Item 1. Financial Statements
Item 1. Financial Statements
GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
Three Months Ended
March 31,
2026 2025
Net sales $ 356,287 $ 246,357
Cost of sales 277,416 176,504
Gross profit 78,871 69,853
Selling, general, and administrative expense 83,327 41,198
Operating (loss) income ( 4,456 ) 28,655
Interest expense (income), net 13,024 ( 1,637 )
Other (income) expense, net ( 814 ) 76
(Loss) income before taxes from continuing operations ( 16,666 ) 30,216
(Benefit of) provision for income taxes ( 4,614 ) 7,101
(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 (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 (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
Weighted average shares outstanding – Diluted 29,796 30,474
See accompanying notes to consolidated financial statements.
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GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(in thousands)
(unaudited)
Three Months Ended
March 31,
2026 2025
Net (loss) income $ ( 67,470 ) $ 21,119
Other comprehensive (loss) income:
Foreign currency translation adjustment ( 898 ) 49
Total comprehensive (loss) income $ ( 68,368 ) $ 21,168
See accompanying notes to consolidated financial statements.
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GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
March 31,
2026 December 31,
2025
(unaudited)
Assets
Current assets:
Cash and cash equivalents $ 20,347 $ 115,724
Trade receivables, net of allowance of $ 3,329 and $ 2,558 , respectively
224,577 120,327
Costs in excess of billings, net 25,496 26,799
Inventories, net 268,110 116,770
Prepaid expenses and other current assets 71,892 56,904
Assets of discontinued operations 89,283 192,362
Total current assets 699,705 628,886
Property, plant, and equipment, net 191,983 130,456
Operating lease assets 167,840 55,355
Goodwill 932,219 415,032
Customer relationships, net 631,704 109,092
Other intangibles, net 142,707 34,464
Other assets 21,337 20,318
$ 2,787,495 $ 1,393,603
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable $ 183,169 $ 108,216
Accrued expenses 193,380 155,807
Billings in excess of costs 8,480 8,879
Liabilities of discontinued operations 112,312 93,120
Total current liabilities 497,341 366,022
Long-term debt 1,220,825 —
Deferred income taxes 11,127 5,116
Non-current operating lease liabilities 153,374 46,199
Other non-current liabilities 24,196 25,868
Stockholders’ equity:
Preferred stock, $ 0.01 par value; authorized 10,000 shares; none outstanding
— —
Common stock, $ 0.01 par value; authorized 100,000 shares; 34,674 and 34,482 shares issued and outstanding, respectively
347 345
Additional paid-in capital 354,993 353,018
Retained earnings 763,993 831,463
Accumulated other comprehensive loss ( 4,581 ) ( 3,683 )
Treasury stock, at cost; 5,013 and 4,935 shares, respectively
( 234,120 ) ( 230,745 )
Total stockholders’ equity 880,632 950,398
$ 2,787,495 $ 1,393,603
See accompanying notes to consolidated financial statements.
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GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Three Months Ended
March 31,
2026 2025
Cash Flows from Operating Activities
Net (loss) income $ ( 67,470 ) $ 21,119
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
Other, net 2,448 ( 144 )
Changes in operating assets and liabilities net of effects from acquisitions:
Trade receivables and costs in excess of billings ( 56,100 ) ( 24,037 )
Inventories ( 20,460 ) ( 8,233 )
Other current assets and other assets ( 3,325 ) ( 5,579 )
Accounts payable 47,613 18,202
Accrued expenses and other non-current liabilities ( 10,439 ) ( 7,905 )
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
Acquisitions, net of cash acquired ( 1,340,027 ) ( 184,585 )
Purchases of property, plant, and equipment, net ( 5,997 ) ( 10,757 )
Net proceeds from sale of business — 352
Net cash used in investing activities of continuing operations ( 1,346,024 ) ( 194,990 )
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 cash provided by (used in) financing activities 1,216,889 ( 62,394 )
Effect of exchange rate changes on cash ( 19 ) 8
Net decrease in cash and cash equivalents ( 95,377 ) ( 244,366 )
Cash and cash equivalents at beginning of year 115,724 269,480
Cash and cash equivalents at end of period $ 20,347 $ 25,114
See accompanying notes to consolidated financial statements.
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GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands)
(unaudited)
Common Stock Additional
Paid-In Capital Retained Earnings Accumulated
Other
Comprehensive Loss Treasury Stock Total
Stockholders’ Equity
Shares Amount Shares Amount
Balance at December 31, 2025 34,482 $ 345 $ 353,018 $ 831,463 $ ( 3,683 ) 4,935 $ ( 230,745 ) $ 950,398
Net loss — — — ( 67,470 ) — — — ( 67,470 )
Foreign currency translation adjustment — — — — ( 898 ) — — ( 898 )
Stock compensation expense — — 1,977 — — — — 1,977
Net settlement of restricted stock units 192 2 ( 2 ) — — 78 ( 3,375 ) ( 3,375 )
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
Net income — — — 21,119 — — — 21,119
Foreign currency translation adjustment — — — — 49 — — 49
Stock compensation expense — — 3,071 — — — — 3,071
Net settlement of restricted stock units 88 1 ( 1 ) — — 36 ( 2,369 ) ( 2,369 )
Excise tax on repurchase of common stock — — — — — — ( 566 ) ( 566 )
Common stock repurchased under stock repurchase program — — — — — 915 ( 60,000 ) ( 60,000 )
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.
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GIBRALTAR INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(1) BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Gibraltar Industries, Inc. (the "Company") have been prepared by management in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for the fair presentation of results for the interim period have been included. The Company's operations are seasonal, for this and other reasons financial results for any interim period are not necessarily indicative of the results expected for any subsequent interim period or for the full year. The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 2025.
The consolidated balance sheet at December 31, 2025 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements.
Discontinued Operations
In June 2025, the Company committed to a plan to sell its Renewables business, which was the sole business in the Renewables segment, and represents a strategic shift that has a significant effect on the Company's operations and financial results, and as such, qualifies for reporting as discontinued operations. The Renewables business results of operations for the periods presented are reflected in the Company's consolidated statements of operations and consolidated statements of cash flows as discontinued operations. Additionally, refer to Note 13 "Discontinued Operations" for information regarding the assets and liabilities of the 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.
Recent Accounting Pronouncements
The Company evaluated all recent Accounting Standard Updates, including those that are currently effective in or after 2026, and determined that the adoption of these pronouncements would not have a material effect on the financial position, results of operations or cash flows of the Company. There have been no material changes from the recent accounting pronouncements previously disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
(2) TRADE RECEIVABLES, NET
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 March 31, 2026 $ 3,329
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(3) REVENUE
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 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 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):
March 31, 2026 December 31, 2025
Raw material $ 170,071 $ 68,528
Work-in-process 3,769 3,656
Finished goods 94,270 44,586
Total inventories, net $ 268,110 $ 116,770
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
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
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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):
Cash $ 5,865
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.
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 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.
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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 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. 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.
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 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):
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Cash $ 2,241
Working capital 10,118
Property, plant and equipment 5,094
Acquired intangible assets 38,050
Other assets 10,628
Other liabilities ( 8,529 )
Goodwill 50,968
Fair value of purchase consideration $ 108,570
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 33,800 9 - 12 years
Total $ 38,050
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.
Pro Forma Information (Unaudited)
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:
From To
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
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
March 31,
2026 2025
Net sales $ 393,666 $ 381,099
Operating income 24,611 26,460
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.
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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.
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):
2026 2025
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
Goodwill
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
Balance at December 31, 2025 $ 261,747 $ 121,607 $ 31,678 $ 415,032
Acquired goodwill 519,029 — — 519,029
Adjustments to prior year acquisitions ( 1,609 ) — — ( 1,609 )
Foreign currency translation — ( 233 ) — ( 233 )
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 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
Gross
Carrying
Amount Accumulated
Amortization Gross
Carrying
Amount Accumulated
Amortization
Indefinite-lived intangible assets:
Trademarks $ 19,570 $ — $ 19,570 $ —
Finite-lived intangible assets:
Trademarks 123,300 3,526 13,300 2,253
Unpatented technology 26,648 23,285 26,698 22,851
Customer relationships 671,098 39,394 139,835 30,743
821,046 66,205 179,833 55,847
Total intangible assets $ 840,616 $ 66,205 $ 199,403 $ 55,847
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The following table summarizes the intangible asset amortization expense (in thousands):
Three Months Ended
March 31,
2026 2025
Amortization expense $ 10,333 $ 3,421
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
Amortization expense $ 40,746 $ 53,994 $ 53,754 $ 53,692 $ 52,652 $ 52,164
(7) LONG-TERM DEBT
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
Unamortized debt issuance costs ( 29,175 )
1,220,825
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
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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
Less: borrowings outstanding under the revolving credit facility ( 25,000 )
Less: standby letters of credit issued to third parties ( 8,434 )
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
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Agreement. 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
The Gibraltar Industries, Inc. Amended and Restated 2018 Equity Incentive Plan (the "Amended 2018 Plan") which includes a total of 1,631,707 shares available for issuance, allows the Company to grant equity-based incentive compensation awards in the form of non-qualified options, restricted shares, restricted stock units, performance shares, performance stock units, and stock rights to eligible participants.
The Gibraltar Industries, Inc. Amended and Restated 2016 Stock Plan for Non-Employee Directors (the "Non-Employee Directors Plan") which includes 200,000 shares available for issuance, allows the Company to grant awards of shares of the Company's common stock to current non-employee directors of the Company, and permits the Directors to defer receipt of such shares pursuant to the terms of the Non-Employee Directors Plan.
Equity-Based Awards - Settled in Stock
The following table provides the number of stock units granted, along with the weighted-average grant-date fair value of each award, during the three months ended March 31,:
2026 2025
Awards Number of
Awards Weighted-
Average
Grant-Date
Fair Value Number of
Awards Weighted-
Average
Grant-Date
Fair Value
Performance stock units (1) 109,358 $ 45.16 81,940 (2) $ 64.79
Restricted stock units 57,509 $ 45.16 50,741 $ 64.91
(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
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 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 $ 12.3 million and $ 15.7 million at March 31, 2026 and December 31, 2025, respectively.
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The following table provides the number of restricted stock units credited to active participant accounts and the payments made with respect to MSPP liabilities:
Three Months Ended
March 31,
2026 2025
Restricted stock units credited 4,639 18,283
MSPP liabilities paid (in thousands) $ 3,053 $ 1,928
(9) EXIT ACTIVITY COSTS AND ASSET IMPAIRMENTS
The Company periodically undertakes restructuring initiatives as part of its focus to improve operating performance and optimize its business portfolio. These initiatives have led to 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 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
March 31,
2026 2025
Exit Activity Asset Impairment Total Exit Activity Asset Impairment Total
Residential $ 1,965 $ 274 $ 2,239 $ 1,137 $ — $ 1,137
Agtech 62 ( 7 ) 55 68 — 68
Infrastructure — — — — — —
Corporate 16 — 16 31 — 31
Total $ 2,043 $ 267 $ 2,310 $ 1,236 $ — $ 1,236
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
March 31,
2026 2025
Cost of sales $ 445 $ 234
Selling, general, and administrative expense 1,865 1,002
Total exit activity and asset impairment charges $ 2,310 $ 1,236
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):
2026 2025
Balance at January 1 $ 815 $ 121
Exit activity costs recognized 2,043 1,236
Cash payments ( 1,649 ) ( 837 )
Balance at March 31 $ 1,209 $ 520
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(10) INCOME TAXES
The following table summarizes the provision for income taxes for continuing operations and the applicable effective tax rates:
Three Months Ended
March 31,
2026 2025
(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 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
March 31,
2026 2025
Basic weighted average shares outstanding 29,796 30,252
Dilutive effect of common stock options and stock units — 222
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
March 31,
2026 2025
Common stock units 140 60
(12) SEGMENT INFORMATION
The Company has three reportable segments: Residential, Agtech, and Infrastructure. The Company's reportable segments are each managed separately because they design, engineer, manufacture, and where applicable install, distinct products with different production processes.
• Residential consists of operating segments that sell the following products and services to major retail home centers, building material wholesalers, building product distributors, roofing distributors, residential contractors, property management companies, manufactured housing dealers, postal services distributors and providers, and online direct to end consumers: 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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• Infrastructure consists of an operating segment that sells the following products to commercial and transportation contractors and fabricators: expansion joints, structural bearings, rubber pre-formed seals and other sealants, elastomeric concrete, and bridge cable protection systems.
The accounting policies of the Company's segments are the same as those described in Note 1 "Summary of Significant Accounting Policies" included in the Company's annual report on Form 10-K for the year ended December 31, 2025. The following tables illustrate certain measurements used by management to assess the performance of the segments described above (in thousands):
Three Months Ended March 31, 2026
Residential Agtech Infrastructure Total
Net sales $ 281,435 $ 55,630 $ 19,222 $ 356,287
Less (1):
Operating expenses (2) 261,189 52,303 15,505 328,997
Segment profit 20,246 3,327 3,717 27,290
Reconciliation of segment profit
Unallocated corporate expenses ( 31,746 )
Interest expense, net ( 13,024 )
Other income, net 814
Loss before taxes from continuing operations $ ( 16,666 )
Three Months Ended March 31, 2025
Residential Agtech Infrastructure Total
Net sales $ 179,994 $ 45,040 $ 21,323 $ 246,357
Less (1):
Operating expenses (2) 148,734 41,655 16,065 206,454
Segment profit 31,260 3,385 5,258 39,903
Reconciliation of segment profit
Unallocated corporate expenses ( 11,248 )
Interest income, net 1,637
Other expense, net ( 76 )
Income before taxes from continuing operations $ 30,216
Footnotes:
(1) The significant expense category and amounts align with the segment-level information that is regularly provided to the CODM.
(2) Operating expenses for each reportable segment includes inventory and manufacturing expenses, employee compensation, depreciation and amortization, freight services, other costs of sales expenses, and other selling, general and administrative expenses.
The following table presents the reported segments' and unallocated corporate reported depreciation and amortization (in thousands):
Three Months Ended
March 31,
2026 2025
Residential $ 12,129 $ 2,527
Agtech 2,088 2,760
Infrastructure 713 701
Unallocated corporate expenses 973 818
Total depreciation and amortization $ 15,903 $ 6,806
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The following table presents the assets of the reported segments, unallocated corporate assets and assets of discontinued operations as of (in thousands):
March 31,
2026 December 31,
2025
Residential $ 2,234,221 $ 639,397
Agtech 297,733 290,785
Infrastructure 80,552 78,266
Unallocated corporate assets 85,706 192,793
Assets of discontinued operations 89,283 192,362
Total assets $ 2,787,495 $ 1,393,603
The following presents disaggregated revenue by timing of transfer of control to customers by reported segment (in thousands):
Three Months Ended March 31, 2026
Residential Agtech Infrastructure Total
Point in Time $ 281,435 $ 368 $ 7,088 $ 288,891
Over Time — 55,262 12,134 67,396
Total net sales $ 281,435 $ 55,630 $ 19,222 $ 356,287
Three Months Ended March 31, 2025
Residential Agtech Infrastructure Total
Point in Time $ 179,994 $ 276 $ 7,880 $ 188,150
Over Time — 44,764 13,443 58,207
Total net sales $ 179,994 $ 45,040 $ 21,323 $ 246,357
(13) DISCONTINUED OPERATIONS
In June 2025, the Company committed to a plan to sell its Renewables business, which represents a strategic shift in operations. The decision was driven by a change in the Company's 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. 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.
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):
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March 31,
2026 December 31,
2025
Assets of the discontinued operations:
Trade receivables, net $ 43,142 $ 56,382
Costs in excess of billings, net 14,772 19,390
Inventories, net 26,164 30,954
Prepaid expenses and other current assets 5,884 4,540
Property, plant, and equipment, net 20,562 21,446
Operating lease assets 3,932 5,084
Goodwill 152,215 184,230
Acquired intangibles 46,026 46,303
Impairment and remeasurement adjustments ( 223,414 ) ( 175,967 )
Total assets classified as discontinued operations (1) $ 89,283 $ 192,362
Liabilities of the discontinued operations:
Accounts payable $ 23,574 $ 28,320
Accrued expenses 51,397 27,135
Billings in excess of costs 34,462 34,202
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 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
March 31,
2026 2025
Net sales $ 49,386 $ 43,658
Operating expenses 83,540 46,803
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.
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 $ 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.
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