intangible assets and fair value step-up of inventory had been applied from January 1, 2025 for OmniMax;

(ii) elimination of non-recurring acquisition and related integration costs associated with the OmniMax acquisition;

and (iii) amortization that would have been recognized assuming fair value adjustments to intangible assets had been applied from January 1, 2024 for Lane Supply and the two privately held metal roofing businesses.

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.

(6) GOODWILL AND RELATED INTANGIBLE ASSETS

The changes in the carrying amount of goodwill for the nine months ended September 30, 2025 are as follows (in thousands):

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 three months ended March 31 (in thousands):

Cost of sales $ 7,100 $ —

Selling, general and administrative costs 16,722 2,551

Total acquisition related costs $ 23,822 $ 2,551

(6) GOODWILL AND INTANGIBLE ASSETS

The changes in the carrying amount of goodwill for the three months ended March 31, 2026 are as follows (in thousands):

Residential Agtech Infrastructure Total

1 unchanged sentence

Acquired goodwill 519,029 — — 519,029

Adjustments to prior year acquisitions ( 1,609 ) — — ( 1,609 )

Foreign currency translation — ( 233 ) — ( 233 )

Balance at September 30, 2025 $ 250,524 $ 121,273 $ 31,678 $ 403,475

Goodwill is recognized net of accumulated impairment losses of $ 133.2 million as of September 30, 2025 and December 31, 2024.

Balance at March 31, 2026 $ 779,167 $ 121,374 $ 31,678 $ 932,219

Goodwill is recognized net of accumulated impairment losses of $ 133.2 million as of March 31, 2026 and December 31, 2025.

The Company is required to regularly assess whether a triggering event has occurred which would require interim impairment testing.

The Company determined that no triggering event had occurred as of September 30, 2025 which would require an interim impairment test to be performed.

Acquired Intangible Assets

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

September 30, 2025 December 31, 2024

The Company determined that no triggering event had occurred as of March 31, 2026 which would require an interim impairment test to be performed.

Intangible Assets

Intangible assets consisted of the following (in thousands):

March 31, 2026 December 31, 2025

Amount Accumulated

4 unchanged sentences

Finite-lived intangible assets:

Backlog 3,500 3,500 — —

Trademarks 123,300 3,526 13,300 2,253

1 unchanged sentence

Customer relationships 671,098 39,394 139,835 30,743

Non-compete agreements 500 500 709 634

821,046 66,205 179,833 55,847

Total acquired intangible assets $ 210,734 $ 56,827 $ 99,748 $ 44,328

The following table summarizes the acquired intangible asset amortization expense (in thousands):

Total intangible assets $ 840,616 $ 66,205 $ 199,403 $ 55,847

The following table summarizes the intangible asset amortization expense (in thousands):

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Amortization expense $ 10,333 $ 3,421

Amortization expense related to acquired intangible assets for the remainder of fiscal 2025 and the next five years thereafter is estimated as follows (in thousands):

Amortization expense related to intangible assets for the remainder of fiscal 2026 and the next five years thereafter is estimated as follows (in thousands):

2026 2027 2028 2029 2030 2031

1 unchanged sentence

(7) LONG-TERM DEBT

The Company had no outstanding debt as of September 30, 2025 and December 31, 2024.

The following table summarizes the Company's long-term debt at March 31, 2026 (in thousands):

Term Loan A Facility $ 625,000

Term Loan B Facility 600,000

Revolving Credit Facility 25,000

On December 8, 2022, the Company entered into a Credit Agreement (the "Credit Agreement") which provides for a revolving credit facility and letters of credit in an aggregate amount equal to $ 400 million.

The following table sets forth the Company's availability on the revolving credit facility as of (in thousands):

September 30, 2025 December 31, 2024

Unamortized debt issuance costs ( 29,175 )

Less current maturities —

Total long-term debt $ 1,220,825

The Company had no outstanding debt at December 31, 2025.

The aggregate contractual maturities of long-term debt during each of the five annual periods after March 31, 2026 (in thousands):

2027 2028 2029 2030 2031

Aggregate amount of maturities

$ — $ 7,500 $ 32,500 $ 32,500 $ 577,500

Effective February 2, 2026

Revolving Credit Facility, Term Loan A Facility and Term Loan B Facility

In connection with the acquisition of OmniMax, on February 2, 2026, the Company entered into a new credit agreement (the "Credit Agreement") with Bank of America, N.A., as administrative agent and collateral agent, and other financial institutions 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 (the "Revolving Credit Facility"), (ii) a senior secured term loan A facility in an initial aggregate principal amount of $ 650 million (the "Term Loan A Facility") and (iii) a senior secured term loan B facility in an initial aggregate principal amount of $ 650 million (the "Term Loan B Facility").

Letters of credit are available under the Credit Agreement in an aggregate amount of up to $ 100 million.

The Company capitalized $ 29.3 million of debt issuance costs incurred in connection with the Credit Agreement.

In addition, $ 0.8 million of unamortized deferred debt issuance costs related to the 2022 Credit Agreement were carried forward as the Credit Agreement was accounted for as a modification and are being amortized over the remaining term of the Credit Agreement.

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, and the Term Loan B Facility matures on February 2, 2033.

The Term Loan A Facility amortizes on a quarterly basis with escalating payment percentages over the life of the loan, with the remaining balance due at maturity.

Quarterly principal amortization is required as follows:

(i) 0.625 % of the aggregate initial principal amount of the Term Loan A Facility for each fiscal quarter from the quarter ending June 30, 2026 through and including the quarter ending March 31, 2028;

(ii) 1.25 % of the aggregate initial principal amount of the Term Loan A Facility for each fiscal quarter from the quarter ending June 30, 2028 through and including the quarter ending March 31, 2030;

and (iii) 1.875 % of the aggregate initial principal amount of the Term

Loan A Facility for each fiscal quarter from the quarter ending June 30, 2030 through and including the last full fiscal quarter prior to the maturity date.

All remaining unpaid principal amounts of any outstanding Term Loan A Facility are due on the maturity date.

The Term Loan B Facility amortizes on a quarterly basis at 0.25 % of the aggregate initial principal amount of the Term Loan B Facility, with all remaining unpaid principal amounts of any outstanding Term Loan B Facility due on the maturity date.

In February 2026, the Company made prepayments of $ 25.0 million on the Term Loan A Facility and $ 50.0 million of the Term Loan B Facility.

In accordance with the Credit Agreement, such prepayments were applied to future scheduled amortization payments in order of maturity.

Borrowings under the Credit Agreement bear interest, at the Company's option, at an annual rate based on (a) adjusted term secured overnight financing rate ("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.

For the Term Loan A Facility and the Revolving Credit Facility, the applicable rate under the Credit Agreement ranges from 1.375 % to 2.25 % for Term SOFR loans and 0.375 % to 1.25 % for Base Rate loans, in each case based on the Company’s consolidated first lien net leverage ratio per the Credit Agreement.

For the Term Loan B Facility, the applicable rate under the Credit Agreement ranges from 1.75 % to 2.25 % for Term SOFR loans and 0.75 % to 1.25 % for Base Rate loans, in each case based on the Company’s consolidated first lien net leverage ratio.

Undrawn commitment fees under the Revolving Credit Facility range from 0.175 % to 0.275 % based on 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 financial covenants requiring the Company to maintain a maximum consolidated total net leverage ratio of 5.25 to 1.00, which steps down to 4.25 to 1.00 over time, and a minimum interest coverage ratio of 3.00 to 1.00, in each case measured as of the last day of each fiscal quarter, with measurement to commence on the last day of the first full fiscal quarter after February 2, 2026.

The maximum consolidated total net leverage ratio may be increased at the Company's option by 0.50 times in connection with certain qualifying material acquisitions.

The Credit Agreement contains certain affirmative and negative covenants that limit the ability of the Company, among other things and subject to certain significant exceptions, to incur debt or liens, make investments, enter into certain mergers, consolidations, asset sales and acquisitions, pay dividends and make other restricted payments and enter into transactions with affiliates.

In addition, the Credit Agreement contains certain events of default, including relating to a change of control.

If an event of default occurs, the lenders under the Credit Agreement will be entitled to take various actions, including the acceleration of amounts due under the Credit Agreement.

The following table sets forth the Company's revolving credit facility availability under the Credit Agreement as of March 31, 2026 (in thousands):

Total revolving credit facility $ 500,000

borrowings outstanding under the revolving credit facility ( 25,000 )

standby letters of credit issued to third parties ( 8,434 )

Availability on revolving credit facility $ 393,793 $ 395,069

The Company can request additional financing to increase the revolving credit facility to $ 700 million or enter into a term loan of up to $ 300 million subject to conditions set forth in the Credit Agreement.

The Credit Agreement contains two financial covenants.

As of September 30, 2025, the Company was in compliance with all financial covenants.

The Credit Agreement terminates on December 8, 2027.

Borrowings under the Credit Agreement bear interest, at the Company’s option, at a rate equal to the applicable margin plus (a) a base rate, (b) a daily simple secured overnight financing rate ("SOFR") rate, (c) a term SOFR rate or (d) for certain foreign currencies, a foreign currency rate, in each case subject to a 0 % floor.

The Credit Agreement includes an applicable margin which ranges from 0.125 % to 1.00 % for base rate loans and from 1.125 % to 2.00 % for SOFR and alternative currency loans based on the Company’s Total Net Leverage Ratio, as defined in the Credit Agreement.

In addition, the Credit Agreement is subject to an annual commitment fee, payable quarterly, which ranges between 0.20 % and 0.25 % of the daily average undrawn balance of the revolving credit facility based on the Company’s Total Net Leverage Ratio.

Borrowings under the Credit Agreement are secured by the trade receivables, inventory, personal property, equipment, and general intangibles of the Company’s significant domestic subsidiaries.

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

Revolving credit facility availability $ 466,566

The carrying values of borrowings under the Company's Revolving Credit Facility, Term Loan A Facility and Term Loan B Facility approximate fair value due to the variable rate features of these instruments.

Prior to February 2, 2026

Revolving Credit Facility

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.

At December 31, 2025, the Company had no outstanding borrowings and had $ 6.2 million of letters of credit issued to third parties.

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

There were no outstanding borrowings under the 2022 Credit Agreement as of the date of termination or at March 31, 2026.

(8) EQUITY-BASED COMPENSATION

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Equity-Based Awards - Settled in Stock

The following table provides the number of stock units granted during the nine months ended September 30, along with the weighted-average grant-date fair value of each award:

The following table provides the number of stock units granted, along with the weighted-average grant-date fair value of each award, during the three months ended March 31,:

Awards Number of

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Restricted stock units 57,509 $ 45.16 50,741 $ 64.91

Deferred stock units 2,172 $ 52.95 3,340 $ 68.86

Common shares 13,032 $ 52.95 6,680 $ 68.86

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

(2) The PSUs granted in 2024, based on the Company's return on invested capital ("ROIC") for the performance period ended December 31, 2024, earned 45.0 % of the targeted PSUs awarded.

Therefore, 27,345 units will convert to shares and be issued in 2027.

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

(2) Includes 74,440 of target PSUs granted, none of which were earned or will be issued, as actual performance did not exceed the minimum achievement threshold.

Equity-Based Awards - Settled in Cash

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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 September 30, 2025 were $ 23.2 million, of which $ 4.3 million was included in current accrued expenses and $ 18.9 million was included in non-current liabilities.

Total MSPP liabilities recorded on the consolidated balance sheet as of March 31, 2026 were $ 19.5 million, of which $ 2.3 million was included in current accrued expenses and $ 17.2 million was included in non-current liabilities.

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 current accrued expenses and $ 19.1 million was included in non-current liabilities.

The value of the restricted stock units within the MSPP liabilities was $ 16.5 million and $ 18.1 million at September 30, 2025 and December 31, 2024, respectively.

The value of the restricted stock units within the MSPP liabilities was $ 12.3 million and $ 15.7 million at March 31, 2026 and December 31, 2025, respectively.

The following table provides the number of restricted stock units credited to active participant accounts and the payments made with respect to MSPP liabilities:

Nine Months Ended

September 30,

Three Months Ended

Restricted stock units credited 4,639 18,283

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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 write-downs during the nine months ended September 30, 2025 .

As a result, the Company has incurred costs related to discrete restructuring events for moving and closing facilities, severance and inventory write-downs during the three months ended March 31, 2026 .

The following tables set forth the exit activity costs and asset impairment charges (recoveries) incurred by segment related to the restructuring activities described above (in thousands):

Three Months Ended

September 30,

Exit Activity Asset Impairment Total Exit Activity Asset Impairment Total

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Total $ 2,043 $ 267 $ 2,310 $ 1,236 $ — $ 1,236

Nine Months Ended

September 30,

Exit Activity Asset Impairment Total Exit Activity Asset Impairment Total

Residential $ 3,512 $ — $ 3,512 $ 251 $ ( 72 ) $ 179

Agtech 415 157 572 477 — 477

Infrastructure — — — — — —

Corporate 31 — 31 35 — 35

Total $ 3,958 $ 157 $ 4,115 $ 763 $ ( 72 ) $ 691

The following table provides a summary of where the exit activity costs and asset impairments were recorded in the consolidated statements of operations (in thousands):

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Cost of sales $ 445 $ 234

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Cash payments ( 1,649 ) ( 837 )

Balance at September 30 $ 481 $ 312

Balance at March 31 $ 1,209 $ 520

(10) INCOME TAXES

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Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Provision for income taxes (in thousands) $ 8,724 $ 10,890 $ 25,644 $ 30,277

(Benefit of) provision for income taxes (in thousands) $ ( 4,614 ) $ 7,101

Effective tax rate 27.7 % 23.5 %

The effective tax rate for the three months ended September 30, 2025 was less than the U.S.

federal statutory rate of 21% due to favorable discrete items related to an excess tax benefit on stock-based compensation and the benefit of purchased tax credits that will be carried back to prior tax years.

The effective tax rate for the nine months ended September 30, 2025 was greater than the U.S.

federal statutory rate of 21% due to state taxes and nondeductible permanent differences partially offset by the discrete items as previously noted.

The effective tax rate for the three and nine months ended September 30, 2024 was greater than the U.S.

federal statutory rate of 21% due to state taxes and nondeductible permanent differences partially offset by favorable discrete items due to an excess tax benefit on stock-based compensation.

(11) EARNINGS PER SHARE

Weighted average shares outstanding for basic and diluted earnings were as follows (in thousands):

The effective tax rate for the three months ended March 31, 2026 was greater than the U.S.

federal statutory rate of 21% due to state taxes and nondeductible permanent differences partially offset by benefits related to tax credit generation or utilization.

The effective tax rate for the three months ended March 31, 2025 was greater than the U.S.

federal statutory rate of 21% due to state taxes and nondeductible permanent differences partially offset by benefits related to tax credit generation or utilization and favorable discrete items due to an excess tax benefit on stock-based compensation.

(11) (LOSS) EARNINGS PER SHARE

Weighted average shares outstanding for basic and diluted (loss) earnings were as follows (in thousands):

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Basic weighted average shares outstanding 29,796 30,252

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Dilutive weighted average shares outstanding 29,796 30,474

For periods in which the Company has reported a loss from continuing operations, diluted (loss) earnings per share is the same as basic (loss) earnings per share, as the effects of common stock units outstanding are antidilutive and, therefore, excluded from the calculation of diluted (loss) earnings per share.

The following table provides the potential anti-dilutive common stock units not included in the diluted weighted average shares calculations (in thousands):

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Common stock units 140 60

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• Residential consists of operating segments that sell the following products and services to major retail home centers, building material wholesalers, building product distributors, roofing distributors, residential contractors, property management companies, manufactured housing dealers, postal services distributors and providers, and online direct to end consumers:

roof and foundation ventilation products, single point and centralized mail systems and package solutions, outdoor living space products (sun-shading), rain dispersion systems, metal roofing job site services, and other construction accessories.

• Agtech consists of an operating segment that sells the following products and services to large-scale indoor commercial growers, agricultural research, development facilities, as well as convenience store, travel centers, food retailers, and quick-serve restaurants:

roofing accessories, metal roofing products and services, rain dispersion products, roof and foundation ventilation products, single point and centralized mail and package solutions, outdoor living space products (sun-shading), and other construction accessories.

• Agtech consists of operating segments that sell the following products and services to large-scale indoor commercial growers of fruits and vegetables, plants and flowers, and agricultural research and 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.

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

Three Months Ended September 30, 2025

Three Months Ended March 31, 2026

Residential Agtech Infrastructure Total

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Other income, net 814

Income before taxes from continuing operations $ 41,929

Three Months Ended September 30, 2024

Residential Agtech Infrastructure Total

Net sales $ 212,363 $ 41,527 $ 23,242 $ 277,132

Operating expenses (2) 170,308 37,674 16,748 224,730

Segment profit 42,055 3,853 6,494 52,402

Reconciliation of segment profit

Unallocated corporate expenses ( 9,229 )

Interest income, net 1,931

Other expense, net ( 402 )

Income before taxes from continuing operations $ 44,702

Nine Months Ended September 30, 2025

Residential Agtech Infrastructure Total

Net sales $ 640,538 $ 156,697 $ 69,578 $ 866,813

Operating expenses (2) 525,235 150,628 52,500 728,363

Segment profit 115,303 6,069 17,078 138,450

Reconciliation of segment profit

Unallocated corporate expenses ( 30,347 )

Interest income, net 1,281

Other income, net 2,018

Income before taxes from continuing operations $ 111,402

Nine Months Ended September 30, 2024

Loss before taxes from continuing operations $ ( 16,666 )

Three Months Ended March 31, 2025

Residential Agtech Infrastructure Total

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(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.

The following table is the reported segment’s and unallocated corporate reported depreciation and amortization (in thousands):

The following table presents the reported segments' and unallocated corporate reported depreciation and amortization (in thousands):

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Residential $ 12,129 $ 2,527

3 unchanged sentences

Total depreciation and amortization $ 15,903 $ 6,806

The following table represents the assets of the reported segments, unallocated corporate assets and assets of discontinued operations as of (in thousands):

September 30,

The following table presents the assets of the reported segments, unallocated corporate assets and assets of discontinued operations as of (in thousands):

2026 December 31,

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The following presents disaggregated revenue by timing of transfer of control to customers by reported segment (in thousands):

Three Months Ended September 30, 2025

Residential Agtech Infrastructure Total

Point in Time $ 230,286 $ 639 $ 11,153 $ 242,078

Over Time — 56,926 11,935 68,861

Total net sales $ 230,286 $ 57,565 $ 23,088 $ 310,939

Three Months Ended September 30, 2024

Residential Agtech Infrastructure Total

Point in Time $ 210,530 $ 135 $ 10,657 $ 221,322

Over Time 1,833 41,392 12,585 55,810

Total net sales $ 212,363 $ 41,527 $ 23,242 $ 277,132

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

Residential Agtech Infrastructure Total

2 unchanged sentences

Total net sales $ 281,435 $ 55,630 $ 19,222 $ 356,287

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Residential Agtech Infrastructure Total

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In June 2025, the Company committed to a plan to sell its Renewables business, which represents a strategic shift in operations.

The decision was driven by a change in the Company's long-term strategy to focus its asset portfolio and resources on its Residential, Agtech and Infrastructure segments.

The 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.

The Company is currently engaged in an active program to sell the business.

The sale is expected to be completed with a third-party buyer within twelve months from the date the Company committed to the plan.

On February 20, 2026, the Company completed the sale of certain assets related to the Renewables business to a third-party, as described below.

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 that its carrying amount.

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

As such, the carrying amount was written down to its fair value less the costs to sell as of September 30, 2025 resulting in the recognition of an impairment loss before income taxes of $ 162.7 million.

This fair value measurement is categorized within Level 3 of the fair value hierarchy based on significant unobservable inputs in accordance with ASC Topic 820.

This impairment loss is reflected in the consolidated statements of operations for the three and nine months ended September 30, 2025.

The following table provides the carrying amounts and a reconciliation of the major classes of assets and liabilities included in discontinued operations related to the Renewables business which have been segregated from the Company's continuing operations and are reported as assets and liabilities of discontinued operations held for sale, respectively, in the consolidated balance sheets at (in thousands):

September 30,

At March 31, 2026 and 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 at each reporting date and determined that its carrying amount exceeded fair value less costs to sell.

For three months ended March 31, 2026, the Company recorded a remeasurement adjustment before income taxes of $ 47.4 million included in the loss before taxes from discontinued operations on the consolidated statements of operations.

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 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):

2026 December 31,

8 unchanged sentences

Acquired intangibles 46,026 46,303

Deferred income taxes 32,031 —

Impairment loss ( 162,667 ) —

Impairment and remeasurement adjustments ( 223,414 ) ( 175,967 )

Total assets classified as discontinued operations (1) $ 89,283 $ 192,362

3 unchanged sentences

Billings in excess of costs 34,462 34,202

Deferred income taxes — 7,649

Non-current operating lease liabilities 2,879 3,463

Total liabilities classified as discontinued operations (1) $ 112,312 $ 93,120

(1) Total held for sale assets and liabilities of the discontinued operations are classified as current on the September 30, 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 respectively in the consolidated balance sheet.

The following table is the components of the (loss) income from discontinued operations before taxes (in thousands):

(1) Total held for sale assets and liabilities of the discontinued operations are classified as current on the March 31, 2026 and December 31, 2025 consolidated balance sheets 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.

At March 31, 2026, accrued expenses included within total liabilities classified as discontinued operations included amounts attributable to certain unresolved warranty claims related to the discontinued operation which had been disputed by the Company.

The Company has reached an agreement to settle these warranty claims in the amount of $ 25.0 million.

The Company expects the settlement to be paid during the second quarter of 2026.

The following table is the components of the loss before taxes from discontinued operations before tax (in thousands):

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Net sales $ 49,386 $ 43,658

Operating expenses 83,540 46,803

Impairment loss ( 162,667 ) — ( 162,667 ) —

(Loss) income before taxes $ ( 163,178 ) $ 772 $ ( 171,722 ) $ 4,571

Remeasurement adjustment 47,447 —

Other (income) expenses, net ( 21,730 ) 18

Loss before taxes from discontinued operations $ ( 59,871 ) $ ( 3,163 )

During the three months ended March 31, 2026, the Company entered into the settlement agreement referred to above resulting in a charge included in loss before taxes from discontinued operations in the consolidated statements of operations.

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 $ 74.9 million in cash, subject to working capital and other customary post-closing adjustments, and resulted in a pre-tax net gain of $ 21.8 million presented within loss before taxes from discontinued operations in the consolidated statements of operations.

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

What changed 10-Q

Item 1. Financial Statements