SEC Form 10-Q filed by Gibraltar Industries Inc.

10/30/25 7:55:24 AM ET

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Steel/Iron Ore

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


(Mark One)
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 000-22462

GIBRALTAR INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

16-1445150

(State or Other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification No.)

3556 Lake Shore Road

P.O. Box 2028

Buffalo

New York

14219-0228

(Address of principal executive offices)

(Zip Code)

(716) 826-6500

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.01 par value per share

ROCK

NASDAQ Stock Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 28, 2025, the number of shares of common stock outstanding was: 29,542,662.

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GIBRALTAR INDUSTRIES, INC.

INDEX


		PAGE NUMBER
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Statements of O perations for the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited)	3
	Consolidated Statements of Comprehensive (Loss) Income for the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited)	4
	Consolidated Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024	5
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (unaudited)	6
	Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited)	7
	Notes to Consolidated Financial Statements (unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	31
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 3.	Defaults Upon Senior Securities	32
Item 4.	Mine Safety Disclosures	32
Item 5.	Other Information	32
Item 6.	Exhibits	32
	SIGNATURES	34

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

GIBRALTAR INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net sales	$	310,939	$	277,132	$	866,813	$	791,766
Cost of sales	228,193		195,748		626,379		554,967
Gross profit	82,746		81,384		240,434		236,799
Selling, general, and administrative expense	42,804		38,211		132,331		122,712

Operating income	39,942		43,173		108,103		114,087
Interest expense (income), net	2		(1,931)		(1,281)		(4,176)
Other (income) expense, net	(1,989)		402		(2,018)		236
Income before taxes from continuing operations	41,929		44,702		111,402		118,027
Provision for income taxes	8,724		10,890		25,644		30,277
Income from continuing operations	33,205		33,812		85,758		87,750
Discontinued operations:
(Loss) income before taxes from discontinued operations	(163,178)		772		(171,722)		4,571
(Benefit of) provision for income taxes	(40,911)		545		(44,025)		1,138
(Loss) income from discontinued operations	(122,267)		227		(127,697)		3,433
Net (loss) income	$	(89,062)	$	34,039	$	(41,939)	$	91,183

Net earnings per share – Basic:
Income from continuing operations	$	1.12	$	1.11	$	2.87	$	2.87
(Loss) income from discontinued operations	(4.11)		—		(4.27)		0.11
Net (loss) income	$	(2.99)	$	1.11	$	(1.40)	$	2.98
Weighted average shares outstanding – Basic	29,736		30,530		29,925		30,564

Net earnings per share – Diluted:
Income from continuing operations	$	1.11	$	1.10	$	2.85	$	2.85
(Loss) income from discontinued operations	(4.09)		0.01		(4.25)		0.11
Net (loss) income	$	(2.98)	$	1.11	$	(1.40)	$	2.96
Weighted average shares outstanding – Diluted	29,863		30,750		30,038		30,788

See accompanying notes to consolidated financial statements.

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GIBRALTAR INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(in thousands)

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net (loss) income	$	(89,062)	$	34,039	$	(41,939)	$	91,183
Other comprehensive (loss) income:
Foreign currency translation adjustment	(765)		703		1,546		(679)




Total comprehensive (loss) income	$	(89,827)	$	34,742	$	(40,393)	$	90,504

See accompanying notes to consolidated financial statements.

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GIBRALTAR INDUSTRIES, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)


	September 30, 2025		December 31, 2024
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	89,403	$	269,480
Trade receivables, net of allowance of $2,394 and $1,793, respectively	166,341		114,898
Costs in excess of billings, net	21,851		18,817
Inventories, net	121,562		93,271
Prepaid expenses and other current assets	55,322		22,326
Assets of discontinued operations	240,969		132,540
Total current assets	695,448		651,332
Property, plant, and equipment, net	125,631		87,079
Operating lease assets	57,432		41,558
Goodwill	403,475		323,189
Acquired intangibles	153,907		55,420
Other assets	1,900		1,936
Non-current assets of discontinued operations	—		258,896
	$	1,437,793	$	1,419,410
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	126,839	$	90,705
Accrued expenses	152,893		65,905
Billings in excess of costs	13,746		14,769


Liabilities of discontinued operations	94,288		83,483
Total current liabilities	387,766		254,862

Deferred income taxes	19,910		49,006
Non-current operating lease liabilities	48,179		33,391
Other non-current liabilities	30,164		24,734
Non-current liabilities of discontinued operations	—		9,383
Stockholders’ equity:
Preferred stock, $0.01 par value; authorized 10,000 shares; none outstanding	—		—
Common stock, $0.01 par value; authorized 100,000 shares; 34,476 and 34,313 shares issued and outstanding, respectively	345		343
Additional paid-in capital	351,914		343,583
Retained earnings	833,912		875,851
Accumulated other comprehensive loss	(3,780)		(5,326)
Treasury stock, at cost; 4,933 and 3,960 shares, respectively	(230,617)		(166,417)
Total stockholders’ equity	951,774		1,048,034
	$	1,437,793	$	1,419,410

See accompanying notes to consolidated financial statements.

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GIBRALTAR INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Nine Months Ended September 30,
	2025		2024
Cash Flows from Operating Activities
Net (loss) income	$	(41,939)	$	91,183
(Loss) income from discontinued operations	(127,697)		3,433
Income from continuing operations	85,758		87,750
Adjustments to reconcile income from continuing operations to net cash provided by operating activities:

Depreciation and amortization	23,101		14,185
Stock compensation expense	7,465		8,002





Provision for (benefit of) deferred income taxes	7		(615)

Other, net	1,154		4,156

Changes in operating assets and liabilities net of effects from acquisitions:
Trade receivables and costs in excess of billings	(28,705)		(33,709)
Inventories	(7,907)		(2,607)
Other current assets and other assets	4,979		746
Accounts payable	25,971		49,498
Accrued expenses and other non-current liabilities	(6,443)		4,145
Net cash provided by operating activities of continuing operations	105,380		131,551
Net cash provided by operating activities of discontinued operations	26,168		22,784
Net cash provided by operating activities	131,548		154,335
Cash Flows from Investing Activities
Acquisitions, net of cash acquired	(210,455)		—
Purchases of property, plant, and equipment, net	(37,176)		(11,506)
Net proceeds from sale of business	352		—


Net cash used in investing activities of continuing operations	(247,279)		(11,506)
Net cash used in investing activities of discontinued operations	(1,015)		(2,470)
Net cash used in investing activities	(248,294)		(13,976)
Cash Flows from Financing Activities




Purchase of common stock at market prices	(63,740)		(10,940)
Net proceeds from issuance of common stock	198		—

Net cash used in financing activities	(63,542)		(10,940)
Effect of exchange rate changes on cash	211		34
Net (decrease) increase in cash and cash equivalents	(180,077)		129,453
Cash and cash equivalents at beginning of year	269,480		99,426
Cash and cash equivalents at end of period	$	89,403	$	228,879

See accompanying notes to consolidated financial statements.

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GIBRALTAR INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

(unaudited)


	Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock			Total Stockholders’ Equity
	Shares	Amount								Shares	Amount
Balance at June 30, 2025	34,419	$	344	$	350,259	$	922,974	$	(3,015)	4,913	$	(229,382)	$	1,041,180
Net loss	—	—		—		(89,062)		—		—	—		(89,062)
Foreign currency translation adjustment	—	—		—		—		(765)		—	—		(765)

Stock compensation expense	—	—		1,458		—		—		—	—		1,458

Net settlement of restricted stock units	52	1		(1)		—		—		20	(1,241)		(1,241)

Stock options exercised	5	—		198		—		—		—	—		198
Excise tax on repurchase of common stock	—	—		—		—		—		—	6		6

Balance at September 30, 2025	34,476	$	345	$	351,914	$	833,912	$	(3,780)	4,933	$	(230,617)	$	951,774




Balance at June 30, 2024	34,274	$	343	$	338,978	$	795,655	$	(3,496)	3,797	$	(155,809)	$	975,671
Net income	—	—		—		34,039		—		—	—		34,039
Foreign currency translation adjustment	—	—		—		—		703		—	—		703

Stock compensation expense	—	—		2,328		—		—		—	—		2,328

Net settlement of restricted stock units	24	—		—		—		—		8	(506)		(506)

Excise tax on repurchase of common stock	—	—		—		—		—		—	(15)		(15)
Common stock repurchased under stock repurchase program	—	—		—		—		—		139	(8,987)		(8,987)
Balance at September 30, 2024	34,298	$	343	$	341,306	$	829,694	$	(2,793)	3,944	$	(165,317)	$	1,003,233

See accompanying notes to consolidated financial statements.

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GIBRALTAR INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

(unaudited)


	Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock			Total Stockholders’ Equity
	Shares	Amount								Shares	Amount
Balance at December 31, 2024	34,313	$	343	$	343,583	$	875,851	$	(5,326)	3,960	$	(166,417)	$	1,048,034
Net loss	—	—		—		(41,939)		—		—	—		(41,939)
Foreign currency translation adjustment	—	—		—		—		1,546		—	—		1,546

Stock compensation expense	—	—		8,135		—		—		—	—		8,135

Net settlement of restricted stock units	145	2		(2)		—		—		58	(3,715)		(3,715)
Awards of common stock	13	—		—		—		—		—	—		—
Stock options exercised	5	—		198		—		—		—	—		198
Excise tax on repurchase of common stock	—	—		—		—		—		—	(485)		(485)
Common stock repurchased under stock repurchase program	—	—		—		—		—		915	(60,000)		(60,000)
Balance at September 30, 2025	34,476	$	345	$	351,914	$	833,912	$	(3,780)	4,933	$	(230,617)	$	951,774




Balance at December 31, 2023	34,219	$	342	$	332,621	$	738,511	$	(2,114)	3,778	$	(154,362)	$	914,998
Net income	—	—		—		91,183		—		—	—		91,183
Foreign currency translation adjustment	—	—		—		—		(679)		—	—		(679)

Stock compensation expense	—	—		8,686		—		—		—	—		8,686

Net settlement of restricted stock units	72	1		(1)		—		—		27	(1,953)		(1,953)
Awards of common stock	7	—		—		—		—		—	—		—
Excise tax on repurchase of common stock	—	—		—		—		—		—	(15)		(15)
Common stock repurchased under stock repurchase program	—	—		—		—		—		139	(8,987)		(8,987)
Balance at September 30, 2024	34,298	$	343	$	341,306	$	829,694	$	(2,793)	3,944	$	(165,317)	$	1,003,233

See accompanying notes to consolidated financial statements.

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GIBRALTAR INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(1) BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of Gibraltar Industries, Inc. (the "Company") have been prepared by management in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for the fair presentation of results for the interim period have been included. The Company's operations are seasonal; for this and other reasons financial results for any interim period are not necessarily indicative of the results expected for any subsequent interim period or for the full year. The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 2024.

The consolidated balance sheet at December 31, 2024 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements.

Discontinued Operations

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

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

Recent Accounting Pronouncements

The Company evaluated all recent Accounting Standard Updates, including those that are currently effective in or after 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. 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, 2024.

(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, 2025 that is deducted from the amortized cost basis of trade receivables to present the net amount expected to be collected (in thousands):


Beginning balance as of January 1, 2025	$	1,793

Bad debt expense, net of recoveries	631
Accounts written off against allowance and other adjustments	(30)
Ending balance as of September 30, 2025	$	2,394

(3) 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

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agriculture structures, custom greenhouses and structural canopies; structural bearings, expansion joints, 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, 2025, the Company's remaining performance obligations are part of contracts that have an original expected duration of one year or less.

For the three and nine months ended September 30, 2025 and 2024, 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, 2025 and December 31, 2024 was $1.0 million and $0.7 million, respectively. The Company recognized revenue of $13.4 million and $15.0 million during the nine months ended September 30, 2025 and 2024, respectively, that was included in the contract liabilities balance of $15.4 million and $17.3 million at December 31, 2024 and 2023, respectively.

(4) INVENTORIES, NET

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


	September 30, 2025		December 31, 2024
Raw material	$	73,708	$	48,019
Work-in-process	3,495		4,195
Finished goods	44,359		41,057
Total inventories, net	$	121,562	$	93,271

Reserve for excess, obsolete and slow moving inventory as of September 30, 2025 and December 31, 2024 was $3.2 million and $3.0 million, respectively.

(5) ACQUISITIONS

During the nine months ended September 30, 2025, the Company acquired four businesses in separate transactions all of which were funded with cash on hand. 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.

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 $90.5 million, which includes preliminary working capital adjustments and certain other adjustments provided for in the purchase agreements.

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.

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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 these acquisitions, we continue to gather information supporting the acquired assets and assumed liabilities. Accordingly, all amounts recorded are provisional. These provisional amounts are subject to change if new information is obtained concerning facts and circumstances that existed as of the acquisition dates that, if known, would have affected the measurement of the amounts recognized as of that date. Since the respective acquisition dates, the Company has recorded measurement-period adjustments, including an adjustment related to the acquisition of one of the privately held businesses acquired on March 31, 2025 as a result of new information obtained about facts and circumstances that existed as of the acquisition date and included an increase of $26.3 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 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 preliminary excess consideration was recorded as goodwill and approximated $38.3 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 2026.

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


Cash	$	2,671
Working capital	19,969
Property, plant and equipment	6,707
Acquired intangible assets	66,900
Other assets	671
Other liabilities	(17,220)
Goodwill	38,281
Fair value of purchase consideration	$	117,979

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


	Fair Value		Weighted-Average Amortization Period

Trademarks	$	6,800	20 years

Customer relationships	56,600		15 years
Backlog	3,500		Less than 1 year
Total	$	66,900

For the acquisition of the two metal roofing businesses acquired on March 31, 2025, the preliminary excess consideration was recorded as goodwill and approximated $28.9 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 $12.4 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.

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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):


Cash	$	2,436
Working capital	11,777
Property, plant and equipment	5,094
Acquired intangible assets	44,160
Other assets	10,157
Other liabilities	(8,514)
Goodwill	41,354
Fair value of purchase consideration	$	106,464

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


	Fair Value		Weighted-Average Amortization Period

Trademarks	$	4,600	5 -11 years

Customer relationships	39,560		9 - 12 years
Total	$	44,160

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 September 30, 2025, Lane Supply and the three privately held businesses contributed approximately $121.6 million in net sales and $9.6 million in operating income.

The Company recognized costs related to recent acquisitions comprised of legal and consulting fees within selling, general, and administrative expense of $0.8 million and $3.9 million for the three and nine months ended September 30, 2025, respectively. No acquisition costs were incurred in the three and nine months ended September 30, 2024, respectively.

Pro Forma Information (Unaudited)

As the the Company acquired the following businesses during the nine months ended September 30, 2025, the following periods are not included in the Company's consolidated statements of operations by acquisition as follows:

Acquisition

Date Acquired

Period Not Included:

From

Lane Supply

February 11, 2025

January 1, 2025

February 10, 2025

Privately held metal roofing businesses

March 31, 2025

January 1, 2025

March 30, 2025

Privately held metal roofing business

July 31, 2025

January 1, 2025

July 30, 2025

The following unaudited pro forma financial information represents a summary of the consolidated results of continuing operations of the Company for the three and nine months ended September 30, 2025 and 2024, assuming these acquisitions had been completed on January 1, 2024 (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net sales	$	312,066	$	333,515	$	895,332	$	935,903
Operating income	40,008		51,312		114,884		127,288

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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.

(6) GOODWILL AND RELATED INTANGIBLE ASSETS

Goodwill

The changes in the carrying amount of goodwill for the nine months ended September 30, 2025 are as follows (in thousands):


	Residential		Agtech		Infrastructure		Total
Balance at December 31, 2024	$	209,170	$	82,341	$	31,678	$	323,189

Acquired goodwill	41,354		38,281		—		79,635

Foreign currency translation	—		651		—		651
Balance at September 30, 2025	$	250,524	$	121,273	$	31,678	$	403,475

Goodwill is recognized net of accumulated impairment losses of $133.2 million as of September 30, 2025 and December 31, 2024.

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, 2025 which would require an interim impairment test to be performed.

Acquired Intangible Assets

Acquired intangible assets consisted of the following (in thousands):


	September 30, 2025				December 31, 2024
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Indefinite-lived intangible assets:
Trademarks	$	19,570	$	—	$	19,570	$	—
Finite-lived intangible assets:
Backlog	3,500		3,500		—		—
Trademarks	13,650		2,048		2,250		1,473
Unpatented technology	26,651		22,359		26,569		20,919
Customer relationships	146,863		28,420		50,650		21,302
Non-compete agreements	500		500		709		634
	191,164		56,827		80,178		44,328
Total acquired intangible assets	$	210,734	$	56,827	$	99,748	$	44,328

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Amortization expense	$	3,299	$	1,598	$	12,417	$	4,796

Amortization expense related to acquired intangible assets for the remainder of fiscal 2025 and the next five years thereafter is estimated as follows (in thousands):


	2025		2026		2027		2028		2029		2030
Amortization expense	$	3,587	$	13,442	$	12,853	$	12,613	$	12,551	$	11,678

(7) LONG-TERM DEBT

The Company had no outstanding debt as of September 30, 2025 and December 31, 2024.

Revolving Credit Facility

On December 8, 2022, the Company entered into a Credit Agreement (the "Credit Agreement") which provides for a revolving credit facility and letters of credit in an aggregate amount equal to $400 million. The following table sets forth the Company's availability on the revolving credit facility as of (in thousands):


	September 30, 2025		December 31, 2024
Total revolving credit facility	$	400,000	$	400,000
Less: standby letters of credit issued to third parties	(6,207)		(4,931)
Availability on revolving credit facility	$	393,793	$	395,069

The Company can request 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 Credit Agreement. The Credit Agreement contains two financial covenants. As of September 30, 2025, the Company was in compliance with all financial covenants. The Credit Agreement terminates on December 8, 2027.

Borrowings under the Credit Agreement bear 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 Credit Agreement includes 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 Credit Agreement. In addition, the Credit Agreement is subject to an annual commitment fee, payable quarterly, which ranges 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 Credit Agreement are secured by the trade receivables, inventory, personal property, equipment, and general intangibles of the Company’s significant domestic subsidiaries. Capital distributions are subject to certain Total Net Leverage Ratio requirements and capped by an annual aggregate limit under the Credit Agreement.

(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.

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Equity-Based Awards - Settled in Stock

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


	2025			2024
Awards	Number of Awards	Weighted- Average Grant-Date Fair Value		Number of Awards	Weighted- Average Grant-Date Fair Value
Performance stock units (1) (2)	142,940	$	62.06	60,765	$	77.28
Restricted stock units	97,753	$	62.76	75,171	$	72.22
Deferred stock units	2,172	$	52.95	3,340	$	68.86
Common shares	13,032	$	52.95	6,680	$	68.86

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

(2) The PSUs granted in 2024, based on the Company's return on invested capital ("ROIC") for the performance period ended December 31, 2024, earned 45.0% of the targeted PSUs awarded. Therefore, 27,345 units will convert to shares and be issued in 2027.

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, 2025 were $23.2 million, of which $4.3 million was included in current accrued expenses and $18.9 million was included in 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 current accrued expenses and $20.5 million was included in non-current liabilities. The value of the restricted stock units within the MSPP liabilities was $16.5 million and $18.1 million at September 30, 2025 and December 31, 2024, 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:


	Nine Months Ended September 30,
	2025		2024
Restricted stock units credited	20,605		42,476
MSPP liabilities paid (in thousands)	$	1,928	$	2,053

(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, 2025.

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


	Three Months Ended September 30,
	2025						2024
	Exit Activity		Asset Impairment		Total		Exit Activity		Asset Impairment		Total
Residential	$	1,157	$	—	$	1,157	$	106	$	—	$	106
Agtech	140		—		140		328		—		328
Infrastructure	—		—		—		—		—		—
Corporate	—		—		—		31		—		31
Total	$	1,297	$	—	$	1,297	$	465	$	—	$	465


	Nine Months Ended September 30,
	2025						2024
	Exit Activity		Asset Impairment		Total		Exit Activity		Asset Impairment		Total
Residential	$	3,512	$	—	$	3,512	$	251	$	(72)	$	179
Agtech	415		157		572		477		—		477
Infrastructure	—		—		—		—		—		—
Corporate	31		—		31		35		—		35
Total	$	3,958	$	157	$	4,115	$	763	$	(72)	$	691

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Cost of sales	$	402	$	214	$	982	$	153
Selling, general, and administrative expense	895		251		3,133		538
Total exit activity and asset impairment charges	$	1,297	$	465	$	4,115	$	691

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):


	2025		2024
Balance at January 1	$	121	$	23
Exit activity costs recognized	3,958		763
Cash payments	(3,598)		(474)
Balance at September 30	$	481	$	312

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(10) INCOME TAXES

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


	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Provision for income taxes (in thousands)	$	8,724		$	10,890		$	25,644		$	30,277
Effective tax rate	20.8		%	24.4		%	23.0		%	25.7		%

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 as previously noted.

The effective tax rate for the three and nine months ended September 30, 2024 was greater than the U.S. federal statutory rate of 21% due to state taxes and nondeductible permanent differences partially offset by favorable discrete items due to an excess tax benefit on stock-based compensation.

(11) EARNINGS PER SHARE

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


	Three Months Ended September 30,		Nine Months Ended September 30,
	2025	2024	2025	2024







Basic weighted average shares outstanding	29,736	30,530	29,925	30,564
Dilutive effect of common stock options and stock units	127	220	113	224
Dilutive weighted average shares outstanding	29,863	30,750	30,038	30,788

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


	Three Months Ended September 30,		Nine Months Ended September 30,
	2025	2024	2025	2024
Common stock units	38	20	46	—

(12) SEGMENT INFORMATION

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

•Residential consists of operating segments that sell the following products and services to major retail home centers, building material wholesalers, building product distributors, roofing distributors, residential contractors, property management companies, manufactured housing dealers, postal services distributors and providers, and online direct to end consumers: 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 an operating segment that sells 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.

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

The accounting policies of the Company's segments are the same as those described in Note 1 "Summary of Significant Accounting Policies" included in the Company's annual report on Form 10-K for the year ended December 31, 2024. The following tables illustrate certain measurements used by management to assess the performance of the segments described above (in thousands):


	Three Months Ended September 30, 2025
	Residential		Agtech		Infrastructure		Total
Net sales	$	230,286	$	57,565	$	23,088	$	310,939
Less (1):
Operating expenses (2)	189,854		54,387		18,351		262,592
Segment profit	40,432		3,178		4,737		48,347
Reconciliation of segment profit
Unallocated corporate expenses							(8,405)
Interest expense, net							(2)
Other income, net							1,989
Income before taxes from continuing operations							$	41,929


	Three Months Ended September 30, 2024
	Residential		Agtech		Infrastructure		Total
Net sales	$	212,363	$	41,527	$	23,242	$	277,132
Less (1):
Operating expenses (2)	170,308		37,674		16,748		224,730
Segment profit	42,055		3,853		6,494		52,402
Reconciliation of segment profit
Unallocated corporate expenses							(9,229)
Interest income, net							1,931
Other expense, net							(402)
Income before taxes from continuing operations							$	44,702


	Nine Months Ended September 30, 2025
	Residential		Agtech		Infrastructure		Total
Net sales	$	640,538	$	156,697	$	69,578	$	866,813
Less (1):
Operating expenses (2)	525,235		150,628		52,500		728,363
Segment profit	115,303		6,069		17,078		138,450
Reconciliation of segment profit
Unallocated corporate expenses							(30,347)
Interest income, net							1,281
Other income, net							2,018
Income before taxes from continuing operations							$	111,402

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	Nine Months Ended September 30, 2024
	Residential		Agtech		Infrastructure		Total
Net sales	$	611,790	$	110,062	$	69,914	$	791,766
Less (1):
Operating expenses (2)	492,076		101,319		52,309		645,704
Segment profit	119,714		8,743		17,605		146,062
Reconciliation of segment profit
Unallocated corporate expenses							(31,975)
Interest income, net							4,176
Other expense, net							(236)
Income before taxes from continuing operations							$	118,027

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 is the reported segment’s and unallocated corporate reported depreciation and amortization (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024

Residential	$	4,097	$	2,545	$	9,863	$	7,643
Agtech	1,356		782		8,655		2,420
Infrastructure	726		744		2,126		2,236
Unallocated corporate expenses	822		648		2,457		1,886
Total depreciation and amortization	$	7,001	$	4,719	$	23,101	$	14,185

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


	September 30, 2025		December 31, 2024

Residential	$	674,243	$	497,317
Agtech	298,102		156,941
Infrastructure	79,110		78,366
Unallocated corporate assets	145,369		295,350
Assets of discontinued operations	240,969		391,436
Total assets	$	1,437,793	$	1,419,410

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


	Three Months Ended September 30, 2025
	Residential		Agtech		Infrastructure		Total

Point in Time	$	230,286	$	639	$	11,153	$	242,078
Over Time	—		56,926		11,935		68,861
Total net sales	$	230,286	$	57,565	$	23,088	$	310,939


	Three Months Ended September 30, 2024
	Residential		Agtech		Infrastructure		Total

Point in Time	$	210,530	$	135	$	10,657	$	221,322
Over Time	1,833		41,392		12,585		55,810
Total net sales	$	212,363	$	41,527	$	23,242	$	277,132



	Nine Months Ended September 30, 2025
	Residential		Agtech		Infrastructure		Total
Point in Time	$	640,538	$	1,059	$	30,707	$	672,304
Over Time	—		155,638		38,871		194,509
Total net sales	$	640,538	$	156,697	$	69,578	$	866,813



	Nine Months Ended September 30, 2024
	Residential		Agtech		Infrastructure		Total
Point in Time	$	606,386	$	2,663	$	27,806	$	636,855
Over Time	5,404		107,399		42,108		154,911
Total net sales	$	611,790	$	110,062	$	69,914	$	791,766

(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 long-term 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. The Company is currently engaged in an active program to sell the business. The sale is expected to be completed with a third-party buyer within twelve months from the date the Company committed to the plan. 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 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 fair value measurement is categorized within Level 3 of the fair value hierarchy based on significant unobservable inputs in accordance with ASC Topic 820. This impairment loss is reflected in the consolidated statements of operations for the three and nine months ended September 30, 2025.

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The following table provides 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):


	September 30, 2025		December 31, 2024
Assets of the discontinued operations:
Trade receivables, net	$	63,288	$	54,452
Costs in excess of billings, net	13,203		15,753
Inventories, net	33,379		44,869
Prepaid expenses and other current assets	4,188		17,466
Property, plant, and equipment, net	21,489		22,741
Operating lease assets	5,525		3,463
Goodwill	184,230		184,230
Acquired intangibles	46,303		48,462
Deferred income taxes	32,031		—
Impairment loss	(162,667)		—
Total assets classified as discontinued operations (1)	$	240,969	$	391,436

Liabilities of the discontinued operations:
Accounts payable	$	32,002	$	26,703
Accrued expenses	29,341		29,759
Billings in excess of costs	29,073		27,021
Deferred income taxes	—		7,649
Non-current operating lease liabilities	3,872		1,734
Total liabilities classified as discontinued operations (1)	$	94,288	$	92,866

(1) Total held for sale assets and liabilities of the discontinued operations are classified as current on the September 30, 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 respectively in the consolidated balance sheet.

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net sales	$	72,520	$	84,064	$	169,766	$	214,941
Operating expenses	73,031		83,292		178,821		210,370
Impairment loss	(162,667)		—		(162,667)		—

(Loss) income before taxes	$	(163,178)	$	772	$	(171,722)	$	4,571

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

Certain information set forth herein includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and, therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “anticipates,” “aspires,” “expects,” “estimates,” “seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, competition, strategies, margins, integration of acquired businesses, the industries in which we operate and the expected impact of evolving laws and regulation. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We believe that these risks and uncertainties include, but are not limited to, those described in the “Risk Factors” disclosures in our most recent Annual Report on Form 10-K. Although we base these forward-looking statements on assumptions that we believe are reasonable when made, we caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition, liquidity and the development of the industries in which we operate may differ materially from those made in or suggested by the forward-looking statements contained herein. In addition, even if our results of operations, financial condition, liquidity, and the development of the industries in which we operate are consistent with the forward-looking statements contained in this Quarterly Report on Form 10-Q, those results or developments may not be indicative of results or developments in subsequent periods. Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking statements that we make herein speak only as of the date of those statements, and we undertake no obligation to update those statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.

The Company uses certain operating performance measures, specifically consolidated gross margin, operating margin by segment and consolidated operating margin, to manage the Company's businesses, set operational goals, and establish performance targets for incentive compensation for the Company's employees. The Company defines consolidated gross margin as a percentage of total consolidated gross profit to total consolidated net sales. The Company defines operating margin by segment as a percentage of total income from operations by segment to total net sales by segment and consolidated operating margin as a percentage of total consolidated income from operations to total consolidated net sales. The Company believes consolidated gross margin, consolidated operating margin, and operating margin by segment may be useful to investors in evaluating the profitability of the Company's segments and the Company on a consolidated basis.

Overview

Gibraltar Industries, Inc. (the "Company") is a leading manufacturer and provider of products and services for the residential, agtech, and infrastructure markets.

The Company operates and reports its results in the following three reporting segments:

•Residential

•Agtech

•Infrastructure

The Company's continuing operations serve customers primarily in North America including home improvement retailers, wholesalers, distributors, contractors, institutional and commercial growers of fruits, vegetables, flowers and other plants, convenience stores, travel centers, food retailers, and quick-serve restaurants.

At September 30, 2025, the Company's continuing operations operated in thirty-six facilities, comprised of thirty-one manufacturing facilities and five offices, which are located in twenty states, Canada, and China. The Company's operational infrastructure provides the necessary scale to support local, regional, and national customers in each of the Company's markets.

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Recent Trends

Impacts of Macroeconomic Conditions on our Business

The Company is closely monitoring the fluid nature of the current macroeconomic conditions as it could be adversely impacted by the potential expansion of tariffs for imports of raw materials, primarily steel and aluminum, used in its manufacturing processes, as well as responsive or related policies enacted in other countries.

The global and regional economic conditions may cause volatility in demand for our products as well as cost of materials and logistics. These conditions may result in impacts to the pricing of the Company's products, product availability and its results of operations, for which such impact is uncertain at this time.

Business Strategy

The Company's mission is to make life better for people and the planet, fueled by advancing the disciplines of engineering, science, and technology. The Company is innovating to reshape critical markets in comfortable living and productive growing throughout North America. Furthermore, the Company strives to create compounding and sustainable value for its stockholders and stakeholders with strong and relevant leadership positions in higher growth, profitable end markets focused on addressing some of the world's most challenging opportunities. The foundation of the Company's strategy is built on three core pillars: Business System, Portfolio Management, and Organization Development.

1.Business System reflects the necessary systems, processes, and management tools required to deliver consistent and continuous performance improvement, every day. The Company's business system is a critical enabler to grow, scale, and deliver its plans. The Company's focus is on deploying effective tools to drive growth, improve operating performance, and develop the organization utilizing 80/20 and lean quote-to-cash initiatives along with digital systems for speed, agility and responsiveness. The Business System pillar challenges existing operating paradigms, drives day-to-day performance, forces prioritization of resources, tests the Company's business models, and drives new product and services innovation.

2.Portfolio Management is focused on optimizing the Company’s business portfolio in higher growth markets with leadership positions while ensuring its financial capital and human resources are effectively and efficiently deployed to deliver sustainable, profitable growth while increasing its relevance with customers and shaping its markets.

3.Organization Development drives the Company’s continuous focus on ensuring it has the right design and structure to scale the organization in order to execute the Company’s plans and meet commitments. The Company's focus is on creating an environment for our people to have the best opportunity for success, continue to develop, grow and learn. At the core of this pillar is the Company’s development process focused on helping employees reach their potential, improve performance, develop career roadmaps, identify ongoing education requirements, and succession plans. The Company believes doing so helps it attract and retain the best people to execute its business plans.

The Company believes the key elements of the Company's strategy enable the Company to respond timely to changes in the end markets the Company serves, including the broader market dynamics experienced over the past few years. The Company continues to examine the need for restructuring of the Company's operations, including consolidation of facilities, reducing overhead costs, curtailing investments in working capital, and managing the Company's business to generate incremental cash. The Company believes its strategy enables the Company to respond to volatility in commodity and other input costs and fluctuations in customer demand, along with striving to maintain and improve margins. The Company has used cash flows generated by these initiatives to improve the Company's liquidity position, invest in growth initiatives, including most recently the acquisition of three businesses in separate transactions all of which were funded with cash on hand, and return capital to the Company's shareholders through share repurchases. Overall, the Company continues to strive to achieve stronger financial results, make more efficient use of capital, and deliver higher stockholder returns.

Recent Developments

On July 31, 2025, the Company purchased substantially all of the assets of a privately held business that primarily specializes in the manufacturing of metal roofing systems for $16.0 million in an all cash transaction, subject to customary working capital and other adjustments. This business will be reported as part of the Company's Residential segment.

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In April 2025, the Company's Board of Directors authorized a new share repurchase program of up to $200 million of the Company's issued and outstanding common stock. The new program has a duration of three years, ending April 30, 2028. Repurchases may be made, from time to time, in amounts and at prices the Company deems appropriate, subject to market conditions, applicable legal requirements, debt covenants and other considerations. Any such repurchases may be executed using 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.

On March 31, 2025, the Company acquired two privately held businesses that primarily specialize in the manufacturing of metal roofing systems. 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 $90 million in an all cash transaction. These businesses are reported as part of the Company's Residential segment.

On February 11, 2025, the Company purchased all the outstanding stock of 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, for $117 million in an all cash transaction. Lane Supply is reported as part of the Company's Agtech segment.

On December 17, 2024, the Company sold its electronic locker business within its Residential segment to a third party and received net proceeds of $28 million.

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 long-term 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 September 30, 2025 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. Unless otherwise indicated, all results and information presented exclude discontinued operations disclosures. See Note 13 to the Company's consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information on discontinued operations.

Results of Operations

Three Months Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024

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


	2025				2024
Net sales	$	310,939	100.0	%	$	277,132	100.0	%
Cost of sales	228,193		73.4	%	195,748		70.6	%
Gross profit	82,746		26.6	%	81,384		29.4	%
Selling, general, and administrative expense	42,804		13.8	%	38,211		13.8	%

Income from operations	39,942		12.8	%	43,173		15.6	%
Interest expense (income)	2		0.0	%	(1,931)		(0.7)	%
Other (income) expense	(1,989)		(0.7)	%	402		0.2	%
Income before taxes	41,929		13.5	%	44,702		16.1	%
Provision for income taxes	8,724		2.8	%	10,890		3.9	%
Income from continuing operations	33,205		10.7	%	33,812		12.2	%
(Loss) income from discontinued operations	(122,267)		(39.3)	%	227		0.1	%
Net (loss) income	$	(89,062)	(28.6)	%	$	34,039	12.3	%

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


							Impact of
	2025		2024		Total Change		Acquisitions		Portfolio Management		Ongoing Operations
Net sales:
Residential	$	230,286	$	212,363	$	17,923	$	22,928	$	(2,558)	$	(2,447)
Agtech	57,565		41,527		16,038		33,400		—		(17,362)
Infrastructure	23,088		23,242		(154)		—		—		(154)
Consolidated	$	310,939	$	277,132	$	33,807	$	56,328	$	(2,558)	$	(19,963)

Consolidated net sales increased by $33.8 million, or 12.2%, to $310.9 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase in revenue was driven by $56.3 million of net sales generated from the Company's current year acquisitions, along with participation gains in the residential building accessories business. This increase was partially offset by a delayed project start in the Agtech segment, along with softness in the residential mail and package business. Consolidated backlog increased 50% to $257 million, as compared to the end of the prior year quarter.

Net sales in the Company's Residential segment increased $17.9 million, or 8.4%, to $230.3 million for the three months ended September 30, 2025 compared to $212.4 million for the three months ended September 30, 2024. The revenue of $22.9 million generated from the current year acquisition of the three metal roofing manufacturers, along with participation gains from local market expansion in the building accessories business more than offset continued slowness in mail and package product sales, which are driven mainly by new construction starts. Portfolio management activities in the prior year, related to the sale of the Company's residential electronic locker business, also partially offset the increase.

Net sales in the Company's Agtech segment increased 38.8%, or $16.0 million, to $57.6 million for the three months ended September 30, 2025 compared to $41.5 million for the three months ended September 30, 2024. The revenue increase was largely due to $33.4 million generated from the acquisition of Lane Supply, which more than offset the decrease in organic sales, which was due to a timing shift in a large new project start. Backlog increased 96% year over year in this segment, including organic backlog growth of 75%.

Net sales in the Company's Infrastructure segment were slightly down for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, impacted by a supplier transition resulting in revenue shifting into the fourth quarter. Backlog decreased 2% from the prior year, though demand and quoting activity remained strong.

The Company's consolidated gross margin decreased to 26.6% for the three months ended September 30, 2025 compared to 29.4% for the three months ended September 30, 2024. The decrease was driven by product line mix, partially offset by overall continued operational efficiencies along with 80/20 initiatives.

Selling, general, and administrative ("SG&A") expense increased by $4.6 million, or 12.0% to $42.8 million for the three months ended September 30, 2025 compared to $38.2 million for the three months ended September 30, 2024. The $4.6 million increase was primarily due to incremental SG&A expense incurred by recent acquisitions, partially offset by lower performance-based compensation expense as compared to the prior year quarter. SG&A expense as a percentage of net sales was flat at 13.8% for the three months ended September 30, 2025 and 2024, respectively.

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



	2025				2024				Total Change
Income from operations:
Residential	$	40,432	17.6	%	$	42,055	19.8	%	$	(1,623)
Agtech	3,178		5.5	%	3,853		9.3	%	(675)
Infrastructure	4,737		20.5	%	6,494		27.9	%	(1,757)
Unallocated Corporate Expenses	(8,405)		(2.7)	%	(9,229)		(3.3)	%	824
Consolidated income from operations	$	39,942	12.8	%	$	43,173	15.6	%	$	(3,231)

The Residential segment generated an operating margin of 17.6% in the current year quarter compared to 19.8% in the prior year quarter. Operating margin declined year over year, primarily as a result of product mix and higher integration costs incurred during the current year quarter.

The Agtech segment generated an operating margin of 5.5% in the current year quarter compared to 9.3% in the prior year quarter. Operating margin declined year over year due to lower organic volumes along with the impact of integration activities for Lane Supply.

The Infrastructure segment generated an operating margin of 20.5% during the three months ended September 30, 2025 compared to 27.9% during the three months ended September 30, 2024. The margin decline year over year was the result of the inefficiency related to the supplier transition.

Unallocated corporate expenses decreased $0.8 million to $8.4 million during the three months ended September 30, 2025 from $9.2 million during the three months ended September 30, 2024. The decrease was largely the result of lower performance-based compensation expense partially offset by higher acquisition-related expense as compared to the prior year quarter.

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 certain interest-bearing cash accounts. The Company recorded interest income of $1.9 million for the three months ended September 30, 2024, the result of earnings on certain interest-bearing cash accounts.

The Company recorded other income of $2.0 million for the three months ended September 30, 2025, compared to other expense of $0.4 million for the three months ended September 30, 2024.

The Company recognized a provision for income taxes of $8.7 million and $10.9 million, with effective tax rates of 20.8% and 24.4% for the three months ended September 30, 2025, and 2024, respectively. 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 three months ended September 30, 2024 was greater than the U.S. federal statutory rate of 21% due to state taxes and nondeductible permanent differences partially offset by favorable discrete items due to an excess tax benefit on stock-based compensation.

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Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024

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


	2025				2024
Net sales	$	866,813	100.0	%	$	791,766	100.0	%
Cost of sales	626,379		72.3	%	554,967		70.1	%
Gross profit	240,434		27.7	%	236,799		29.9	%
Selling, general, and administrative expense	132,331		15.2	%	122,712		15.5	%

Income from operations	108,103		12.5	%	114,087		14.4	%
Interest income	(1,281)		(0.2)	%	(4,176)		(0.5)	%
Other (income) expense	(2,018)		(0.2)	%	236		0.0	%
Income before taxes	111,402		12.9	%	118,027		14.9	%
Provision for income taxes	25,644		3.0	%	30,277		3.8	%
Income from continuing operations	85,758		9.9	%	87,750		11.1	%
(Loss) income from discontinued operations	(127,697)		(14.7)	%	3,433		0.4	%
Net (loss) income	$	(41,939)	(4.8)	%	$	91,183	11.5	%

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


							Impact of
	2025		2024		Total Change		Acquisitions		Portfolio Management		Ongoing Operations
Net sales:
Residential	$	640,538	$	611,790	$	28,748	$	43,552	$	(8,111)	$	(6,693)
Agtech	156,697		110,062		46,635		78,048		—		(31,413)
Infrastructure	69,578		69,914		(336)		—		—		(336)
Consolidated	$	866,813	$	791,766	$	75,047	$	121,600	$	(8,111)	$	(38,442)

Consolidated net sales increased by $75.0 million, or 9.5%, to $866.8 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase in revenue was driven by $121.6 million of net sales generated from the current year acquisitions along with participation gains in the residential building accessories business. This increase was partially offset by delayed project starts in the Agtech segment, along with softness in the residential mail and package business. Consolidated backlog increased 50% to $257 million, as compared to the prior year period.

Net sales in the Company's Residential segment increased $28.7 million, or 4.7%, to $640.5 million for the nine months ended September 30, 2025 compared to $611.8 million for the nine months ended September 30, 2024. The revenue of $43.6 million generated from the current year acquisitions of the three metal roofing manufacturers, along with participation gains from local market expansion in the building accessories business more than offset continued slowness in mail and package product sales, which are driven mainly by new construction starts. Portfolio management activities in the prior year, related to the sale of the Company's residential electronic locker business, also partially offset the increase.

Net sales in the Company's Agtech segment increased 42.3%, or $46.6 million, to $156.7 million for the nine months ended September 30, 2025 compared to $110.1 million for the nine months ended September 30, 2024. The revenue increase was largely due to $78.0 million generated from the current year acquisition of Lane Supply, which more than offset the decrease in organic sales, due in part to timing shifts in large new project starts. Backlog increased 96% year over year in this segment, including organic backlog growth of 75%.

Net sales in the Company's Infrastructure segment were essentially flat for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. Backlog decreased 2% from the prior year, though demand and quoting activity remained strong.

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The Company's consolidated gross margin decreased to 27.7% for the nine months ended September 30, 2025 compared to 29.9% for the nine months ended September 30, 2024. The decrease was driven by product line mix, partially offset by overall continued operational efficiencies along with 80/20 initiatives.

Selling, general, and administrative ("SG&A") expense increased by $9.6 million, or 7.8% to $132.3 million for the nine months ended September 30, 2025 compared to $122.7 million for the nine months ended September 30, 2024. The $9.6 million increase was primarily due to incremental SG&A expense incurred by recent acquisitions, partially offset by lower performance-based compensation expense as compared to the prior year. SG&A expense as a percentage of net sales decreased to 15.2% for the nine months ended September 30, 2025 compared to 15.5% for the nine months ended September 30, 2024.

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



	2025				2024				Total Change
Income from operations:
Residential	$	115,303	18.0	%	$	119,714	19.6	%	$	(4,411)
Agtech	6,069		3.9	%	8,743		7.9	%	(2,674)
Infrastructure	17,078		24.5	%	17,605		25.2	%	(527)
Unallocated Corporate Expenses	(30,347)		(3.5)	%	(31,975)		(4.0)	%	1,628
Consolidated income from operations	$	108,103	12.5	%	$	114,087	14.4	%	$	(5,984)

The Residential segment generated an operating margin of 18.0% in the current year compared to 19.6% in the prior year. Operating margin declined year over year the result of product mix and impact of acquisition integration during the current year.

The Agtech segment generated an operating margin of 3.9% in the current year compared to 7.9% in the prior year. Operating margin declined year over year due to costs related to the acquisition of Lane Supply and the impact of lower organic volumes.

The Infrastructure segment generated an operating margin of 24.5% during the nine months ended September 30, 2025 compared to 25.2% during the nine months ended September 30, 2024. The margin decline year over year was largely the result of product line mix.

Unallocated corporate expenses decreased $1.6 million to $30.3 million during the nine months ended September 30, 2025 from $32.0 million during the nine months ended September 30, 2024. The decrease was largely the result of lower performance-based compensation expense partially offset by higher acquisition-related expense as compared to the prior year.

The Company recorded interest income of $1.3 million for the nine months ended September 30, 2025, compared to $4.2 million for the nine months ended September 30, 2024. The decrease in interest income during the current year was the result of earnings on lower average balances on certain interest-bearing cash accounts during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

The Company recorded other income of $2.0 million for the nine months ended September 30, 2025, compared to other expense of $0.2 million for the nine months ended September 30, 2024.

The Company recognized a provision for income taxes of $25.6 million and $30.3 million, with effective tax rates of 23.0% and 25.7% for the nine months ended September 30, 2025, and 2024, respectively. The effective tax rate for the nine months ended September 30, 2025 and 2024, respectively, was greater than the U.S. federal statutory rate of 21% due to state taxes and nondeductible permanent differences partially offset by favorable discrete items due to an excess tax benefit on stock-based compensation.

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Liquidity and Capital Resources

The following table sets forth the Company's liquidity position as of (in thousands):


	September 30, 2025		December 31, 2024
Cash and cash equivalents	$	89,403	$	269,480
Availability on revolving credit facility	393,793		395,069
	$	483,196	$	664,549

Sources of Liquidity

The Company's primary sources of liquidity are comprised of cash on hand and its available borrowing capacity provided under the Company's Credit Agreement. The Credit Agreement provides for a revolving credit facility and letters of credit in an aggregate amount equal to $400 million and terminates on December 8, 2027. The Company can request 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 Credit Agreement. See Note 7 to the Company's consolidated financial statements in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q for further information on the Credit Agreement.

Generally, the Company's foreign operations have generated cash flow from operations sufficient to invest in working capital and fund their capital improvements. As of September 30, 2025 and December 31, 2024, the Company's foreign subsidiaries held $5.4 million and $8.9 million of cash, respectively.

The Company believes that these sources, together with cash expected to be generated from operations, should provide the Company with ample liquidity and capital resources to meet both its short-term and long-term cash requirements and to continue to invest in operational excellence, growth initiatives, share repurchases and the development of the organization.

Uses of Cash / Cash Requirements

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. The Company's principal capital requirements are to fund its operations' working capital and capital improvements, as well as provide capital for acquisitions and to strategically allocate capital through repurchases of Company stock under the Company's new authorized program as further detailed below. The Company will continue to invest in growth opportunities as appropriate while focusing on working capital efficiency and profit improvement opportunities to minimize the cash invested to operate its business.

In April 2025, the Company's Board of Directors authorized a share repurchase program of up to $200 million of the Company's issued and outstanding common stock. The program has a duration of three years, ending April 30, 2028. Repurchases may be made, from time to time, in amounts and at prices the Company deems appropriate, subject to market conditions, applicable legal requirements, debt covenants and other considerations. Any such repurchases may be executed using 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.

Over the long-term, the Company expects that future investments, including strategic business acquisitions, may be financed through a number of sources, including internally available cash, availability under the Credit Agreement, new debt financing, the issuance of equity securities, or any combination of the aforementioned.

These expectations are forward-looking statements based upon currently available information and may change if conditions in the credit and equity markets deteriorate or other circumstances change. To the extent that operating cash flows are lower than current levels, or sources of financing are not available or not available at acceptable terms, the Company's future liquidity may be adversely affected.

Except as disclosed above, there have been no material changes in the Company's cash requirements since December 31, 2024. See Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

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Cash Flows

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


	2025		2024
Net cash provided by (used in):
Operating activities of continuing operations	$	105,380	$	131,551
Investing activities of continuing operations	(247,279)		(11,506)
Financing activities	(63,542)		(10,940)
Discontinued operations	25,153		20,314
Effect of foreign exchange rate changes	211		34
Net (decrease) increase in cash and cash equivalents	$	(180,077)	$	129,453

Operating Activities

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.

Net cash provided by operating activities of continuing operations for the nine months ended September 30, 2024 of $131.6 million consisted of income from continuing operations of $87.8 million, non-cash net charges totaling $25.7 million, which include depreciation, amortization, stock-based compensation and other non-cash charges, and $18.1 million of cash generated from working capital and other net operating assets. The cash generated from working capital and other net operating assets was largely due to increases in accounts payable, the result of the timing of purchases and vendor payments, that were partially offset by increases in accounts receivable, largely the result of seasonal demand.

Investing Activities

Net cash used in investing activities of continuing operations for the nine months ended September 30, 2025 was $247.3 million, primarily due to the acquisitions of Lane Supply and the three metal roofing related businesses of $210.4 million, and net capital expenditures of $37.2 million largely related to the purchases of two facilities. These investments were partially offset by a receipt of the $0.3 million final working capital settlement received in connection with the sale of the Company's electronic locker business within the Company's Residential segment in the fourth quarter of 2024.

Net cash used in investing activities of continuing operations for the nine months ended September 30, 2024 of $11.5 million was due to net capital expenditures.

Financing Activities

Net cash used in financing activities totaled $63.5 million for the nine months ended September 30, 2025 primarily driven by common stock repurchases. The Company repurchased 914,679 shares for $60.0 million under the Company's prior authorized share repurchase program that ended May 2, 2025. An additional $3.7 million was used to repurchase common stock related to the net settlement of tax obligations for participants in the Company's equity incentive plans. These outflows were slightly offset by $0.2 million in proceeds from the issuance of common stock resulting from stock option exercises.

Net cash used in financing activities totaled $10.9 million for the nine months ended September 30, 2024 driven by common stock repurchases. The Company repurchased 139,427 shares for $9.0 million under the Company's prior authorized share repurchase program that ended May 2, 2025. An additional $1.9 million was used to repurchase common stock related to the net settlement of tax obligations for participants in the Company's equity incentive plans.

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Critical Accounting Estimates

There have been no material changes to the Company's critical accounting estimates during the quarter ended September 30, 2025 from those disclosed in the consolidated financial statements and accompanying notes contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 and the Critical Accounting Estimates in Part I, Item 2 in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.

Recent Accounting Pronouncements

See Note 1 to the Company's consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information on recent accounting pronouncements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

In the ordinary course of business, the Company is exposed to various market risk factors, including changes in general economic conditions, competition, interest rates, foreign exchange rates, and raw materials pricing and availability. In addition, the Company is exposed to other financial market risks, primarily related to its foreign operations. In the current year, there have been no material changes in the information provided under Item 7A in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

Item 4. Controls and Procedures

(a)Evaluation of Disclosure Controls and Procedures

The Company maintains a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended). Management of the Company, under the supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered in this report. Based upon that evaluation and the definition of disclosure controls and procedures contained in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that as of the end of such period the Company’s disclosure controls and procedures were effective.

(b)Changes in Internal Control over Financial Reporting

The Company acquired Lane Supply, Inc. and three metal roofing businesses since January 1, 2025. These acquisitions will be excluded from management's annual report on internal control over financial reporting for the year ending December 31, 2025. Except for the acquisition of the third metal roofing related business during the quarter ended September 30, 2025, there have been no changes in the Company’s internal control over financial reporting (as defined by Rule 13a-15(f) or 15d-15(f) under the Securities Exchange Act of 1934, as amended) that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time the Company has been and may in the future become involved in litigation, as well as other legal proceedings in the ordinary course of the Company's business. The Company maintains liability insurance against risks arising out of the normal course of business. While the outcome of these legal proceedings cannot be predicted with certainty, the Company's management, based on currently available facts, does not believe that the ultimate outcome of any pending litigation will have a material effect on the Company's consolidated financial condition, results of operations, or liquidity.

There were no material legal proceedings terminated, settled, or otherwise resolved during the quarter ended September 30, 2025.

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Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the risks discussed in “Part I, Item 1A. Risk Factors” in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024. These risks and uncertainties have the potential to materially affect the Company's business, financial condition, results of operation, cash flows, and future prospects. Additional risks and uncertainties not currently known to the Company or that the Company currently deems immaterial may materially adversely impact the Company's business, financial condition, or operating results. During the quarter ended September 30, 2025, there have been no material changes from the risk factors previously disclosed in the Company's Form 10-Q for the quarter ended March 31, 2025 and the Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The Company did not purchase shares during the quarter ended September 30, 2025 and the dollar value of shares that may yet be purchased under the authorized program is $200 million.

The Company did not sell unregistered equity securities during the period covered by this report.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the quarter ended September 30, 2025, none of the Company's directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits


			3.1			Certificate of Incorporation of Gibraltar Industries, Inc., as amended by: (i) Certificate of Amendment of Certificate of Incorporation of Gibraltar Industries, Inc. filed on October 27, 2004, (ii) Certificate of Change of Registered Agent and Registered Office of Gibraltar Industries, Inc. filed on May 11, 2005, (iii) Certificate of Amendment of Certificate of Incorporation of Gibraltar Industries, Inc. filed on May 22, 2012, (iv) Certificate of Amendment of Certificate of Incorporation of Gibraltar Industries, Inc. filed on May 11, 2015, (v) Certificate of Change of Registered Agent and/or Registered Office filed on January 10, 2019, (vi) Certificate of Amendment of Certificate of Incorporation of Gibraltar Industries, Inc. filed on May 6, 2021 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed on August 3, 2021), (vii) Certificate of Amendment to the Certificate of Incorporation of Gibraltar Industries, Inc. filed on May 3, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 8, 2023), and (viii) Certificate of Amendment of the Certificate of Incorporation of Gibraltar Industries, Inc. filed on May 1, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 1, 2025)
			3.2			Second Amended and Restated By-Laws of Gibraltar Industries, Inc., effective as of December 7, 2022 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K/A filed on December 9, 2022)
			31.1*			Certification of Chairman of the Board, President and Chief Executive Officer pursuant to Section 302 of the Sarbanes–Oxley Act of 2002.
			31.2*			Certification of Vice President and Chief Financial Officer pursuant to Section 302 of the Sarbanes–Oxley Act of 2002.

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			32.1*^			Certification of the Chairman of the Board, President and Chief Executive Officer pursuant to Title 18, United States Code, Section 1350, as adopted pursuant to Section 906 of the Sarbanes–Oxley Act of 2002.
			32.2*^			Certification of the Vice President and Chief Financial Officer pursuant to Title 18, United States Code, Section 1350, as adopted pursuant to Section 906 of the Sarbanes–Oxley Act of 2002.
			101.INS*			Inline XBRL Instance Document
			101.SCH*			Inline XBRL Taxonomy Extension Schema Document
			101.CAL*			Inline XBRL Taxonomy Extension Calculation Linkbase Document
			101.LAB*			Inline XBRL Taxonomy Extension Label Linkbase Document
			101.PRE*			Inline XBRL Taxonomy Extension Presentation Linkbase Document
			101.DEF*			Inline XBRL Taxonomy Extension Definition Linkbase Document
			104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


*			Submitted electronically with this Quarterly Report on Form 10-Q.
^			Documents are furnished not filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


GIBRALTAR INDUSTRIES, INC.
(Registrant)


/s/ William T. Bosway
William T. Bosway
Chairman of the Board, President and Chief Executive Officer


/s/ Joseph A. Lovechio
Joseph A. Lovechio
Vice President and Chief Financial Officer

Date: October 30, 2025

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