GIBRALTAR INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of Gibraltar Industries, Inc. (the "Company") have been prepared by management in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for the fair presentation of results for the interim period have been included. Certain prior-period amounts have been reclassified to conform to the current-period presentation. The Company's operations are seasonal, for this and other reasons financial results for any interim period are not necessarily indicative of the results expected for any subsequent interim period or for the full year. The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 2025.

The consolidated balance sheet at December 31, 2025 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements.

Discontinued Operations

In June 2025, the Company committed to a plan to sell its Renewables business, which was the sole business in the Renewables segment, and represents a strategic shift that has a significant effect on the Company's operations and financial results, and as such, qualifies for reporting as discontinued operations. The Renewables business results of operations for the periods presented are reflected in the Company's consolidated statements of operations and consolidated statements of cash flows as discontinued operations. Additionally, refer to Note 13 "Discontinued Operations" for information regarding the assets and liabilities of the Renewables business that have been classified as assets and liabilities of discontinued operations in the Company's consolidated balance sheets for the periods presented.

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

Recent Accounting Pronouncements

The Company evaluated all recent Accounting Standard Updates, including those that are currently effective in 2026 or will be effective after 2026, and determined that the adoption of these pronouncements would not have a material effect on the financial position, results of operations or cash flows of the Company. There have been no material changes from the recent accounting pronouncements previously disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

(2)TRADE RECEIVABLES, NET

The following table provides a roll-forward of the allowance for credit losses for the nine month period ended September 30, 2026 that is deducted from the amortized cost basis of trade receivables to present the net amount expected to be collected (in thousands):

(3)REVENUE

Sales includes revenue from contracts with customers for roofing accessories, metal roofing products and services, rain dispersion products, roof and foundation ventilation products, single point and centralized mail and package solutions, outdoor living space products (sun-shading), and other construction accessories; designing, engineering, manufacturing and installation of controlled environment agriculture structures, custom greenhouses and structural canopies; expansion joints, structural bearings, pavement sealant, elastomeric concrete and bridge cable protection systems.

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

As of September 30, 2026, the Company's remaining performance obligations are part of contracts that have an original expected duration ofone year or less.

For the three and nine months ended September 30, 2026 and 2025, respectively, there were no changes to estimated total costs to be incurred related to any individual contract that materially impacted the Company's consolidated financial statements.

Contract assets consist of net costs in excess of billings, classified as current assets in the Company's consolidated balance sheets. Contract liabilities consist of billings in excess of costs, classified as current liabilities, and unearned revenue, presented within accrued expenses, in the Company's consolidated balance sheets. Unearned revenue as of September 30, 2026 and December 31, 2025 was $0.8 million and $1.4 million, respectively. The Company recognized revenue of $9.3 million and $13.4 million during the nine months ended September 30, 2026 and 2025, respectively, that was included in the contract liabilities balance of $10.3 million and $15.4 million at December 31, 2025 and 2024, respectively.

(4)INVENTORIES, NET

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

The reserve for excess, obsolete and slow moving inventory was $10.4 million as of September 30, 2026, including $4.6 million acquired through a business combination. As of December 31, 2025, the reserve was $4.4 million.

(5)ACQUISITIONS

2026 Acquisition

On February 2, 2026, the Company purchased all the outstanding equity interests of Arundel Square Garden LLC, a Delaware limited liability company, the owner of OmniMax International, LLC ("OmniMax"), a leading U.S.- and Canada-based manufacturer of residential roofing accessories and rainwater management systems. The results of OmniMax have been included in the Company's consolidated financial results since the date of acquisition within the Company's Residential segment. The purchase consideration for this acquisition was $1.343 billion, which is subject to customary adjustments provided for in the securities purchase agreement, and was funded using a combination of cash on hand and proceeds from new indebtedness.

The purchase price for this acquisition was preliminarily allocated to the assets acquired and liabilities assumed based upon their respective fair values estimated as of the date of acquisition. The Company has commenced the process to confirm the existence, condition, and completeness of the assets acquired and liabilities assumed to establish fair value of such assets and liabilities and to determine the amount of goodwill to be recognized as of the date of acquisition. Goodwill recognized in this acquisition is primarily attributable to factors such as future economic benefits arising from other assets acquired that could not be individually identified including workforce additions, growth opportunities, and increased presence in domestic residential roofing accessories and rainwater management systems markets. The Company is still collecting information necessary to complete the valuation of certain assets acquired and liabilities assumed in the business combination. Accordingly, the amounts recorded for working capital, other assets, other liabilities and goodwill are provisional and may be adjusted during the measurement period as additional information becomes available regarding facts and circumstances that existed as of the acquisition date and, if known, would have affected the measurement of those amounts at that date. The final determination of the fair value of certain assets and liabilities will be completed within a measurement period of up to one year from the date of the acquisition.

For the acquisition of OmniMax, the preliminary excess consideration was recorded as goodwill and approximated $527.2 million, none of which is deductible for tax purposes. The final purchase price allocation will be completed no later than the first quarter of fiscal year 2027.

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

The intangible assets acquired in this acquisition 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, such as identified intangible assets and property, plant, and equipment. The fair values of the identified intangible assets are primarily determined using income‑based valuation techniques, including the multi‑period excess earnings method for customer relationships and the relief‑from‑royalty method for trademarks. The fair values of the property, plant, and equipment is primarily determined using cost approach and market approach.

Since the acquisition date through September 30, 2026, OmniMax contributed approximately $431.5 million in net sales and $29.1 million in operating profit.

2025 Acquisitions

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

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

On March 31, 2025, the Company acquired two privately held businesses within its Residential segment that primarily specialize in the manufacturing of metal roofing systems, along with metal wall panels, siding and trim products. The Company purchased all the outstanding stock of one of the businesses and substantially all of the assets of the other business for a combined purchase consideration of $92.6 million, which includes working capital adjustments and certain other adjustments provided for in the purchase agreements. A portion of the purchase consideration was funded with cash on hand, with the remaining portion payable in 2026. The Company recorded an acquisition payable included in accrued expenses of $5.4 million and $11.3 million as of September 30, 2026 and December 31, 2025, respectively, to reflect this obligation.

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

The purchase price for these acquisitions were allocated to the assets acquired and liabilities assumed based upon their respective fair values estimated as of the date of acquisitions. Goodwill recognized in these acquisitions is primarily attributable to factors such as future economic benefits arising from other assets acquired that could not be individually identified including workforce additions, growth opportunities, and increased presence in domestic agtech structures and metal roofing markets, respectively. Since the respective acquisition dates of the privately held businesses, the Company has recorded measurement-period adjustments, including adjustments as a result of new information obtained about facts and circumstances that existed as of the respective acquisition dates and included an increase of $20.2 million to acquired intangible assets and a corresponding decrease to goodwill. The impact of this adjustment, and other measurement-period adjustments, which would have been recognized in previous periods if the provisional amounts had been finalized as of the respective acquisition dates, have not materially impacted the Company's consolidated statements of operations.

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

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

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

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

For the acquisition of the metal roofing business acquired on July 31, 2025, the excess consideration was recorded as goodwill and approximated $8.8 million, all of which is deductible for tax purposes.

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

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

Pro Forma Information (Unaudited)

As noted above, the Company completed the acquisition of OmniMax on February 2, 2026, and during the nine months ended September 30, 2025, the Company completed the acquisitions of Lane Supply and three privately held metal roofing businesses. Accordingly, the Company's consolidated statements of operations do not include certain periods prior to each acquisition, as described below.

The following unaudited pro forma financial information represents a summary of the consolidated results of continuing operations of the Company for the three and nine months ended September 30, 2026 and 2025, assuming the acquisition of OmniMax had been completed on January 1, 2025, and the acquisitions of Lane Supply and the three privately held metal roofing businesses had been completed on January 1, 2024 (in thousands):

These pro forma amounts have been compiled by combining the historical results of these businesses with the results of the Company, after applying applicable accounting policies and pro forma adjustments, primarily for: (i) amortization that would have been recognized assuming preliminary fair value adjustments to intangible assets and fair value step-up of inventory had been applied from January 1, 2025 for OmniMax; (ii) elimination of non-recurring acquisition and related integration costs associated with the OmniMax acquisition; and (iii) amortization that would have been recognized assuming fair value adjustments to intangible assets had been applied from January 1, 2024 for Lane Supply and the three privately held metal roofing businesses.

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

Acquisition-related Costs

The Company recognized costs as a component of cost of sales related to the sale of inventory at fair value as a result of allocating the purchase price of recent acquisitions. The Company also incurred certain acquisition-related costs comprised of legal and consulting fees. These costs were recognized as a component of selling, general, and administrative expenses in the consolidated statements of operations. The acquisition-related costs consisted of the following for the three and nine months ended September 30 (in thousands):

(6)GOODWILL AND INTANGIBLE ASSETS

Goodwill

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

Goodwill is recognized net of accumulated impairment losses of $133.2 million as of September 30, 2026 and December 31, 2025.

The Company is required to regularly assess whether a triggering event has occurred which would require interim impairment testing. The Company determined that no triggering event had occurred as of September 30, 2026 which would require an interim impairment test to be performed.

Intangible Assets

Intangible assets consisted of the following (in thousands):

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

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

(7)LONG-TERM DEBT

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

The Company hadno outstanding debt at December 31, 2025.

The aggregate contractual maturities of long-term debt during each of the five successive twelve month periods following September 30, 2026 (in thousands):

Effective February 2, 2026

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

In connection with the acquisition of OmniMax, on February 2, 2026, the Company entered into a new credit agreement (the "Credit Agreement") with Bank of America, N.A., as administrative agent and collateral agent, and other financial institutions party thereto. The Credit Agreement provides for (i) a senior secured revolving credit facility in an initial aggregate principal amount of up to $500 million (the "Revolving Credit Facility"), (ii) a senior secured term loan A facility in an initial aggregate principal amount of $650 million (the "Term Loan A Facility") and (iii) a senior secured term loan B facility in an initial aggregate principal amount of $650 million (the "Term Loan B Facility"). Letters of credit are available under the Credit Agreement in an aggregate amount of up to $100 million. The Company capitalized $29.3 million of debt issuance costs incurred in connection with the Credit Agreement. In addition, $0.8 million of unamortized deferred debt issuance costs related to the 2022 Credit Agreement were carried forward as the Credit Agreement was accounted for as a modification and are being amortized over the remaining term of the Credit Agreement.

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

The Term Loan A Facility amortizes on a quarterly basis with escalating payment percentages over the life of the loan, with the remaining balance due at maturity. Quarterly principal amortization is required as follows: (i)0.625% of the aggregate initial principal amount of the Term Loan A Facility for each fiscal quarter from the quarter ending June 30, 2026 through and including the quarter ending March 31, 2028; (ii)1.25% of the aggregate initial principal amount of the Term Loan A Facility for each fiscal quarter from the quarter ending June 30, 2028 through and including the quarter ending March 31, 2030; and (iii)1.875% of the aggregate initial principal amount of the Term Loan A Facility for each fiscal quarter from the quarter ending June 30, 2030 through and including the last full fiscal quarter prior to the maturity date. All remaining unpaid principal amounts of any outstanding Term Loan A Facility are due on the maturity date.

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

In February 2026, the Company made prepayments of $25.0 million on the Term Loan A Facility and $50.0 million of the Term Loan B Facility. In accordance with the Credit Agreement, such prepayments were applied to future scheduled amortization payments in order of maturity.

Borrowings under the Credit Agreement bear interest, at the Company's option, at an annual rate based on (a) adjusted term secured overnight financing rate ("SOFR"), defined in a customary manner, or (b) a base rate, in each case plus an applicable margin determined by the Company's consolidated first lien net leverage ratio.

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

The Company's obligations under the Credit Agreement are guaranteed by the Company's existing and subsequently acquired wholly owned domestic subsidiaries, subject to customary exceptions.

The Credit Agreement contains financial covenants requiring the Company to maintain a maximum consolidated total net leverage ratio of 5.25 to 1.00, which steps down to 4.25 to 1.00 over time, and a minimum interest coverage ratio of 3.00 to 1.00, in each case measured as of the last day of each fiscal quarter, with measurement to commence on the last day of the first full fiscal quarter after February 2, 2026. The maximum consolidated total net leverage ratio may be increased at the Company's option by 0.50 times in connection with certain qualifying material acquisitions.

The Credit Agreement contains certain affirmative and negative covenants that limit the ability of the Company, among other things and subject to certain significant exceptions, to incur debt or liens, make investments, enter into certain mergers, consolidations, asset sales and acquisitions, pay dividends and make other restricted payments and enter into transactions with affiliates. In addition, the Credit Agreement contains certain events of default, including relating to a change of control. If an event of default occurs, the lenders under the Credit Agreement will be entitled to take various actions, including the acceleration of amounts due under the Credit Agreement. As of September 30, 2026, the Company was in compliance with all financial covenants.

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

The carrying values of borrowings under the Company's Revolving Credit Facility, Term Loan A Facility and Term Loan B Facility approximate fair value due to the variable rate features of these instruments. The fair value of the Revolving Credit Facility, Term Loan A Facility and Term Loan B Facility are classified as Level 2 within the fair value hierarchy as they are determined using observable market inputs other than quoted price for identical instruments in active markets.

Prior to February 2, 2026

Revolving Credit Facility

On December 8, 2022, the Company entered into a credit agreement (the "2022 Credit Agreement") which provided for a revolving credit facility and letters of credit in an aggregate amount equal to $400 million. At December 31, 2025, the Company had no outstanding borrowings and had $6.2 million of letters of credit issued to third parties. In connection with entering into the Credit Agreement, on February 2, 2026, the Company terminated the 2022 Credit Agreement. There were no outstanding borrowings under the 2022 Credit Agreement as of the date of termination or at September 30, 2026.

(8)EQUITY-BASED COMPENSATION

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

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

Equity-Based Awards - Settled in Stock

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

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

(2) Includes 87,440 target PSUs granted, none of which were earned or will be issued because the applicable performance conditions were not achieved or the were forfeited.

Equity-Based Awards - Settled in Cash

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

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

Total MSPP liabilities recorded on the consolidated balance sheet as of September 30, 2026 were $18.7 million, of which $2.6 million was included in current accrued expenses and $16.1 million was included in non-current liabilities. Total MSPP liabilities recorded on the consolidated balance sheet as of December 31, 2025 were $22.2 million, of which $3.1 million was included in current accrued expenses and $19.1 million was included in non-current liabilities. The value of the restricted stock units within the MSPP liabilities was $10.5 million and $15.7 million at September 30, 2026 and December 31, 2025, respectively.

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

(9)EXIT ACTIVITY COSTS AND ASSET IMPAIRMENTS

The Company periodically undertakes restructuring initiatives as part of its focus to improve operating performance and optimize its business portfolio. These initiatives have led to reorganizing the Company's manufacturing footprint, outsourcing or discontinuing low-volume, low margin products, or selling or exiting less profitable businesses or product lines. As a result, the Company has incurred costs related to discrete restructuring events for moving and closing facilities, severance and inventory write-downs during the nine months ended September 30, 2026.

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

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

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):

(10)INCOME TAXES

The following table summarizes the provision for income taxes for continuing operations and the applicable effective tax rates:

The effective tax rate for the three and 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 effective tax rate for the three months ended September 30, 2025 was less than the U.S. federal statutory rate of 21% due to favorable discrete items related to an excess tax benefit on stock-based compensation and the benefit of purchased tax credits that will be carried back to prior tax years.

The effective tax rate for the nine months ended September 30, 2025 was greater than the U.S. federal statutory rate of 21% due to state taxes and nondeductible permanent differences partially offset by the discrete items previously noted.

(11)EARNINGS PER SHARE

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

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

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

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

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

The accounting policies of the Company's segments are the same as those described in Note 1 "Summary of Significant Accounting Policies" included in the Company's annual report on Form 10-K for the year ended December 31, 2025. The following tables illustrate certain measurements used by management to assess the performance of the segments described above (in thousands):

Footnotes:

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

(2)Operating expenses for each reportable segment includes inventory and manufacturing expenses, employee compensation, depreciation and amortization, freight services, other costs of sales expenses, and other selling, general and administrative expenses.

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

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

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

(13)DISCONTINUED OPERATIONS

In June 2025, the Company committed to a plan to sell its Renewables business, which represents a strategic shift in operations. The decision was driven by a change in the Company's strategy to focus its asset portfolio and resources on its Residential, Agtech and Infrastructure segments. The Renewables business was classified as held for sale as of June 30, 2025, and met the criteria for discontinued operations. On February 20, 2026, the Company completed the sale of certain assets related to the Renewables business to a third-party, and on July 15, 2026, the Company completed the sale of the remaining portion of the Renewables business to a third-party, both transactions described below respectively. The Renewables business was previously reported under the Renewables segment in accordance with ASC Subtopic 280.

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 sheets as the Company remained committed to the sale plan and continued to meet the criteria for discontinued operations. The sale was completed subsequent to July 15, 2026 as further described below.

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

During the three and nine months ended September 30, 2026, the Renewables business remained classified as held for sale and as a discontinued operation until the sale of the remaining portion of the Renewables business was completed on July 15, 2026. Accordingly, at the March 31, 2026 and June 30, 2026 interim reporting dates, the Company performed fair value less cost to sell analyses and concluded that its carrying amount exceeded fair value less costs to sell. As a result, the Company recorded remeasurement adjustments before income taxes totaling $67.4 million, which is included in the loss before taxes from discontinued operations on the consolidated statements of operations for the nine months ended September 30, 2026. Upon classifying the Renewables business as held for sale and as a discontinued operation at June 30, 2025, the Company conducted a fair value measurement analysis and determined that the Renewables business' fair value less cost to sell was greater that its carrying amount. Subsequently, the Company determined that the fair value of the Renewables business as of the quarter ended September 30, 2025 had declined due to various headwinds in the renewables sector and other geopolitical factors, resulting in lower credible purchase offers received from market participants during the quarter. As such, the carrying amount was written down to its fair value less the costs to sell as of September 30, 2025 resulting in the recognition of an impairment loss before income taxes of $162.7 million. This impairment loss is reflected in the consolidated statements of operations for the three and nine months ended September 30, 2025. 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.

In April 2026, the Company entered into a settlement agreement to resolve certain disputed warranty claims related to the discontinued operation. The settlement amount of $25.0 million had been accrued and recognized in loss before taxes from discontinued operations in the consolidated statements of operations for the three months ended March 31, 2026. Accordingly, the related charge is reflected in loss before taxes from discontinued operations in the consolidated statements of operations for the nine months ended September 30, 2026. No additional charge related to this settlement was recognized during the three months ended September 30, 2026. The settlement was paid during the second quarter of 2026.

Disposition

On February 20, 2026, the Company sold certain assets within its Renewables business pertaining to its electrical balance of systems products. The sale of these assets generated net proceeds of $74.9 million in cash, subject to working capital and other customary post-closing adjustments, and resulted in a pre-tax net gain of $17.2 million presented within loss before taxes from discontinued operations in the consolidated statements of operations.

On July 15, 2026, the Company sold assets related to its Renewables racking and foundations business. The sale of these assets generated net proceeds of $1.6 million in cash, subject to customary post-closing adjustments, and resulted in a pre-tax net loss of $1.8 million presented in loss before taxes from discontinued operations in the consolidated statements of operations. This sale completed the divestiture of the Company’s Renewables business, which was classified as held for sale and reported as discontinued operations in the Company's consolidated financial statements effective June 30, 2025.

(14)SUBSEQUENT EVENT

In October 2026, the Company committed to a plan to sell its Infrastructure business, which consists solely of The D.S. Brown Company (“DSB”) and represents a strategic shift in the Company's operations. The planned divestiture is consistent with the Company's ongoing portfolio optimization strategy to simplify its business and further sharpens its strategic focus and resource allocation on its Residential and Agtech segments.

On October 14, 2026, the Company entered into a Securities Purchase Agreement with GCP Applied Technologies Inc. ("GCP") 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 $208.0 million, subject to customary closing conditions and post-closing adjustments.

The Company's commitment to sell its Infrastructure business and execution of the related agreement occurred after September 30, 2026 and therefore represent a nonrecognized subsequent event. Accordingly, the Infrastructure business was not classified as held for sale or presented as discontinued operations under ASC 205-20 in the accompanying consolidated financial statements. Beginning in the fourth quarter of fiscal 2026, the Company expects to classify the Infrastructure business as held for sale and present the results of the Infrastructure business as discontinued operations, including recasting prior-period results to reflect the Infrastructure business as discontinued operations.