rock-20260331

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 March 31, 2026


☐			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

The NASDAQ Stock Market LLC

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 May 5, 2026, the number of shares of common stock outstanding was: 29,661,919.

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GIBRALTAR INDUSTRIES, INC.

INDEX


		PAGE NUMBER
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Statements of Operations for the Three Months Ended March 31 , 202 6 and 202 5 (unaudited)	3
	Consolidated Statements of Comprehensive (Loss) Income for the Three Months Ended Ma rch 31 , 202 6 and 202 5 (unaudited)	4
	Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025	5
	Consolidated Statements of Cash Flows for the Three Months Ended March 31 , 202 6 and 202 5 (unaudited)	6
	Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31 , 202 6 and 202 5 (unaudited)	7
	Notes to Consolidated Financial Statements (unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.	Controls and Procedures	30
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3.	Defaults Upon Senior Securities	31
Item 4.	Mine Safety Disclosures	31
Item 5.	Other Information	31
Item 6.	Exhibits	31
	SIGNATURES	33

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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 March 31,
	2026		2025
Net sales	$	356,287	$	246,357
Cost of sales	277,416		176,504
Gross profit	78,871		69,853
Selling, general, and administrative expense	83,327		41,198

Operating (loss) income	(4,456)		28,655
Interest expense (income), net	13,024		(1,637)
Other (income) expense, net	(814)		76
(Loss) income before taxes from continuing operations	(16,666)		30,216
(Benefit of) provision for income taxes	(4,614)		7,101
(Loss) income from continuing operations	(12,052)		23,115
Discontinued operations:
Loss before taxes from discontinued operations	(59,871)		(3,163)
Benefit of income taxes	(4,453)		(1,167)
Loss from discontinued operations	(55,418)		(1,996)
Net (loss) income	$	(67,470)	$	21,119

Net (loss) earnings per share – Basic:
(Loss) income from continuing operations	$	(0.40)	$	0.76
Loss from discontinued operations	(1.86)		(0.06)
Net (loss) income	$	(2.26)	$	0.70
Weighted average shares outstanding – Basic	29,796		30,252

Net (loss) earnings per share – Diluted:
(Loss) income from continuing operations	$	(0.40)	$	0.76
Loss from discontinued operations	(1.86)		(0.07)
Net (loss) income	$	(2.26)	$	0.69
Weighted average shares outstanding – Diluted	29,796		30,474

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 March 31,
	2026		2025
Net (loss) income	$	(67,470)	$	21,119
Other comprehensive (loss) income:
Foreign currency translation adjustment	(898)		49




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

See accompanying notes to consolidated financial statements.

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GIBRALTAR INDUSTRIES, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)


	March 31, 2026		December 31, 2025
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	20,347	$	115,724
Trade receivables, net of allowance of $3,329 and $2,558, respectively	224,577		120,327
Costs in excess of billings, net	25,496		26,799
Inventories, net	268,110		116,770
Prepaid expenses and other current assets	71,892		56,904
Assets of discontinued operations	89,283		192,362
Total current assets	699,705		628,886
Property, plant, and equipment, net	191,983		130,456
Operating lease assets	167,840		55,355
Goodwill	932,219		415,032
Customer relationships, net	631,704		109,092
Other intangibles, net	142,707		34,464
Other assets	21,337		20,318

	$	2,787,495	$	1,393,603
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	183,169	$	108,216
Accrued expenses	193,380		155,807
Billings in excess of costs	8,480		8,879


Liabilities of discontinued operations	112,312		93,120
Total current liabilities	497,341		366,022
Long-term debt	1,220,825		—
Deferred income taxes	11,127		5,116
Non-current operating lease liabilities	153,374		46,199
Other non-current liabilities	24,196		25,868

Stockholders’ equity:
Preferred stock, $0.01 par value; authorized 10,000 shares; none outstanding	—		—
Common stock, $0.01 par value; authorized 100,000 shares; 34,674 and 34,482 shares issued and outstanding, respectively	347		345
Additional paid-in capital	354,993		353,018
Retained earnings	763,993		831,463
Accumulated other comprehensive loss	(4,581)		(3,683)
Treasury stock, at cost; 5,013 and 4,935 shares, respectively	(234,120)		(230,745)
Total stockholders’ equity	880,632		950,398
	$	2,787,495	$	1,393,603

See accompanying notes to consolidated financial statements.

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GIBRALTAR INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Three Months Ended March 31,
	2026		2025
Cash Flows from Operating Activities
Net (loss) income	$	(67,470)	$	21,119
Loss from discontinued operations	(55,418)		(1,996)
(Loss) income from continuing operations	(12,052)		23,115
Adjustments to reconcile (loss) income from continuing operations to net cash (used in) provided by operating activities:

Depreciation and amortization	15,903		6,806
Stock compensation expense	1,859		2,860







Other, net	2,448		(144)

Changes in operating assets and liabilities net of effects from acquisitions:
Trade receivables and costs in excess of billings	(56,100)		(24,037)
Inventories	(20,460)		(8,233)
Other current assets and other assets	(3,325)		(5,579)
Accounts payable	47,613		18,202
Accrued expenses and other non-current liabilities	(10,439)		(7,905)
Net cash (used in) provided by operating activities of continuing operations	(34,553)		5,085
Net cash (used in) provided by operating activities of discontinued operations	(6,614)		8,599
Net cash (used in) provided by operating activities	(41,167)		13,684
Cash Flows from Investing Activities
Acquisitions, net of cash acquired	(1,340,027)		(184,585)
Purchases of property, plant, and equipment, net	(5,997)		(10,757)
Net proceeds from sale of business	—		352


Net cash used in investing activities of continuing operations	(1,346,024)		(194,990)
Net cash provided by (used in) investing activities of discontinued operations	74,944		(674)
Net cash used in investing activities	(1,271,080)		(195,664)
Cash Flows from Financing Activities
Proceeds from long-term debt	1,325,000		—
Long-term debt payments	(75,000)		—
Payment of debt issuance costs	(29,254)		—

Purchase of common stock at market prices	(3,857)		(62,394)


Net cash provided by (used in) financing activities	1,216,889		(62,394)
Effect of exchange rate changes on cash	(19)		8
Net decrease in cash and cash equivalents	(95,377)		(244,366)
Cash and cash equivalents at beginning of year	115,724		269,480
Cash and cash equivalents at end of period	$	20,347	$	25,114

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, 2025	34,482	$	345	$	353,018	$	831,463	$	(3,683)	4,935	$	(230,745)	$	950,398
Net loss	—	—		—		(67,470)		—		—	—		(67,470)
Foreign currency translation adjustment	—	—		—		—		(898)		—	—		(898)

Stock compensation expense	—	—		1,977		—		—		—	—		1,977

Net settlement of restricted stock units	192	2		(2)		—		—		78	(3,375)		(3,375)




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




Balance at December 31, 2024	34,313	$	343	$	343,583	$	875,851	$	(5,326)	3,960	$	(166,417)	$	1,048,034
Net income	—	—		—		21,119		—		—	—		21,119
Foreign currency translation adjustment	—	—		—		—		49		—	—		49

Stock compensation expense	—	—		3,071		—		—		—	—		3,071

Net settlement of restricted stock units	88	1		(1)		—		—		36	(2,369)		(2,369)

Excise tax on repurchase of common stock	—	—		—		—		—		—	(566)		(566)
Common stock repurchased under stock repurchase program	—	—		—		—		—		915	(60,000)		(60,000)
Balance at March 31, 2025	34,401	$	344	$	346,653	$	896,970	$	(5,277)	4,911	$	(229,352)	$	1,009,338

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, 2025.

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

Discontinued Operations

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

Unless otherwise indicated, the consolidated financial 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 2026, and determined that the adoption of these pronouncements would not have a material effect on the financial position, results of operations or cash flows of the Company. There have been no material changes from the recent accounting pronouncements previously disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

(2) TRADE RECEIVABLES, NET

The following table provides a roll-forward of the allowance for credit losses for the three month period ended March 31, 2026 that is deducted from the amortized cost basis of trade receivables to present the net amount expected to be collected (in thousands):


Beginning balance as of January 1, 2026	$	2,558
Allowance for credit losses acquired in business combination	1,020
Bad debt expense, net of recoveries	268
Accounts written off against allowance and other adjustments	(517)
Ending balance as of March 31, 2026	$	3,329

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(3) REVENUE

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

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

As of March 31, 2026, the Company's remaining performance obligations are part of contracts that have an original expected duration of one year or less.

For the three months ended March 31, 2026 and 2025, respectively, there were no changes to estimated total costs to be incurred related to any individual contract that materially impacted the Company's consolidated financial statements.

Contract assets consist of net costs in excess of billings, classified as current assets in the Company's consolidated balance sheets. Contract liabilities consist of billings in excess of costs, classified as current liabilities, and unearned revenue, presented within accrued expenses, in the Company's consolidated balance sheets. Unearned revenue as of March 31, 2026 and December 31, 2025 was $0.8 million and $1.4 million, respectively. The Company recognized revenue of $7.1 million and $10.3 million during the three months ended March 31, 2026 and 2025, respectively, that was included in the contract liabilities balance of $10.3 million and $15.4 million at December 31, 2025 and 2024, respectively.

(4) INVENTORIES, NET

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


	March 31, 2026		December 31, 2025
Raw material	$	170,071

SEC Form 10-Q filed by Gibraltar Industries Inc.