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What changed in GIBRALTAR INDUSTRIES, INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of GIBRALTAR INDUSTRIES, INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+251 added−234 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-19)

Top changes in GIBRALTAR INDUSTRIES, INC.'s 2025 10-K

251 paragraphs added · 234 removed · 138 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

54 edited+31 added−25 removed13 unchanged
Biggest changeThe Company's operational infrastructure provides the necessary scale to support regional and national customers in each of its markets. 5 Table of Contents The Company operates and reports its results in the following four reporting segments: • Residential • Renewables • Agtech • Infrastructure The following table summarizes the primary products and, where applicable, services, applications, and end markets for each segment: Residential Segment Products Applications End Market Roof and foundation ventilation products Ventilation Residential: new construction and repair and remodeling Single point and centralized mail systems and package solutions Secure storage for mail and package deliveries Retractable awnings and gutter guards Sun and wind protection; gutter protection Trims and flashings, metal roofing, rain dispersion, other accessories Protection from water and other natural elements - roof integrity Renewables Segment Products and Services Applications End Market Design, engineering, manufacturing and installation of solar racking and electrical balance of systems Commercial and distributed generation scale solar installations on any type of terrain Solar developers; power companies; solar energy engineering, procurement, and construction ("EPC") contractors Agtech Segment Products and Services Applications End Market Controlled environmental agriculture, and custom greenhouse solutions and structural canopies including the designing, engineering, manufacturing, full scope construction of the structure and integration of subsystems Retail, fruits and vegetables, flowers, commercial, institutional and conservatories, car wash structures Large scale indoor produce growers; retail garden centers; conservatories and botanical gardens; floriculture growers; agricultural research; car washes 6 Table of Contents Infrastructure Segment Products Applications End Market Engineered solutions for bridges, highways and airfields, including structural bearings, expansion joints, pavement seals, elastomeric concrete, bridge cable protection systems Bridge and elevated highway construction, airport pavements Commercial and transportation contractors and fabricators The Company’s operating businesses have established strong positions in attractive end markets by building core capabilities in innovation, new products and services, manufacturing and field operations, business systems, quality performance, along with a healthy balance sheet and the strength of our people.
Biggest changeThe following table summarizes the primary products and services (where applicable), applications, and end markets for each segment: Products and Services Applications End Market Residential Segment Trim, coil and flashings, sofit, fascia, other accessories Roof integrity Residential and light commercial housing— new construction and repair Gutters, downspouts, gutter protection, roof drainage accessories Rainwater drainage Roof/siding panels, trims and flashing installation hardware Metal roofing Roof and foundation ventilation products Ventilation Single point and centralized mail systems and package solutions Secure storage for mail and package deliveries Retractable awnings Sun and wind protection Agtech Segment Controlled environmental agriculture, and custom greenhouse solutions including the designing, engineering, manufacturing, full scope construction of structures and integration of subsystems Retail, fruits and vegetables, flowers, commercial, institutional and conservatories Large scale indoor produce growers; retail garden centers; conservatories and botanical gardens; floriculture growers; agricultural research 6 Table of Contents Structural canopies, including design, engineering, manufacturing, and full scope construction Fuel stations, car washes, convenience stores, travel centers, food retail, EV charging stations, and quick serve restaurants Large chains and small businesses engaged in sales to consumers Infrastructure Segment Engineered solutions for bridges, highways and airfields, including structural bearings, expansion joints, pavement seals, elastomeric concrete, bridge cable protection systems Bridge and elevated highway construction, airport pavements Commercial and transportation contractors and fabricators The Company’s operating businesses have established strong positions in attractive end markets by building core capabilities in innovation, new products and services, manufacturing and field operations, business systems, quality performance, along with the strength of our people.
Human Capital - Organization Development The foundation for the Company's focus on organizational development is built on two fundamental beliefs: • The Company's ability to perform and deliver shareholder value is dependent on our people, and • Each member of the Company's team plays an important role in creating an environment where individuals are respected, valued and have the opportunities to thrive.
Human Capital - Organization Development The foundation for the Company's focus on organizational development is built on two fundamental beliefs: • The Company's ability to perform and deliver shareholder value is dependent on our people, and • Each member of the Company's team plays an important role in creating an environment where individuals are respected, valued and have opportunities to thrive.
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 foundation of the Company's strategy is built on three core pillars: Business System, Portfolio Management, and Organization Development. • 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.
Engineering and Technical Services The Company's business segments employ engineers and other technical personnel to perform a variety of key tasks which include the identification and implementation of improvements to its manufacturing process, redesign of its products for better performance, the development of new products and identification and execution of cost reduction activities.
Engineering and Technical Services All of the Company's business segments employ engineers and other technical personnel to perform a variety of key tasks which include the identification and implementation of improvements to its manufacturing process, redesign of its products for better performance, the development of new products, and identification and execution of cost reduction activities.
Diversity and Inclusion The Company supports and encourages a culture where diversity of thought flourishes and all employees feel appreciated, included, and know they have an equal opportunity to develop, grow, and succeed based on their performance. The Company believes demonstrating respect and valuing perspectives and contributions are critical to cultivating the Company's best and most successful outcomes.
Equal Employment Opportunity The Company supports and encourages a culture where diversity of thought flourishes and all employees feel appreciated, included, and know they have an equal opportunity to develop, grow, and succeed based on their performance. The Company believes demonstrating respect and valuing perspectives and contributions are critical to cultivating the Company's best and most successful outcomes.
The Company's cluster box mail delivery products provide delivery cost savings to the postal service while offering secure storage for delivered mail and packages. The Company leverages its production capabilities and supply chain across the United States ("U.S.") while maintaining the capability to support the many local and regional customer requirements.
The Company's cluster box mail delivery products provide delivery cost savings for the U.S. postal service while offering secure storage for delivered mail and packages. The Company leverages its production capabilities and supply chain across the U.S. while maintaining the capability to support the many local and regional customer requirements.
In addition, new or more stringent regulation of the Company's energy suppliers could cause them to increase the price of energy. 10 Table of Contents The Company's operations are also governed by many other laws and regulations covering its labor relationships, the import and export of goods, the zoning of its facilities, taxes, its general business practices, and other matters.
In addition, new or more stringent regulation of the Company's energy suppliers could cause them to increase the price of energy. The Company's operations are also governed by many other laws and regulations covering its labor relationships, the import and export of goods, the zoning of its facilities, taxes, its general business practices, and other matters.
The contents of the Company's website or any other website referenced are not a part of this Annual Report on Form 10-K. 12 Table of Contents
The contents of the Company's website or any other website referenced are not a part of this Annual Report on Form 10-K.
The Company's residential product offerings consist of roof edging and flashing, soffits and trim, drywall corner bead, metal roofing and accessories, rain dispersion products, including gutters and accessories, and exterior retractable awnings. Each of these product offerings can be sold separately or as part of a system solution.
The Company's residential product offerings consist of roof trim coil, edging and flashing, soffits and trim, drywall corner bead, metal roofing and accessories, rain dispersion products, including gutters, downspouts and accessories, roof and foundation ventilation products and exterior retractable awnings. Each of these product offerings can be sold separately or as part of a system solution.
The Company purchases natural gas and electricity from suppliers in proximity to its operations. 9 Table of Contents Intellectual Property The Company actively protects its proprietary rights by the use of trademark, copyright, and patent registrations.
The Company purchases natural gas and electricity from suppliers in proximity to its operations. Intellectual Property The Company actively protects its proprietary rights by the use of trademark, copyright, and patent registrations.
We raise the bar - and set new standards. • Make it right - We care about doing the right thing for each other, our customers, and communities by holding ourselves to the highest standards of ethics and safety. • Make it together - We work collaboratively with our customers and each other - teamwork sets us apart.
Make it right - We care about doing the right thing for each other, our customers, and communities by holding ourselves to the highest standards of ethics and safety. Make it together - We work collaboratively with our customers and each other - teamwork sets us apart.
Item 1. Business The Company Gibraltar Industries, Inc. (the "Company") is a leading manufacturer and provider of products and services for the residential, renewable energy, agtech and infrastructure markets. The Company's mission is to make life better for people and the planet, fueled by advancing the disciplines of engineering, science, and technology.
Item 1. Business Gibraltar Industries, Inc. (the "Company" or "Gibraltar") is a leading manufacturer and provider of products and services for the residential, agtech and infrastructure markets. Gibraltar's mission, to make life better for people and the planet, is fueled by advancing the disciplines of engineering, science, and technology.
While the majority of the Company's products have short lead time order cycles, the Company has aggregated approximately $250 million of backlog at December 31, 2024. The backlog primarily relates to certain business units in the Company's Renewables, Agtech, and Infrastructure segments.
While the majority of the Company's products have short lead time order cycles, the Company has aggregated approximately $280 million of backlog at December 31, 2025. The backlog primarily relates to certain business units in the Company's Agtech and Infrastructure segments.
The Company's businesses are focused on maintaining healthy and efficient home environments, supporting mail and package delivery, solving global challenges accelerating renewable energy generation, increasing the supply of locally-grown and more sustainably-produced food and plants, and improving the country’s transportation infrastructure and ways of transporting people. Value-Added Products and Services .
The Company's businesses are focused on maintaining healthy and efficient home environments, supporting mail and package delivery, increasing the supply of locally-grown and more sustainably-produced food and plants, and improving the country’s transportation infrastructure and ways of transporting people and products. Value-Added Products and Services .
Furthermore, general economic forces, such as tax credit expirations, imposed tariffs and changes in the Company’s products and customer mix can and have shifted traditional seasonal fluctuations in revenue over the past few years. Governmental Regulation The Company's production processes involve the use of environmentally regulated materials.
Furthermore, general economic forces, such as tax credits, tariffs and changes in the Company’s products and customer mix can and have shifted traditional seasonal fluctuations in revenue over the past few years. 10 Table of Contents Governmental Regulation The Company's production processes involve the use of environmentally regulated materials.
Every day the Company's choices and actions are governed by its values: • Make it better - We challenge ourselves and our way of thinking every day to exceed the needs of our customers.
Every day the Company's choices and actions are governed by its values: Make it better - We challenge ourselves and our way of thinking every day to exceed the needs of our customers. We raise the bar - and set new standards.
The Company strives to be connected directly with its end customers, where it receives unfiltered feedback on performance, insight on customer problems and opportunities, and cooperation on ideas for new products, services, and business model optimization.
Commitment to Customers and Quality . The Company strives to be connected directly with retailers, wholesalers, contractors, and end customers, where it receives unfiltered feedback on performance, insight on customer problems and opportunities, and cooperation on ideas for new products, services, and business model optimization.
The Company continues to expand into adjacent markets such as bridge protection systems, high speed and traditional rail, and telecom.
The Company continues to expand into adjacent markets such as bridge protection systems, high speed and traditional rail, and telecom fiber optic cable installation.
The Company also believes its brands are well recognized in the markets it serves and the Company believes the brands stand for high-quality manufactured goods at a competitive price. These trademarks, copyrights, and patent registrations help the Company maintain product leadership positions for the goods it offers.
The Company also believes its brands are well recognized in the markets it serves and the Company believes the brands stand for high-quality value-added manufactured products. These trademarks, copyrights, and patent registrations help the Company maintain product leadership positions for the goods it offers.
The Company will continue its focus of time, talent, and energy on strengthening its position in each market it serves. Attractive End Markets .
The Company will continue its focus of time, talent, and energy on strengthening its position in each market it serves, including with the acquisition and integration of OmniMax. Attractive End Markets .
In addition, the Company's residential product offerings consist of mail and package solutions including single mailboxes, cluster style mail and parcel boxes for single and multi-family housing, and package locker systems.
In addition, the Company's residential product offerings consist of mail and package solutions including single mailboxes, and cluster style mail and parcel boxes for single and multi-family housing. The Company strives to improve its product-solution offerings.
Sales and Marketing In 2024, approximately 60% of the Company's revenues were generated from sales to retailers, wholesalers and distributors and approximately 40% from products and services that were sold directly to the end user.
Sales and Marketing In 2025, approximately 70% of the Company's revenues were generated from sales to retailers, wholesalers and distributors and approximately 30% from products and services that were sold directly to contractors or the end users. In 2025, approximately 40% of OmniMax's revenues were through retailers and 60% were through wholesalers and distributors.
Corporate Social Responsibility Corporate Social Responsibility is a key consideration in everything from the products the Company makes and the suppliers the Company engages with, to the Company's employment practices, business strategies, and future plans.
The Company believes doing so helps it attract and retain the best people to execute its business plans. Corporate Social Responsibility Corporate Social Responsibility is a key consideration in everything from the products the Company makes and the suppliers the Company engages with, to the Company's employment practices, business strategies, and future plans.
Recent Developments On February 11, 2025, the Company purchased all the outstanding stock of Lane Supply, Inc., 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 $120 million in an all cash transaction, subject to customary working capital and other adjustments.
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.
Large scale greenhouse facilities are unique to a particular type of plant, vegetable, flower, or fruit, and require unique structures, growing systems, and the integration of the structure and the systems. Infrastructure The Infrastructure segment serves highway and bridge construction and airports through commercial and transportation contractors and fabricators.
Large scale greenhouse facilities are unique to a particular type of plant, vegetable, flower, or fruit, and require unique structures, growing systems, and the integration of the structure and the systems.
The Company's leaders have access to courses and application tools for a variety of situations including Goal-Setting, Problem-Solving, Receiving and Delivering Feedback, Delegating, Leading through Change, Time Management, and Behavior-based Interviewing among other topics.
Leadership Development The Company's leadership development journey blends on-the-job experiences with peer learning, self-study and facilitated training sessions. The Company's leaders have access to courses and application tools for a variety of 11 Table of Contents situations including Goal-Setting, Problem-Solving, Receiving and Delivering Feedback, Delegating, Leading through Change, Time Management, and Behavior-based Interviewing among other topics.
One customer, a home improvement retailer which purchases from the Residential segment, represented 12%, 13% and 14% of the Company's consolidated net sales for the years ended December 31, 2024, 2023 and 2022, respectively.
Customers and Products The Company's customers are located primarily throughout the U.S. and Canada. One customer, a home improvement retailer which purchases from the Residential segment, represented 12%, 16% and 17% of the Company's consolidated net sales for the years ended December 31, 2025, 2024, and 2023, respectively.
Agtech The Agtech segment provides controlled environmental agriculture solutions for growing fruits, vegetables and flowers, supplies custom greenhouses and structural canopies for research, education, retail and commercial applications.
Agtech The Agtech segment provides designs, engineers, manufactures, and constructs highly-automated controlled environmental agriculture facilities for growing fruits, vegetables, flowers, and plants; provides custom greenhouses for agricultural research and education; retail and commercial applications; and designs and builds structural canopies.
The Company believes that the performance obligations related to the majority of its backlog will be satisfied and related revenue recognized during 2025. Competition The Company operates in highly competitive markets with several competitors participating in each of its end markets.
The Company believes that the performance obligations related to the majority of its backlog will be satisfied and related revenue recognized during 2026. Competition The Company operates in markets with several competitors participating in each of its end markets, particularly in the building accessories market, where the market is fragmented and driven mainly by contractor preferences.
Turnkey growing facilities, with the structure and multiple subsystems, are designed, integrated, manufactured, constructed and installed for large-scale indoor commercial growers of fruits and vegetables, plants and flowers, and agricultural research and development facilities with over 100 universities in the United States.
Turnkey growing facilities and supporting operating systems are designed, manufactured, integrated, constructed and installed for large-scale indoor commercial growers of fruits and vegetables, plants and flowers, and agricultural research and development facilities.
The Company's sales process regularly includes a competitive bid process, and its reputation for product and service quality and meeting delivery requirements make the Company a preferred provider for many customers.
The Company's sales process regularly includes a competitive bid process through a customer product line review or specific project opportunity, and its reputation for quality and on-time delivery make the Company a preferred provider for many customers.
Accordingly, the Company plans its purchases to maintain raw materials at sufficient levels to satisfy the anticipated needs of customers. The Company has implemented enterprise resource planning systems along with a corporate wide SIOP (Sales, Inventory, Operations Planning process) to better manage inventory, forecast customer orders, enable efficient supply chain management, and allow for timely counter-measures to changing market conditions.
The Company has implemented enterprise resource planning (ERP) systems along with a corporate-wide SIOP (Sales, Inventory, Operations Planning process) to better manage inventory, forecast customer orders, enable efficient supply chain management, and allow for timely counter-measures to changing market conditions. 9 Table of Contents The primary raw materials the Company purchases are flat-rolled, structural and plate steel, aluminum coil and extrusions.
The Company seeks to support an array of career pathways and life journeys by engaging the entire organization, with areas of focus that include Health and Safety, Learning and Development, Diversity and Inclusion, Compensation and Benefits, as well as Communication and Employee Engagement. The Company employed 2,097 full-time employees and 10 part-time employees at December 31, 2024.
The Company seeks to support an array of career pathways by engaging the entire organization, with areas of focus that include Health and Safety, Learning and Development, Equal Employment Opportunity, Compensation and Benefits, as well as Communication and Employee Engagement.
The Company believes all accidents and near-misses are preventable as the Company strives to create a zero-incident work environment. The Company has continued to invest in the Company's safety organization by implementing a disciplined safety management and reporting process to measure and review the Company's safety results continuously in each location.
The Company believes all accidents and near-misses are preventable as the Company strives to create a zero-incident work environment. The Company has continued to invest in a disciplined safety management and reporting process to measure and improve the safety of the work environment continuously. The Company's CEO reviews safety performance monthly, including recordable incidents, near misses, and first aid cases.
At 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 respective succession plans. The Company believes doing so helps it attract and retain the best people to execute its business plans.
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 respective succession plans.
We are dedicated to developing their potential as professionals and future leaders, drawing on the unique abilities of each team member to build a rich, inclusive culture of difference-makers. • Our Communities: Sharing our success with the communities where we live and work is vital to our purpose.
The Company's efforts are focused on delivering positive impact in three key areas: Our People - The safety, well-being, and success of our people is our top priority. We are dedicated to developing their potential as professionals and future leaders, drawing on the unique abilities of each team member to build a rich, inclusive culture of difference-makers.
The Company's CEO reviews safety performance monthly, including recordable incidents, near misses, and first aid cases. Safety performance and best practices are also reviewed quarterly enterprise-wide during the Company's Town Hall meetings. Each of the Company's businesses has a safety team that collaborates with the Company's leaders and employees to assess risks to identify mitigating actions to prevent accidents.
Safety performance and standards are also shared quarterly enterprise-wide to complement regular proactive training. Each of the Company's businesses has a safety team that collaborates with the Company's leaders and employees to assess risks to identify mitigating actions to prevent accidents.
In some cases, the Company sources products from third-party vendors to optimize cost and quality in order to provide the very best and affordable solution for customers. Renewables The Renewables segment designs, manufactures and installs solar energy mounting systems including foundation, racking, and electrical balance of systems for developers, EPCs and owners / operators of solar fields.
In some cases, the Company sources products from third-party vendors to optimize cost and quality in order to provide the very best and affordable solution for customers.
No other customer in any segment or segments accounted for more than 10% of the Company's consolidated net sales. 7 Table of Contents Residential The Residential segment serves both the residential repair and remodeling and new housing construction markets in North America with products and services including roof and foundation ventilation products, single point and centralized mail and package solutions, outdoor living space products (sun-shading), rain dispersion systems, metal roofing job site services, and other construction accessories.
Residential The Residential segment, including the newly-acquired OmniMax business, serves both the residential repair and new housing construction markets in the U.S. and Canada with products and services including roofing accessories, metal roofing products and services, rain dispersion products, roof and foundation ventilation, single point and centralized mail and package solutions, outdoor living space products (sun-shading), and other construction accessories.
The Company's commitment to quality is a core operating tenet, and its quality management systems are designed to ensure the Company delivers to meet customer and stakeholder expectations. Strong Liquidity Profile . The Company strives to manage its cash resources to ensure sufficient liquidity to fund growth initiatives, support the seasonality of its businesses and manage effectively through economic cycles.
The Company's commitment to quality is a core operating tenet, and its quality management systems are designed to ensure the Company delivers to meet customer and stakeholder expectations. Focus on Transformational Growth .
The Company provides optimal solutions to its customers: roof-related ventilation and weather protection to support healthy home environments; mail and package storage for home and retail and non-retail sites; racking, foundation, and electrical systems for photovoltaic solar systems, controlled environmental agriculture systems and custom commercial growing greenhouses for biologically grown food, floriculture, and other plants; and structural bearings, expansion joints and rubber products for bridges and other transportation structures.
The Company provides optimal solutions to its customers: roofing accessories, metal roofing products and roof- and foundation-related ventilation to support healthy home environments; mail and package storage for home and retail and non-retail sites; structures that enable controlled environment agriculture ("CEA") for commercial growers, institutions, and retailers and creating canopies that elevate brand image and protect customers, staff, and equipment; and structural bearings, expansion joints and rubber products for bridges and other transportation structures.
The Company's products include expansion joints, structural bearings, rubber pre-formed seals and other sealants, elastomeric concrete, and bridge cable protection systems. Infrastructure's products are manufactured primarily from plate, rail and structural steel along with various resin and rubber based materials. The products manufactured are highly engineered to meet the exact specifications for the particular project undertaken.
Infrastructure's products are manufactured primarily from plate, rail and structural steel along with various resin and rubber based materials. The products manufactured are highly engineered to meet local and state codes and specifications.
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.
The Business System 4 Table of Contents 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. • 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. • 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.
Of the Company's 2,107 total employees, 747 were classified as salaried and 1,360 classified as hourly. The Company also engaged approximately 270 full-time equivalent temporary agency employees at December 31, 2024 Approximately 8% of the Company's U.S. workforce was represented by unions through two collective bargaining agreements ("CBAs") as of December 31, 2024.
The Company employed approximately 2,300 employees at December 31, 2025 and seasonally engaged approximately 500 temporary agency staff during the calendar year. Approximately 5% of the Company's U.S. workforce is represented by unions through two collective bargaining agreements ("CBAs") as of December 31, 2025.
We promote sustainability across our value chain, developing products and services for our customers that reduce environmental impact and improve quality of life. The Company's businesses reflect the Company's purpose, values and desire to make a positive impact on the world.
The World - Our work is firmly rooted in making life better for people and the planet; we innovate in the service of possibility, acting responsibly to create positive, lasting change in our world. We promote sustainability across our value chain, developing products and services for our customers that reduce environmental impact and improve quality of life.
Technical service personnel also work in conjunction with the Company's sales and product management teams in the new product development process to determine the types of products and services that suit the needs of customers. Suppliers and Raw Materials The Company's business is required to maintain sufficient quantities of raw material inventory in order to accommodate customers' delivery requirements.
Furthermore, in the Agtech and Infrastructure segments, drawings are approved and stamped by state licensed professional engineers as required by individual projects. Technical service personnel also work in conjunction with the Company's sales and product management teams in the new product development process to determine the types of products and services that suit the needs of customers.
By supporting local nonprofits and institutions as investors and volunteers, we help build resilience and strengthen the bonds that will help our communities thrive. • The World: Our work is firmly rooted in making life better for people and the planet; we innovate in the service of possibility, acting responsibly to create positive, lasting change in our world.
Our Communities - Sharing our success with the communities where we live and work is vital to our purpose. By supporting local nonprofits and institutions as investors and volunteers, we help build resilience and strengthen the bonds that will help our communities thrive.
Both of the Company's CBAs were successfully renegotiated in 2024 and one of the CBAs will expire April 30, 2027 and the other will expire March 31, 2028. The Company considers its employee relations to be good. Health and Safety Safety is a top priority.
One of the CBAs will expire April 30, 2027 and the other will expire March 31, 2028. After the acquisition of OmniMax, the Company employs approximately 3,300 employees predominantly in the U.S. and Canada. Health and Safety Safety is a top priority.
Segments The Company serves customers primarily in North America including home improvement retailers, wholesalers, distributors, contractors, renewable energy (solar) developers, and institutional and commercial growers of fruits, vegetables, flowers and other plants.
OmniMax will be reported as part of the Company's Residential segment. Gibraltar's Three Segments The Company operates and reports its results in the following three reporting segments: Residential, Agtech, and Infrastructure. The Company serves customers primarily in the U.S. and Canada including home improvement retailers, wholesalers, distributors, contractors, and institutional and commercial growers of fruits, vegetables, flowers and other plants.
The Company's marketing focus is to build an enhanced cohesive brand strategy for Gibraltar—ensuring the Company has a defined purpose and values and ensuring the Company's brand messages reflect the needs of the market and the capabilities of its businesses with "We advance the art and science of making and celebrate the people that make life better." The Company's customer relationship management systems provides important aggregate market data and visibility into sales account status and enabling cross-sell and up-sell opportunities.
The Company's marketing focus is to strengthen its portfolio of brands with contractors and key decision makers while also ensuring the Company's brands reflect what the Company stands for and communicates, "We advance the art and science of making and celebrate the people that make life better." The Company's customer relationship management systems provide aggregated market data and visibility into customer needs and requirements which should provide an opportunity to better support customers across geographic areas.
The primary raw materials the Company purchases are flat-rolled, structural and plate steel, aluminum coil and extrusions, and resins. The Company purchases flat-rolled and plate steel and aluminum at regular intervals on an as-needed basis, primarily from the major North American mills, as well as a limited amount from domestic service centers and foreign steel importers.
The Company purchases flat-rolled and plate steel and aluminum at regular intervals on an as-needed basis, from North American-based aluminum and steel mills, importers of steel and aluminum suppliers outside North America, and domestic service centers. Management continually evaluates improvements in the Company's purchasing practices across its facilities in order to optimize purchasing across similar commodities.
At December 31, 2024, the Company operated thirty facilities, which were comprised of twenty-three manufacturing facilities, two distribution centers, and five offices, and were located within sixteen states, Canada and China.
As of December 31, 2025, the Company's continuing operations operated in thirty-four facilities, comprised of twenty-nine manufacturing facilities, strategically located across eighteen states and Canada, and five offices, including a sourcing office located in China. Including the resources of OmniMax, the Company operates forty-four manufacturing facilities, strategically located across twenty-three states and Canada.
Seasonality The Company’s end markets have historically experienced seasonal demand fluctuation, with lower demand typically in the first and fourth quarters. Levels of residential and commercial construction can be cyclical and can depend on interest rates, availability of financing, inflation, employment, spending habits, consumer confidence and cost and availability of skilled labor.
Residential and commercial construction can also be cyclical and can depend on consumer confidence, interest rates, financing, permitting, and labor availability.
The Infrastructure Investment and Jobs Act has been the main funding source since 2022 with a five-year mission to modernize our nation’s infrastructure. The Infrastructure segment has been a benefactor of the additional funding that has driven expansion in highway, bridge, and airport markets.
The Infrastructure Investment and Jobs Act ("IIJA") was approved in 2022 with a five-year mission to modernize our nation’s infrastructure by helping States fund some portion of their key infrastructure initiatives. The IIJA bill has provided confidence in project funding available to States where projects have been developed and implemented over multiple years.
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The Company is innovating to reshape critical markets in sustainable power, comfortable and efficient 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.
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On February 2, 2026, Gibraltar acquired OmniMax International, LLC ("OmniMax"), a leading United States of America ("U.S.") and Canada-based manufacturer and provider of residential roofing accessories and rainwater management systems. The acquisition of OmniMax furthers Gibraltar's goal of helping innovate and reshape the markets in which it operates and provide better solutions for its customers and the channels it serves.
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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.
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The description of the Company's business includes the OmniMax business, however, any information included herein as of December 31, 2025 does not include the OmniMax business except as specified.
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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 4 Table of Contents Company's focus is on creating an environment for our people to have the best opportunity for success, continue to develop, grow and learn.
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Gibraltar's Core Pillars Gibraltar strives to create compounding and sustainable value for its stockholders and stakeholders by maintaining strong, relevant leadership positions in higher-growth profitable end markets while continuously innovating its products, services, and business processes to further optimize the important end markets it serves in the U.S. and Canada; residential and light commercial housing, infrastructure, and controlled environment agriculture growing and research.
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The Company's efforts are focused on delivering positive impact in three key areas: • Our People: The safety, well-being, and success of our people is our top priority.
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The Company's businesses reflect its purpose, values and desire to make a positive impact on the world. The Company continues to transform itself to focus on providing solutions to some of today's most significant challenges—including living in safe and comfortable housing, growing food more sustainably, and improving the infrastructure across the U.S. and Canada.
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The Company continues to transform itself to focus on providing solutions to some of humanity's greatest challenges - from harnessing energy and growing food more sustainably, to living and working with greater ease, efficiency, and comfort.
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Acquisition of OmniMax On February 2, 2026, Gibraltar completed the acquisition of OmniMax, a leading U.S.- and Canada-based manufacturer and provider of residential roofing accessories and rainwater management systems, for a purchase price of $1.335 billion in cash.
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This transformation positions the Company to play a significant role in sustainable development matters, building partnerships with key players that help advance critical technologies, strengthening the Company's Residential, Renewables, Agtech and Infrastructure businesses, and enabling the Company to better respond to humanity's evolving needs.
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The acquisition was pursuant to the terms and conditions of the Securities Purchase 5 Table of Contents Agreement, among the Company, Barnsbury Estate LLC and Arundel Square Garden, LLC, dated November 16, 2025.
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The Company's products and services are highly engineered, supported with intellectual property, and driven by effective business systems and IT infrastructure. Commitment to Customers and Quality .
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The Company believes that the addition of OmniMax's complementary brands, product portfolio and geographic footprint accelerates the Company's presence in its largest and most profitable business segment, creates a more optimal operating platform to serve customers and partner with suppliers, and opens new opportunities for growth with new and existing customers across the U.S. and Canada.
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As of December 31, 2024, the Company's liquidity was $664.6 million, including $269.5 million of cash and $395.1 million of availability under its revolving credit facility.
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The Company's operational infrastructure provides the necessary scale to support regional and national customers in each of its markets.
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The Company believes its low leverage and ample borrowing capacity, along with flexibility in its Credit Agreement, provides the Company with the financial capacity to fund its ongoing business requirements, strategic initiatives, and acquisition opportunities.
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The Company's strategy is to continue to broaden its presence and product portfolio with the addition of new products while simultaneously investing in its customer relationships and go-to market infrastructure.
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Lane Supply, Inc. will be 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. Customers and Products The Company's customers are located primarily throughout North America.
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The acquisition of OmniMax in 2026, which expands the Company's presence in its largest and highly profitable residential segment, is a transformative strategic step and is intended to rapidly accelerate the Company's building products revenue. The Company's acquisitions in 2025, most notably Lane Supply, Inc.
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The Company strives to improve its product-solution offerings while adapting to local and regional building codes and new products recently introduced include efficient-installation ventilation solutions, next generation single mailboxes, pipe flashings and remote-controlled deck awnings and valances for sun protection.
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("Lane Supply") in its Agtech segment, expands the Company's structures business to service complementary markets, such as fuel stations and convenience stores. Recent Developments 2026 As referred to above, on February 2, 2026, the Company completed the acquisition of OmniMax, a leading U.S.- and Canada-based manufacturer and provider of residential roofing accessories and rainwater management systems.
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The Company's ventilation and roof flashing products provide protection and extend the life of residential structures while providing a safer, healthier environment for residents. The Company's building products are manufactured primarily from galvanized and painted steel, anodized and painted aluminum, and various resins.
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OmniMax will be reported as part of the Company's Residential segment. In connection with the acquisition of OmniMax, on February 2, 2026, the Company entered into a new credit agreement (the "Credit Agreement") with Bank of America, N.A., as administrative agent and collateral agent, and other financial institutions from time to time party thereto.
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An integral part of solar projects is the design, engineering, and fabrication of unique structures and electrical balance of systems ("eBOS"), as well as the field installation of both, whether applied to a ground-mounted or carport systems. The Company provides both fixed tilt and tracker racking systems along with either a screw or pile driven foundation systems.
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The Credit Agreement provides for (i) a senior secured revolving credit facility in an initial aggregate principal amount of up to $500 million (the "Revolving Credit Facility"), (ii) a senior secured term loan A facility in an initial aggregate principal amount of up to $650 million (the "Term Loan 7 Table of Contents A Facility") and (iii) a senior secured term loan B facility in an initial aggregate principal amount of up to $650 million (the "Term Loan B Facility").

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeEach of the Company's segments operates in a highly competitive business environment and encounters a high degree of competition from a number of competitors. Competition is based primarily on product functionality, quality, price, raw material and inventory availability, as well as the ability to meet delivery and construction schedules dictated by customers.
Biggest changeCompetition is based primarily on product functionality, quality, price, raw material and inventory availability, as well as the ability to meet delivery and construction schedules dictated by customers. Additionally, the principal markets the Company participates in are characterized by new products and services, thus the Company also faces competition from the introduction of new products and services by competitors.
Demand for products in the Company’s Residential segment depends on the level of residential improvement and renovation and new construction activity, and, in particular, the amount of spending on living spaces and home exteriors.
Demand for products in the Company’s Residential segment depends on the level of residential improvement and renovation and new construction activity, and, in particular, the amount of spending on home exteriors and living spaces.
Demand for the Company's products in its Residential segment is significantly influenced by general economic conditions and trends in consumer spending on living spaces and home exteriors, and adverse trends in, among other things, inflation, interest rates, the health of the economy, repair and remodel and new construction activity, industrial production, consumer confidence and discretionary spending and institutional funding constraints could have a material adverse effect on the Company's business.
Demand for the Company's products in its Residential segment is significantly influenced by general economic conditions and trends in consumer spending on home exteriors and living spaces, and adverse trends in, among other things, interest rates, the health of the economy, repair and remodel and new construction activity, industrial production, consumer confidence and discretionary spending and institutional funding constraints could have a material adverse effect on the Company's business.
The Company may not be able to pass price increases on to its customers and may not be able to secure adequate alternative sources of steel, resins and aluminum on a timely basis. While retaliatory tariffs imposed by other countries on U.S. goods have not yet had a significant impact, the Company cannot predict further developments.
The Company may not be able to pass price increases on to its customers and may not be able to secure adequate alternative sources of steel and aluminum on a timely basis. While retaliatory tariffs imposed by other countries on U.S. goods have not yet had a significant impact, the Company cannot predict further developments.
These tariffs, along with any additional tariffs or trade restrictions that may be implemented by the U.S. or other countries, could result in further increased costs, shifting in competitive positions and a decreased available supply of steel, resins and aluminum as well as additional imported components and inputs.
These tariffs, along with any additional tariffs or trade restrictions that may be implemented by the U.S. or other countries, could result in further increased costs, shifting in competitive positions and a decreased available supply of steel and aluminum as well as additional imported components and inputs.
The Company's principal raw materials are commodity products primarily consisting of steel, aluminum, and resins. The Company also purchases component parts such as glass for greenhouse roofing systems. As a result, the Company is exposed to changes in the price and availability of steel, aluminum, resins and glass.
The Company's principal raw materials are commodity products primarily consisting of steel and aluminum. The Company also purchases component parts such as glass for greenhouse roofing systems. As a result, the Company is exposed to changes in the price and availability of steel, aluminum, and glass.
The nature of the Company's business exposes the Company to product liability and other claims, and other legal proceedings and could adversely affect the Company's business, financial condition, results of operations, and cash flows. The Company is a party in product liability and other claims relating to the products the Company manufactured and distributed.
The nature of the Company's business exposes the Company to product liability, product warranty and other claims, and other legal proceedings and could adversely affect the Company's business, financial condition, results of operations, and cash flows. The Company is a party in product liability, product warranty and other claims relating to the products the Company manufactured and distributed.
While, the Company maintains IT measures designed to protect the Company against intellectual property theft, data breaches, sabotage and other external or internal cyber-attacks or misappropriation, cyber-attacks are increasingly difficult to identify and prevent, 17 Table of Contents and it is possible that potential vulnerabilities could go undetected for an extended period.
While the Company maintains IT measures designed to protect the Company against intellectual property theft, data breaches, sabotage and other 16 Table of Contents external or internal cyber-attacks or misappropriation, cyber-attacks are increasingly difficult to identify and prevent, and it is possible that potential vulnerabilities could go undetected for an extended period.
The Company cannot provide 20 Table of Contents assurance that the Company's internal controls and compliance systems, including the Company's Code of Ethics and Statement of Policy, will protect the Company from acts committed by the Company's employees, agents or business partners that violate U.S. and/or non-U.S. laws, including the laws governing payments to government officials, bribery, fraud, kickbacks and false claims, pricing, sales and marketing practices, conflicts of interest, competition, employment practices, workplace behavior, export and import compliance, economic and trade sanctions, money laundering and data privacy.
The Company cannot provide assurance that the Company's internal controls and compliance systems, including the Company's Code of Ethics and Statement of Policy, will protect the Company from acts committed by the Company's employees, agents or business partners that violate U.S. and/or non-U.S. laws, including the laws governing payments to government officials, bribery, fraud, kickbacks and false claims, pricing, sales and marketing practices, conflicts of interest, competition, employment practices, workplace behavior, export and import compliance, economic and trade sanctions, money laundering and data privacy.
Failure to maintain or achieve compliance with these laws and regulations or with the permits required for the Company's operations could result in substantial costs and liabilities, such as fines and civil or criminal sanctions, third-party claims for property damage or personal injury, cleanup costs or temporary or permanent discontinuance of operations, including claims arising from the businesses and facilities that the Company has sold.
Failure to maintain or achieve compliance with these laws and regulations or with the permits required for the Company's operations could result in substantial costs and liabilities, such as fines and civil or criminal sanctions, third-party claims for property damage or personal injury, cleanup costs or temporary or permanent discontinuance of operations, including claims arising from the businesses and facilities that the 21 Table of Contents Company has sold.
The Company’s ability to achieve cost savings or other benefits within the time 14 Table of Contents frames the Company anticipates is subject to many estimates and assumptions, a number of which are subject to significant economic, competitive and other uncertainties.
The Company’s ability to achieve cost savings or other benefits within the time frames the Company anticipates is subject to many estimates and assumptions, a number of which are subject to significant 13 Table of Contents economic, competitive and other uncertainties.
This may result in a material adverse effect on the Company's business, results of operations and financial condition. 16 Table of Contents Climate change and climate change legislation or regulations may adversely affect the Company's business and results of operations.
This may result in a material adverse effect on the Company's business, results of operations and financial condition. 15 Table of Contents Climate change and climate change legislation or regulations may adversely affect the Company's business and results of operations.
In addition, the Company’s insurers could deny coverage for claims. If the Company were to incur a significant liability for which its as not fully insured or that its insurers disputed, the Company’s business, financial condition or results of operations could be materially adversely affected.
In addition, the Company’s insurers could deny coverage for claims. If the Company were to incur a significant liability for which it was not fully insured or that its insurers disputed, the Company’s business, financial condition or results of operations could be materially adversely affected.
Periodic manufacturing integrations, realignments and cost-savings programs and other changes have adversely affected, and could in the future adversely affect, its operating efficiency and results of operations during the periods in which such programs are being implemented.
Manufacturing integrations, realignments and cost-savings programs and other changes have adversely affected, and could in the future adversely affect, the Company's operating efficiency and results of operations during the periods in which such programs are being implemented.
The tariffs could adversely affect the 19 Table of Contents Company's income from operations for some of the Company's businesses and customer demand for some of the Company's products which could have a material adverse effect on the Company's results of operations, financial position and cash flows.
The tariffs could adversely affect the Company's income from operations for some of the Company's businesses and customer demand for some of the Company's products which could have a material adverse effect on the Company's results of operations, financial position and cash flows.
The Company's ongoing and expected restructuring plans and other cost savings initiatives may not be as effective as the Company anticipates, and the Company may fail to realize the cost savings and increased efficiencies that the Company expects to result from these actions, which could negatively affect the Company's business, results of operations and financial condition.
The Company's ongoing and expected restructuring plans and other cost savings initiatives, including those associated with the integration of the OmniMax business, may not be as effective as the Company anticipates, and the Company may fail to realize the cost savings and increased efficiencies that the Company expects to result from these actions, which could negatively affect the Company's business, results of operations and financial condition.
However, the Company cannot provide any assurance that the following risks involved in completing acquisitions will not occur nor adversely impact the Company's operations and financial results: • Failure to identify appropriate acquisition candidates, or, if the Company does, failure to successfully negotiate the terms of an acquisition; • Diversion of senior management’s attention from existing business activities; • Failure to integrate any acquisition into the Company's operations successfully; • Unforeseen obligations, loss of key customers, suppliers, and employees of the acquired businesses, or loss of existing customers and suppliers; • Difficulties or delays in integrating and assimilating information and systems that may require significant unforeseen upgrades or replacement of the Company's primary IT systems across significant parts of the Company's business and operations, which could lead to interruptions of information flow internally and to the Company's customers and suppliers; • The need to raise additional funds through additional equity or debt financing, which could be dilutive to stockholder value, increase the Company's interest expense and reduce the Company's cash flows and available funds; and • Adverse impact on overall profitability if the acquired business does not achieve the return on investment projected at the time of acquisition. 18 Table of Contents Risks Related to Financing and Accounting Matters The Company provides product warranties and, if the Company's product warranty obligations were significantly in excess of its reserves, the Company's business, financial condition and results of operations could be materially and adversely affected.
However, the Company cannot provide any assurance that the following risks involved in completing acquisitions will not occur nor adversely impact the Company's operations and financial results: • failure to identify appropriate acquisition candidates, or, if the Company does, failure to successfully negotiate the terms of an acquisition; • diversion of senior management’s attention from existing business activities; • failure to integrate any acquisition into the Company's operations successfully; • unforeseen obligations, loss of key customers, suppliers, and employees of the acquired businesses, or loss of existing customers and suppliers; • difficulties or delays in integrating and assimilating information and systems that may require significant unforeseen upgrades or replacement of the Company's primary IT systems across significant parts of the Company's business and operations, which could lead to interruptions of information flow internally and to the Company's customers and suppliers; • the need to raise additional funds through additional equity or debt financing, which could be dilutive to stockholder value, increase the Company's interest expense and reduce the Company's cash flows and available funds; and • adverse impact on overall profitability if the acquired business does not achieve the return on investment projected at the time of acquisition. 17 Table of Contents Risks Related to the Acquisition of OmniMax The acquisition of OmniMax may not achieve its intended benefits, and certain difficulties, costs or expenses may outweigh such intended benefits.
There is a risk the subcontractors may not perform their contractual obligations, which may subject the Company to customer concerns or disputes. Any such disputes or concerns could materially and adversely impact the Company's ability to perform the Company's obligations as the prime contractor.
The Company depends on the quality and timeliness of work performed by its subcontractors. There is a risk the subcontractors may not perform their contractual obligations, which may subject the Company to customer concerns or disputes. Any such disputes or concerns could materially and adversely impact the Company's ability to perform the Company's obligations as the prime contractor.
Market conditions, as well as domestic or global economies, or certain industry sectors of those economies that are key to the Company's sales, may deteriorate, and could result in a corresponding decrease in demand for the Company's products and negatively impact the Company's results of operations and financial condition.
Market conditions, as well as domestic or global economies, or certain industry sectors of those economies that are key to the Company's sales, may deteriorate, and could result in a corresponding decrease in demand for the Company's products and negatively impact the Company's results of operations and financial condition. 12 Table of Contents The volatility of the commodity market with respect to the Company's principal raw materials and component parts and inconsistencies in the availability of the Company's principal raw materials and component parts, has impacted, and could continue to impact, the Company's business, results of operations, and cash flows.
In addition, commodity price fluctuations can and have resulted in the Company adjusting its prices or to offer additional services or enhanced products at a higher cost to the Company, which could reduce the Company's gross profit, net income, and cash flow and cause the Company to lose market share. 13 Table of Contents The Company is subject to the risk of tariffs and other restrictions on import of solar modules, which have adversely affected and may continue to adversely affect its Renewables business.
In addition, commodity price fluctuations can and have resulted in the Company adjusting its prices or to offer additional services or enhanced products at a higher cost to the Company, which could reduce the Company's gross profit, net income, and cash flow and cause the Company to lose market share.
If the Company loses business from one or more of these customers, the Company's business, results of operations, and cash flows would be adversely affected. The Company's encounters a high degree of competition in each of its segments and increased competition or failure to successfully compete could reduce the Company's revenue, gross profit, net income, and cash flows.
The Company encounters a high degree of competition in each of its segments and increased competition or failure to successfully compete could reduce the Company's revenue, gross profit, net income, and cash flows. Each of the Company's segments operates in a highly competitive business environment and encounters a high degree of competition from a number of competitors.
The Company continually reviews its manufacturing operations in an effort to achieve increased manufacturing efficiencies, to integrate new technologies and to address changes in its product lines and in-market demand.
The Company continually reviews its manufacturing operations in an effort to achieve increased manufacturing efficiencies, to integrate new technologies and to address changes in its product lines, in-market demand and acquisitions and dispositions. In particular, the Company will be reviewing its manufacturing processes in light of the acquisition of OmniMax and integration of OmniMax's manufacturing capacity.
Product liability claims could be expensive to defend and could divert the attention of the Company's management and other personnel for significant periods of time, regardless of the ultimate outcome. Claims of this nature could also have a negative impact on customer confidence in the Company's products, the Company's brands and the Company.
Product liability claims could be expensive to defend and could divert the attention of the Company's management and other personnel for significant periods of time, regardless of the ultimate outcome.
Risks Related to Acquisitions The Company's strategy depends, in part, on identification, management and successful business and system integration of future acquisitions. Historically, the Company has grown through a combination of internal growth plus external expansion through acquisitions. The Company intends to continue to seek additional acquisition opportunities in accordance with the Company's business strategy.
Risks Related to Acquisitions The Company's strategy depends, in part, on identification, management and successful business and system integration of future acquisitions. The Company intends to continue pursuing acquisition opportunities consistent with the Company's business strategy.
The Company's ten largest customers accounted for approximately 38%, 37%, and 41% of the Company's net sales during 2024, 2023, and 2022, respectively, with its largest customer accounting for approximately 12%, 13% and 14% of the Company's consolidated net sales during each of the years 2024, 2023, 15 Table of Contents and 2022, respectively.
The Company's ten largest customers accounted for approximately 43%, 42%, and 46% of the Company's net sales during 2025, 2024, and 2023, respectively, with its largest customer accounting for approximately 12%, 16% and 17% of the Company's consolidated net sales during each of the years 2025, 2024, and 2023, respectively.
The Company cannot assure you that any current or future claims will not adversely affect the Company's reputation, financial condition, operating results, and cash flows.
Claims of this nature could also have a negative impact on customer confidence in the Company's products, the Company's brands and the Company. The Company cannot assure you that any current or future claims will not adversely affect the Company's reputation, financial condition, operating results, and cash flows.
The Company’s business would suffer if the Company does not effectively manage its manufacturing processes, including, without limitation, adjusting production to meet demand, integrating new manufacturing facilities, and achieving cost-savings initiatives.
Adverse trends in any of the foregoing factors could reduce the Company’s sales and have a material adverse effect on the Company’s business, financial condition and results of operations. The Company’s business would suffer if the Company does not effectively manage its manufacturing processes, including, without limitation, integrating new manufacturing facilities, adjusting production to meet demand, and achieving cost-savings initiatives.
The Company has experienced operating disruptions related to severe weather across the U.S. From time to time, terrorist attacks worldwide have caused instability in global financial markets. The Company continues to monitor the ongoing conflict between Russia and Ukraine, as well as other conflicts, including the ongoing conflicts in the Middle East, for any potential disruptions to the Company's operations.
The Company continues to monitor the ongoing conflict between Russia and Ukraine, as well as other conflicts, including the ongoing conflicts in the Middle East, for any potential disruptions to the Company's operations.
If the subcontractors the Company relies upon do not perform their contractual obligations, the Company's business, results of operations and cash flows would be adversely affected.
If the subcontractors the Company relies upon do not perform their contractual obligations, the Company's business, results of operations and cash flows would be adversely affected. Some of the Company's construction contracts with customers involve subcontracts with other companies that perform a portion of the services that are integral to the end product that the Company provides to its customers.
Terror attacks, war, or other civil disturbances, natural or man-made disasters (which may become more frequent due to climate change), other catastrophic events or public health crises could cause catastrophic loss or other material damage to the Company's facilities or lead to economic instability, decreased capacity to produce the Company's products and decreased demand for the Company's products.
Terrorist activities, armed conflict, civil disturbances, natural or man-made disasters, including those that may increase in frequency or severity due to climate change, or other catastrophic events or public health crises could result in material damage to the Company's facilities, economic instability, operational disruptions, reduced production capacity, and decreased demand for the Company's products.
The Company's ability to make scheduled payments on, or refinance, its future debt obligations depend on the Company's financial condition and operating performance, which are subject to prevailing economic, industry and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond the Company's control.
The Company’s ability to make scheduled payments of the principal of, to pay interest on, and to refinance its debt, depends on its future performance, which is subject to economic, financial, competitive and other factors.
Demand for the Company's products could be adversely impacted if the Company does not meet the above standards in order to enable its customer to obtain the full enhanced tax credits. The Company is subject to litigation and legal proceedings and may be subject to additional litigation, arbitration or legal proceedings in the future.
The Company is subject to litigation and legal proceedings and may be subject to additional litigation, arbitration or legal proceedings in the future.
Material warranty obligations, including, but not limited to, those in excess of the Company’s reserves, could have a material adverse effect on the Company’s business, financial condition and results of operations.
A failure to comply with the covenants under the Credit Agreement or any of the Company’s future indebtedness could result in an event of default, which, if not cured or waived, could have a material adverse effect on the Company’s business, financial condition and results of operations.
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The volatility of the commodity market with respect to the Company's principal raw materials and component parts and inconsistencies in the availability of the Company's principal raw materials and component parts, has impacted, and could continue to impact, the Company's business, results of operations, and cash flows.
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In many cases, these customers are also significant customers of OmniMax. If the 14 Table of Contents Company loses business from one or more of these customers, the Company's business, results of operations, and cash flows would be adversely affected.
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Furthermore, although not purchased by the Company, the Company also has exposure related to the availability of solar modules which has impacted the installation of, and which can and has reduced demand for, the Company's solar racking projects, as experienced in 2022, 2023 and 2024.
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The Company intends to continue to do so as part of its integration of the OmniMax business.
Removed
Tariffs placed on imported products used by the Company's customers, such as solar modules, have and could continue to affect cost and availability of these products to the Company's customers which could impact the demand for the Company's products or services.
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The Company has experienced operating disruptions related to severe weather across the U.S., and from time to time, terrorist activities worldwide have caused instability in global financial markets.
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Furthermore, while the Company does not sell or import solar modules, the goods and services the Company provides for its customers in the Renewables segment depends upon the supply of solar modules for which such shortages or import challenges have resulted in project delays over the past three years.
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The Company may be unable to realize all of the anticipated benefits of the acquisition of OmniMax. The success of the acquisition will depend, in part, on its ability to realize the anticipated benefits of combining the Company’s residential business with the OmniMax business, including cost and revenue synergies.
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The supply has been primarily impacted by two regulatory items relative to anti-dumping and countervailing duties and importation requirements for sourcing of solar modules. While these have lessened over the past year, they have impacted the timing and progress of the Company's customers' projects.
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The anticipated benefits and synergies of the Company’s acquisition of OmniMax may not be realized fully or at all, may take longer to realize than expected or could have other adverse effects that the Company does not currently foresee. Some of the assumptions that the Company has made, such as the achievement of operating synergies, may not be realized.
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As a result, the Company's operating results have been and could be further adversely impacted by an additional determinations or additional claims and investigations initiated by government.
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It is possible that the integration process could result in the loss of key Company or OmniMax employees, the loss of customers, the disruption of the Company’s or OmniMax’s ongoing businesses, inconsistencies in standards, controls, procedures and policies, unexpected integration issues, higher than expected integration costs and an overall post-completion integration process that takes longer than originally anticipated.
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Demand for products in the Company’s Residential segment depends primarily on the level of repair and remodel activity and, to a lesser extent, new construction activity, which are in turn impacted by interest rates and inflation.
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There could be potential unknown liabilities and unforeseen expenses associated with the acquisition of OmniMax that were not discovered in the course of performing due diligence or that arise from the combination of the businesses.
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The combination of high interest rates and high inflation in recent years has reduced the affordability of mortgages and increased the cost of home improvement projects.
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Specifically, the following issues, among others, must be addressed in integrating the operations of OmniMax into the Company to realize the anticipated benefits of the acquisition of OmniMax so the Company performs as expected and realizes its anticipated cost and revenue synergy opportunities: • integrating OmniMax’s operations; • combining the existing businesses of the Company with that of OmniMax and meeting the capital requirements of the Company following the acquisition, in a manner that permits the Company to achieve cost savings and revenue synergies anticipated to result from the acquisition, the failure of which would result in the anticipated benefits of the acquisition not being realized in the time frame currently anticipated or at all; • integrating OmniMax’s personnel; • integrating and unifying the offerings and services available to customers; • identifying and eliminating redundant and underperforming functions and assets; • harmonizing operating practices, employee development and compensation programs, internal controls and other policies, procedures and processes; • maintaining existing agreements with customers, providers and vendors and avoiding delays in entering into new agreements with prospective customers, providers and vendors; • addressing possible differences in business backgrounds, corporate cultures and management philosophies; • consolidating the companies’ administrative and information technology infrastructure; • coordinating distribution and marketing efforts; • managing the movement of certain positions to different locations; and • coordinating geographically dispersed organizations.
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These trends could and may have resulted in reduced levels of repair and remodel as well as new construction activity and demand for the Company’s products, and, while inflation levels have moderated in recent months, the Company anticipates that these trends may continue for the foreseeable future.
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In addition, at times the attention of members of the Company’s management and resources may be focused on the integration of the OmniMax business and diverted from day-to-day business operations or other opportunities that may have been beneficial to the Company, which may disrupt the Company’s business.
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While home prices and equity levels of current homeowners remained strong throughout 2024, elevated interest rates could cause home prices to decrease and a weakness or reduction in home prices may result in a decreased demand for the Company’s residential products.
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The Company has incurred and will incur significant transaction and integration costs in connection with the acquisition of OmniMax. The Company has incurred a number of non-recurring costs associated with integrating the operations of OmniMax, as well as transaction fees and other costs related to the acquisition of OmniMax.
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The Company cannot predict if or when interest rates or inflation levels will decline or, once they have declined, if they will remain low, or the impact that any such decline may have on home prices, repair and remodel activity, new construction activity, demand for the Company’s products, the Company’s business generally or its financial condition.
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These costs and expenses include fees paid to financial, legal and accounting advisors, and other related charges. The Company will continue to incur integration costs as there are a large number of processes, policies, procedures, operations, technologies, facilities and systems that must be integrated.
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Adverse trends in any of the foregoing factors could reduce the Company’s sales and have a material adverse effect on the Company’s business, financial condition and results of operations. Such factors could also alter the balance of the Company’s sales among its segments.
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Although the Company expects that the elimination of duplicative costs, strategic benefits, additional income as well as the realization of other efficiencies related to the integration of the businesses may offset incremental transaction, acquisition-related and integration costs over time, any net benefit may not be achieved in the near term or at all.
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Additionally, the principal markets the Company participates in are characterized by changing technologies and new products and services, thus the Company also faces competition from the introduction of new products and services or technologies by competitors.
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While the Company 18 Table of Contents assumed that certain expenses would be incurred in connection with the acquisition of OmniMax, there are many factors beyond the Company’s control that could affect the total amount or the timing of the integration and implementation expenses.
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Some of the Company's construction contracts with customers involve subcontracts with other companies that perform a portion of the services or provide systems that are integral to the end product that the Company provides to its customers. The Company depends on the quality and timeliness of work performed by its subcontractors.
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Prior to the acquisition of OmniMax, OmniMax was a privately-held company and its new obligations of being a part of a public company may require significant resources and management attention.
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The Company provides various warranties on its products and services, depending on the product and service and subject to various limitations. Management estimates warranty reserves, based on factors such as historical warranty costs and short- and long-term warranty trends by product, as a proportion of sales by product.
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Upon the closing of the acquisition of OmniMax, OmniMax and its subsidiaries became subsidiaries of the Company, and now need to comply with the Sarbanes-Oxley Act of 2002, as amended (“Sarbanes-Oxley”) and the rules and regulations subsequently implemented by the SEC and other regulatory bodies.
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Management also considers various relevant factors, including, but not limited to, the Company’s stated warranty policies and procedures, as part of the evaluation of the Company’s warranty liability.
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As a private company, OmniMax’s internal controls were not designed to be in compliance with Sarbanes-Oxley or any other public company requirements. The Company will need to ensure that OmniMax establishes and maintains effective disclosure controls as well as internal controls and procedures for financial reporting, and such compliance efforts may be costly and may divert the attention of management.
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Because warranty issues may surface later in the life cycle of a product, management continues to review these estimates on a regular basis and considers adjustments to these estimates based on actual experience compared to historical estimates.
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If the Company fails to create and maintain effective internal controls at OmniMax and its subsidiaries after the acquisition, the Company could report material weaknesses in the future, which would indicate that there is a reasonable possibility that the Company’s financial statements do not accurately reflect the Company’s financial condition.
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Estimating the required warranty reserves requires a high level of judgment, especially as many of the Company’s products are at a relatively early stage in their product life cycles, and the Company cannot be sure that its warranty reserves will be adequate for all warranty claims that arise.
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The Company may not have discovered undisclosed liabilities of OmniMax, if any.
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Increases in future levels of leverage and size of debt service obligations could adversely affect the Company's ability to raise additional capital to fund the Company's operations, limit the Company's ability to react to changes in the economy or the Company's industries and prevent the Company from meeting the Company's obligations.
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In the course of the due diligence review of OmniMax that the Company conducted prior to the acquisition of OmniMax, the Company may have been unable to quantify undisclosed liabilities of OmniMax and its subsidiaries, if any, and the Company will not be indemnified for any of these liabilities.
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As of December 31, 2024, the Company had no outstanding indebtedness, but has $395.1 million available for borrowing under its revolving credit facility.
Added
If OmniMax has undisclosed liabilities, the Company, as a successor owner, will be responsible for such undisclosed liabilities. Such undisclosed liabilities could have an adverse effect on the business, results of operations, financial condition and cash flows of the Company. Acquisition accounting adjustments could adversely affect the Company’s financial results.
Removed
The Company may need to incur debt in the future to fund strategic acquisitions, investments or for other purposes, which debt could have significant adverse consequences to the Company's business. Any sustained weakness in general economic conditions and/or U.S. or global capital markets could adversely affect the Company’s ability to raise capital on favorable terms or at all.
Added
The Company will account for the completion of the acquisition of OmniMax using the acquisition method of accounting.
Removed
The Company’s access to funds under its credit facility is dependent on the ability of the financial institutions that are parties to that facility to meet their funding commitments.
Added
The Company will allocate the total estimated purchase price to net tangible assets, amortizable intangible assets and indefinite-lived intangible assets, and based on their fair values as of the date of completion of the acquisition of OmniMax record the excess, if any, of the purchase price over those fair values as goodwill.
Removed
Those financial institutions may not be able to meet their funding commitments if they experience shortages of capital and liquidity or if they experience excessive volumes of borrowing requests within a short period of time.
Added
Differences between preliminary estimates and the final acquisition accounting may occur, and these differences could have a material impact on the consolidated financial statements and the combined company’s future results of operations and financial position. Risks Related to the Company's Indebtedness The Company incurred substantial indebtedness in connection with the acquisition of OmniMax.
Removed
Longer term volatility and continued disruptions in the capital and credit markets as a result of uncertainty, changing or increased regulation of financial institutions, reduced alternatives or failures of significant financial institutions could adversely affect the Company’s access to the liquidity needed for its businesses in the longer term.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWhether it is through the Company's monthly company-wide cyber training; its frequent in-house phishing exercises, regular tabletop exercises with the Company's Board of Directors, management, and employees; or its cyber business continuity planning sessions, the Company strives to provide education so its employees can be a positive force in the protection of the Company's systems.
Biggest changeWhether it is through the Company's monthly company-wide cyber training; its frequent in-house phishing exercises, regular tabletop exercises with the Company's Board of Directors, management, and employees; or its cyber business continuity planning sessions, the Company strives to provide education so its employees can be a positive force in the protection of the Company's systems. 22 Table of Contents The Company engages leading cybersecurity firms to assist with its security engineering and operations; provide independent evaluations of its security posture through regular assessment, penetration testing, or ethical (red- and purple-team) hacking; and to audit and provide advice on how to make its security operations and controls more effective.
See "Risk Factors - Risks Related to Information Technology - The Company's business and financial performance may be adversely affected by cybersecurity attacks, information systems interruptions, equipment failures, and technology integration" for more information on the Company's cybersecurity risks.
See "Risk Factors - Risks Related to Information Technology - The Company's business and financial performance may be adversely affected by cybersecurity attacks, information systems interruptions, equipment failures, and technology integration" for more information on the Company's cybersecurity risks. 23 Table of Contents
The cybersecurity risks associated with the use of certain providers are covered under a vendor management process.
Furthermore, the Company utilizes third-party service providers to perform a variety of functions to assist in operating the business. The cybersecurity risks associated with the use of certain providers are covered under a vendor management process.
Removed
The Company engages leading cybersecurity firms to assist with its security engineering and operations; provide independent evaluations of its security posture through regular assessment, penetration testing, or ethical hacking; and to audit and provide advice on how to make its security operations and controls more effective. 21 Table of Contents Furthermore, the Company utilizes third-party service providers to perform a variety of functions to assist in operating the business.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe number, type, location and classification of the properties used by the Company's operations by segment and corporate as of December 31, 2024, were as follows: Number and Type of Properties Plant Distribution Center Office Total Residential 15 — 1 16 Renewables 3 2 1 6 Agtech 3 — 1 4 Infrastructure 2 — — 2 Corporate — — 2 2 Total 23 2 5 30 Location of Properties Classification of Properties Domestic Foreign Owned Leased Residential 16 — 5 11 Renewables 6 — — 6 Agtech 2 2 1 3 Infrastructure 2 — 2 — Corporate 2 — — 2 Total 28 2 8 22 The Company believes that its properties are effectively utilized, well maintained, in good condition, and will be able to accommodate the Company's capacity needs to meet current levels of demand.
Biggest changeThe number, type, location and classification of the properties used by the Company's continuing operations by segment and corporate as of December 31, 2025, were as follows: Number and Type of Properties Manufacturing Office Total Residential 24 1 25 Agtech 3 2 5 Infrastructure 2 — 2 Corporate — 2 2 Total 29 5 34 Location of Properties Classification of Properties Domestic International Owned Leased Residential 25 — 6 19 Agtech 3 2 3 2 Infrastructure 2 — 2 — Corporate 2 — — 2 Total 32 2 11 23 24 Table of Contents
In addition, the Company 22 Table of Contents believes that its properties are located to optimize customer service, market requirements, distribution capability and freight costs.
In addition, the Company believes that its properties are located to optimize customer service, market requirements, distribution capability and freight costs. As of December 31, 2025, Gibraltar's manufacturing facilities are located in the following cities shown on the map below.
Item 2. Properties The Company leases its principal executive office and corporate headquarters in Buffalo, New York.
Item 2. Properties The Company leases its principal executive office and corporate headquarters in Buffalo, New York. The Company believes that its properties are effectively utilized, well maintained, in good condition, and will be able to accommodate the Company's capacity needs to meet current levels of demand.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. 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.
Biggest changeItem 3. Legal Proceedings From time to time the Company is 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.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe repurchase program may be suspended or discontinued at any time at the Company's discretion. 23 Table of Contents The following table sets forth purchases made by or on behalf of the Company during the quarter ended December 31, 2024.
Biggest changeThe repurchase program may be suspended or discontinued at any time at the Company's discretion. The Company did not purchase shares during the quarter ended December 31, 2025 and the dollar value of shares that may yet be purchased under the authorized program is $200 million.
However, the Company believes that it has a significantly higher number of beneficial owners because of the number of shares that are held through banks, brokers, and other financial institutions. The Company did not declare any cash dividends during the years ended December 31, 2024 and 2023 and does not expect to pay any in the foreseeable future.
However, the Company believes that it has a significantly higher number of beneficial owners because of the number of shares that are held through banks, brokers, and other financial institutions. The Company did not declare any cash dividends during the years ended December 31, 2025 and 2024 and does not expect to pay any in the foreseeable future.
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.
Repurchases may be made, from time to time, in amounts and at prices the Company deems appropriate, subject to certain restrictions under the Credit Agreement, market conditions, applicable legal requirements, debt covenants and other considerations. Any such repurchases may be executed using open market purchases, privately negotiated agreements or other transactions.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The Company’s common stock is traded on the NASDAQ Global Select Market (“NASDAQ”) under the symbol “ROCK.” As of February 17, 2025, there were approximately 28 shareholders of record of the Company’s common stock.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The Company’s common stock is traded on the NASDAQ Global Market under the symbol “ROCK.” As of February 24, 2026, there were approximately 29 shareholders of record of the Company’s common stock.
In May 2022, 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 was publicly announced on May 4, 2022 and has a duration of three years, ending May 2, 2025.
Issuer Purchases of Equity Securities 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.
The Company intends to use cash generated by operations to reinvest in the businesses, fund acquisitions and to repurchase stock. The Company's disclosure in Note 8 of the Company’s audited consolidated financial statements included in Item 8 of this Annual Report on Form 10-K provide additional information regarding restrictions on potential capital distributions.
The Company's disclosure in Note 8 of the Company’s audited consolidated financial statements included in Item 8 of this Annual Report on Form 10-K provides additional information regarding restrictions on potential capital distributions. Sales of Unregistered Securities None.
Removed
Issuer Purchases of Equity Securities Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Program Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program October 1 - 31, 2024 15,369 $ 64.98 15,369 $ 78,958,152 November 1 - 30, 2024 — $ — — $ 78,958,152 December 1 - 31, 2024 — $ — — $ 78,958,152 Total 15,369 $ 64.98 15,369 The Company did not sell unregistered equity securities during the period covered by this report.
Added
The Company anticipates that all of cash generated by operations in the foreseeable future will be used for operations, repayment of borrowings, and to reinvest in the businesses. In addition, under the terms of the Credit Agreement, the Company is subject to restrictions on cash dividends.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

29 edited+44 added−38 removed7 unchanged
Biggest changeThe following table sets forth selected results of operations data (in thousands) and its percentages of net sales for the years ended December 31: 2024 2023 Net sales $ 1,308,764 100.0 % $ 1,377,736 100.0 % Cost of sales 956,936 73.1 % 1,015,770 73.7 % Gross profit 351,828 26.9 % 361,966 26.3 % Selling, general, and administrative expense 197,505 15.1 % 207,440 15.1 % Intangible asset impairment 11,300 0.9 % 3,797 0.3 % Income from operations 143,023 10.9 % 150,729 10.9 % Interest (income) expense (6,171) (0.5) % 3,002 0.2 % Other income (24,731) (1.9) % (1,265) (0.1) % Income before taxes 173,925 13.3 % 148,992 10.8 % Provision for income taxes 36,585 2.8 % 38,459 2.8 % Net income $ 137,340 10.5 % $ 110,533 8.0 % The following table sets forth the Company’s net sales by reportable segment for the years ended December 31 (in thousands): Impact of 2024 2023 Total Change Acquisitions Portfolio Management Ongoing Operations Net sales: Residential $ 782,519 $ 814,803 $ (32,284) $ 3,480 $ — $ (35,764) Renewables 285,405 330,738 (45,333) — (11,724) (33,609) Agtech 152,811 144,967 7,844 — (4,059) 11,903 Infrastructure 88,029 87,228 801 — — 801 Consolidated $ 1,308,764 $ 1,377,736 $ (68,972) $ 3,480 $ (15,783) $ (56,669) Consolidated net sales decreased from 2023 by $69.0 million, or 5.0%, to $1.3 billion for 2024 compared to 2023.
Biggest changeResults of Operations Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 For a discussion of the Company's results of operations for the year ended December 31, 2024 and for a comparison of such results of operations for the year ended December 31, 2023 results please refer to "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 that was filed with the SEC on February 19, 2025. 26 Table of Contents The following table sets forth selected results of operations data (in thousands) and its percentages of net sales for the years ended December 31: 2025 2024 Net sales $ 1,135,501 100.0 % $ 1,023,359 100.0 % Cost of sales 830,310 73.1 % 721,951 70.5 % Gross profit 305,191 26.9 % 301,408 29.5 % Selling, general, and administrative expense 182,440 16.1 % 155,734 15.3 % Intangible asset impairment — — % 6,000 0.6 % Income from operations 122,751 10.8 % 139,674 13.6 % Interest income (1,747) (0.1) % (6,171) (0.6) % Other income (2,078) (0.2) % (25,142) (2.5) % Income before taxes 126,576 11.1 % 170,987 16.7 % Provision for income taxes 29,020 2.5 % 35,943 3.5 % Income from continuing operations 97,556 8.6 % 135,044 13.2 % (Loss) income from discontinued operations (141,944) (12.5) % 2,296 0.2 % Net (loss) income $ (44,388) (3.9) % $ 137,340 13.4 % The following table sets forth the Company’s net sales by reportable segment for the years ended December 31 (in thousands): Impact of 2025 2024 Total Change Acquisitions Portfolio Management Ongoing Operations Net sales: Residential $ 824,079 $ 782,519 $ 41,560 $ 65,264 $ (10,379) $ (13,325) Agtech 219,301 152,811 66,490 106,236 — (39,746) Infrastructure 92,121 88,029 4,092 — — 4,092 Consolidated $ 1,135,501 $ 1,023,359 $ 112,142 $ 171,500 $ (10,379) $ (48,979) Consolidated net sales increased from 2024 by $112.1 million, or 11.0%, to $1.1 billion for 2025 compared to 2024.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Company’s risk factors and its consolidated financial statements and notes thereto included in Item 1A and Item 8, respectively, of this Annual Report on Form 10-K.
Management’s Discussion and Analysis of Financial Condition and Results of Operations The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Company’s risk factors and its consolidated financial statements and notes thereto 25 Table of Contents included in Item 1A and Item 8, respectively, of this Annual Report on Form 10-K.
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.
"Risk Factors" - "Risks Related to the Company's Indebtedness." Uses of Cash / Cash Requirements The Company's material short-term cash requirements primarily include accounts payable, purchases of tax credits, certain employee and retiree benefit-related obligations, operating lease obligations, capital expenditures, and other purchase obligations originating in the normal course of business for inventory purchase orders and contractual service agreements.
The Company believes gross margin and operating margin may be useful to investors in evaluating the profitability of its segments and the Company on a consolidated basis.
The Company believes that consolidated gross margin and consolidated operating margin may be useful to investors in evaluating the profitability of the Company on a consolidated basis, while operating margin by segment may be useful in evaluating the profitability of each of its segments.
As of December 31, 2024 and 2023, the Company's foreign subsidiaries held $8.9 million and $6.9 million of cash, respectively.
As of December 31, 2025 and 2024, the Company's international subsidiaries held $4.4 million and $8.9 million of cash, respectively.
These factors include but are not limited to changes in general economic conditions, interest rates, exchange rates, commodity costs, federal subsidies for renewable energy projects, supply limitations that impact the availability of solar modules and therefore solar racking installations, demand for residential construction, demand for repair and remodeling, governmental policies and funding, tax policies and incentives, tariffs, trade policies, weather patterns, the level of non-residential construction and infrastructure projects, demand for renewable energy sources, and climate change.
These factors include but are not limited to changes in general economic conditions, interest rates, exchange rates, commodity costs, demand for residential construction, demand for repair and remodeling, governmental policies and funding, tax policies and incentives, tariffs, trade policies, weather patterns, the level of non-residential construction and infrastructure projects.
The remainder of the repurchased common stock of $3.3 million related to the net settlement of tax obligations for participants in the Company's equity incentive plans.
An additional $2.2 million was used to repurchase common stock related to the net settlement of tax obligations for participants in the Company's equity incentive plans.
The Company recorded other income of $24.7 million in 2024, compared to $1.3 million in 2023. The current year income is primarily the result of a $25.3 million gain related to the sale of the Company's electronic locker business within its Residential segment.
The prior year income is primarily the result of a $25.3 million gain related to the sale of the Company's electronic locker business within its Residential segment.
The Company's operational infrastructure provides the necessary scale to support local, regional, and national customers in each of its markets. Demand for products and services in the segments and end markets the Company's businesses serve are subject to economic conditions that are influenced by various factors.
Demand for products and services in the segments and end markets the Company's businesses serve are subject to economic conditions that are influenced by various factors.
Investing Activities Net cash provided by investing activities for 2024 of $8.5 million consisted of net proceeds of $28.1 million from the sale of the Company's electronic locker business within its Residential segment in the fourth quarter of 2024 and receipt of the $0.3 million final working capital settlement resulting from the sale of the Company's Japan-based solar racking business in the Company's Renewables segment in the fourth quarter of 2023, offset by net capital expenditures of $19.9 million.
Net cash provided by investing activities of continuing operations for 2024 of $11.3 million consisted of net proceeds of $28.1 million from the sale of the Company's electronic locker business within its Residential segment in the fourth quarter of 2024, offset by net capital expenditures of $16.8 million.
Company Overview The Company is a leading manufacturer and provider of products and services for the residential, renewable energy, agtech, and infrastructure markets.
Company Overview The Company is a leading manufacturer and provider of products and services for the residential, agtech, and infrastructure markets, and it operates and reports its results through three reporting segments: Residential, Agtech, and Infrastructure.
The Company recognized a provision for income taxes of $36.6 million, an effective tax rate of 21.0%, for 2024 compared with a provision for income taxes of $38.5 million, an effective tax rate of 25.8%, for 2023.
For 2024, the Company recognized a provision for income taxes of $35.9 million, an effective tax rate of 21.0%.
The effective tax rate for 2024 was equal to the U.S. federal statutory rate of 21% due to state taxes and nondeductible permanent differences offset by a partial release of the valuation allowance previously recorded on a capital loss carryforward that can be utilized due to the 2024 sale of the Company's electronic locker business within its Residential segment.
The effective tax rate was equal to the U.S. federal statutory rate of 21%, the result of state taxes and nondeductible permanent differences offset by a partial release of the valuation allowance previously recorded on a capital loss carryfoward that can be utilized due to the 2024 sale of the Company's electronic locker business within its Residential segment. 28 Table of Contents Liquidity and Capital Resources Sources of Liquidity The Company has historically financed its working capital requirements, including capital expenditures and acquisitions, through a combination of available cash, cash flows from operations, and borrowings under the Company's 2022 Credit Agreement.
Financing Activities Net cash used in financing activities for 2024 of $12.2 million consisted of common stock repurchases. The Company paid $10.0 million in the current year for the repurchase of 154,796 shares under the Company's authorized share repurchase program.
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 $12.2 million for 2024 driven by common stock repurchases. The Company repurchased 154,796 shares for $10.0 million under the Company's authorized share repurchase program that ended May 2, 2025.
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 years ended December 31 (in thousands): 2024 2023 Total Change Income from operations: Residential $ 148,784 19.0 % $ 143,068 17.6 % $ 5,716 Renewables 3,349 1.2 % 30,160 9.1 % (26,811) Agtech 11,040 7.2 % (928) (0.6) % 11,968 Infrastructure 21,295 24.2 % 18,529 21.2 % 2,766 Unallocated Corporate Expenses (41,445) (3.2) % (40,100) (2.9) % (1,345) Consolidated income from operations $ 143,023 10.9 % $ 150,729 10.9 % $ (7,706) The Residential segment operating margin increased to 19.0% in 2024 from 17.6% in 2023.
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 years ended December 31 (in thousands): 2025 2024 Total Change Income from operations: Residential $ 137,195 16.6 % $ 148,784 19.0 % $ (11,589) Agtech 9,804 4.5 % 11,040 7.2 % (1,236) Infrastructure 22,042 23.9 % 21,295 24.2 % 747 Unallocated Corporate Expenses (46,290) (4.1) % (41,445) (4.0) % (4,845) Consolidated income from operations $ 122,751 10.8 % $ 139,674 13.6 % $ (16,923) The Residential segment operating margin decreased to 16.6% in 2025 from 19.0% in 2024.
The Company recorded interest income of $6.2 million for 2024, compared to interest expense of $3.0 million for 2023. Income in the current year was the result of earnings on certain interest-bearing cash accounts. Expense in the prior year was the result of outstanding balances on the Company's revolving credit facility during 2023, while no amounts were outstanding during 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 as compared to the prior year. The Company recorded other income of $2.1 million in 2025, compared to $25.1 million in 2024.
Business of this Annual Report on Form 10-K will allow the Company to respond timely to these factors. 24 Table of Contents Operating Performance Measures The Company uses certain operating performance measures, specifically consolidated gross margin, operating margin by segment and consolidated operating margin, to manage its businesses, set operational goals, and establish performance targets for incentive compensation for its employees.
The Company believes the key elements of its strategy outlined in Item 1. Business of this Annual Report on Form 10-K will allow the Company to respond timely to these factors. Operating Performance Measures The Company uses consolidated net sales, consolidated gross margin, consolidated operating margin, and operating margin by segment as key operating performance measures.
The following table summarizes the impact of the changes in contract estimates on net sales and the estimated contract losses recognized in the Company's operating results during the years ended December 31 (in millions): 2024 2023 2022 Gross favorable effect of the changes in contract estimates on net sales $ 9.6 $ 13.2 $ 4.5 Gross unfavorable effect of the changes in contract estimates on net sales (6.0) (7.5) (13.7) Net favorable (unfavorable) effect of the change in contract estimates on sales $ 3.6 $ 5.7 $ (9.2) Estimated contract losses recognized $ 9.4 $ 5.8 $ 9.1 Recent Accounting Pronouncements For additional information regarding recently issued accounting pronouncements, see Note 1 to the Company's consolidated financial statements in Part II, Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K.
Recent Accounting Pronouncements For additional information regarding recently issued accounting pronouncements, see Note 1 to the Company's consolidated financial statements in Part II, Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K.
SG&A expenses as a percentage of net sales was unchanged at 15.1% for both 2024 and 2023, respectively. The Company recognized intangible asset impairment charges of $11.3 million in 2024 due to rebranding initiatives resulting in the discontinuation of indefinite-lived trademarks in the Agtech and Renewables segments of $6.0 million and $5.3 million, respectively.
The Company recognized intangible asset impairment charges of $6.0 million in 2024 due to rebranding initiatives resulting in the discontinuation of an indefinite-lived trademark in the Agtech segment.
Net sales in the Infrastructure segment increased 0.9%, or $0.8 million, to $88.0 million in 2024 compared to $87.2 million in 2023, the result of continued strong execution. Backlog increased 10% year over year. Demand and quoting remain strong, supported by continued investment at the federal and state levels.
Net sales in the Infrastructure segment increased 4.7%, or $4.1 million, to $92.1 million in 2025 compared to $88.0 million in 2024, the result of continued strong execution. Backlog decreased 4% from the prior year, though demand and quoting activity remain strong. The Company's consolidated gross margin decreased to 26.9% for 2025 compared to 29.5% for 2024.
The Company operates and reports its results in the following four reporting segments: • Residential • Renewables • Agtech • Infrastructure The Company serves customers primarily in North America including home improvement retailers, wholesalers, distributors, contractors, renewable energy (solar) developers, institutional and commercial growers of fruits, vegetables, flowers and other plants.
The Company serves customers primarily in the U.S. and Canada including home improvement retailers, wholesalers, distributors, contractors, institutional and commercial growers of fruits, vegetables, flowers and other plants. The Company's operational infrastructure provides the necessary scale to support local, regional, and national customers in each of its markets.
Consolidated backlog decreased 24% to $252 million down from $330 million at the end of the prior year. 25 Table of Contents Net sales in the Residential segment decreased 4.0%, or $32.3 million, to $782.5 million in 2024 compared to $814.8 million in 2023.
Consolidated backlog increased 102% to $281 million, as compared to the end of the prior year. Net sales in the Residential segment increased 5.3%, or $41.6 million, to $824.1 million in 2025 compared to $782.5 million in 2024.
Net cash provided by operating activities for 2023 of $218.5 million consisted of net income of $110.5 million, non-cash net charges totaling $67.0 million, which include depreciation, amortization, intangible asset impairment, stock 28 Table of Contents compensation, exit activity costs, provision for deferred income taxes and other non-cash charges, and $41.0 million of cash generated from working capital and other net operating assets largely due to the Company's focus on reducing its investment in inventory to better align with lower sales volumes while still meeting customer demand.
Net cash provided by operating activities of continuing operations for 2024 of $169.9 million consisted of income from continuing operations of $135.1 million, non-cash net charges totaling $14.0 million, which include depreciation, amortization, intangible asset impairment, stock compensation, gain on sale of business, benefit of 30 Table of Contents deferred income taxes and other non-cash charges, and $20.8 million of cash generated from working capital and other net operating assets largely due to increases in accounts payable as a result of timing of purchases and vendor payments.
The effective tax rate for 2023 exceeded 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.
The Company recognized a provision for income taxes of $29.0 million, an effective tax rate of 22.9%, for 2025, which exceeded the U.S. federal statutory rate of 21%, the result of state taxes and nondeductible permanent differences partially offset by the impact of energy-related tax credits purchased.
The remainder of the repurchased common stock of $2.2 million related to the net settlement of tax obligations for participants in the Company's equity incentive plans and excise taxes on stock repurchases. Net cash used in financing activities for 2023 of $120.3 million consisted of net long-term debt payments of $91.0 million and $29.3 million of common stock repurchases.
Financing Activities Net cash used in financing activities totaled $63.7 million for 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 $3.9 million related to the net settlement of tax obligations for participants in the Company's equity incentive plans.
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.
As disclosed above, on February 2, 2026, the Company entered into a new Credit Agreement that provides for a senior secured revolving credit facility with an initial aggregate commitment of $500 million and letters of credit in an aggregate amount of up to $100 million. The new Revolving Credit Facility matures on February 2, 2031.
"Risk Factors - Risks Related to Financing and Accounting Matters - Increases in future levels of leverage and size of debt service obligations could adversely affect the Company's ability to raise additional capital to fund the Company's operations, limit the Company's ability to react to changes in the economy or the Company's industries and prevent the Company from meeting the Company's obligations." Cash Flows The following table sets forth selected cash flow data for the years ended December 31 (in thousands): 2024 2023 Cash provided by (used in): Operating activities $ 174,264 $ 218,476 Investing activities 8,544 (15,722) Financing activities (12,189) (120,329) Effect of exchange rate changes (565) (607) Net increase in cash and cash equivalents $ 170,054 $ 81,818 Operating Activities Net cash provided by operating activities for 2024 of $174.2 million consisted of net income of $137.3 million, non-cash net charges totaling $29.7 million, which include depreciation, amortization, intangible asset impairment, stock compensation, gain on sale of business, exit activity costs, benefit of deferred income taxes and other non-cash charges, and $7.2 million of cash generated from working capital and other net operating assets largely due increases in accounts payable, the result of the timing of purchases and vendor payments, and other current assets, the result of the timing of income taxes payments and other receivables incurred.
Cash Flows The following table sets forth selected cash flow data for the years ended December 31 (in thousands): 2025 2024 Net cash provided by (used in): Operating activities of continuing operations $ 137,107 $ 169,890 Investing activities of continuing operations (256,428) 11,272 Financing activities (63,673) (12,189) Discontinued operations 28,922 1,646 Effect of exchange rate changes 316 (565) Net (decrease) increase in cash and cash equivalents $ (153,756) $ 170,054 Operating Activities of Continuing Operations Net cash provided by operating activities of continuing operations for 2025 of $137.1 million consisted of income from continuing operations of $97.6 million, non-cash net charges totaling $38.6 million, which include depreciation, amortization, stock compensation, benefit of deferred income taxes and other non-cash charges, and $0.9 million of cash generated from working capital and other net operating assets, and net of effects from acquisitions, driven by the decreases in trade receivables as a result of timing of customer collections and increases in accrued expenses related to the timing and volume of advance billings and timing of other expense accruals.
See Note 8 to the Company's consolidated financial statements in Part II, Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K for further information on the Company’s Credit Agreement. 27 Table of Contents Generally, the Company's foreign operations have generated cash flow from operations sufficient to invest in working capital and fund their capital improvements.
As disclosed below and in Note 18 to the Company's consolidated financial statements in Part II, Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K, the Company incurred significant indebtedness in connection with the acquisition of OmniMax.
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.
Management uses these measures to evaluate operating performance, manage its business, set operational goals, and establish performance targets for incentive compensation for its employees. The Company defines consolidated gross margin as consolidated gross profit divided by consolidated net sales. Consolidated operating margin is defined as income from continuing operations divided by consolidated net sales.
Removed
The Company believes the key elements of its strategy outlined in Item 1.
Added
On February 2, 2026, Gibraltar completed the acquisition of OmniMax, a leading U.S.- and Canada-based manufacturer and provider of residential roofing accessories and rainwater management systems.
Removed
Results of Operations Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 For a discussion of the Company's results of operations for the year ended December 31, 2023 and for a comparison of such results of operations for the year ended December 31, 2022 results please refer to "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, 2023 that was filed with the SEC on February 21, 2024.
Added
The Company believes that the addition of OmniMax's complementary brands, product portfolio and geographic footprint accelerates the Company's presence in its largest and most profitable business segment, creates a more optimal operating platform to serve customers and partner with suppliers, and opens new opportunities for growth with new and existing customers across the U.S. and Canada.
Removed
The decrease in revenue was the combined result of volume decline in the Company's Residential and Renewables segments along with portfolio management activities in the prior year, the 2023 sale of the Company's Japan-based solar racking business in the Renewables segment and the prior year liquidation of the processing business in the Agtech segment.
Added
OmniMax will be reported as part of the Company's Residential segment. The Company anticipates that, following the acquisition of OmniMax, the Residential segment will represent over 80% of the Company's total revenue with the Company being primarily focused on the residential market.
Removed
The decrease was partially offset by growth in the Company's Agtech segment along with revenues generated from a 2023 acquisition in the Residential segment.
Added
Operating margin by segment is defined as income from operations for each segment divided by net sales for that segment.
Removed
Organic decline of 4.4% was driven by a slower residential market, including the repair and remodel sector. T his decrease was partially offset by recent participation gains with existing and new customers along with $3.5 million of sales generated by the recent acquisition.
Added
The increase in revenue was driven by $171.5 million of net sales generated from the current year acquisitions along with an increase in volume in the Infrastructure segment and 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.
Removed
Net sales in the Renewables segment decreased by 13.7%, or $45.3 million, to $285.4 million in 2024 compared to $330.7 million in 2023.
Added
The revenue of $65.3 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 the mail and package product sales, which are driven mainly by new construction starts.
Removed
The decrease was driven by trade and regulatory headwinds associated with the two independent AD/CVD investigations which compelled the industry to significantly focus on completing panel installations and administrative reporting requirements ahead of the December 3, 2024 expiration of the tariff moratorium on panels granted through the two-year Presidential Proclamation from June 2022, along with the aforementioned portfolio management actions and other industry headwinds.
Added
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 Agtech segment increased 43.5%, or $66.5 million, to $219.3 million in 2025 compared to $152.8 million in 2024.
Removed
Order backlog decreased 32% from the prior year as a result of these challenges. Net sales in the Agtech segment increased 5.4%, or $7.8 million, to $152.8 million in 2024 compared to $145.0 million in 2023.
Added
The revenue increase was largely due to $106.2 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 239% year over year in this segment, including organic backlog growth of 187%.
Removed
The revenue increase was primarily driven by projects accelerating in our produce division, partially offset by $4.1 million of revenues recorded in the prior year related to the aforementioned portfolio management actions.
Added
The decrease was driven by business and product line mix, partially offset by overall continued operational efficiencies along with 80/20 initiatives. 27 Table of Contents Selling, general, and administrative ("SG&A") expenses increased by $26.7 million, or 17.1%, to $182.4 million for 2025 from $155.7 million for 2024.
Removed
Although backlog decreased 23% year over year in this segment, the Company anticipates the addition of new projects in both the produce and commercial markets as the Company completes design work and finalize products for launch.
Added
The $26.7 million increase was the result of incremental SG&A expense related to the businesses acquired in 2025, higher acquisition-related expenses, partially offset by lower performance-based compensation expense compared to the prior year. SG&A expense as a percentage of net sales increased to 16.1% for 2025 compared to 15.3% for 2024.
Removed
The Company's consolidated gross margin increased to 26.9% for 2024 compared to 26.3% for 2023. This increase was the result of improved price to material cost alignment, continued operational efficiencies, along with 80/20 initiatives and favorable business and product mix.
Added
The decrease in operating margin was the result of business and product mix and the impact of acquisition integration during the current year. The Agtech segment generated an operating margin of 4.5% in 2025 compared to 7.2% in 2024.
Removed
Selling, general, and administrative ("SG&A") expenses decreased by $9.9 million, or 4.8%, to $197.5 million for 2024 from $207.4 million for 2023. The $9.9 million decrease was the result of lower performance-based compensation expense and sales commissions compared to the prior year along with a recovery on a receivable written down in 2023 associated with a distressed cannabis customer.
Added
The year over year decline in operating margin was due to costs related to the acquisition of Lane Supply and the impact of lower organic volumes. The Infrastructure segment operating margin decreased to 23.9% in 2025 compared to 24.2% in 2024. The decrease in operating margin was a result of product line mix.
Removed
During 2023, the Company recognized intangible asset impairment charges of $3.8 million.
Added
Unallocated corporate expenses increased $4.8 million, or 11.7%, to $46.3 million in 2025 from $41.4 million for 2024. The increase was largely the result of higher acquisition-related expense partially offset by lower performance-based compensation expense as compared to the prior year. The Company recorded interest income of $1.7 million for 2025, compared to $6.2 million for 2024.
Removed
The impairment was largely the result of a rebranding initiative that resulted in the discontinuation of an indefinite-lived trademark of $3.2 million in the Agtech segment, and to a lesser extent, the write-off of amortizing intangibles for $0.6 million related to a discontinued product line in the Renewables segment.
Added
The Company expects that its primary cash requirements over the next twelve months will include working capital, capital expenditures, and debt service requirements.
Removed
The increase in operating margin was driven by effective price/cost management, solid execution and 80/20 productivity initiatives. 26 Table of Contents The Renewables segment generated an operating margin of 1.2% in 2024 compared to 9.1% in 2023.
Added
The Company believes that cash flows from operations, together with available cash on hand and borrowing capacity under the new Revolving Credit Facility—which had approximately $482 million of availability as of February 2, 2026—will be sufficient to meet these short-term liquidity requirements.
Removed
The decrease in operating margin was impacted by lower volume resulting from the aforementioned trade and regulatory challenges in this segment along with product line mix associated with the launch and learning curve of the new tracker product line in the current year.
Added
The Company currently expects to continue generating positive operating cash flows during this period and does not anticipate needing to materially increase borrowings to fund its short-term obligations. Beyond the next twelve months, the Company's liquidity needs will primarily consist of funding ongoing capital expenditures, debt service requirements, future debt maturities and potential strategic investments.
Removed
Furthermore, margin was impacted by restructuring activities related to addressing customer issues arising from discontinued solar tracker solutions and the indefinite-lived trademark impairment charge recorded in the current year. The Agtech segment generated an operating margin of 7.2% in 2024 compared to (0.6)% in 2023.
Added
The Company expects to meet these long-term obligations through a combination of cash flows generated from operations and continued access to its Revolving Credit Facility. The Company may also evaluate additional financing alternatives, as appropriate, as appropriate, to support its long-term growth initiatives or refinance upcoming maturities.
Removed
The year over year improvement in operating margin was due to the result of volume leverage, product mix shift and improved execution along with the recovery on a receivable written down in 2023 associated with a distressed cannabis customer and the impact of prior year portfolio management actions.
Added
Based on current projections and market conditions, the Company believes that its existing sources of liquidity will be adequate to satisfy its long-term cash requirements. Historically the Company's international operations have generated cash flow from operations sufficient to fund their working capital needs and capital improvements.
Removed
The Infrastructure segment operating margin increased to 24.2% in 2024 compared to 21.2% in 2023. The margin improvement was driven by favorable product line mix, 80/20 productivity initiatives and strong operating execution. Unallocated corporate expenses increased $1.3 million, or 3.4%, to $41.4 million in 2024 from $40.1 million for 2023.
Added
This level of indebtedness could have important consequences for the Company's business, including the risks described in Item 1A.
Removed
In 2023, the income is the combined result of foreign currency translation fluctuations and changes in the fair market valuation allowance related to the liquidation of the processing business, offset by a $0.6 million pre-tax net loss relating to the sale of the Company's Japan-based solar racking business within its Renewables segment.
Added
Credit Agreement To further support liquidity, and in connection with closing of the acquisition of OmniMax on February 2, 2026 (the "Closing Date"), the Company entered into a new Revolving Credit Facility, as described above, and new senior secured term loan facilities in an aggregate principal amount of $1.3 billion, consisting of the Term Loan A facility in an initial aggregate principal amount of $650 million and the Term Loan B facility in an initial aggregate principal amount of $650 million.
Removed
Liquidity and Capital Resources The following table sets forth the Company's liquidity position as of (in thousands): December 31, 2024 December 31, 2023 Cash and cash equivalents $ 269,480 $ 99,426 Availability on revolving credit facility 395,069 396,056 $ 664,549 $ 495,482 Sources of Liquidity The Company's primary sources of liquidity are comprised of cash on hand and available borrowing capacity provided under the Company's Credit Agreement.
Added
Proceeds from the term loans, together with borrowings under the revolving credit facility and cash on hand, were used to fund the acquisition of OmniMax and pay related transaction fees and expenses.
Removed
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.
Added
The Revolving Credit Facility and the Term Loan A Facility will mature on the fifth anniversary of the Closing Date, and the Term Loan B Facility will mature on the seventh anniversary of the Closing Date.
Removed
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 and the development of the organization.
Added
The Term Loan A Facility requires quarterly amortization payments of 2.50% per annum for the first two years, 5.00% per annum for the next two years and 7.50% per annum for the final year, in each case of the original principal amount thereof.
Removed
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 current authorized program ending May 2, 2025.
Added
The Term Loan B Facility requires quarterly amortization payments of 1.00% per annum of the original principal amount thereof.
Removed
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.
Added
The Credit Agreement also requires mandatory prepayments in connection with certain asset sales and excess cash flow, subject to certain exceptions. 29 Table of Contents Borrowings under the senior secured credit facilities bear interest, at the Company’s option, at an annual rate equal to (a) adjusted term SOFR, defined in a customary manner (“Term SOFR”) or (b) the base rate (the “Base Rate”) plus in each case an applicable rate.
Removed
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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

9 edited+1 added−0 removed3 unchanged
Biggest changeThe Company's available variable rate debt consisted of the revolving credit facility under the Company's Credit Agreement, of which 30 Table of Contents there was no outstanding indebtedness as of and during the year ended December 31, 2024, and there was no other debt outstanding as of and during the year ended December 31, 2024.
Biggest changeIn order to manage interest rate risk, the Company will continue to monitor changes in its debt levels and access to capital ensuring interest rate risk is appropriately managed. The Company's available variable rate debt consisted of the revolving credit facility under the Company's 2022 Credit Agreement, of which there was no outstanding indebtedness as of December 31, 2025.
Borrowings under the Credit Agreement's revolving credit facility bear interest, at the Company's option, at a rate equal to an additional margin plus (a) a base rate, (b) a daily simple SOFR rate, (c) a term SOFR rate or (d) for certain foreign currencies, a foreign current rate.
Borrowings under the 2022 Credit Agreement's revolving credit facility bear interest, at the Company's option, at a rate equal to an additional margin plus (a) a base rate, (b) a daily simple SOFR rate, (c) a term SOFR rate or (d) for certain foreign currencies, a foreign current rate.
Item 7A. 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, and raw materials pricing and availability. In addition, the Company is exposed to other financial market risks, primarily related to its long-term debt and foreign operations.
Item 7A. 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, and raw materials pricing and availability. In addition, the Company is exposed to other financial market risks, primarily related to its long-term debt and international operations.
The Company cannot accurately calculate the pre-tax impact a one percent change in the commodity costs would have on the Company's 2024 operating results as the change in commodity costs would both impact the cost to purchase materials and the selling prices the Company offers to customers.
The Company cannot accurately calculate the pre-tax impact a one percent change in the commodity costs would have on the Company's 2025 operating results as the change in commodity costs would both impact the cost to purchase materials and the selling prices the Company offers to customers.
Changes in the values of currencies of foreign countries affect the Company's financial position and cash flows when translated into U.S. dollars. The Company principally manages its exposures to many of these foreign exchange rate risks solely through management of its core business activities.
Changes in the values of 32 Table of Contents currencies of foreign countries affect the Company's financial position and cash flows when translated into U.S. dollars. The Company principally manages its exposures to many of these foreign exchange rate risks solely through management of its core business activities.
The Company cannot accurately calculate the pre-tax impact that a one percent change in the exchange rates of foreign currencies would have on the Company's 2024 operating results as the changes in exchange rates would impact the cost of materials, the U.S. dollar revenue equivalents, and potentially the prices offered to foreign customers. 31 Table of Contents
The Company cannot accurately calculate the pre-tax impact that a one percent change in the exchange rates of foreign currencies would have on the Company's 2025 operating results as the changes in exchange rates would impact the cost of materials, the U.S. dollar revenue equivalents, and potentially the prices offered to foreign customers. 33 Table of Contents
Raw Material Pricing Risk The Company is subject to market risk exposure related to volatility in the price of the Company's principal raw materials of steel, aluminum and resins, which are cyclical in nature and have been historically volatile.
Raw Material Pricing Risk The Company is exposed to market risk related to volatility in the price of the Company's principal raw materials of steel and aluminum, which are cyclical in nature and have been historically volatile.
A hypothetical 1% increase or decrease in interest rates would not have had a material effect on the Company's financial position, results of operations or cash flows. Foreign Exchange Risk The Company has foreign exchange risk due to the Company's international operations, primarily in Canada, and through sales to and purchases from foreign customers and vendors.
A hypothetical 1% increase or decrease in interest rates would not have had a material effect on the Company's financial position, results of operations or cash flows. Foreign Exchange Risk The Company is exposed to foreign exchange risk as a result of the Company's international operations, primarily in Canada, and through sales to and purchases from foreign customers and vendors.
Exposure to commodity price fluctuations are generally managed through alignment of the Company's materials costs with pricing to customers by passing increases in raw material costs through to customers and maintaining inventory levels not in excess of the Company's production requirements.
The Company generally manages exposure to commodity price fluctuations by aligning of the Company's materials costs with customer pricing, including passing increases in raw material costs through to customers when possible, and by maintaining inventory levels consistent with the Company's production requirements.
Added
During the year ended December 31, 2025, borrowings on the revolving credit facility were outstanding for approximately 30 days in April and early May, with daily outstanding balances ranging from $1.5 million to $16.0 million. No other debt outstanding as of and during the year ended December 31, 2025.

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