What changed in this filing

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Item 1. Financial Statements

2026-08-05 compared with 2026-05-07 · 187 added, 82 removed, 472 unchanged (36% of the section changed)

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Net sales $ 509,547 $ 309,517 $ 865,834 $ 555,874

2 unchanged sentences

Selling, general, and administrative expense 72,258 48,329 155,585 89,527

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

Operating income 59,819 39,506 55,363 68,161

Interest expense (income), net 20,965 354 33,989 ( 1,283 )

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

Other expense (income), net 895 ( 105 ) 81 ( 29 )

Income before taxes from continuing operations 37,959 39,257 21,293 69,473

Provision for income taxes 10,626 9,819 6,012 16,920

Income from continuing operations 27,333 29,438 15,281 52,553

Discontinued operations:

Loss before taxes from discontinued operations ( 22,582 ) ( 5,381 ) ( 82,453 ) ( 8,544 )

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

Benefit of income taxes from discontinued operations ( 3,439 ) ( 1,947 ) ( 7,892 ) ( 3,114 )

Loss from discontinued operations ( 19,143 ) ( 3,434 ) ( 74,561 ) ( 5,430 )

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

Net (loss) earnings per share – Basic:

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

Net income (loss) $ 8,190 $ 26,004 $ ( 59,280 ) $ 47,123

Net earnings per share – Basic:

Income from continuing operations $ 0.92 $ 0.99 $ 0.51 $ 1.75

Loss from discontinued operations ( 0.64 ) ( 0.12 ) ( 2.50 ) ( 0.18 )

Net (loss) income $ ( 2.26 ) $ 0.70

Net income (loss) $ 0.28 $ 0.87 $ ( 1.99 ) $ 1.57

Weighted average shares outstanding – Basic 29,770 29,717 29,781 30,027

Net (loss) earnings per share – Diluted:

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

Net earnings per share – Diluted:

Income from continuing operations $ 0.92 $ 0.99 $ 0.51 $ 1.74

Loss from discontinued operations ( 0.64 ) ( 0.12 ) ( 2.50 ) ( 0.18 )

Net (loss) income $ ( 2.26 ) $ 0.69

Net income (loss) $ 0.28 $ 0.87 $ ( 1.99 ) $ 1.56

Weighted average shares outstanding – Diluted 29,809 29,806 29,835 30,133

1 unchanged sentence

GIBRALTAR INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

Three Months Ended

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

June 30, Six Months Ended

2026 2025 2026 2025

Net income (loss) $ 8,190 $ 26,004 $ ( 59,280 ) $ 47,123

Other comprehensive (loss) income:

Foreign currency translation adjustment ( 1,371 ) 2,262 ( 2,269 ) 2,311

Total comprehensive (loss) income $ ( 68,368 ) $ 21,168

Total comprehensive income (loss) $ 6,819 $ 28,266 $ ( 61,549 ) $ 49,434

See accompanying notes to consolidated financial statements.

49 unchanged sentences

(in thousands)

Three Months Ended

Six Months Ended

Cash Flows from Operating Activities

1 unchanged sentence

Loss from discontinued operations ( 74,561 ) ( 5,430 )

(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:

Income from continuing operations 15,281 52,553

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

Depreciation and amortization 35,718 16,100

Stock compensation expense 5,147 6,237

Provision for deferred income taxes 921 —

Other, net 4,071 442

5 unchanged sentences

Accrued expenses and other non-current liabilities ( 2,714 ) ( 711 )

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

Net cash provided by operating activities of continuing operations 9,995 48,630

Net cash (used in) provided by operating activities of discontinued operations ( 47,397 ) 9,928

26 unchanged sentences

Shares Amount Shares Amount

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

Net income — — — 8,190 — — — 8,190

Foreign currency translation adjustment — — — — ( 1,371 ) — — ( 1,371 )

Stock compensation expense — — 3,372 — — — — 3,372

Net settlement of restricted stock units 6 — — — — 2 ( 71 ) ( 71 )

Awards of common stock 18 — — — — — — —

Balance at June 30, 2026 34,698 $ 347 $ 358,365 $ 772,183 $ ( 5,952 ) 5,015 $ ( 234,191 ) $ 890,752

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

Net income — — — 26,004 — — — 26,004

Foreign currency translation adjustment — — — — 2,262 — — 2,262

Stock compensation expense — — 3,606 — — — — 3,606

Net settlement of restricted stock units 5 — — — — 2 ( 105 ) ( 105 )

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

Excise tax on repurchase of common stock — — — — — — 75 75

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

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 198 2 ( 2 ) — — 80 ( 3,446 ) ( 3,446 )

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

Awards of common stock 18 — — — — — — —

Balance at June 30, 2026 34,698 $ 347 $ 358,365 $ 772,183 $ ( 5,952 ) 5,015 $ ( 234,191 ) $ 890,752

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 93 1 ( 1 ) — — 38 ( 2,474 ) ( 2,474 )

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

Excise tax on repurchase of common stock — — — — — — ( 491 ) ( 491 )

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

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

See accompanying notes to consolidated financial statements.

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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.

Unless otherwise indicated, the consolidated financial statement 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.

The Company evaluated all recent Accounting Standard Updates, including those that are currently effective in 2026 or will be effective 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):

The following table provides a roll-forward of the allowance for credit losses for the six month period ended June 30, 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

2 unchanged sentences

Accounts written off against allowance and other adjustments ( 800 )

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

Ending balance as of June 30, 2026 $ 3,004

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;

2 unchanged sentences

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.

As of June 30, 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 and six months ended June 30, 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.

Unearned revenue as of June 30, 2026 and December 31, 2025 was $ 0.7 million and $ 1.4 million, respectively.

The Company recognized revenue of $ 9.1 million and $ 12.6 million during the six months ended June 30, 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

June 30, 2026 December 31, 2025

Raw material $ 172,875 $ 68,528

2 unchanged sentences

Total inventories, net $ 268,010 $ 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.

The reserve for excess, obsolete and slow moving inventory was $ 9.4 million as of June 30, 2026, including $ 4.6 million acquired through a business combination.

As of December 31, 2025, the reserve was $ 4.4 million .

(5) ACQUISITIONS

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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 Company is still collecting information necessary to complete the valuation of certain assets acquired and liabilities assumed in the business combination.

Accordingly, the amounts recorded for working capital, property, plant and equipment, other assets, other liabilities and goodwill are provisional and may

be adjusted during the measurement period as additional information becomes available regarding facts and circumstances that existed as of the acquisition date and, if known, would have affected the measurement of those amounts 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.

15 unchanged sentences

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.

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, such as identified intangible assets and property, plant, and equipment.

The fair values of the identified intangible assets are primarily determined using income‑based valuation techniques, including the multi‑period excess earnings method for customer relationships and the relief‑from‑royalty method for trademarks.

The fair values of the property, plant, and equipment.is primarily determined using cost approach and market approach.

Since the acquisition date through June 30, 2026, OmniMax contributed approximately $ 270.9 million in net sales and $ 17.5 million in operating profit.

2025 Acquisitions

8 unchanged sentences

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.

The Company recorded an acquisition payable included in accrued expenses of $ 5.4 million and $ 11.3 million as of June 30, 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.

1 unchanged sentence

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.

Goodwill recognized in these acquisitions 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 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.

15 unchanged sentences

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.

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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.

As noted above, the Company completed the acquisition of OmniMax on February 2, 2026, and during the six months ended June 30, 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.

3 unchanged sentences

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):

The following unaudited pro forma financial information represents a summary of the consolidated results of continuing operations of the Company for the three and six months ended June 30, 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

June 30, Six Months Ended

2026 2025 2026 2025

Net sales $ 509,547 $ 450,603 $ 903,213 $ 831,701

9 unchanged sentences

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):

The acquisition-related costs consisted of the following for the three and six months ended June 30 (in thousands):

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Cost of sales $ ( 700 ) $ — $ 6,400 $ —

2 unchanged sentences

(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):

The changes in the carrying amount of goodwill for the six months ended June 30, 2026 are as follows (in thousands):

Residential Agtech Infrastructure Total

3 unchanged sentences

Foreign currency translation ( 566 ) ( 519 ) — ( 1,085 )

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.

Balance at June 30, 2026 $ 786,286 $ 121,088 $ 31,678 $ 939,052

Goodwill is recognized net of accumulated impairment losses of $ 133.2 million as of June 30, 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.

The Company determined that no triggering event had occurred as of June 30, 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

June 30, 2026 December 31, 2025

Amount Accumulated

11 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Amortization expense $ 13,422 $ 5,697 $ 23,755 $ 9,118

3 unchanged sentences

(7) LONG-TERM DEBT

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

The following table summarizes the Company's long-term debt at June 30, 2026 (in thousands):

Term Loan A Facility $ 625,000

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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):

The aggregate contractual maturities of long-term debt during each of the five annual periods after June 30, 2026 (in thousands):

2027 2028 2029 2030 2031

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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").

(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.

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(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.

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.

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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):

As of June 30, 2026, the Company was in compliance with all financial covenants.

The following table sets forth the Company's revolving credit facility availability under the Credit Agreement as of June 30, 2026 (in thousands):

Total revolving credit facility $ 500,000

3 unchanged sentences

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.

The fair value of the Revolving Credit Facility, Term Loan A Facility and Term Loan B Facility are classified as Level 2 within the fair value hierarchy as they are determined using observable market inputs other than quoted price for identical instruments in active markets.

Prior to February 2, 2026

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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.

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

There were no outstanding borrowings under the 2022 Credit Agreement as of the date of termination or at June 30, 2026.

(8) EQUITY-BASED COMPENSATION

4 unchanged sentences

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,:

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

Awards Number of

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Restricted stock units 69,859 $ 43.93 57,119 $ 64.20

Deferred stock units 3,059 $ 37.59 2,172 $ 52.95

Common shares 18,354 $ 37.59 13,032 $ 52.95

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

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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 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 June 30, 2026 were $ 19.3 million, of which $ 2.5 million was included in current accrued expenses and $ 16.8 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.

The value of the restricted stock units within the MSPP liabilities was $ 11.3 million and $ 15.7 million at June 30, 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:

Three Months Ended

Six Months Ended

Restricted stock units credited 6,916 19,414

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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 three months ended March 31, 2026 .

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 six months ended June 30, 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):

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Total $ 2,268 $ — $ 2,268 $ 1,425 $ 157 $ 1,582

Six Months Ended

Exit Activity Asset Impairment Total Exit Activity Asset Impairment Total

Residential $ 3,944 $ 274 $ 4,218 $ 2,355 $ — $ 2,355

Agtech 86 ( 7 ) 79 275 157 432

Infrastructure — — — — — —

Corporate 281 — 281 31 — 31

Total $ 4,311 $ 267 $ 4,578 $ 2,661 $ 157 $ 2,818

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

June 30, Six Months Ended

2026 2025 2026 2025

Cost of sales $ 83 $ 346 $ 528 $ 580

5 unchanged sentences

Cash payments ( 3,760 ) ( 2,256 )

Balance at March 31 $ 1,209 $ 520

Balance at June 30 $ 1,366 $ 526

(10) INCOME TAXES

1 unchanged sentence

Three Months Ended

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

June 30, Six Months Ended

2026 2025 2026 2025

Provision for income taxes (in thousands) $ 10,626 $ 9,819 $ 6,012 $ 16,920

Effective tax rate 28.0 % 25.0 % 28.2 % 24.4 %

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

The effective tax rate for the three and six months ended June 30, 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.

The effective tax rate for the three and six months ended June 30, 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):

(11) EARNINGS PER SHARE

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

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Basic weighted average shares outstanding 29,770 29,717 29,781 30,027

1 unchanged sentence

Dilutive weighted average shares outstanding 29,809 29,806 29,835 30,133

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

June 30, Six Months Ended

2026 2025 2026 2025

Common stock units 210 76 85 63

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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 March 31, 2026

Three Months Ended June 30, 2026

Residential Agtech Infrastructure Total

5 unchanged sentences

Interest expense, net ( 20,965 )

Other expense, net ( 895 )

Income before taxes from continuing operations $ 37,959

Three Months Ended June 30, 2025

Residential Agtech Infrastructure Total

Net sales $ 230,258 $ 54,092 $ 25,167 $ 309,517

Operating expenses (2) 186,647 54,586 18,084 259,317

Segment profit (loss) 43,611 ( 494 ) 7,083 50,200

Reconciliation of segment profit

Unallocated corporate expenses ( 10,694 )

Interest expense, net ( 354 )

Other income, net 105

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

Three Months Ended March 31, 2025

Income before taxes from continuing operations $ 39,257

Six Months Ended June 30, 2026

Residential Agtech Infrastructure Total

4 unchanged sentences

Unallocated corporate expenses ( 44,184 )

Interest income, net 1,637

Interest expense, net ( 33,989 )

Other expense, net ( 81 )

Income before taxes from continuing operations $ 21,293

Six Months Ended June 30, 2025

Residential Agtech Infrastructure Total

Net sales $ 410,252 $ 99,132 $ 46,490 $ 555,874

Operating expenses (2) 335,381 96,241 34,149 465,771

Segment profit 74,871 2,891 12,341 90,103

Reconciliation of segment profit

Unallocated corporate expenses ( 21,942 )

Interest income, net 1,283

Other income, net 29

Income before taxes from continuing operations $ 69,473

(1) The significant expense category and amounts align with the segment-level information that is regularly provided to the CODM.

2 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Residential $ 16,456 $ 3,239 $ 28,585 $ 5,766

12 unchanged sentences

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

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

Residential Agtech Infrastructure Total

2 unchanged sentences

Total net sales $ 425,852 $ 58,832 $ 24,863 $ 509,547

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Residential Agtech Infrastructure Total

2 unchanged sentences

Total net sales $ 230,258 $ 54,092 $ 25,167 $ 309,517

Six Months Ended June 30, 2026

Residential Agtech Infrastructure Total

Point in Time $ 707,287 $ 913 $ 19,697 $ 727,897

Over Time — 113,549 24,388 137,937

Total net sales $ 707,287 $ 114,462 $ 44,085 $ 865,834

Six Months Ended June 30, 2025

Residential Agtech Infrastructure Total

Point in Time $ 410,252 $ 420 $ 19,554 $ 430,226

Over Time — 98,712 26,936 125,648

Total net sales $ 410,252 $ 99,132 $ 46,490 $ 555,874

(13) DISCONTINUED OPERATIONS

3 unchanged sentences

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.

Subsequent to June 30, 2026, the Company completed the sale of the remaining portion of the Renewables business to a third-party, refer to Note 14 "Subsequent Event" for additional information.

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.

During the three and six months ended June 30, 2026, and as of December 31, 2025, the Renewables business remained classified as held for sale and as a discontinued operation.

As of March 31, 2026, 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.

As a result, the Company recorded a remeasurement adjustment before income taxes of $ 47.4 million, which is included in the loss before taxes from discontinued operations on the consolidated statements of operations for the six months ended June 30, 2026.

As of June 30, 2026, the Company updated its fair value less cost to sell analysis and again determined that its carrying amount exceeded fair value less costs to sell.

Accordingly, the Company recorded an additional remeasurement adjustment before income taxes of $ 20.0 million, which is included in the loss before taxes from discontinued operations on the consolidated statements of operations for the three months ended June 30, 2026.

Total remeasurement adjustments before income taxes recorded during the six months ended June 30, 2026 were $ 67.4 million.

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

18 unchanged sentences

Total liabilities classified as discontinued operations (1) $ 72,304 $ 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.

(1) Total held for sale assets and liabilities of the discontinued operations are classified as current on the June 30, 2026 and December 31, 2025 consolidated balance sheets as the Company remained committed to the sale plan and continued to meet the criteria for discontinued operations.

The sale was completed subsequent to June 30, 2026 as described in Note 14 "Subsequent Event."

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

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Net sales $ 60,180 $ 53,588 $ 109,566 $ 97,246

1 unchanged sentence

Remeasurement adjustment 20,006 — 67,453 —

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

Other expenses (income), net 1,357 23 ( 20,373 ) 41

Loss before taxes from discontinued operations $ ( 22,582 ) $ ( 5,381 ) $ ( 82,453 ) $ ( 8,544 )

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.

In April 2026, the Company entered into a settlement agreement to resolve certain disputed warranty claims related to the discontinued operation.

The settlement amount of $ 25.0 million had been accrued as of March 31, 2026, included in accrued expenses of discontinued operations, and was recognized as a charge included in loss before taxes from discontinued operations in the consolidated statements of operations for the three months ended March 31, 2026.

Accordingly, the charge is also reflected in loss before taxes from discontinued operations in the consolidated statements of operations for the six months ended June 30, 2026.

The settlement was paid during the second quarter of 2026.

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 $ 20.6 million presented within loss before taxes from discontinued operations in the consolidated statements of operations.

(14) SUBSEQUENT EVENT

On July 15, 2026, the Company sold assets related to its Renewables racking and foundations business for $ 5.0 million in cash, subject to customary post-closing adjustments.

This sale completes the divestiture of the Company’s Renewables business, which was classified as held for sale and reported as discontinued operations in the Company's consolidated financial statements effective June 30, 2025.

Refer to Note 13 "Discontinued Operations" for more information on the Renewables business which was classified as held for sale and reported as discontinued operations in the Company's consolidated financial statements.

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