GIBRALTAR INDUSTRIES, INC.

(1)SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of Gibraltar Industries, Inc. and subsidiaries (the "Company"). All intercompany accounts and transactions have been eliminated in consolidation.

Discontinued Operations

In June 2025, the Company committed to a plan to sell its Renewables business, which was the sole business in the Renewables segment, which represents a strategic shift that has a significant effect on the Company's operations and financial results, and as such, qualifies for reporting as discontinued operations. The Renewables business results of operations for the periods presented are reflected in the Company's consolidated statements of operations and consolidated statements of cash flows as discontinued operations. Additionally, refer to Note 17 "Discontinued Operations" for information regarding the assets and liabilities of the Renewables business that have been classified as assets and liabilities of discontinued operations in the Company's consolidated balance sheets for the periods presented.

Unless otherwise indicated, the consolidated financial statements disclosures and related information disclosed herein relate to the Company's continuing operations, which exclude its Renewables business, and the Company has recast prior period amounts to reflect discontinued operations.

Reclassification

The Company has presented "Customer relationships, net" as a separate line item on its consolidated balance sheet as of December 31, 2024 to conform with current year presentation. Historically, this amount was included within "Acquired intangibles." This reclassification represents a change in the level of disaggregation of intangible assets and does not reflect a change in accounting principle. The reclassification had no impact on the Company's total intangible assets, net income, earnings per share, cash flows, segment reporting or financial position.

Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates due to uncertainty in the current economic environment.

Segment Reporting

The Company hasthree reportable segments: Residential, Agtech and Infrastructure. Refer to Note 16 "Segment Information" for further disclosure regarding the Company's reportable segments.

Revenue Recognition

Revenue is recognized when, or as, the Company transfers control of promised products or services to a customer in an amount that reflects the consideration the Company expects to be entitled in exchange for transferring those products or services.

Performance obligations satisfied at a point in time and significant judgments

Revenue from contracts with customers is recognized when the Company transfers control of the promised product at a point in time, which is determined when the customer has legal title and the significant risks and rewards of ownership of the asset, and the Company has a present right to payment for the product. The Company allocates the transaction price, which is generally the quoted price per terms of the contract and the consideration the Company expects to receive, to each performance obligation. These products are generally sold with rights of return and these contracts may provide other credits or incentives, which are accounted for as variable consideration. Sales returns, allowances, and customer incentives, including rebates, are treated as reductions to the sales transaction price and based largely on an assessment of all information (i.e., historical, current and forecasted) that is reasonably available to the Company, and estimated at contract inception and updated at the end of each reporting period as additional information becomes available.

Performance obligations satisfied over time and significant judgments

For a contract to construct an asset that the customer controls as it is being created or enhanced, or a promise to provide a product that has no alternative use to the Company and the Company has enforceable rights to payment, the Company recognizes revenue over time. For the contracts to construct a certain asset, the Company determines that the customer controls the asset while it is being constructed. For the contracts for products that have no alternative use and for which the Company has an enforceable right to payment, the Company identifies these products as products that are not a standard inventory item or the Company cannot readily direct the product to another customer for use without incurring a significant economic loss, or significant costs to rework the product.

The Company determines the transaction price for each contract based on the consideration the Company expects to receive for the promised products and services under the entire contract, which is generally the stated contract price based on an expected cost plus a margin.

For the above contracts with customers with respect to which the Company satisfies a performance obligation over time, the Company recognizes revenue based on the extent of progress towards completion of the performance obligation using the cost-to-cost measure of progress. Under the cost-to-cost measure of progress, the extent of progress toward completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. Revenues are recognized proportionally as costs are incurred. Costs to fulfill a contract include all direct costs related to contract performance. On a regular basis for substantially all contracts, the Company reviews its estimates and progress towards completion of its performance obligations. When the Company determines there is a change to any individual contract's estimated total costs to be incurred, the Company recognizes the impact to revenues using the cumulative catch-up method. When any individual contract's estimated total costs to be incurred exceeds the contract's transaction price, the Company recognizes the contract loss in the period in which such loss is determined.

Contract assets and contract liabilities

Contract assets primarily represent revenue recognized for performance obligations that have been satisfied but for which amounts receivable have not been billed. Contract liabilities include payments received from customers in advance of the satisfaction of performance obligations for a contract. The Company does not consider contract advances to be significant financing components as the intent of these payments in advance are for reasons other than providing a significant financing benefit and are customary in the Company's industry. Unearned revenue represents payments received in advance of performance under a contract that is satisfied at a point in time.

Costs to obtain a contract with a customer

The Company expenses incremental costs of obtaining a contract as incurred when the benefit of those costs is less than twelve months. These incremental costs include, but are not limited to, sales commissions incurred to obtain a contract with a customer. If the Company expects the benefit of the incremental costs to be greater than twelve months, the Company records an asset for those costs which is amortized over the duration of the contract.

Cash and Cash Equivalents

All highly liquid investments with a maturity of three months or less are considered cash equivalents.

Trade Receivables and Allowance for Expected Credit Losses

Trade receivables are stated at the amount invoiced to customers less an allowance for expected credit losses. In general, the Company's policy is to not charge interest on trade receivables after the invoice becomes past due. A trade receivable is considered past due if payment has not been received within the agreed upon invoice terms.

The Company’s expected credit losses methodology is developed using estimates and historical collection experience, current and future economic and market conditions, and a review of the current status of customers' trade receivables. The Company is exposed to credit losses through sales of products and services. Due to the short-term nature of such trade receivables, the estimated amount of trade receivables that may not be collected is based on aging of the trade receivable balances. Additionally, specific allowance amounts are established to record the appropriate provision for customers that no longer share risk characteristics similar with other trade receivables. The Company’s monitoring activities include timely account reconciliation, dispute resolution, payment confirmation, consideration of customers' financial condition and macroeconomic conditions. Trade receivables are written off when determined to be uncollectible after all means of collection have been exhausted and the potential for recovery is considered remote.

The following table provides a roll-forward of the allowance for expected credit losses for the years ended December 31 (in thousands):

Concentrations of credit risk related to trade receivables are limited to those from significant customers that the Company believes are financially sound. As of December 31, 2025 and 2024, the Company's most significant customer is a home improvement retailer. The home improvement retailer purchases from the Residential segment. Trade receivables as a percentage of trade receivables of continuing operations from the home improvement retailer were 20% and 23% as of December 31, 2025 and 2024, respectively. Net sales to the home improvement retailer as a percentage of net sales from continuing operations were 12%,16%, and 17% during the years ended December 31, 2025, 2024 and 2023, respectively.

Inventories

Inventories are valued at the lower of cost or net realizable value. Cost is determined using either the first-in, first-out method or the average costing method. Shipping and handling costs are recognized as a component of cost of sales.

Property, Plant, and Equipment

Property, plant, and equipment are stated at cost and depreciated over their estimated useful lives using the straight-line method. Interest is capitalized in connection with construction of qualified assets. Expenditures that exceed an established dollar threshold and that extend the useful lives of assets are capitalized, while repair and maintenance costs are expensed as incurred. The estimated useful lives of land improvements, buildings, and building improvements are 15 to 40 years, while the estimated useful lives for machinery and equipment are 3 to 20 years.

The table below sets forth the depreciation expense recognized during the years ended December 31 (in thousands):

Acquisition Related Assets and Liabilities

Accounting for the acquisition of a business as a purchase transaction requires an allocation of the purchase price to the assets acquired and the liabilities assumed in the transaction at their respective estimated fair values. The most complex estimations of individual fair values are those involving long-lived assets, such as property, plant, and equipment and intangible assets. The Company uses all available information to make these fair value determinations and engages independent valuation specialists to assist in the fair value determination of the acquired long-lived assets.

Goodwill and Intangible Assets

The Company tests goodwill for impairment at the reporting unit level on an annual basis at October 31, or more frequently if an event occurs, or circumstances change, that indicate that the fair value of a reporting unit could be below its carrying value. The reporting units are at the component level, or one level below the operating segment level. Goodwill is assigned to each reporting unit as of the date the reporting unit is acquired.

The Company may elect to perform a qualitative assessment that considers economic, industry and company-specific factors for some or all of the Company's selected reporting units. If, after completing the assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company proceeds to a quantitative test. The Company may also elect to perform a quantitative test instead of a qualitative test for any or all of the Company's reporting units. The quantitative impairment test consists of comparing the fair value of a reporting unit, determined using two valuation techniques, to its carrying value. If the carrying value of the reporting unit exceeds its fair value, goodwill is considered impaired, and a loss measured by the excess of the carrying value of the reporting unit over the fair value of the reporting unit must be recorded. The fair value of reporting units evaluated under the quantitative test are determined using two valuation techniques: an income approach and a market approach. Each valuation approach relies on significant assumptions including a weighted average cost of capital based upon the capital structure of market participants in the Company’s peer groups, projected revenue growth, forecasted cash flows, and earnings multiples based on the market value of the Company and market participants within its peer groups.

The Company also tests its indefinite-lived intangible assets for impairment on an annual basis as of October 31, or more frequently if an event occurs, or circumstances change, that indicate that the fair value of an indefinite-lived intangible asset could be below its carrying value. The impairment test consists of comparing the fair value of the indefinite-lived intangible asset, determined using discounted cash flows on a relief-from-royalty basis, with its carrying amount. An impairment loss would be recognized for the carrying amount in excess of its fair value. Acquired identifiable intangible assets are recorded at cost. Identifiable intangible assets with finite useful lives are amortized over their estimated useful lives. Refer to Note 6 "Goodwill and Intangible Assets" for additional disclosures regarding the Company's goodwill and intangible assets.

Impairment of Long-Lived Assets

Long-lived assets, including acquired identifiable intangible assets with finite useful lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of those assets may not be recoverable. In specific situations, when the Company has selected individual assets to be sold or scrapped, the Company obtains market value data for those specific assets and measures and records the impairment loss based on such data. Otherwise, the Company uses undiscounted cash flows to determine whether impairment exists and measures any impairment loss by approximating fair value using acceptable valuation techniques, including discounted cash flow models and third-party appraisals. Refer to Note 6 "Goodwill and Intangible Assets" and Note 11 "Exit Activity Costs and Asset Impairments" for additional disclosure on impairment of the Company's long-lived assets.

Leases

The Company determines if an agreement is, or contains, a lease at the inception of the agreement. At lease commencement, the Company recognizes a right-of-use asset and a lease liability for leases with terms greater than twelve months. The initial lease liability is recognized at the present value of remaining lease payments over the lease term. Leases with an initial term of twelve months or less are not recorded on the Company's consolidated balance sheets. The Company recognizes lease expense for operating leases on a straight-line basis over the lease term. The Company combines lease and non-lease components, such as common area maintenance costs, in calculating the related asset and lease liabilities for all underlying asset groups. Operating lease cost is included in income from continuing operations and includes short-term leases and variable lease costs which are immaterial. Current operating lease liabilities are represented within accrued expenses on the Company's consolidated balance sheets.

Advertising

The Company expenses advertising and marketing costs as incurred. For the years ended December 31, 2025, 2024 and 2023, advertising and marketing costs were $6.7 million, $9.1 million, and $8.8 million, respectively.

Foreign Currency Translation and Transactions

The assets and liabilities of the Company’s foreign subsidiaries are translated into U.S. dollars at the rate of exchange in effect at the respective balance sheet date. Translation adjustments resulting from fluctuations in exchanged rates are recorded as a separate component of Accumulated Other Comprehensive Loss. The results of operations of the Company's foreign subsidiaries are translated at the average exchange rates prevailing during the respective periods. Gains and losses resulting from foreign currency transactions are included in net earnings.

Defined Benefit Pension and Other Postretirement Plans

The Company has a 401(k) plan in which all employees of U.S. subsidiaries are eligible to participate. For the years ended December 31, 2025, 2024 and 2023, total expense for the 401(k) plan was $3.1 million, $3.3 million, and $3.1 million, respectively.

The Company contributes to a multiemployer defined benefit pension plan under the terms of a collective-bargaining agreement that covers union-represented employees. The Company'sone multiemployer plan is underfunded and has a rehabilitation plan in place. The rehabilitation plan requires minimum contributions from the Company. Given the status of this plan, it is reasonably possible that future contributions to the plan will increase although the Company cannot reasonably estimate a possible range of increased contributions as of December 31, 2025.

The Company has an unfunded postretirement healthcare plan which provides health insurance to certain retired employees and their spouses. This plan has been frozen, no current employees participate and no additional participants will be added to the plan in the future. The Company's postretirement health care costs adjustments are reclassified when realized from accumulated other comprehensive loss to other expense in the Company's consolidated statements of operations.

Income Taxes

The provision for income taxes is determined using the asset and liability method of accounting for income taxes. Under this method, deferred assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax basis. The Company measures deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets when uncertainty exists regarding their realization. Refer to Note 12 "Income Taxes" for additional disclosure on the Company's income taxes.

Equity-Based Compensation

The Company measures the cost of equity-based compensation based on grant date fair value and recognizes the cost over the period in which the employee is required to provide service in exchange for the award reduced by forfeitures. Equity-based compensation consists of grants of stock options, deferred stock units, common stock, restricted stock units, and performance stock units. Equity-based compensation expense is included as a component of selling, general, and administrative expenses.

Earnings per Share

Basic earnings per share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by adjusting the weighted average number of common shares outstanding, as well as dilutive common shares which include shares issuable pursuant to equity based incentive compensation awards under the equity compensation plans described in Note 9 "Equity-Based Compensation."

Recent Accounting Pronouncements

The Company evaluated all recently issued Financial Accounting Standards Board ("FASB") Accounting Standard Updates ("ASU"), including those that are currently effective in or after 2025, and determined that the adoption of these pronouncements would not have a material effect on the financial position, results of operations or cash flows of the Company, with the exception of the following adopted and not yet adopted recent accounting principles:

(2)REVENUE

Sales includes revenue from contracts with customers for roof and foundation ventilation products, single point and centralized mail systems, trims, flashings, metal roofing, rain dispersion products and other accessories, retractable awnings and gutter guards; designing, engineering, manufacturing and installation of controlled environment agriculture structures, custom greenhouses and structural canopies; structural bearings, expansion joints, pavement sealant, elastomeric concrete and bridge cable protection systems.

Refer to Note 16 "Segment Information" for disclosures related to disaggregation of revenue.

Payment terms and conditions vary by contract, although terms generally include a requirement of payment within a range from 30 to 60 days, or in certain cases, up front deposits. In circumstances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined that the Company's contracts generally do not include a significant financing component. Taxes collected from customers, which are subsequently remitted to governmental authorities, are excluded from sales.

As of December 31, 2025, the Company's remaining performance obligations are part of contracts that have an original expected duration ofone year or less. Additionally, as of December 31, 2025 and 2024, there wereno assets recognized related to incremental costs of obtaining a contract with a customer as the benefits of these costs are not expected to exceedone year.

Contract assets consist of net costs in excess of billings, classified as current assets in the Company's consolidated balance sheets. Contract liabilities consist of billings in excess of costs, classified as current liabilities, and unearned revenue, presented within accrued expenses, in the Company's consolidated balance sheets. Unearned revenue at December 31, 2025 and 2024 was $1.4 million and $0.7 million, respectively.

The Company recognized revenue of $13.7 million, $15.4 million, and $15.0 million during the years ended December 31, 2025, 2024, and 2023, respectively, that was included in the contract liabilities balance of $15.4 million, $17.3 million, and $17.8 million at December 31, 2024, 2023 and 2022, respectively.

The increase in costs in excess of billings from December 31, 2024 was primarily due to the acquisition of Lane Supply, Inc. in 2025. The decrease in billings in excess of costs from December 31, 2024 was primarily due to timing and decrease in the number of contracts under which the Company has billed customers in advance of the satisfaction of performance obligations in the Agtech segment near the end of 2025.

During the years ended December 31, 2025, 2024, and 2023, the Company revised certain total costs expected to be incurred to complete estimates for contracts with customers whose performance obligations are satisfied over time, based on updated information and the Company’s regular contract reviews. The impact of these changes in estimates were not material to the Company’s consolidated financial statements, and there were no changes in estimates related to any individual contract that materially impacted the Company’s consolidated financial statements.

(3)INVENTORIES, NET

Inventories, net of reserves, consisted of the following at December 31 (in thousands):

Reserve for excess, obsolete and slow moving inventory as of December 31, 2025 and 2024 was $4.4 million and $3.0 million, respectively.

(4)PROPERTY, PLANT, AND EQUIPMENT, NET

Components of property, plant, and equipment consisted of the following at December 31 (in thousands):

(5)ACQUISITIONS AND DIVESTITURES

2025 Acquisitions

During the year ended December 31, 2025, the Company acquired four businesses in separate transactions. One acquired business is included within the Company's Agtech segment and the other three acquired businesses are included in the Company's Residential segment.

On February 11, 2025, the Company purchased all the outstanding stock of Lane Supply, Inc. ("Lane Supply"), a privately held company that designs, manufactures and installs structural canopies serving the convenience store, travel center, food retail, and quick serve restaurant markets. The results of Lane Supply have been included in the Company's consolidated financial results since the date of acquisition within the Company's Agtech segment. The purchase consideration for this acquisition was $118.0 million, which includes a working capital adjustment and certain other adjustments provided for in the stock purchase agreement, and was funded with cash on hand.

On March 31, 2025, the Company acquired two privately held businesses within its Residential segment that primarily specialize in the manufacturing of metal roofing systems, along with metal wall panels, siding and trim products. The Company purchased all the outstanding stock of one of the businesses and substantially all of the assets of the other business for a combined preliminary purchase consideration of $92.9 million, which includes preliminary working capital adjustments and certain other adjustments provided for in the purchase agreements. A portion of the purchase consideration was funded with cash on hand, with the remaining portion payable in 2026. The Company recorded an acquisition payable included in accrued expenses of $11.3 million as of December 31, 2025 to reflect this obligation.

On July 31, 2025, the Company purchased substantially all the assets of another privately held business within its Residential segment that primarily specializes in the manufacturing of metal roofing systems and roofing accessories. The preliminary purchase consideration for this acquisition was $16.0 million, which includes preliminary working capital adjustments and certain other adjustments provided for in the asset purchase agreement, and was funded with cash on hand.

The purchase price for these acquisitions were preliminarily allocated to the assets acquired and liabilities assumed based upon their respective fair values estimated as of the date of acquisitions. The Company has commenced the process to confirm the existence, condition, and completeness of the assets acquired and liabilities assumed to establish fair value of such assets and liabilities and to determine the amount of goodwill to be recognized as of the date of acquisitions. Goodwill recognized in these acquisitions are primarily attributable to factors such as future economic benefits arising from other assets acquired that could not be individually identified including workforce additions, growth opportunities, and increased presence in domestic agtech structures and metal roofing markets, respectively. Due to the timing of certain adjustments provided for in the purchase agreements as described above related to the acquisitions of the privately held metal roofing businesses, the Company is still collecting information necessary to finalize the purchase considerations. Accordingly, the amounts recorded are provisional and may change if additional information is obtained regarding facts and circumstances that existed as of the acquisition dates and that would have affected the measurement of the amounts recognized at those dates. Since the respective acquisition dates of the privately held businesses, the Company has recorded measurement-period adjustments, including adjustments as a result of new information obtained about facts and circumstances that existed as of the respective acquisition dates and included an increase of $18.9 million to acquired intangible assets and a corresponding decrease to goodwill. The impact of this adjustment, and other measurement-period adjustments, which would have been recognized in previous periods if the provisional amounts had been finalized as of the respective acquisition dates, have not materially impacted the Company's consolidated statements of operations. The final determination of the fair value of certain assets and liabilities will be completed within a measurement period of up to one year from the date of the acquisitions. The final values may also result in changes to depreciation and amortization expense related to certain assets such as property, plant, and equipment and acquired intangible assets.

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

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

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

For the acquisition of the two metal roofing businesses acquired on March 31, 2025, the preliminary excess consideration was recorded as goodwill and approximated $43.8 million, all of which is deductible for tax purposes. The final purchase price allocation will be completed no later than the first quarter of fiscal year 2026.

For the acquisition of the metal roofing business acquired on July 31, 2025, the preliminary excess consideration was recorded as goodwill and approximated $8.8 million, all of which is deductible for tax purposes. The final purchase price allocation will be completed no later than the third quarter of fiscal year 2026.

The preliminary allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed in the acquisitions of the three metal roofing businesses is as follows as of the respective date of the acquisitions (in thousands):

The intangible assets acquired in the three metal roofing business acquisitions consisted of the following (in thousands):

In determining the allocation of the purchase price to the assets acquired and liabilities assumed, the Company uses all available information to make fair value determinations using Level 3 unobservable inputs in which little or no market data exists, and therefore, engages independent valuation specialists to assist in the fair value determination of the acquired long-lived assets.

Since their respective acquisition dates through December 31, 2025, Lane Supply and the three privately held businesses contributed approximately $171.5 million in net sales and $14.5 million in operating income.

Pro Forma Information (Unaudited)

As the Company acquired the following businesses during the year ended December 31, 2025, the following periods are not included in the Company's consolidated statements of operations by acquisition as follows:

The following unaudited pro forma financial information represents a summary of the consolidated results of continuing operations of the Company, assuming these acquisitions had been completed on January 1, 2024 for the years ended December 31 (in thousands):

These pro forma amounts have been compiled by adding the historical results of these businesses to the results of the Company after applying accounting policies and pro forma adjustments primarily for amortization that would have been charged assuming the preliminary fair value adjustments to intangible assets had been applied from January 1, 2024.

The pro forma financial information is not necessarily indicative of the results of continuing operations that would have been achieved if the acquisitions had been effective as of these dates, or of future results.

2023 Acquisition

On July 5, 2023, the Company acquired the assets of a privately held Utah-based company that manufactures and distributes roof flashing and accessory products, and sells direct to roofing wholesalers. The results of this acquisition have been included in the Company's consolidated financial results since the date of acquisition within the Company's Residential segment. The purchase consideration for this acquisition was $10.4 million, which includes a working capital adjustment and certain other adjustments provided for in the asset purchase agreement.

The purchase price for the acquisition was allocated to the assets acquired and liabilities assumed based upon their respective fair values estimated as of the date of acquisition. The Company has completed the process to confirm the existence, condition, and completeness of the assets acquired and liabilities assumed to establish fair value of such assets and liabilities and to determine the amount of goodwill to be recognized as of the date of acquisition. The excess consideration was recorded as goodwill and approximated $3.0 million, all of which is deductible for tax purposes. Goodwill represents future economic benefits arising from other assets acquired that could not be individually identified including workforce additions, growth opportunities, and increased presence in the domestic building products markets.

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

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

The acquisition of the privately held Utah-based company was financed primarily through borrowings under the Company's revolving credit facility.

Acquisition-related Costs

The Company recognized costs as a component of cost of sales related to the sale of inventory at fair value as a result of allocating the purchase price of recent acquisitions. The Company also incurred certain acquisition-related costs comprised of legal and consulting fees. These costs were recognized as a component of selling, general, and administrative expenses in the consolidated statements of operations. The acquisition-related costs consisted of the following for the years ended December 31 (in thousands):

The costs incurred during the year ended December 31, 2025 include $9.6 million related to an acquisition completed on February 2, 2026. Refer to Note 18 "Subsequent Events" for additional information related to this acquisition.

2024 Divestiture

On December 17, 2024, the Company sold its electronic locker business within its Residential segment to a third party. The $28.1 million net proceeds from the sale resulted in a pre-tax net gain of $25.3 million and has been presented within other (income) expense in the consolidated statements of operations. This divestiture did not meet the criteria to be recorded as a discontinued operation, nor did it have a major effect on the Company's operations.

(6)GOODWILL AND INTANGIBLE ASSETS

Goodwill

The following table summarizes the goodwill attributable to the Company's reporting units for the periods presented (in thousands):

(1) Other changes in the carrying amounts of goodwill includes adjustment to foreign currency translation in 2025 and 2024 within Agtech, and an adjustment to prior year acquisition and sale of business in 2024 within Residential.

Goodwill is recognized net of accumulated impairment losses of $133.2 million as of December 31, 2025 and 2024. No goodwill impairment charges were recognized during the years ended December 31, 2025, 2024, and 2023.

Annual and Interim Impairment Testing

The Company tests goodwill and indefinite-lived intangible assets for impairment on an annual basis as of October 31 and at interim dates when indicators of impairment are present. In 2025, 2024, and 2023, no indicators of impairment were identified as of interim dates; therefore, no interim tests were performed.

The Company conducted its annual goodwill impairment test for itssix reporting units as of October 31, 2025. A qualitative analysis was conducted for allsix reporting units. The qualitative impairment test consists of comparing the fair value of a reporting unit with its carrying value including goodwill. For additional disclosure of the Company's assessment approach, refer to Note 1 "Summary of Significant Accounting Policies".

As a result of the Company's annual testing for 2025, 2024, and 2023, none of the reporting units with goodwill as of the testing date had carrying values in excess of their fair values.

Intangible Assets

Intangible assets consisted of the following (in thousands):

The following table summarizes intangible asset impairment for the years ended December 31 (in thousands):

(1) Rebranding initiatives that resulted in the discontinuation of certain indefinite-lived trademarks in the Agtech segment in 2024 and 2023.

The Company recognized amortization expense related to the definite-lived intangible assets. The following table summarizes amortization expense for the years ended December 31 (in thousands):

Amortization expense related to intangible assets is estimated as follows for the next five years ended December 31 (in thousands):

(7)ACCRUED EXPENSES

Accrued expenses consisted of the following at December 31 (in thousands):

Compensation includes salaries, benefits, and short-term or current portions of incentives and bonuses. Insurance is primarily for general liability, workers’ compensation and employee healthcare policies for which the Company is self-insured up to certain per-occurrence and aggregate limits.

Refer to Note 12 "Income Taxes" for information regarding tax credits.

(8)DEBT

The Company hadno outstanding debt as of December 31, 2025 and 2024.

2022 Credit Agreement

On December 8, 2022, the Company entered into a credit agreement (the "2022 Credit Agreement") which provided for a revolving credit facility and letters of credit in an aggregate amount equal to $400 million. Refer to Note 18 "Subsequent Events" for information regarding the termination of the 2022 Credit Agreement and the new credit agreement the Company entered into on February 2, 2026.

The following table sets forth the Company's availability on the revolving credit facility as of December 31 (in thousands):

Prior to February 2, 2026, the Company could have requested additional financing to increase the revolving credit facility to $700 million or enter into a term loan of up to $300 million subject to conditions set forth in the 2022 Credit Agreement. The 2022 Credit Agreement containedtwo financial covenants. As of December 31, 2025, the Company was in compliance with all financial covenants.

Borrowings under the 2022 Credit Agreement bore interest, at the Company’s option, at a rate equal to the applicable margin plus (a) a base rate, (b) a daily simple secured overnight financing rate ("SOFR") rate, (c) a term SOFR rate or (d) for certain foreign currencies, a foreign currency rate, in each case subject to a 0% floor. The 2022 Credit Agreement included an applicable margin which ranges from 0.125% to 1.00% for base rate loans and from 1.125% to 2.00% for SOFR and alternative currency loans based on the Company’s Total Net Leverage Ratio, as defined in the 2022 Credit Agreement. In addition, the 2022 Credit Agreement was subject to an annual commitment fee, payable quarterly, which ranged between 0.20% and 0.25% of the daily average undrawn balance of the revolving credit facility based on the Company’s Total Net Leverage Ratio.

Borrowings under the 2022 Credit Agreement were secured by the trade receivables, inventory, personal property, equipment, and general intangibles of the Company’s significant domestic subsidiaries. Capital distributions were subject to certain Total Net Leverage Ratio requirements and capped by an annual aggregate limit under the 2022 Credit Agreement.

(9)EQUITY-BASED COMPENSATION

The Company awards equity-based compensation to employees and non-employee directors, which is recognized in the consolidated statements of operations based on the grant-date fair value of the award. The Company uses the straight-line method for recording compensation expense over a vesting period generally up tofour years with either graded or cliff vesting. Stock compensation expense recognized during the period is based on the value of the portion of equity-based awards that is ultimately expected to vest during the period reduced by the expense on unvested awards forfeited during the period.

The Gibraltar Industries, Inc. Amended and Restated 2018 Equity Incentive Plan (the "Amended 2018 Plan") which includes a total of 1,631,707 shares available for issuance, allows the Company to grant equity-based incentive compensation awards, in the form of non-qualified options, restricted shares, restricted stock units, performance shares, performance stock units, and stock rights to eligible participants.

The Gibraltar Industries, Inc. Amended and Restated 2016 Stock Plan for Non-Employee Directors ("Non-Employee Directors Plan") which includes 200,000 shares available for issuance, allows the Company to grant awards of shares of the Company's common stock to current non-employee Directors of the Company, and permits the Directors to defer receipt of such shares pursuant to the terms of the Non-Employee Directors Plan.

At December 31, 2025, approximately 490,000 shares were available for issuance under the Amended 2018 Plan as incentive stock options or other stock awards, and approximately 60,000 shares were available for issuance under the Non-Employee Directors Plan as awards of shares of the Company's common stock.

The compensation cost for employee and non-employee director equity-based compensation plans for all current and prior year awards granted along with the related tax benefits recognized within continuing operations were as follows during the years ended December 31 (in thousands):

Equity Based Awards - Settled in Stock

The following table provides the number of stock units and common stock granted, along with the weighted-average grant-date fair value of each award, during the years ended December 31:

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

Stock Units and Common Stock

The following table summarizes stock units and common stock activity during 2025:

(1) Adjustments during the first quarter of 2025 for PSUs granted in 2024 to reflect 45.0% of the target amount granted based on the Company's actual ROIC compared to ROIC target for the performance period ended December 31, 2024.

(2) Vested and issuable upon termination from service as a member of the Company's Board of Directors.

The fair value of the restricted stock units, common stock, performance stock units with a financial performance condition, and deferred stock units granted during the three years ended December 31, 2025 was based on the Company's stock price at grant date of the award.

The following table sets forth the aggregate fair value of restricted stock units, common stock, performance stock units with a financial performance condition, and deferred stock units that vested during the years ended December 31 (in thousands):

As of December 31, 2025, there was $10.7 million of total unrecognized compensation cost related to non-vested restricted stock units and performance stock units. This cost is expected to be recognized over a weighted average period of 2.57 years.

Equity Based Awards - Settled in Cash

Management Stock Purchase Plan

The Company's equity-based awards that are settled in cash are the awards under the Management Stock Purchase Plan (the "MSPP") which is authorized under the Company's equity incentive plans. The MSPP provides participants the ability to defer a portion of their compensation, convertible to unrestricted investments, restricted stock units, or a combination of both, or defer a portion of their directors’ fees, convertible to restricted stock units. Employees eligible to defer a portion of their compensation also receive a company-matching award in restricted stock units equal to a percentage of their deferred compensation.

The deferrals and related company match are credited to an account that represents a share-based liability. The portion of the account deferred to unrestricted investments is measured at fair market value of the unrestricted investments, and the portion of the account deferred to restricted stock units and company-matching restricted stock units is measured at a 200-day average of the Company's stock price. The account will be converted to and settled in cash payable to participants upon retirement or a termination of their service to the Company.

Total MSPP liabilities recorded on the consolidated balance sheet as of December 31, 2025 were $22.2 million, of which $3.1 million was included in accrued expenses and $19.1 million was included in other non-current liabilities. Total MSPP liabilities recorded on the consolidated balance sheet as of December 31, 2024 were $23.7 million, of which $3.2 million was included in accrued expenses and $20.5 million was included in other non-current liabilities. The value of the restricted stock units within the MSPP liabilities was $15.7 million and $18.1 million at December 31, 2025 and 2024, respectively.

The following table provides the number of restricted stock units credited to active participant accounts, balance of vested and unvested restricted stock units within active participant accounts, payments made with respect to MSPP liabilities and MSPP expense during years ended December 31:

(10)FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Depending on the nature of the asset or liability, various techniques and assumptions can be used to estimate fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

The fair value hierarchy is defined as follows:

•Level 1 - Quoted prices in active markets for identical assets or liabilities.

•Level 2 - Observable inputs other than quoted prices in active markets for similar assets and liabilities.

•Level 3 - Inputs that are unobservable inputs for the asset or liability.

The Company had no financial assets or liabilities measured at fair value on a recurring basis and did not have any financial instruments for which carrying value differed from its fair value at December 31, 2025 and 2024. As of December 31, 2025, the Company hadno outstanding indebtedness on its revolving credit facility under the 2022 Credit Agreement.

The Company’s other financial instruments primarily consist of cash and cash equivalents, trade receivables, and accounts payable. The carrying values for these financial instruments approximate fair value. The Company did not have any other material assets or liabilities carried at fair value and measured on a recurring basis as of December 31, 2025 and 2024.

Other non-recurring fair value measurements

There were no impairment charges recognized in continuing operations during the year ended December 31, 2025. The Company recognized intangible asset impairment during the years ended December 31, 2024 and 2023 as noted in Note 6, "Goodwill and Intangible Assets." The fair values of the impaired intangible assets for 2024 and 2023 waszero, and the carrying values were $6.0 million and $3.2 million, respectively. The Company used unobservable inputs, classified as Level 3 inputs, in determining the fair value of these assets.

The Company also applied fair value principles for the goodwill impairment tests performed during 2025, 2024, and 2023. In 2025 and 2024, the Company performed qualitative tests for all of its reporting units within continuing operations. In 2023, the Company performed quantitative tests using two valuation models to estimate the fair values for all its reporting units within continuing operations. Both models primarily use Level 3 inputs. Refer to Note 6 "Goodwill and Intangible Assets" for information regarding the Company’s goodwill impairment testing.

Additionally, as described in Note 5 "Acquisitions and Divestitures" and Note 17 "Discontinued Operations," the Company used Level 3 inputs to estimate fair values allocated to the assets acquired and liabilities assumed in connection with acquisitions and to determine the fair value of its business classified as discontinued operations, respectively.

(11)EXIT ACTIVITY COSTS AND ASSET IMPAIRMENTS

The Company periodically undertakes restructuring initiatives as part of its focus to improve operating performance and optimize its business portfolio. These initiatives have led to reorganizing the Company's manufacturing footprint, outsourcing or discontinuing low-volume, low margin products, or selling or exiting less profitable businesses or product lines. As a result, the Company has incurred costs related to discrete restructuring events for moving and closing facilities, severance, and inventory and fixed asset write-downs during the years ended December 31, 2025, 2024 and 2023.

The following table sets forth the exit activity costs (recoveries) and asset impairment charges (recoveries) incurred by segment related to the restructuring activities described above during the years ended December 31 (in thousands):

The following table provides a summary of where the above exit activity costs and asset impairments are recorded in the consolidated statements of operations for the years ended December 31 (in thousands):

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):

(12)INCOME TAXES

The components of income before taxes from continuing operations consisted of the following for the years ended December 31 (in thousands):

The provision for income taxes from continuing operations consisted of the following for the years ended December 31 (in thousands):

The provision for income taxes from continuing operations differs from the federal statutory rate of 21% due to the following for the years ended December 31 (in thousands, except for percentages):

(1) For the year ended December 31, 2025, state taxes in California, New York and Michigan make up the majority (greater than 50 percent) of the tax effect in this category. For the year ended December 31, 2024, state taxes in California, Illinois, Florida, Kansas, Minnesota and Michigan make up the majority (greater than 50 percent) of the tax effect in this category. For the year ended December 31, 2023, state taxes in California, Maine, New Jersey and New York make up the majority (greater than 50 percent) of the tax effect in this category.

Consolidated income taxes paid (net of refunds) consisted of the following for the years ended December 31 (in thousands):

For the year ended December 31, 2025, New York and Canada exceeded five percent of consolidated income taxes paid (net of refunds), with income taxes paid (net of refunds) of $1.0 million and $1.9 million, respectively. For the years ended December 31, 2024 and 2023, no jurisdictions exceeded five percent of consolidated income taxes paid (net of refunds), respectively.

The Company has recorded U.S. federal, state, and foreign current tax receivables of $41.7 million and $10.4 million at December 31, 2025 and 2024, respectively, which are presented within prepaid expenses and other current assets in the Company's consolidated balance sheets.

Consolidated deferred tax (assets) liabilities consisted of the following at December 31 (in thousands):

The Company has recorded deferred tax assets of $17.8 million at December 31, 2025, which are presented within other assets on the Company's consolidated balance sheets.

The Company had total net operating loss carryforwards of $30.4 million, which included $0.2 million for federal and $30.2 million for state at December 31, 2025. There was no foreign net operating loss carryforward. The federal and state net operating loss carryforwards expire between 2032 and 2045. The Company recognized a total of $1.3 million of deferred tax assets, net of the federal tax benefit, related to these net operating losses prior to any valuation allowances, which included $0.1 million of federal and $1.2 million of state deferred tax assets.

In connection with the sale of a business during 2021, the Company generated a capital loss of $113.7 million for federal and state purposes to the extent allowable under state tax regulations. Amended federal returns were filed to carryback $3.7 million of capital loss. As a result of the sale of the Company's electronic locker business within its Residential segment in 2024, $29.2 million of the capital loss was utilized to offset the capital gain from the sale, and the valuation allowance was subsequently adjusted. As of December 31, 2025, the remaining capital loss carryforward is $80.8 million. The capital loss carryforward will expire in 2026. The Company recognized a total of $19.1 million of deferred tax assets, net of the federal benefit, related to this carryforward prior to any valuation allowances, which included $16.4 million of federal and $2.7 million of state deferred tax assets. The Company has a full valuation allowance on the capital loss carryforward and as a result there is no deferred tax asset related to the capital loss.

During the year ended December 31, 2025, the Company entered into an agreement to purchase approximately $82.8 million of transferrable energy-related investment tax credits. At December 31, 2025, $79.5 million of the related purchase commitment was included in accrued expenses on the Company's consolidated balance sheets. The Company expects to utilize $8.3 million of these credits on its 2025 federal return and to carryback approximately $28.5 million to its federal returns for the years ended December 31, 2022 through 2024. In connection with this transaction and other similar transactions during the year ended December 31, 2025, the Company recognized a discount of $2.3 million within provision for income taxes from continuing operations in the Company's consolidated statements of operations. During the year ended December 31, 2024, the Company purchased and utilized approximately $12.7 million of transferrable energy-related investment tax credits and recognized a discount of $1.0 million within provision for income taxes from continuing operations in the Company's consolidated statements of operations.

At December 31, 2025, the Company had an energy-related investment tax credit carryforward of $46.0 million arising from the 2025 transaction described above, and a corresponding deferred tax asset has been recorded. The Company expects to recognize an additional $1.8 million tax benefit related to the discount on the remaining credit upon its future utilization. These credits will expire in 2047.

Valuation allowances have been recorded relating to certain federal, state, and foreign deferred tax assets if it is more likely than not that such assets will not be realized. The following sets forth a reconciliation of the beginning and ending amount of the Company’s consolidated valuation allowance (in thousands):

At December 31, 2025, the Company had approximately $3.3 million of undistributed earnings of international subsidiaries. The Company continues to maintain its assertion that all remaining foreign earnings will be indefinitely reinvested. Any excess earnings could be used to grow the Company's international operations through launches of new capital projects or additional acquisitions. Determination of the amount of unrecognized deferred U.S. income tax liability related to the Company's remaining unremitted foreign earnings is not practicable due to the complexities associated with its hypothetical calculation. With respect to outside basis differences other than unremitted earnings, the Company continues to be permanently reinvested and have no plans to liquidate or sell any international subsidiaries. In addition, the Company has not provided for deferred taxes on any outside basis differences of its domestic subsidiaries as it has the ability and intent to recover these basis differences in a tax-free manner. It is not practicable to determine the amount of unrecognized deferred tax related to these basis differences.

The Company did not have any unrecognized tax benefits or activity related to such benefits in any of the years presented in the consolidated financial statements. The Company classifies accrued interest and penalties related to unrecognized tax benefits in income tax expense. No interest or penalties have been recognized during the years presented.

The Company and its U.S. subsidiaries file a U.S. federal consolidated income tax return. Foreign and U.S. state jurisdictions have statute of limitations generally ranging from four toten years.

In December 2021, the Organization for Economic Cooperation and Development introduced Base Erosion and Profit Shifting ("BEPS") Pillar 2 rules that impose a global minimum tax rate of 15%. Numerous countries, including European Union member states, have enacted or are expected to enact legislation to be effective for tax years beginning as early as January 1, 2024, with general implementation of global minimum tax by January 1, 2025. The Company considered the impacts of BEPS Pillar 2 on its consolidated financial statements and determined that it meets the revenue threshold to be a BEPS taxpayer, however, the Company has met the safe harbor tests such that no additional tax liability applies.

The (benefit of) provision for income taxes from discontinued operations consisted of the following for the years ended December 31 (in thousands):

For the year ended December 31, 2025, benefit of income taxes from discontinued operations includes a $3.1 million tax benefit related to Internal Revenue Code ("IRC") Section 45X credits generated by the Company's manufacturing activities. An additional $8.1 million benefit related to IRC Section 45X is included within operating expenses of discontinued operations as these credits are refundable under a direct pay election, and as a result are not included within the benefit of income taxes from discontinued operations in the Company's consolidated statements of operations.

On July 4, 2025, the U.S. enacted a budget reconciliation package known as the One Big Beautiful Bill Act of 2025 ("OBBBA"). The OBBBA did not have a material impact to the Company's results of operations, cash flows, financial condition or related disclosures for the year ended December 31, 2025. The Company continues to evaluate the impact of OBBBA on future periods and currently does not expect it to have a material effect on its results of operations, cash flows, financial condition and related disclosures.

(13)EARNINGS PER SHARE

Weighted average shares outstanding for basic and diluted earnings were as follows for the years ended December 31 (in thousands):

The following table provides the potential anti-dilutive common stock units not included in the diluted weighted average shares calculations for the years ended December 31 (in thousands):

(14)LEASES

The Company's leases are classified as operating leases and consist of manufacturing facilities, offices, vehicles and equipment.

Most of the Company's leases include one or more options to renew, with renewal terms that can extend the respective lease term fromone month tofifteen years. The exercise of lease renewal options is at the Company's sole discretion. As of December 31, 2025 and 2024, the Company's renewal options are not part of the Company's operating lease assets and operating lease liabilities. Certain leases also include options to purchase at fair value the underlying leased asset at the Company's sole discretion.

The components of lease costs were as follows for the years ended December 31 (in thousands):

Information related to the Company's operating right-of-use assets and related operating lease liabilities were as follows for the years ended December 31 (in thousands):

Information related to the Company's lease terms and discount rates were as follows as of December 31:

The future maturity of the Company's lease liabilities were as follows as of December 31, 2025 (in thousands):

The Company uses its incremental borrowing rate based on information available at the commencement date of a lease in determining the present value of lease payments as the rates implicit in most of the Company's leases are not readily determinable.

(15)COMMITMENTS AND CONTINGENCIES

The Company is a party to certain claims and legal actions generally incidental to its business. Management does not believe that the outcome of any claims, or other claims which are not clearly determinable at the present time, would result in a material adverse effect on the Company's financial condition or results of operations.

(16)SEGMENT INFORMATION

The Company hasthree reportable segments: Residential, Agtech and Infrastructure. The Company's reportable segments are each managed separately because they design, engineer, manufacture, and where applicable install, distinct products with different production processes.

•Residential consists of operating segments that sell the following products and services to major retail home centers, building material wholesalers, building product distributors, roofing distributors, residential contractors, property management companies, manufactured housing dealers, postal services distributors and providers, and online direct to end consumers: roof and foundation ventilation products, single point and centralized mail systems and package solutions, outdoor living space products (sun-shading), rain dispersion systems, metal roofing job site services, and other construction accessories.

•Agtech consists of operating segments that sell the following products and services to large-scale indoor commercial growers, agricultural research, development facilities, as well as convenience store, travel centers, food retailers, and quick-serve restaurants: design, manufacture and build controlled environment agriculture structures, custom greenhouses and structural canopies.

•Infrastructure consists of an operating segment that sells the following products to commercial and transportation contractors and fabricators: expansion joints, structural bearings, rubber pre-formed seals and other sealants, elastomeric concrete, and bridge cable protection systems.

When determining the Company's Residential and Agtech reportable segments, the Company aggregated operating segments to be one reportable segment as the aggregation is consistent with the objectives and principles of Topic 280, Segment Reporting, and on the basis that the operating segments have similar economic and operating characteristics.

The accounting policies of the Company's segments are the same as those described in Note 1 "Summary of Significant Accounting Policies." The Company evaluates performance of all its reportable segments on income or loss from operations before interest and income taxes. The following tables illustrate certain measurements used by management to assess the performance of the segments described above for the years ended December 31 (in thousands):

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. Additionally, operating expenses include intangible asset impairment recognized in the Agtech reportable segment during the respective years ended December 31, 2024 and 2023. There was no intangible asset impairment recognized during the year ended December 31, 2025.

The Company’s CODM consisted of the Company’s chief executive officer during the years ended December 31, 2025, 2024 and 2023. For the Company’s reportable segments, the CODM uses segment income (loss) from operations before interest and income taxes to assess segment performance and allocate resources (including employees, property, and capital resources) for each segment mainly in the annual budget and forecasting process. The CODM considers forecast-to-actual variances on a monthly basis using the income (loss) from operation before interest and taxes for each segment when making decisions about allocating capital and personnel to the segments. The CODM also uses income (loss) from operations before interest and income taxes, along with net sales, to assess the performance for each segment by comparing the results of each segment with one another and in the compensation of certain employees.

The assets by reported segment were as follows at December 31 (in thousands):

The following table is the reconciliation of total segment assets to consolidated total assets at December 31 (in thousands):

The following tables present the reported segments’ and unallocated corporate depreciation and amortization, and capital expenditures for the years ended December 31 (in thousands):

The following presents disaggregated revenue by timing of transfer of control to customers by reported segment for the years ended December 31 (in thousands):

Net sales by region or origin and long-lived assets by region of domicile were as follows for the years ended and as of December 31 (in thousands):

(17)DISCONTINUED OPERATIONS

In June 2025, the Company committed to a plan to sell its Renewables business, which represents a strategic shift in operations. The decision was driven by a change in the Company's strategy to focus its asset portfolio and resources on its Residential, Agtech and Infrastructure segments. The Renewables business was classified as held for sale as of June 30, 2025, and met the criteria for discontinued operations. Subsequent to December 31, 2025, the Company completed the sale of certain assets related to the Renewables business to a third-party, refer to Note 18 "Subsequent Events" for additional information. The remaining portion of the Renewables business is currently marketed as part of an active sale program and the Company expects to complete the disposition of the remaining business prior to June 2026. The Renewables business was previously reported under the Renewables segment in accordance with ASC Subtopic 280.

Upon classifying the Renewables business as held for sale and as a discontinued operation at June 30, 2025, the Company conducted a fair value measurement analysis and determined that the Renewables business' fair value less cost to sell was greater than its carrying amount. During the quarter ended September 30, 2025, the Company determined that the fair value of the Renewables business had declined due to various headwinds in the renewables sector and other geopolitical factors, resulting in lower credible purchase offers received from market participants. As a result, the Company recognized an impairment loss before income taxes of $162.7 million.

At December 31, 2025, the Renewables business remained classified as held for sale and as a discontinued operation. Accordingly, the Company performed a fair value less cost to sell analysis as of December 31, 2025 and determined that its carrying amount exceeded fair value less costs to sell and as a result the Company recorded a remeasurement adjustment before income taxes of $13.3 million.

The fair value measurement is categorized within Level 3 of the fair value hierarchy based on significant unobservable inputs in accordance with ASC Topic 820. The impairment loss and remeasurement adjustment are reflected in the consolidated statements of operations for the year ended December 31, 2025.

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

(1) Total held for sale assets and liabilities of the discontinued operations are classified as current on the December 31, 2025 consolidated balance sheet as it is probable that the sale will occur and proceeds will be collected within one year from the date the Company committed to the plan to sell. Amounts as of December 31, 2024 are classified as current and long-term in the consolidated balance sheet, respectively.

The following table presents the major classes of line items comprising (loss) income from discontinued operations before taxes for the years ended December 31, (in thousands):

(1) Intangible assets impairment for the years ended December 31, 2024 and 2023, respectively, resulting from a rebranding initiative that led to the discontinuation of certain indefinite-lived trademarks in 2024, and the write-off of amortizing intangibles assets related to a discontinued product line in 2023.

2023 Divestiture

On December 1, 2023, the Company sold its Japan-based solar racking business within its Renewables segment to a third party. The $8.0 million net proceeds from the sale resulted in a pre-tax net loss of $0.6 million and has been presented within other (income) expense in the (loss) income from discontinued operations before taxes for the year ended December 31, 2023.

(18)SUBSEQUENT EVENTS

Acquisition

On February 2, 2026, the Company purchased all the outstanding equity interests of Arundel Square Garden LLC, a Delaware limited liability company, the owner of OmniMax, for $1.335 billion in an all cash transaction, subject to customary adjustments related to working capital, indebtedness, cash and transaction expenses, and for which the preliminary price allocation has not been determined, using a combination of cash on hand and proceeds from new indebtedness, as described below. OmniMax is a leading U.S.- and Canada-based manufacturer of residential roofing accessories and rainwater management systems, and will be reported as part of the Company's Residential segment.

Debt

In connection with the acquisition of OmniMax, on February 2, 2026, the Company entered into a new credit agreement with Bank of America, N.A., as administrative agent and collateral agent, and other financial institutions from time to time party thereto. The Credit Agreement provides for (i) a senior secured revolving credit facility in an initial aggregate principal amount of up to $500 million, (ii) a senior secured term loan A facility in an initial aggregate principal amount of up to $650 million and (iii) a senior secured term loan B facility in an initial aggregate principal amount of up to $650 million. Letters of credit are available under the Credit Agreement in an aggregate amount of up to $100 million.

Borrowings under the Credit Agreement, together with cash on hand, were used to fund the acquisition of OmniMax, refinance certain existing indebtedness of the Company, and pay related fees and expenses. The Revolving Credit Facility may be used for working capital and other general corporate purposes. The Revolving Credit Facility and Term Loan A Facility mature on February 2, 2031, the fifth anniversary of the closing date, and the Term Loan B Facility matures on February 2, 2033, the seventh anniversary of the closing date.

Borrowing under the Credit Agreement bear interest, at the Company's option, at an annual rate based on (a) adjusted term SOFR, defined in a customary manner, or (b) a base rate, in each case plus an applicable margin determined by the Company's consolidated first lien net leverage ratio. The Company's obligations under the Credit Agreement are guaranteed by the Company's existing and subsequently acquired wholly owned domestic subsidiaries, subject to customary exceptions. The Credit Agreement contains customary financial covenants, affirmative and negative covenants, and events of default.

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

Disposition

On February 20, 2026, the Company sold certain assets within its Renewables business pertaining to its electrical balance of systems products. The sale of these assets generated net proceeds of approximately $70 million in cash, subject to working capital and other customary post-closing adjustments. Refer to Note 17 "Discontinued Operations" for more information on the Renewables business which was classified as held for sale and reported as discontinued operations in the Company's consolidated financial statements.