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GIBRALTAR INDUSTRIES, INC.

For the period ended Sep 30, 2026. Filed Nov 5, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 5, 2026

ROCK$32.47+2.5%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-08-05.

0000912562-26-000147

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-05.

0000912562-26-000173

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 96 previous paragraphs and 99 current paragraphs.

48 unchanged; 44 reworded; 7 added; 2 removed; 2 previous and 0 current paragraphs rearranged.

Tables are not compared: 7 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (7)

Current report

On October 14, 2026, the Company entered into an agreement to sell its Infrastructure business. The sale furthers the simplification of the Company's portfolio and sharpens its strategic focus and resource allocation on its Residential and Agtech segments.

Current report

On October 14 2026, Gibraltar entered into a Securities Purchase Agreement with GCP Applied Technologies Inc. for the sale of all of the issued and capital stock of DSB. Under the terms of the agreement, GCP has agreed to pay cash consideration of $208 million, subject to customary closing conditions and post-closing adjustments. DSB is the sole business reported under the Company's Infrastructure segment.

Current report

The Company believes that the planned sale of DSB represents an important step in the continued simplification of its portfolio and further sharpens its strategic focus and resource allocation toward its Residential and Agtech segments. Subject to completion of the transaction, the Company currently expects the transaction to be highly tax-efficient, which is anticipated to maximize net proceeds available to support debt reduction and strengthen the Company's balance sheet. The transaction remains subject to customary closing conditions, and there can be no assurance that the transaction will be completed on the currently contemplated terms or timeframe.

Current report

Net sales in the Company's Infrastructure segment decreased $1.8 million, or 7.8%, to $21.3 million for the three months ended September 30, 2026 compared to $23.1 million for the three months ended September 30, 2025. Backlog increased 10% from the prior year.

Current report

Nine Months Ended September 30, 2026 Compared to the Nine Months Ended September 30, 2025

Current report

The Company recorded other income of $2.6 million for the nine months ended September 30, 2026, compared to other income of $2.0 million for the nine months ended September 30, 2025.
Removed paragraphs (2)

Previous report

Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025

Previous report

Net sales in the Company's Infrastructure segment decreased $2.4 million, or 5.2%, to $44.1 million for the six months ended June 30, 2026 compared to $46.5 million for the six months ended June 30, 2025, impacted by timing of projects. Backlog increased 2% from the prior year, as demand and quoting activity remained strong.
Reworded paragraphs (44)

Previous wording

The Company serves customers primarily in the U.S. and Canada including home improvement retailers, wholesalers, distributors, contractors, institutional and commercial growers of fruits, vegetables, flowers and other plants.

Current wording

The Company is a leading manufacturer and provider of products and services serving customers primarily in the U.S. and Canada including home improvement retailers, wholesalers, distributors, contractors, institutional and commercial growers of fruits, vegetables, flowers and other plants. The Company currently operates and reports its results through three reporting segments: Residential, Agtech, and Infrastructure.

Previous wording

As of June 30, 2026, the Company's continuing operations operated in 54 facilities, comprised of 48 manufacturing facilities, strategically located across 23 states and Canada, and six offices, including a sourcing office located in China. The Company's operational infrastructure provides the necessary scale to support local, regional, and national customers in each of the Company's markets.

Current wording

As of September 30, 2026, the Company's continuing operations operated in 53 facilities, comprised of 48 manufacturing facilities, strategically located across 23 states and Canada, and five offices. The Company's operational infrastructure provides the necessary scale to support local, regional, and national customers in each of the Company's markets.

Previous wording

The Company strives to create compounding and sustainable value for its stockholders and stakeholders by maintaining strong, relevant leadership positions in higher-growth profitable end markets while continuously innovating its products, services, and business processes to further optimize the important end markets it serves in the U.S. and Canada; residential and light commercial housing, infrastructure, and controlled environment agriculture growing and research. The foundation of the Company's strategy is built on three core pillars: Business System, Portfolio Management, and Organization Development.

Current wording

The Company strives to create compounding and sustainable value for its stockholders and stakeholders by maintaining strong, relevant leadership positions in higher-growth profitable end markets while continuously innovating its products, services, and business processes to further optimize the important end markets it currently serves in the U.S. and Canada; residential and light commercial housing, infrastructure, and controlled environment agriculture growing and research. The foundation of the Company's strategy is built on three core pillars: Business System, Portfolio Management, and Organization Development.

Previous wording

During 2026, the Company completed the divestiture of its Renewables business through two separate asset sales. On February 20, 2026, the Company sold certain assets related to its electrical balance of systems product for net cash proceeds of approximately $75 million, subject to working capital and other customary post-closing adjustments. The proceeds were applied toward debt reduction. On July 15, 2026, the Company sold the remaining Renewables business assets related to its racking and foundations operations for $5 million in cash, subject to customary post-closing adjustments, completing the divestiture of the Renewables business.

Current wording

During 2026, the Company completed the divestiture of its Renewables business through two separate asset sales. On February 20, 2026, the Company sold certain assets related to its electrical balance of systems product for net cash proceeds of approximately $75 million, subject to working capital and other customary post-closing adjustments. The proceeds were applied toward debt reduction. On July 15, 2026, the Company sold the remaining Renewables business assets related to its racking and foundations operations for a purchase price of $5 million, subject to customary post-closing adjustments, completing the divestiture of the Renewables business.

Previous wording

Consolidated net sales increased by $200.0 million, or 64.6%, to $509.5 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase was driven by sales generated from acquisitions of $184.5 million, primarily the result of the OmniMax acquisition in the prior quarter of 2026. Organic growth of 5%, the result of price increases to align with rising commodity costs, also contributed to the increase in net sales.

Current wording

Consolidated net sales increased by $168.6 million, or 54.2%, to $479.6 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The increase was driven by sales generated from acquisitions of $161.6 million, primarily the result of the current year acquisition of OmniMax. Organic growth of 2%, the result of price increases to align with rising commodity costs, also contributed to the increase in net sales.

Previous wording

Net sales in the Company's Residential segment increased $195.6 million, or 84.9%, to $425.9 million for the three months ended June 30, 2026 compared to $230.3 million for the three months ended June 30, 2025. The higher net sales was driven by acquisitions of $184.5 million, primarily generated from the current year acquisition of OmniMax. Organic net sales increased 5%, the result of timing of price/cost adjustments.

Current wording

Net sales in the Company's Residential segment increased $168.7 million, or 73.3%, to $399.0 million for the three months ended September 30, 2026 compared to $230.3 million for the three months ended September 30, 2025. The higher net sales was driven by sales generated from acquisitions of $161.6 million, primarily generated from the current year acquisition of OmniMax. Organic net sales increased 3%, driven by participation gains which more than offset a down market.

Previous wording

Net sales in the Company's Agtech segment increased 8.7%, or $4.7 million, to $58.8 million for the three months ended June 30, 2026 compared to $54.1 million for the three months ended June 30, 2025. The net sales increase was due to growth in both the commercial and structures businesses. Backlog decreased 34% year over year.

Current wording

Net sales in the Company's Agtech segment increased 3.0%, or $1.8 million, to $59.3 million for the three months ended September 30, 2026 compared to $57.6 million for the three months ended September 30, 2025. The net sales increase was driven by growth in both the commercial and structures businesses. Backlog decreased 55% year over year.

Previous wording

The Company's consolidated gross margin decreased to 25.9% for the three months ended June 30, 2026 compared to 28.4% for the three months ended June 30, 2025. The decrease was driven by business and product line mix, unfavorable alignment of price/material cost, and the impact of ongoing integration activities, partially offset by overall continued operational efficiencies along with 80/20 initiatives.

Current wording

The Company's consolidated gross margin decreased to 24.0% for the three months ended September 30, 2026 compared to 26.6% for the three months ended September 30, 2025. The decrease was driven by business and product line mix and the impact of ongoing integration activities.

Previous wording

Selling, general, and administrative ("SG&A") expense increased by $23.9 million, or 49.5% to $72.3 million for the three months ended June 30, 2026 compared to $48.3 million for the three months ended June 30, 2025. The $23.9 million increase was primarily due to incremental SG&A expense incurred in connection with recent acquisitions along with higher acquisition-related expense as compared to the prior year quarter. SG&A expense as a percentage of net sales decreased to 14.2% for the three months ended June 30, 2026 compared to 15.6% for the three months ended June 30, 2025.

Current wording

Selling, general, and administrative ("SG&A") expense increased by $23.0 million, or 53.7%, to $65.8 million for the three months ended September 30, 2026 compared to $42.8 million for the three months ended September 30, 2025. The $23.0 million increase was primarily due to incremental SG&A expense incurred in connection with recent acquisitions along with higher acquisition-related expense as compared to the prior year quarter. SG&A expense as a percentage of net sales decreased to 13.7% for the three months ended September 30, 2026 compared to 13.8% for the three months ended September 30, 2025.

Previous wording

The Residential segment generated an operating margin of 14.2% in the current year quarter compared to 18.9% in the prior year quarter. Operating margin declined year over year, primarily as a result of price/cost alignment, early stage production inefficiencies and the timing of productivity and integration actions and acquisition charges, along with business and product mix during the current year quarter.

Current wording

The Residential segment generated an operating margin of 12.4% in the current year quarter compared to 17.6% in the prior year quarter. Operating margin declined year over year, primarily as a result of business and product mix, integration actions and acquisition charges.

Previous wording

The Agtech segment generated an operating margin of 10.0% in the current year quarter compared to (0.9)% in the prior year quarter. Operating margin increased year over year due to higher volumes, along with prior year costs related to the acquisition of Lane Supply in 2025.

Current wording

The Agtech segment generated an operating margin of 8.7% in the current year quarter compared to 5.5% in the prior year quarter. Operating margin increased year over year due to higher volumes, business mix and 80/20 operating initiatives.

Previous wording

The Infrastructure segment generated an operating margin of 23.5% during the three months ended June 30, 2026 compared to 28.1% during the three months ended June 30, 2025. The margin decline year over year was the result of business mix and lower volume.

Current wording

The Infrastructure segment generated an operating margin of 19.6% during the three months ended September 30, 2026 compared to 20.5% during the three months ended September 30, 2025. The margin decline year over year was the result of lower volume and product mix.

Previous wording

Unallocated corporate expenses increased $1.7 million to $12.4 million during the three months ended June 30, 2026 from $10.7 million during the three months ended June 30, 2025. The increase was primarily the result of higher acquisition-related expense as compared to the prior year quarter.

Current wording

Unallocated corporate expenses increased $1.0 million to $9.4 million during the three months ended September 30, 2026 from $8.4 million during the three months ended September 30, 2025. The increase was primarily the result of higher acquisition and portfolio management related expense as compared to the prior year quarter.

Previous wording

Interest expense increased year over year with $21.0 million for the three months ended June 30, 2026 compared to $0.4 million for the three months ended June 30, 2025. The increase in expense was primarily due to the new issuance of debt to fund the acquisition of OmniMax earlier in the year.

Current wording

The Company recorded interest expense of $21.5 million for the three months ended September 30, 2026, primarily related to the new issuance of debt to fund the acquisition of OmniMax earlier in the year. Interest expense recorded by the Company during the three months ended September 30, 2025 was the result of maintenance fees associated with the revolving credit facility and was nearly offset by earnings on interest-bearing cash accounts.

Previous wording

The Company recorded other expense of $0.9 million for the three months ended June 30, 2026, compared to other income of $0.1 million for the three months ended June 30, 2025.

Current wording

The Company recorded other income of $2.7 million for the three months ended September 30, 2026, compared to other income of $2.0 million for the three months ended September 30, 2025.

Previous wording

The Company recognized a provision for income taxes of $6.0 million, with an effective tax rate of 28.2% for the six months ended June 30, 2026. The effective tax rate for the 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 Company recognized a provision for income taxes of $16.9 million, with an effective tax rate of 24.4% for the six months ended June 30, 2025. The effective tax rate for the 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.

Current wording

The Company recognized a provision for income taxes of $9.8 million, with an effective tax rate of 32.3% for the three months ended September 30, 2026. The effective tax rate for the three months ended September 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 Company recognized a provision for income taxes of $8.7 million, with an effective tax rate of 20.8% for the three months ended September 30, 2025. The effective tax rate for the three months ended September 30, 2025 was less than the U.S. federal statutory rate of 21% due to favorable discrete items related to an excess tax benefit on stock-based compensation and the benefit of purchased tax credits that will be carried back to prior tax years.

Previous wording

The following table sets forth selected results of operations data and percentage of net sales for the six months ended June 30 (in thousands):

Current wording

The following table sets forth selected results of operations data and percentage of net sales for the nine months ended September 30 (in thousands):

Previous wording

The following table sets forth the Company’s net sales by reportable segment for the six months ended June 30, (in thousands):

Current wording

The following table sets forth the Company’s net sales by reportable segment for the nine months ended September 30, (in thousands):

Previous wording

Consolidated net sales increased by $310.0 million, or 55.8%, to $865.8 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was driven by sales generated from acquisitions of $303.6 million, primarily the result of the Company's current year acquisition of OmniMax along with incremental sales generated from the Company's prior year acquisitions. Organic growth of 1%, the result of price increases to align with rising commodity costs, also contributed to the increase in net sales.

Current wording

Consolidated net sales increased by $478.6 million, or 55.2%, to $1.3 billion for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The increase was driven by sales generated from acquisitions of $465.2 million, primarily the result of the Company's current year acquisition of OmniMax along with incremental sales generated from the Company's prior year acquisitions. Organic growth of 2%, the result of price increases to align with rising commodity costs, also contributed to the increase in net sales.

Previous wording

Net sales in the Company's Residential segment increased $297.0 million, or 72.4%, to $707.3 million for the six months ended June 30, 2026 compared to $410.3 million for the six months ended June 30, 2025. The higher net sales was driven by acquisitions of $291.8 million primarily generated from the current year acquisition of OmniMax, along with incremental sales generated by the prior year acquisitions of the three metal roofing manufacturers. Organic net sales increased 1%, the result of timing of price/cost adjustments.

Current wording

Net sales in the Company's Residential segment increased $465.7 million, or 72.7%, to $1.1 billion for the nine months ended September 30, 2026 compared to $640.5 million for the nine months ended September 30, 2025. The higher net sales was driven by sales generated from acquisitions of $453.5 million primarily generated from the current year acquisition of OmniMax, along with incremental sales generated by the prior year acquisitions of the three metal roofing manufacturers. Organic net sales increased 2%, the result of timing of price/cost adjustments and participation gains.

Previous wording

Net sales in the Company's Agtech segment increased 15.4%, or $15.3 million, to $114.5 million for the six months ended June 30, 2026 compared to $99.1 million for the six months ended June 30, 2025. The revenue increase was largely due to $11.8 million of incremental sales generated from the prior year acquisition of Lane Supply, along with an increase in organic sales, due to timing of projects. Backlog decreased 34% year over year in this segment.

Current wording

Net sales in the Company's Agtech segment increased 10.9%, or $17.1 million, to $173.8 million for the nine months ended September 30, 2026 compared to $156.7 million for the nine months ended September 30, 2025. The revenue increase was largely due to $11.8 million of incremental sales generated from the prior year acquisition of Lane Supply, along with an increase in organic sales, due to timing of projects. Backlog decreased 55% year over year in this segment.

Previous wording

Net sales in the Company's Infrastructure segment decreased $0.3 million, or 1.2%, to $24.9 million for the three months ended June 30, 2026 compared to $25.2 million for the three months ended June 30, 2025, impacted by timing of projects. Backlog increased 2% from the prior year, as demand and quoting activity remained strong.

Current wording

Net sales in the Company's Infrastructure segment decreased $4.2 million, or 6.0%, to $65.4 million for the nine months ended September 30, 2026 compared to $69.6 million for the nine months ended September 30, 2025, impacted by timing of projects. Backlog increased 10% from the prior year.

Previous wording

The Company's consolidated gross margin decreased to 24.4% for the six months ended June 30, 2026 compared to 28.4% for the six months ended June 30, 2025. The decrease was driven by business and product line mix, unfavorable alignment of price/material cost, amortization of fair market value adjustments from business combinations and the impact of ongoing integration activities, partially offset by overall continued operational efficiencies along with 80/20 initiatives.

Current wording

The Company's consolidated gross margin decreased to 24.2% for the nine months ended September 30, 2026 compared to 27.7% for the nine months ended September 30, 2025. The decrease was driven by business and product line mix, unfavorable alignment of price/material cost, amortization of fair market value adjustments from business combinations and the impact of ongoing integration activities, partially offset by overall continued operational efficiencies along with 80/20 initiatives.

Previous wording

Selling, general, and administrative ("SG&A") expense increased by $66.1 million, or 73.8% to $155.6 million for the six months ended June 30, 2026 compared to $89.5 million for the six months ended June 30, 2025. The $66.1 million increase was primarily due to incremental SG&A expense incurred in connection with recent acquisitions, along with higher acquisition-related expense as compared to the prior year. SG&A expense as a percentage of net sales increased to 18.0% for the six months ended June 30, 2026 compared to 16.1% for the six months ended June 30, 2025.

Current wording

Selling, general, and administrative ("SG&A") expense increased by $89.0 million, or 67.3% to $221.4 million for the nine months ended September 30, 2026 compared to $132.3 million for the nine months ended September 30, 2025. The $89.0 million increase was primarily due to incremental SG&A expense incurred in connection with recent acquisitions, along with higher acquisition-related expense as compared to the prior year. SG&A expense as a percentage of net sales increased to 16.4% for the nine months ended September 30, 2026 compared to 15.2% for the nine months ended September 30, 2025.

Previous wording

The following table sets forth the Company’s operating income and operating income as a percentage of net sales by reportable segment for the six months ended June 30, (in thousands):

Current wording

The following table sets forth the Company’s operating income and operating income as a percentage of net sales by reportable segment for the nine months ended September 30, (in thousands):

Previous wording

The Residential segment generated an operating margin of 11.4% in the current year compared to 18.3% in the prior year. Operating margin declined year over year, primarily as a result of price/cost alignment, early stage production inefficiencies and the timing of productivity and integration actions and acquisition charges, along with business and product mix during the current year.

Current wording

The Residential segment generated an operating margin of 11.8% in the current year compared to 18.0% in the prior year. Operating margin declined year over year, primarily as a result of price/cost alignment, early stage production inefficiencies and the timing of productivity and integration actions and acquisition charges, along with business and product mix during the current year.

Previous wording

The Agtech segment generated an operating margin of 8.1% in the current year compared to 2.9% in the prior year. Operating margin increased year over year due to higher organic volumes, along with prior year costs related to the acquisition of Lane Supply.

Current wording

The Agtech segment generated an operating margin of 8.3% in the current year compared to 3.9% in the prior year. Operating margin increased year over year due to higher organic volumes, business mix and 80/20 operating initiatives, along with prior year costs related to the acquisition of Lane Supply.

Previous wording

The Infrastructure segment generated an operating margin of 21.7% during the six months ended June 30, 2026 compared to 26.5% during the six months ended June 30, 2025. The margin decline year over year was the result of business mix and lower volume.

Current wording

The Infrastructure segment generated an operating margin of 21.0% during the nine months ended September 30, 2026 compared to 24.5% during the nine months ended September 30, 2025. The margin decline year over year was the result of lower volume and product mix.

Previous wording

Unallocated corporate expenses increased $22.2 million to $44.2 million during the six months ended June 30, 2026 from $21.9 million during the six months ended June 30, 2025. The increase was primarily the result of higher acquisition-related expense as compared to the prior year.

Current wording

Unallocated corporate expenses increased $23.2 million to $53.6 million during the nine months ended September 30, 2026 from $30.3 million during the nine months ended September 30, 2025. The increase was primarily the result of higher acquisition and portfolio management related expense as compared to the prior year.

Previous wording

The Company recorded interest expense of $34.0 million during the six months ended June 30, 2026 associated with the new issuance of debt to fund the acquisition of OmniMax. The Company recorded interest income of $1.3 million for the six months ended June 30, 2025, the result of earnings on certain interest-bearing cash accounts.

Current wording

The Company recorded interest expense of $55.5 million during the nine months ended September 30, 2026 associated with the new issuance of debt to fund the acquisition of OmniMax. The Company recorded interest income of $1.3 million for the nine months ended September 30, 2025, the result of earnings on certain interest-bearing cash accounts.

Previous wording

The Company recognized a provision for income taxes of $10.6 million, with an effective tax rate of 28.0% for the three months ended June 30, 2026. The effective tax rate for the three 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 Company recognized a provision for income taxes of $9.8 million, with an effective tax rate of 25.0% for the three months ended June 30, 2025. The effective tax rate for the three 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.

Current wording

The Company recognized a provision for income taxes of $15.8 million, with an effective tax rate of 30.6% for the nine months ended September 30, 2026. The effective tax rate for the nine months ended September 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 Company recognized a provision for income taxes of $25.6 million, with an effective tax rate of 23.0% for the nine months ended September 30, 2025. The effective tax rate for the nine months ended September 30, 2025 was greater than the U.S. federal statutory rate of 21% due to state taxes and nondeductible permanent differences partially offset by benefits related to tax credit generation or utilization and favorable discrete items due to an excess tax benefit on stock-based compensation.

Previous wording

The Company has historically financed its working capital requirements, including capital expenditures and acquisitions, through a combination of available cash, cash flows from operations, and borrowings under the Company's 2022 Credit Agreement. As disclosed above, on February 2, 2026, the Company entered into a new Credit Agreement that provides for a senior secured revolving credit facility with an initial aggregate commitment of $500 million and letters of credit in an aggregate amount of up to $100 million. The Revolving Credit Facility under the Credit Agreement matures on February 2, 2031.

Current wording

The Company has historically financed its working capital requirements, including capital expenditures and acquisitions, through a combination of available cash, cash flows from operations, and borrowings.. As disclosed above, on February 2, 2026, the Company entered into a new Credit Agreement that provides for a senior secured revolving credit facility with an initial aggregate commitment of $500 million and letters of credit in an aggregate amount of up to $100 million. The Revolving Credit Facility under the Credit Agreement matures on February 2, 2031.

Previous wording

The Company expects that its primary cash requirements over the next twelve months will include working capital, capital expenditures, and debt service requirements. The Company believes that cash flows from operations, together with available cash on hand and borrowing capacity under the Revolving Credit Facility—which had approximately $470.3 million of availability as of June 30, 2026—will be sufficient to meet these short-term liquidity requirements. The Company currently expects to continue generating positive operating cash flows during this period and does not anticipate needing to materially increase borrowings to fund its short-term obligations.

Current wording

The Company expects that its primary cash requirements over the next twelve months will include working capital, capital expenditures, and debt service requirements. The Company believes that cash flows from operations, together with available cash on hand and borrowing capacity under the Revolving Credit Facility—which had approximately $451.3 million of availability as of September 30, 2026—will be sufficient to meet these short-term liquidity requirements. The Company currently expects to continue generating positive operating cash flows during this period and does not anticipate needing to materially increase borrowings to fund its short-term obligations.

Previous wording

Historically the Company's international operations have generated cash flow from operations sufficient to fund their working capital needs and capital improvements. As of June 30, 2026 and December 31, 2025, the Company's international subsidiaries held $5.1 million and $4.4 million of cash, respectively.

Current wording

Historically the Company's international operations have generated cash flow from operations sufficient to fund their working capital needs and capital improvements. As of September 30, 2026 and December 31, 2025, the Company's international subsidiaries held $5.7 million and $4.4 million of cash, respectively.

Previous wording

The Company's material short-term cash requirements primarily include accounts payable, purchases of tax credits, certain employee and retiree benefit-related obligations, operating lease obligations, capital expenditures, and other purchase obligations originating in the normal course of business for inventory purchase orders and contractual service agreements.

Current wording

The Company's material short-term cash requirements primarily include accounts payable, certain employee and retiree benefit-related obligations, operating lease obligations, capital expenditures, and other purchase obligations originating in the normal course of business for inventory purchase orders and contractual service agreements.

Previous wording

For the Term Loan A Facility and the Revolving Credit Facility, the applicable rate under the Credit Agreement ranges from 1.375% to 2.25% for Term SOFR loans and 0.375% to 1.25% for Base Rate loans, in each case based on the Company’s consolidated first lien net leverage ratio. For the Term Loan B Facility, the applicable rate under the Credit Agreement ranges from 1.75% to 2.25% for Term SOFR loans and 0.75% to 1.25% for Base Rate loans, in each case based on the Company’s consolidated first lien net leverage ratio. Undrawn commitment fees under the Revolving Credit Facility range from 0.175% to 0.275% based on the Company’s consolidated net leverage ratio.

Current wording

Borrowings under the senior secured credit facilities bear interest, at the Company’s option, at an annual rate equal to (a) adjusted term SOFR, defined in a customary manner or (b) the base rate plus in each case an applicable rate. For the Term Loan A Facility and the Revolving Credit Facility, the applicable rate under the Credit Agreement ranges from 1.375% to 2.25% for Term SOFR loans and 0.375% to 1.25% for Base Rate loans, in each case based on the Company’s consolidated first lien net leverage ratio. For the Term Loan B Facility, the applicable rate under the Credit Agreement ranges from 1.75% to 2.25% for Term SOFR loans and 0.75% to 1.25% for Base Rate loans, in each case based on the Company’s consolidated first lien net leverage ratio. Undrawn commitment fees under the Revolving Credit Facility range from 0.175% to 0.275% based on the Company’s consolidated net leverage ratio.

Previous wording

The program has a duration of three years and is scheduled to expire on April 30, 2028. Repurchases may be made from time to time in amounts and at prices the Company deems appropriate, subject to certain restrictions under the Credit Agreement, market conditions, applicable legal requirements, debt covenants, and other considerations. Any such repurchases may be executed through open market purchases, privately negotiated agreements, or other transactions. The repurchase program may be suspended or discontinued at any time at the Company's discretion.

Current wording

The program is scheduled to expire on April 30, 2028. Repurchases may be made from time to time in amounts and at prices the Company deems appropriate, subject to certain restrictions under the Credit Agreement, market conditions, applicable legal requirements, debt covenants, and other considerations. Any such repurchases may be executed through open market purchases, privately negotiated agreements, or other transactions. The repurchase program may be suspended or discontinued at any time at the Company's discretion.

Previous wording

The following table sets forth selected cash flow data for the six months ended June 30, (in thousands):

Current wording

The following table sets forth selected cash flow data for the nine months ended September 30, (in thousands):

Previous wording

Net cash provided by operating activities of continuing operations for the six months ended June 30, 2026 of $10.0 million consisted of income from continuing operations of $15.3 million, non-cash net charges totaling $45.8 million, which include depreciation, amortization, stock-based compensation and other non-cash charges, and $51.1 million of cash invested in working capital and other net operating assets. The cash invested in working capital and other net operating assets was primarily the result of increases in accounts receivable and inventory, partially offset by increases in accounts payable, largely the result of seasonal demand, as well as settlement of assumed liabilities related to success-based costs incurred by OmniMax as a result of the sale.

Current wording

Net cash provided by operating activities of continuing operations for the nine months ended September 30, 2026 of $19.4 million consisted of income from continuing operations of $35.9 million, non-cash net charges totaling $66.8 million, which include depreciation, amortization, stock-based compensation and other non-cash charges, and $83.3 million of cash invested in working capital and other net operating assets. The cash invested in working capital and other net operating assets was primarily the result of increases in accounts receivable and inventory, partially offset by increases in accounts payable, largely the result of seasonal demand and timing of vendor payments, as well as the settlement of the 2025 obligation to purchase transferrable energy--related investment tax credits.

Previous wording

Net cash provided by operating activities of continuing operations for the six months ended June 30, 2025 of $48.6 million consisted of income from continuing operations of $52.6 million, non-cash net charges totaling $22.7 million, which include depreciation, amortization, stock-based compensation and other non-cash charges, and $26.7 million of cash invested in working capital and other net operating assets. The cash invested in working capital and other net operating assets was primarily the result of increases in accounts receivable and inventory, partially offset by increases in accounts payable, largely the result of seasonal demand.

Current wording

Net cash provided by operating activities of continuing operations for the nine months ended September 30, 2025 of $105.4 million consisted of income from continuing operations of $85.8 million, non-cash net charges totaling $31.7 million, which include depreciation, amortization, stock-based compensation and other non-cash charges, and $12.1 million of cash invested in working capital and other net operating assets. The cash invested in working capital and other net operating assets was primarily the result of increases in accounts receivable and inventory, partially offset by increases in accounts payable, largely the result of seasonal demand.

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Previous report — wording carried elsewhere

The Company is a leading manufacturer and provider of products and services for the residential, agtech, and infrastructure markets, and it operates and reports its results through three reporting segments: Residential, Agtech, and Infrastructure.

Previous report — wording carried elsewhere

Borrowings under the senior secured credit facilities bear interest, at the Company’s option, at an annual rate equal to (a) adjusted term SOFR, defined in a customary manner or (b) the base rate plus in each case an applicable rate.