ROCK 10-K & 10-Q changes, risk factors and insider trading
Gibraltar Industries, Inc. · Nasdaq · Steel Works, Blast Furnaces & Rolling & Finishing Mills · CIK 912562 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “The acquisition of OmniMax may not achieve its intended benefits, and certain difficulties, costs or expenses may outweigh such intended benefits.”
New heading “The Company has incurred and will incur significant transaction and integration costs in connection with the acquisition of OmniMax.”
New heading “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.”
New heading “The Company may not have discovered undisclosed liabilities of OmniMax, if any.”
New heading “Acquisition accounting adjustments could adversely affect the Company’s financial results.”
New heading “Risks Related to the Company's Indebtedness”
New heading “The Company incurred substantial indebtedness in connection with the acquisition of OmniMax.”
New heading “Servicing the Company’s debt requires a significant amount of cash, and the Company may not have sufficient cash flow from its business to pay its substantial debt.”
New heading “The Company’s debt agreements contain restrictions that limit its flexibility in operating its business.”
Removed heading “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.”
Removed heading “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.”
Removed heading “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.”
Removed heading “The expiration, elimination or reduction of solar rebates, credits and incentives may adversely impact the Company's business, results of operations, and cash flows.”
Largest changes
“As of December 31, 2024, the Company had no outstanding indebtedness, but has $395.1 million available for borrowing under its revolving credit facility. 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. …”see in full comparison
“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.”see in full comparison
“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. As a private company, OmniMax’s internal controls were not designed to be in compliance with Sarbanes-Oxley or any other public company requirements. …”see in full comparison
“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. In the event of an event of default under the Credit Agreement, the lenders:”see in full comparison
“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. 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. …”see in full comparison
“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. The Company’s business may not continue to generate cash flow from operations in the future sufficient to satisfy its obligations under its current indebtedness and any future indebtedness the Company may incur and to make necessary capital expenditures. …”see in full comparison
Full comparison: every changed paragraph (87)
The Company's principal raw materials are commodity products primarily consisting of steel, aluminum,steel and resins.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, resins and glass. 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. The availability and pricing of raw materials and component parts can be volatile due to a number of factors beyond the Company's control, including general economic conditions, domestic and worldwide supply and demand, labor costs and availability, competition, freight costs and transportation, import duties, tariffs, and currency exchange rates. The Company may not be successful in passing along pricing increases to its customers or in its efforts to mitigate the impact of supply chain disruptions.
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.
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. 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. 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. 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.
Demand for the Company's products in its Residential segment is significantly influenced by general economic conditions and trends in consumer spending on livinghome spacesexteriors and homeliving exteriors,spaces, 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 products in the Company’s Residential segment is significantly influenced by a number of economic factors affecting its customers, including distributors, dealers, retailers, contractors, architects, builders, homeowners and institutional and commercial consumers. 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 livinghome spacesexteriors and homeliving exteriors.spaces. Home and commercial renovation and improvement and new construction activity are affected by, among other things, interest rates, consumer confidence and spending habits, demographic trends, housing affordability levels, unemployment rates, institutional funding constraints, industrial production levels, tariffs, actual inflation levels and uncertainty with respect to future inflation levels, recession possibility and general economic conditions.
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. 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. 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. 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. 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.
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.
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, integrating new manufacturing facilities, and achieving cost-savings initiatives.
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 lineslines, in-market demand and in-marketacquisitions demand.and Periodicdispositions. In particular, the Company will be reviewing its manufacturing processes in light of the acquisition of OmniMax and integration of OmniMax's manufacturing capacity. Manufacturing integrations, realignments and cost-savings programs and other changes have adversely affected, and could in the future adversely affect, itsthe Company's operating efficiency and results of operations during the periods in which such programs are being implemented. Such programs may include the addition of manufacturing lines and the consolidation, integration and upgrading of facilities, functions, systems and procedures, including the introduction of new manufacturing technologies and product innovations. These programs involve substantial planning, often require capital investments, and may result in charges for fixed asset impairments or obsolescence and substantial severance costs. 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 economic, competitive and other uncertainties. While the Company anticipates that enhancing these capabilities will ultimately decrease its costs, the introduction of these capabilities has required significant initial investment, and the Company cannot be certain it will realize the benefits of this initiative when anticipated or at all. If these investments and other changes are not effectively integrated into the Company’s manufacturing processes, the Company may suffer from production delays, lower efficiency and manufacturing yields, increased costs and reduced net sales.
A loss of sales from the Company's significant customers, whether due to a decrease in demand from the end markets the Company serves, the loss or bankruptcy of any significant customer, a decrease in the prices that the Company can realize from sales of its products to its significant customers, or a significant decrease in business from any of the Company's significant customers, could have an adverse effect on the Company's business, results of operations and cash flows. The Company's ten largest customers accounted for approximately 38%,43%, 37%,42%, and 41%46% of the Company's net sales during 2025, 2024, 2023, and 2022,2023, respectively, with its largest customer accounting for approximately 12%, 13%16% and 14%17% of the Company's consolidated net sales during each of the years 2025, 2024, and 2023, andrespectively. 2022,In respectively.many cases, these customers are also significant customers of OmniMax. 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'sCompany 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. 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. 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. The Company competes in its principal markets with companies of various sizes, some of which have greater scale, access to capital and other resources than the Company, and may have more established brand names and may be better able to withstand a change in conditions in the principal markets the Company serves. Increased competition could force the Company to lower 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 could cause the Company to lose market share. Further, if the Company does not have sufficient resources to invest or is otherwise unable to correctly identify customer needs and preferences, innovate and drive improvements or efficiencies in existing products, develop new products, technologies or services in the markets the Company participates in, or successfully commercialize its innovation efforts, the Company may lose market share. Even when the Company successfully innovates and develops new and enhanced products and services, the Company often incurs substantial costs in doing so, and the Company's revenue, gross profit, net income and cash flows may be impacted.
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. 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's ongoing and expected restructuring plans and other cost savings initiativesinitiatives, 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.
The Company continually strives to simplify or improve processes, eliminate excess capacity and reduce costs in all areas of its operations, which from time to time includes restructuring and integration activities. The Company has implemented significant restructuring and integration activities across its manufacturing, sales and distribution footprint, which include workforce reductions and facility consolidations. The Company intends to continue to do so as part of its integration of the OmniMax business. Costs of future initiatives may be material and the savings associated with them are subject to a variety of risks, including the Company's inability to effectively eliminate duplicative back-office overhead, overlapping sales personnel, rationalize manufacturing capacity, synchronize information technology systems, consolidate warehousing and distribution facilities and shift production to more economical facilities. As a result, the contemplated costs to effect these initiatives may materially exceed estimates. The initiatives the Company is contemplating may require consultation with various employees and consultants which may influence the timing, costs and extent of expected savings and may result in the loss of skilled employees in connection with the initiatives.
The Company maintains customary insurance policies for businesses of its type, including property, business interruption, product liability and casualty insurance coverage, but such insurance may not provide adequate coverage against potential claims, including losses resulting from interruptions in the Company’s production capability or product liability claims relating to the products the Company manufactures. Consistent with market conditions in the insurance industry, premiums and deductibles for some of the Company’s insurance policies have increased in recent years, sometimes substantially, and may, in the future, increase further. In some instances, some types of insurance may become available only for reduced amounts of coverage, if at all. In addition, the Company’s insurers could deny coverage for claims. If the Company were to incur a significant liability for which itsit aswas not fully insured or that its insurers disputed, the Company’s business, financial condition or results of operations could be materially adversely affected.
TerrorTerrorist attacks,activities, war,armed or otherconflict, civil disturbances, natural or man-made disastersdisasters, (whichincluding those that may becomeincrease morein frequentfrequency or severity due to climate change),change, or other catastrophic events or public health crises could causeresult catastrophic loss or otherin material damage to the Company's facilities or lead tofacilities, economic instability, decreasedoperational capacitydisruptions, toreduced produceproduction the Company's productscapacity, and decreased demand for the Company's products. The Company has experienced operating disruptions related to severe weather across the U.S.U.S., Fromand from time to time, terrorist attacksactivities 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 could incur uninsured losses and liabilities arising from such events, and any resulting business interruptions could have an adverse effect on the Company's business, results of operations and cash flows.
The Company relies on information technology ("IT") systems, some of which are provided and/or managed by third-parties, to process, transmit and store electronic information, including sensitive data such as confidential business information and personally identifiable data relating to the Company's employees, customers and other business partners, and to manage or support a variety of critical business processes and activities, such as receiving and fulfilling orders, billing, collecting and making payments, shipping products, providing services and support to customers, and fulfilling contractual obligations. The Company's ability to effectively manage its business depends on the security, reliability, and capacity of these IT systems. These systems, including those the Company acquires through business acquisitionsacquisitions, can be damaged, disrupted or shut down due to attacks by computer hackers, computer viruses, ransomware, human error or malfeasance, power outages, hardware failures, telecommunication or utility failures, catastrophes, or other unforeseen events. While,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, and it is possible that potential vulnerabilities could go undetected for an extended period. The Company's systems are not fully redundant and the Company's disaster recovery planning may not be sufficient. Any interruptions to the Company's IT systems could disrupt the Company's operations, causing delays or cancellation of customer orders or impeding the manufacture or shipment of products, processing of transactions or reporting of financial results. Security breaches can result in the misappropriation, destruction or unauthorized disclosure of confidential information or personal data belonging to the Company or to the Company's employees, partners, customers, or suppliers. Furthermore, security breaches could damage customer, business partner and employee relationships and the Company's reputation and result in legal claims and proceedings, liability and penalties under data protection laws and regulations. Some of the Company's IT systems have experienced past security breaches, although they did not have a material adverse effect on the Company's operating results. There can be no assurance that future incidents will not have material adverse effects on the Company's operations or financial results.
Historically, the Company has grown through a combination of internal growth plus external expansion through acquisitions. The Company intends to continue to seek additionalpursuing acquisition opportunities in accordanceconsistent with the Company's business strategy. 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:
Risks Related to Financingthe andAcquisition Accountingof MattersOmniMax
The acquisition of OmniMax may not achieve its intended benefits, and certain difficulties, costs or expenses may outweigh such intended benefits.
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. 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. 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. 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. 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.
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.
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. 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. 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. While the Company 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.
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.
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. 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. 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.
The Company may not have discovered undisclosed liabilities of OmniMax, if any.
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. 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.
The Company will account for the completion of the acquisition of OmniMax using the acquisition method of accounting. 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. 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.
The Company incurred substantial indebtedness in connection with the acquisition of OmniMax. As of the closing of the acquisition, on a consolidated basis, the Company had approximately $1.3 billion in gross indebtedness outstanding under the Company’s Credit Agreement including (a) the Term Loan A Facility in an initial aggregate principal amount of $650 million, (b) the Term Loan B Facility in an initial aggregate principal amount of $650 million and (c) the Revolving Credit Facility in an initial aggregate commitment amount of $500 million, with the Term Loan A Facility and Term Loan B Facility fully drawn and approximately $482 million remaining available under the Revolving Credit Facility.
The Company’s high level of debt could have important consequences, including:
•making it more difficult for the Company to satisfy its obligations with respect to its debt;
•requiring the Company to dedicate a substantial portion of its cash flow from operations to the payment of interest and the repayment of the Company’s indebtedness, thereby reducing funds available to it for other purposes;
•limiting the Company’s ability to obtain additional financing to fund future working capital, capital expenditures, business development or other general corporate requirements, including dividends, if and when declared by the board of directors;
•increasing the Company’s vulnerability to general adverse economic and industry conditions;
•making the Company more highly leveraged than some of its competitors, which may place its at a competitive disadvantage;
•restricting the Company from making strategic acquisitions, engaging in development activities or exploiting business opportunities;
•exposing the Company to the risk of increased interest rates as certain of the Company’s borrowings are and may in the future be at variable rates of interest;
•limiting the Company’s flexibility in planning for and reacting to changes in its industry; and
•impacting the Company’s effective tax rate.
While the Company aims to deleverage its capital structure over the next few years, the methods the Company may pursue and the timing, extent and impact of any actions in furtherance of this goal may vary and evolve and there can be no assurance the Company will be successful in its efforts to deleverage.
Servicing the Company’s debt requires a significant amount of cash, and the Company may not have sufficient cash flow from its business to pay its substantial debt.
Management's Discussion & Analysis (MD&A)
New heading “Credit Agreement”
New heading “Authorized Share Repurchase Program”
New heading “Accounting for the Fair Value of Assets Acquired in a Significant Business Combination”
Removed heading “Revenue Recognition on Contracts with Customers”
Largest changes
“The Credit Agreement contains certain affirmative and negative covenants that limit the ability of the Company, among other things and subject to certain significant exceptions, to incur debt or liens, make investments, enter into certain mergers, consolidations, asset sales and acquisitions, pay dividends and make other restricted payments and enter into transactions with affiliates. Additionally, the Credit Agreement contains certain events of default, including relating to a change of control. …”see in full comparison
“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. …”see in full comparison
“Significant assumptions used in these valuation models include discount rates, customer attrition rates, projected revenue growth rates, operating profit margins, adjusted for non-cash items such as depreciation and amortization. These assumptions are forward‑looking and reflect management’s expectations regarding future economic and market conditions. …”see in full comparison
“The Renewables segment generated an operating margin of 1.2% in 2024 compared to 9.1% in 2023. 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. 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.”see in full comparison
“The purchase price allocation process requires judgment in both identifying and characterizing the acquired assets and liabilities and in estimating their respective fair values. These judgments are significant because acquired assets with finite lives, such as certain identified intangible assets, are amortized over their estimated useful lives, whereas goodwill is not amortized but is subject to annual impairment testing, or more frequently if indicators of impairment arise.”see in full comparison
“Accounting for the Fair Value of Assets Acquired in a Significant Business Combination”see in full comparison
Full comparison: every changed paragraph (68)
The Company is a leading manufacturer and provider of products and services for the residential, renewable energy, agtech, and infrastructure markets.markets, and it operates and reports its results through three reporting segments: Residential, Agtech, and Infrastructure.
The Company operates and reports its results in the following four reporting segments:
•Residential
•Renewables
•Agtech
•Infrastructure
The Company serves customers primarily in Norththe AmericaU.S. and Canada including home improvement retailers, wholesalers, distributors, contractors, renewable energy (solar) developers, 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.
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. 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. 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.
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. 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.projects. 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.
The Company uses consolidated net sales, consolidated gross margin, consolidated operating margin, and operating margin by segment as key operating performance measures. 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. Operating margin by segment is defined as income from operations for each segment divided by net sales for that segment. 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.
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 defines consolidated gross margin as a percentage of total consolidated gross profit to total consolidated net sales. The Company defines operating margin by segment as a percentage of total income from operations by segment to total net sales by segment and consolidated operating margin as a percentage of total consolidated income from operations to total consolidated net sales. The Company believes gross margin and operating margin may be useful to investors in evaluating the profitability of its segments and the Company on a consolidated basis.
Consolidated net sales decreasedincreased from 20232024 by $69.0$112.1 million, or 5.0%,11.0%, to $1.3$1.1 billion for 20242025 compared to 2023.2024. The decreaseincrease in revenue was thedriven combinedby result$171.5 million of net sales generated from the current year acquisitions along with an increase in volume decline in the Company'sInfrastructure Residentialsegment and Renewablesparticipation segments along with portfolio management activitiesgains in the priorresidential year,building theaccessories 2023business. saleThis 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. The decreaseincrease was partially offset by growthdelayed project starts in the Company's Agtech segmentsegment, along with revenues generated from a 2023 acquisitionsoftness in the Residentialresidential segment.mail and package business. Consolidated backlog decreasedincreased 24%102% to $252$281 millionmillion, downas fromcompared $330 million atto 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. 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. 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. 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%.
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. Organic decline of 4.4% was driven by a slower residential market, including the repair and remodel sector. This 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.
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. 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. 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. 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. 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.
Net sales in the Infrastructure segment increased 0.9%,4.7%, or $0.8$4.1 million, to $92.1 million in 2025 compared to $88.0 million in 2024 compared to $87.2 million in 2023,2024, the result of continued strong execution. Backlog increaseddecreased 10%4% yearfrom overthe year.prior Demandyear, though demand and quoting activity remain strong, supported by continued investment at the federal and state levels.strong.
The Company's consolidated gross margin increaseddecreased to 26.9% for 20242025 compared to 26.3%29.5% for 2023.2024. ThisThe increasedecrease was thedriven resultby ofbusiness improvedand priceproduct toline materialmix, costpartially alignment,offset by overall continued operational efficiencies,efficiencies along with 80/20 initiatives and favorable business and product mix.initiatives.
Selling, general, and administrative ("SG&A") expenses decreasedincreased by $9.9$26.7 million, or 4.8%,17.1%, to $197.5$182.4 million for 20242025 from $207.4$155.7 million for 2023.2024. The $9.9$26.7 million decreaseincrease 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 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.year. SG&A expensesexpense as a percentage of net sales wasincreased unchangedto at 15.1%16.1% for both2025 2024compared andto 2023,15.3% respectively.for 2024.
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.
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. During 2023, the Company recognized intangible asset impairment charges of $3.8 million. 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.
The Residential segment operating margin increaseddecreased to 16.6% in 2025 from 19.0% in 2024 from 17.6% in 2023.2024. The increasedecrease in operating margin was driventhe byresult effectiveof price/cost management, solid executionbusiness and 80/20product productivitymix initiatives.and the impact of acquisition integration during the current year.
The Renewables segment generated an operating margin of 1.2% in 2024 compared to 9.1% in 2023. 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. 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%4.5% in 20242025 compared to (0.6)%7.2% in 2023.2024. The year over year improvementdecline in operating margin was due to costs related to the resultacquisition of volumeLane leverage, product mix shift and improved execution along with the recovery on a receivable written down in 2023 associated with a distressed cannabis customerSupply and the impact of priorlower yearorganic portfolio management actions.volumes.
The Infrastructure segment operating margin increaseddecreased to 23.9% in 2025 compared to 24.2% in 20242024. comparedThe to 21.2%decrease in 2023. Theoperating margin improvement was drivena byresult favorableof product line mix, 80/20 productivity initiatives and strong operating execution.mix.
Unallocated corporate expenses increased $1.3$4.8 million, or 3.4%,11.7%, to $46.3 million in 2025 from $41.4 million in 2024 from $40.1 million for 2023.2024. 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 2024,2024. comparedThe todecrease in interest expenseincome of $3.0 million for 2023. Income induring the current year was the result of earnings on lower average balances on certain interest-bearing cash accounts.accounts Expenseas incompared to 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.year.
The Company recorded other income of $24.7$2.1 million in 2024,2025, compared to $1.3$25.1 million in 2023.2024. The currentprior 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. 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.
The Company recognized a provision for income taxes of $36.6$29.0 million, an effective tax rate of 21.0%,22.9%, for 20242025, comparedwhich withexceeded 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. For 2024, the Company recognized a provision for income taxes of $38.5$35.9 million, an effective tax rate of 25.8%, for 2023.21.0%. The effective tax rate for 2024 was equal to the U.S. federal statutory rate of 21%21%, duethe toresult of state taxes and nondeductible permanent differences offset by a partial release of the valuation allowance previously recorded on a capital loss carryforwardcarryfoward that can be utilized due to the 2024 sale of the Company's electronic locker business within its Residential segment. 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 following table sets forth the Company's liquidity position as of (in thousands):
The Company has historically financed its working capital requirements, including capital expenditures and acquisitions, through a combination of available cash, cash flows from operations, and borrowings under the Company's 2022 Credit Agreement. As disclosed above, on February 2, 2026, the Company entered into a new Credit Agreement that provides for a senior secured revolving credit facility with an initial aggregate commitment of $500 million and letters of credit in an aggregate amount of up to $100 million. The new Revolving Credit Facility matures on February 2, 2031.
The Company expects that its primary cash requirements over the next twelve months will include working capital, capital expenditures, and debt service requirements. The Company believes that cash flows from operations, together with available cash on hand and borrowing capacity under the 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. 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. 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. 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.
The Company's primary sources of liquidity are comprised of cash on hand and available borrowing capacity provided under the Company's Credit Agreement. The Credit Agreement provides for a revolving credit facility and letters of credit in an aggregate amount equal to $400 million and terminates on December 8, 2027. The Company can request additional financing to increase the revolving credit facility to $700 million or enter into a term loan of up to $300 million subject to conditions set forth in the Credit Agreement. See Note 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.
Generally,Historically the Company's foreigninternational operations have generated cash flow from operations sufficient to investfund intheir working capital needs and fund their capital improvements. As of December 31, 20242025 and 2023,2024, the Company's foreigninternational subsidiaries held $8.9$4.4 million and $6.9$8.9 million of cash, respectively.
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. This level of indebtedness could have important consequences for the Company's business, including the risks described in Item 1A. "Risk Factors" - "Risks Related to the Company's Indebtedness."
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.
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'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. 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. See Notes 7, 9, 14 and 16 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 detail on the Company's accrued expenses, employee and retiree benefit-related obligations, operating lease obligations and historical capital expenditures.
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. 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.
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. 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. The Term Loan B Facility requires quarterly amortization payments of 1.00% per annum of the original principal amount thereof. The Credit Agreement also requires mandatory prepayments in connection with certain asset sales and excess cash flow, subject to certain exceptions.
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. For the Term Loan A Facility and the Revolving Credit Facility, the applicable rate under the Credit Agreement ranges from 1.375% to 2.25% for Term SOFR loans and 0.375% to 1.25% for Base Rate loans, in each case based on the Company’s consolidated first lien net leverage ratio. For the Term Loan B Facility, the applicable rate under the Credit Agreement ranges from 1.75% to 2.25% for Term SOFR loans and 0.75% to 1.25% for Base Rate loans, in each case based on the Company’s consolidated first lien net leverage ratio. Undrawn commitment fees under the Revolving Credit Facility range from 0.175% to 0.275% based on the Company’s consolidated net leverage ratio.
The Credit Agreement contains financial covenants requiring the Company to maintain a maximum consolidated total net leverage ratio of 5.25:1.00, which steps down to 4.25:1.00 over time, and a minimum interest coverage ratio of 3.00:1.00, in each case measured as of the last day of each fiscal quarter, with measurement to commence on the last day of the first full fiscal quarter after the Closing Date. The maximum consolidated total net leverage ratio may be increased at the Company’s option by 0.50x in connection with certain qualifying material acquisitions.
The Credit Agreement contains certain affirmative and negative covenants that limit the ability of the Company, among other things and subject to certain significant exceptions, to incur debt or liens, make investments, enter into certain mergers, consolidations, asset sales and acquisitions, pay dividends and make other restricted payments and enter into transactions with affiliates. Additionally, the Credit Agreement contains certain events of default, including relating to a change of control. If an event of default occurs, the lenders under the Credit Agreement will be entitled to take various actions, including the acceleration of amounts due under the Credit Agreement.
Authorized Share Repurchase Program
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. As of December 31, 2025, the Company has not purchased any shares under this authorized program.
The program has a duration of three years and is scheduled to expire on April 30, 2028. Repurchases may be made from time to time in amounts and at prices the Company deems appropriate, subject to certain restrictions under the Credit Agreement, market conditions, applicable legal requirements, debt covenants, and other considerations. Any such repurchases may be executed through open market purchases, privately negotiated agreements, or other transactions. The repurchase program may be suspended or discontinued at any time at the Company's discretion.
Over the long-term, the Company expects that future investments, including strategic business acquisitions, may be financed through a number of sources, including internally available cash, availability under the Credit Agreement, new debt financing, the issuance of equity securities, or any combination of the aforementioned.
These expectations are forward-looking statements based upon currently available information and may change if conditions in the credit and equity markets deteriorate or other circumstances change. To the extent that operating cash flows are lower than current levels, or sources of financing are not available or not available at acceptable terms, the Company's future liquidity may be adversely affected. See Item 1A. "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."
Operating Activities of Continuing Operations
Net cash provided by operating activities of continuing operations for 20242025 of $174.2$137.1 million consisted of netincome incomefrom continuing operations of $137.3$97.6 million, non-cash net charges totaling $29.7$38.6 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$0.9 million of cash generated from working capital and other net operating assetsassets, largelyand duenet of effects from acquisitions, driven by the decreases in trade receivables as a result of timing of customer collections and increases in accountsaccrued payable,expenses therelated result ofto the timing of purchases and vendor payments, and other current assets, the resultvolume of theadvance billings and timing of income taxes payments and other receivablesexpense incurred.accruals.
Net cash provided by operating activities of continuing operations for 20232024 of $218.5$169.9 million consisted of netincome incomefrom continuing operations of $110.5$135.1 million, non-cash net charges totaling $67.0$14.0 million, which include depreciation, amortization, intangible asset impairment, stock compensation, exitgain activityon costs,sale provisionof forbusiness, benefit of deferred income taxes and other non-cash charges, and $41.0$20.8 million of cash generated from working capital and other net operating assets largely due to the Company's focus on reducing its investmentincreases in inventoryaccounts topayable betteras aligna withresult lowerof salestiming volumesof whilepurchases stilland meetingvendor customer demand.payments.
Investing Activities of Continuing Operations
Net cash providedused byin investing activities of continuing operations for 20242025 was $256.4 million, primarily due to the acquisitions of $8.5Lane Supply and the three metal roofing related businesses of $210.6 million, and net capital expenditures of $46.1 million consistedlargely related to the purchases of nettwo proceedsfacilities. These investments were partially offset by a receipt of $28.1the $0.3 million fromfinal working capital settlement received in connection with the sale of the Company's electronic locker business within itsthe Company's 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.2024.
Net cash usedprovided inby investing activities of continuing operations for 20232024 of $15.7$11.3 million consisted of net cash paid of $10.4 million for the acquisition of a privately held Utah-based company in the third quarter of 2023 and net capital expenditures of $13.9 million, offset by net proceeds of $8.0$28.1 million from the sale of the Company's Japan-basedelectronic solar rackinglocker business inwithin theits Company's RenewablesResidential segment in the fourth quarter of 20232024, andoffset receiptby net capital expenditures of the$16.8 $0.6 million final working capital settlement related to the 2022 acquisition of QAP.million.
Net cash used in financing activities fortotaled 2024 of $12.2$63.7 million consistedfor of2025 primarily driven by common stock repurchases. The Company paidrepurchased $10.0914,679 million in the current yearshares for the$60.0 repurchase of 154,796 sharesmillion under the Company's prior authorized share repurchase program.program Thethat remainderended ofMay the2, repurchased2025. commonAn stockadditional of $2.2$3.9 million related to the net settlement of tax obligations for participants in the Company's equity incentive plansplans. andThese exciseoutflows taxeswere onslightly offset by $0.2 million in proceeds from the issuance of common stock repurchases.resulting from stock option exercises.
Net cash used in financing activities fortotaled 2023 of $120.3$12.2 million consistedfor of2024 netdriven long-term debt payments of $91.0 million and $29.3 million ofby common stock repurchases. Net long-term debt payments consisted of $141.0 million in long-term debt payments, offset by $50.0 million in proceeds from borrowing on the Company's long-term debt credit facility. The Company paidrepurchased $26.0154,796 shares for $10.0 million in 2023 to repurchase of 538,575 shares under the Company's authorized share repurchase program.program Thethat remainderended ofMay the2, repurchased2025. An additional $2.2 million was used to repurchase common stock of $3.3 million related to the net settlement of tax obligations for participants in the Company's equity incentive plans.
Accounting for the Fair Value of Assets Acquired in a Significant Business Combination
What changed in the latest 10-Q
Risk Factors
New heading “Armed conflict, future terror attacks, natural disasters or other catastrophic events or public health crises beyond the Company's control could negatively impact the Company's business, results of operations, and cash flows.”
Largest changes
“Armed conflict, terrorist activities, 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, economic instability or recession, material damage to the Company's facilities operational disruptions, reduced production capacity, and decreased demand for the Company's products. …”see in full comparison
“Armed conflict, future terror attacks, natural disasters or other catastrophic events or public health crises beyond the Company's control could negatively impact the Company's business, results of operations, and cash flows.”see in full comparison
Full comparison: every changed paragraph (3)
In addition to the other information set forth in this report, you should carefully consider the risks discussed in “Part I, Item 1A. Risk Factors” in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025. These risks and uncertainties have the potential to materially affect the Company's business, financial condition, results of operation, cash flows, and future prospects. Additional risks and uncertainties not currently known to the Company or that the Company currently deems immaterial may materially adversely impact the Company's business, financial condition, or operating results. During the quarter ended MarchJune 31,30, 2026, except as set forth below, there have been no material changes from the risk factors previously disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Armed conflict, future terror attacks, natural disasters or other catastrophic events or public health crises beyond the Company's control could negatively impact the Company's business, results of operations, and cash flows.
Armed conflict, terrorist activities, 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, economic instability or recession, material damage to the Company's facilities operational disruptions, reduced production capacity, and decreased demand for the Company's products. 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, which have already affected energy and raw materials costs for the Company’s products, thereby affecting the Company’s results of operations. If these conflicts are not resolved, they may continue to result in inflationary conditions and economic instability, affecting the Company’s end markets, which could adversely affect the Company’s business. 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. The Company could incur losses and liabilities arising from such events, and any resulting business interruptions could have an adverse effect on the Company's business, results of operations and cash flows.
Management's Discussion & Analysis (MD&A)
New heading “Impacts of Macroeconomic and Geopolitical Conditions on Our Business”
New heading “Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025”
Removed heading “Additional Recent Developments”
Largest changes
“Impacts of Macroeconomic and Geopolitical Conditions on Our Business The Company continues to monitor macroeconomic and geopolitical conditions that may adversely affect its business, results of operations, and liquidity. These factors include global economic uncertainty, inflationary pressures, supply chain disruptions, changes in interest rates and foreign currency exchange rates, labor availability, international conflicts, and evolving trade and tariff policies. …”see in full comparison
“Economic and macroeconomic factors include changes in interest rates, changes to the residential new housing construction and repair markets in the United States, including consumer sentiment, increases in costs of fuel and raw materials, inflationary pressures, global economic uncertainty, change in foreign currency exchange rates, and evolving trade and tariff policies. Ongoing volatility impacts demand for the Company’s products, input costs and logistics expenses, resulting in variability in operating results.”see in full comparison
“Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025”see in full comparison
“Impacts of Macroeconomic and Geopolitical Conditions on Our Business”see in full comparison
“The Company continues to monitor economic and macroeconomic and geopolitical conditions that may adversely affect its business, results of operations, and liquidity.”see in full comparison
Full comparison: every changed paragraph (58)
As of MarchJune 31,30, 2026, the Company's continuing operations operated in fifty-six54 facilities, comprised of fifty48 manufacturing facilities, strategically located across twenty-three23 states and Canada, and six offices, including a sourcing office located in China. The Company's operational infrastructure provides the necessary scale to support local, regional, and national customers in each of the Company's markets.
Impacts of Macroeconomic and Geopolitical Conditions on Our Business
The Company continues to monitor economic and macroeconomic and geopolitical conditions that may adversely affect its business, results of operations, and liquidity.
Economic and macroeconomic factors include changes in interest rates, changes to the residential new housing construction and repair markets in the United States, including consumer sentiment, increases in costs of fuel and raw materials, inflationary pressures, global economic uncertainty, change in foreign currency exchange rates, and evolving trade and tariff policies. Ongoing volatility impacts demand for the Company’s products, input costs and logistics expenses, resulting in variability in operating results.
Impacts of Macroeconomic and Geopolitical Conditions on Our Business The Company continues to monitor macroeconomic and geopolitical conditions that may adversely affect its business, results of operations, and liquidity. These factors include global economic uncertainty, inflationary pressures, supply chain disruptions, changes in interest rates and foreign currency exchange rates, labor availability, international conflicts, and evolving trade and tariff policies. Volatility in these conditions may impact demand for the Company’s products, input costs, logistics expenses, and the timing of customer orders, resulting in variability in operating results.
In addition, geopoliticalGeopolitical instability in regions, including the ongoing conflict in the Middle East, have and may continue to disrupt logistics networks, increase energy and transportation costs, affectingresulting regionalin customersincreased raw material and suppliers.production costs. Changes in U.S. trade policy, including modifications to tariffs on certain steel and aluminum related products, may also increase costs or require changes to sourcing practices. The ultimate impact of these conditions remains uncertain and will depend on future developments and the duration and severity of these events.
Additional Recent Developments
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. In connection with the acquisition of OmniMax, on February 2, 2026, the Company entered into a new credit agreement with Bank of America, N.A., as administrative agent and collateral agent, and other financial institutions from time to time party thereto. The Credit Agreement provides for (i) a senior secured revolving credit facility in an initial aggregate principal amount of up to $500 million, (ii) a senior secured term loan A facility in an initial aggregate principal amount of up to $650 million and (iii) a senior secured term loan B facility in an initial aggregate principal amount of up to $650 million. Borrowings under the Credit Agreement were used, together with cash on hand, to fund the acquisition of OmniMax, refinance certain existing indebtedness, and pay related fees and expenses. The Revolving Credit Facility may be used for working capital and other general corporate purposes. The Revolving Credit Facility and Term Loan A Facility mature on February 2, 2031, and the Term Loan B Facility matures on February 2, 2033. In connection with the entry into the Credit Agreement, on February 2, 2026, the Company terminated its existing credit agreement, dated as of December 8, 2022, and repaid all amounts outstanding thereunder.
On February 20, 2026, the Company sold certain assets within its Renewables business pertaining to its electrical balance of systems products. The sale of these assets generated net proceeds of approximately $70 million in cash, subject to working capital and other customary post-closing adjustments, that were applied to debt reduction. Refer to "Discontinued Operations" below for more information on the Renewables business which was classified as held for sale and reported as discontinued operations in the Company's consolidated financial statements.
During 2026, the Company completed the divestiture of its Renewables business through two separate asset sales. On February 20, 2026, the Company sold certain assets related to its electrical balance of systems product for net cash proceeds of approximately $75 million, subject to working capital and other customary post-closing adjustments. The proceeds were applied toward debt reduction. On July 15, 2026, the Company sold the remaining Renewables business assets related to its racking and foundations operations for $5 million in cash, subject to customary post-closing adjustments, completing the divestiture of the Renewables business.
InThe Company's Renewables business was classified as held for sale and reported as discontinued operations in the Company's financial statements as of June 30, 2025, the Company committed to a plan to sell its Renewables business, which represents a strategic shift in operations. The decision was driven by a decision to change in the Company's strategy to focus its asset portfolio and resources on its Residential, Agtech and Infrastructure segments. The Renewables business was classified as held for sale as of June 30, 2025, and met the criteria for discontinued operations. Subsequent to classification as held for sale and as discontinued operations, the Company recognized a combined impairment loss and remeasurement adjustment in aggregate of approximately $223$243 million before income taxes. Unless otherwise indicated, all results and information presented exclude discontinued operations disclosures. See Note 13 to the Company's consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information on discontinued operations.
As referred to above, on February 20, 2026, the Company sold certain assets within its Renewables business pertaining to its electrical balance-of-systems products. The remaining portion of the Renewables business is classified as held for sale and as discontinued operations. See Note 13 to the Company's consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information on discontinued operations.
Three Months Ended MarchJune 31,30, 2026 Compared to the Three Months Ended MarchJune 31,30, 2025
The following table sets forth selected results of operations data and percentage of net sales for the three months ended MarchJune 3130 (in thousands):
The following table sets forth the Company’s net sales by reportable segment for the three months ended MarchJune 31,30, (in thousands):
Consolidated net sales increased by $200.0 million, or 64.6%, to $509.5 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase was driven by sales generated from acquisitions of $184.5 million, primarily the result of the OmniMax acquisition in the prior quarter of 2026. Organic growth of 5%, the result of price increases to align with rising commodity costs, also contributed to the increase in net sales.
Consolidated net sales increased by $109.9 million, or 44.6%, to $356.3 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The increase in revenue was driven by $119.1 million, which is a combined total of net sales generated from the Company's current year acquisition of OmniMax along with incremental sales generated from the Company's prior year acquisitions. This increase was partially offset by softness in the building accessories end market, the timing of price/cost adjustments, business and product mix, and anticipated lower Agtech volumes resulting from project timing. Consolidated backlog decreased 10% to $168 million, as compared to the end of the prior year quarter.
Net sales in the Company's Residential segment increased $101.4$195.6 million, or 56.3%,84.9%, to $281.4$425.9 million for the three months ended MarchJune 31,30, 2026 compared to $180.0$230.3 million for the three months ended MarchJune 31,30, 2025. The revenuehigher net sales was driven by acquisitions of $107.3$184.5 millionmillion, primarily generated from the current year acquisition of OmniMaxOmniMax. and the prior year acquisitions of the three metal roofing manufacturers, more than offset a 3% organicOrganic net sales decrease,increased which5%, was athe result of a soft end market along with timing of price/cost adjustments and business and product mix.adjustments.
Net sales in the Company's Agtech segment increased 23.6%,8.7%, or $10.6$4.7 million, to $55.6$58.8 million for the three months ended MarchJune 31,30, 2026 compared to $45.0$54.1 million for the three months ended MarchJune 31,30, 2025. The revenue increase was largely due to $11.8 million of incrementalnet sales generated from the prior year acquisition of Lane Supply, which more than offset the decrease in organic sales, whichincrease was due to timinggrowth ofin projects.both the commercial and structures businesses. Backlog decreased 13%34% year over year in this segment.year.
Net sales in the Company's Infrastructure segment decreased $2.1$0.3 million, or 9.9%,1.2%, to $19.2$24.9 million for the three months ended MarchJune 31,30, 2026 compared to $21.3$25.2 million for the three months ended MarchJune 31,30, 2025, impacted by productiontiming timing.of projects. Backlog decreasedincreased 3%2% from the prior year, thoughas demand and quoting activity remained strong.
The Company's consolidated gross margin decreased to 22.1%25.9% for the three months ended MarchJune 31,30, 2026 compared to 28.4% for the three months ended MarchJune 31,30, 2025. The decrease was driven by business and product line mix, unfavorable alignment of price/material cost, and amortizationthe impact of fairongoing marketintegration value adjustments from business combinations,activities, partially offset by overall continued operational efficiencies along with 80/20 initiatives.
Selling, general, and administrative ("SG&A") expense increased by $42.1$23.9 million, or 102.3%49.5% to $83.3$72.3 million for the three months ended MarchJune 31,30, 2026 compared to $41.2$48.3 million for the three months ended MarchJune 31,30, 2025. The $42.1$23.9 million increase was primarily due to incremental SG&A expense incurred byin connection with recent acquisitions,acquisitions along with higher acquisition-related expense as compared to the prior year quarter. SG&A expense as a percentage of net sales increaseddecreased to 23.4%14.2% for the three months ended MarchJune 31,30, 2026 compared to 16.8%15.6% for the three months ended MarchJune 31,30, 2025.
The following table sets forth the Company’s operating (loss) income and operating (loss) income as a percentage of net sales by reportable segment for the three months ended MarchJune 31,30, (in thousands):
The Agtech segment generated an operating margin of 6.0%10.0% in the current year quarter compared to 7.5%(0.9)% in the prior year quarter. Operating margin declinedincreased year over year due to lowerhigher organicvolumes, volumes.along with prior year costs related to the acquisition of Lane Supply in 2025.
The Infrastructure segment generated an operating margin of 19.3%23.5% during the three months ended MarchJune 31,30, 2026 compared to 24.7%28.1% during the three months ended MarchJune 31,30, 2025. The margin decline year over year was the result of business mix.mix and lower volume.
Unallocated corporate expenses increased $20.5$1.7 million to $31.7$12.4 million during the three months ended MarchJune 31,30, 2026 from $11.2$10.7 million during the three months ended MarchJune 31,30, 2025. The increase was primarily the result of higher acquisition-related expense as compared to the prior year quarter.
The Company recorded interest expense of $13.0 million during the three months ended March 31, 2026 associated with the new issuance of debt to fund the acquisition of OmniMax. The Company recorded interest income of $1.6 million for the three months ended March 31, 2025, the result of earnings on certain interest-bearing cash accounts.
TheInterest Companyexpense recordedincreased otheryear incomeover ofyear $0.8with $21.0 million for the three months ended MarchJune 31,30, 2026,2026 compared to other expense of $0.1$0.4 million for the three months ended MarchJune 31,30, 2025. The increase in expense was primarily due to the new issuance of debt to fund the acquisition of OmniMax earlier in the year.
The Company recorded other expense of $0.9 million for the three months ended June 30, 2026, compared to other income of $0.1 million for the three months ended June 30, 2025.
The Company recognized a benefitprovision offor income taxes of $4.6$10.6 million, with an effective tax rate of 27.7%28.0% for the three months ended MarchJune 31,30, 2026. The effective tax rate for the three months ended MarchJune 31,30, 2026 was greater than the U.S. federal statutory rate of 21% due to state taxes and nondeductible permanent differences partially offset by benefits related to tax credit generation or utilization. The Company recognized a provision for income taxes of $7.1$9.8 million, with an effective tax rate of 23.5%25.0% for the three months ended MarchJune 31,30, 2025. The effective tax rate for the three months ended MarchJune 31,30, 2025 was greater than the U.S. federal statutory rate of 21% due to state taxes and nondeductible permanent differences partially offset by benefits related to tax credit generation or utilization and favorable discrete items due to an excess tax benefit on stock-based compensation.
Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025
The following table sets forth selected results of operations data and percentage of net sales for the six months ended June 30 (in thousands):
The following table sets forth the Company’s net sales by reportable segment for the six months ended June 30, (in thousands):
Consolidated net sales increased by $310.0 million, or 55.8%, to $865.8 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was driven by sales generated from acquisitions of $303.6 million, primarily the result of the Company's current year acquisition of OmniMax along with incremental sales generated from the Company's prior year acquisitions. Organic growth of 1%, the result of price increases to align with rising commodity costs, also contributed to the increase in net sales.
Net sales in the Company's Residential segment increased $297.0 million, or 72.4%, to $707.3 million for the six months ended June 30, 2026 compared to $410.3 million for the six months ended June 30, 2025. The higher net sales was driven by acquisitions of $291.8 million primarily generated from the current year acquisition of OmniMax, along with incremental sales generated by the prior year acquisitions of the three metal roofing manufacturers. Organic net sales increased 1%, the result of timing of price/cost adjustments.
Net sales in the Company's Agtech segment increased 15.4%, or $15.3 million, to $114.5 million for the six months ended June 30, 2026 compared to $99.1 million for the six months ended June 30, 2025. The revenue increase was largely due to $11.8 million of incremental sales generated from the prior year acquisition of Lane Supply, along with an increase in organic sales, due to timing of projects. Backlog decreased 34% year over year in this segment.
Net sales in the Company's Infrastructure segment decreased $2.4 million, or 5.2%, to $44.1 million for the six months ended June 30, 2026 compared to $46.5 million for the six months ended June 30, 2025, impacted by timing of projects. Backlog increased 2% from the prior year, as demand and quoting activity remained strong.
The Company's consolidated gross margin decreased to 24.4% for the six months ended June 30, 2026 compared to 28.4% for the six months ended June 30, 2025. The decrease was driven by business and product line mix, unfavorable alignment of price/material cost, amortization of fair market value adjustments from business combinations and the impact of ongoing integration activities, partially offset by overall continued operational efficiencies along with 80/20 initiatives.
Selling, general, and administrative ("SG&A") expense increased by $66.1 million, or 73.8% to $155.6 million for the six months ended June 30, 2026 compared to $89.5 million for the six months ended June 30, 2025. The $66.1 million increase was primarily due to incremental SG&A expense incurred in connection with recent acquisitions, along with higher acquisition-related expense as compared to the prior year. SG&A expense as a percentage of net sales increased to 18.0% for the six months ended June 30, 2026 compared to 16.1% for the six months ended June 30, 2025.
The following table sets forth the Company’s operating income and operating income as a percentage of net sales by reportable segment for the six months ended June 30, (in thousands):
The Residential segment generated an operating margin of 11.4% in the current year compared to 18.3% in the prior year. Operating margin declined year over year, primarily as a result of price/cost alignment, early stage production inefficiencies and the timing of productivity and integration actions and acquisition charges, along with business and product mix during the current year.
The Agtech segment generated an operating margin of 8.1% in the current year compared to 2.9% in the prior year. Operating margin increased year over year due to higher organic volumes, along with prior year costs related to the acquisition of Lane Supply.
The Infrastructure segment generated an operating margin of 21.7% during the six months ended June 30, 2026 compared to 26.5% during the six months ended June 30, 2025. The margin decline year over year was the result of business mix and lower volume.
Unallocated corporate expenses increased $22.2 million to $44.2 million during the six months ended June 30, 2026 from $21.9 million during the six months ended June 30, 2025. The increase was primarily the result of higher acquisition-related expense as compared to the prior year.
The Company recorded interest expense of $34.0 million during the six months ended June 30, 2026 associated with the new issuance of debt to fund the acquisition of OmniMax. The Company recorded interest income of $1.3 million for the six months ended June 30, 2025, the result of earnings on certain interest-bearing cash accounts.
The Company recognized a provision for income taxes of $6.0 million, with an effective tax rate of 28.2% for the six months ended June 30, 2026. The effective tax rate for the six months ended June 30, 2026 was greater than the U.S. federal statutory rate of 21% due to state taxes and nondeductible permanent differences partially offset by benefits related to tax credit generation or utilization. The Company recognized a provision for income taxes of $16.9 million, with an effective tax rate of 24.4% for the six months ended June 30, 2025. The effective tax rate for the six months ended June 30, 2025 was greater than the U.S. federal statutory rate of 21% due to state taxes and nondeductible permanent differences partially offset by benefits related to tax credit generation or utilization and favorable discrete items due to an excess tax benefit on stock-based compensation.
The Company expects that its primary cash requirements over the next twelve months will include working capital, capital expenditures, and debt service requirements. The Company believes that cash flows from operations, together with available cash on hand and borrowing capacity under the Revolving Credit Facility—which had approximately $466.6$470.3 million of availability as of MarchJune 31,30, 2026—will be sufficient to meet these short-term liquidity requirements. The Company currently expects to continue generating positive operating cash flows during this period and does not anticipate needing to materially increase borrowings to fund its short-term obligations.
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. 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. 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. As of MarchJune 31,30, 2026 and December 31, 2025, the Company's international subsidiaries held $5.4$5.1 million and $4.4 million of cash, respectively.
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. As of MarchJune 31,30, 2026, the Company has not purchased any shares under this authorized program.
The following table sets forth selected cash flow data for the threesix months ended MarchJune 31,30, (in thousands):
Net cash usedprovided inby operating activities of continuing operations for the threesix months ended MarchJune 31,30, 2026 of $34.5$10.0 million consisted of lossincome from continuing operations of $12.0$15.3 million, non-cash net charges totaling $20.2$45.8 million, which include depreciation, amortization, stock-based compensation and other non-cash charges, and $42.7$51.1 million of cash invested in working capital and other net operating assets. The cash invested in working capital and other net operating assets was primarily the result of increases in accounts receivable and inventory, partially offset by increases in accounts payable, largely the result of seasonal demand, as well as settlement of assumed liabilities related to success-based costs incurred by OmniMax as a result of the sale.
Net cash provided by operating activities of continuing operations for the threesix months ended MarchJune 31,30, 20262025 of $5.1$48.6 million consisted of income from continuing operations of $23.1$52.6 million, non-cash net charges totaling $9.5$22.7 million, which include depreciation, amortization, stock-based compensation and other non-cash charges, and $27.5$26.7 million of cash invested in working capital and other net operating assets. The cash invested in working capital and other net operating assets was primarily the result of increases in accounts receivable and inventory, partially offset by increases in accounts payable, largely the result of seasonal demand.
Net cash used in investing activities of continuing operations for the threesix months ended MarchJune 31,30, 2026 of $1,346.0$1,350.9 million primarily reflected the acquisition of OmniMax for $1,337.9$1,337.6 million and a $2.1 million acquisition-payable payment related to one of the metal roofing businesses acquired in 2025, as well as net capital expenditures of $6.0$11.2 million.
Net cash used in investing activities of continuing operations for the threesix months ended MarchJune 31,30, 2025 ofwas $195.0$221.6 million wasmillion, primarily due to the acquisitions of Lane Supply and the two metal roofing related businesses totalingof $184.6$192.9 million.million, To a lesser extent,and net capital expenditures of $10.7$29.0 million,million largely related to the purchases of two facilities. These investments were partially offset by a receipt of athe $0.3 million final working capital settlement resultingreceived fromin connection with the sale of the Company's electronic locker business within the Company's Residential segment in the fourth quarter of 2024, also contributed to the net investment of cash.2024.
Net cash provided by financing activities totaled $1,216.9$1,212.8 million for the threesix months ended MarchJune 31,30, 2026 primarily reflected $1,325.0$1,321.0 million of proceeds from long-term debt, which were used to fund the acquisition of OmniMax, refinance certain existing indebtedness, and pay related fees and expenses. These inflows were partially offset by $75.0 million of long-term debt repayments, $29.3 million of debt issuance cost payments, $3.4 million was used to repurchase common stock related to the net settlement of tax obligations for participants in the Company's equity incentive plans, and a $0.5 million excise tax payment related to the repurchase of common stock in 2025 under the Company's authorized share repurchase program.
Net cash used in financing activities for the threesix months ended MarchJune 31,30, 2025 of $62.4$62.5 million consisted of common stock repurchases. The Company paid $60.0 million during the threesix months ended MarchJune 31,30, 2025 forrelated to the repurchase of 914,679 shares under the Company's authorized share repurchase program. The remainder of the repurchased common stock of $2.4$2.5 million related to the net settlement of tax obligations for participants in the Company's equity incentive plans.
There have been no material changes to the Company's critical accounting estimates during the quarter ended MarchJune 31,30, 2026 from those disclosed in the consolidated financial statements and accompanying notes contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.
ROCK insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 3 Form 4 filings (3 insiders, 3 trade dates, 22,135 shares, about $823.4K) and open-market sales in 0 filings. Net open-market shares: 22,135 (purchases minus sales); net value about $823.4K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-08-19 | Lovechio Joseph A |
Shares withheld for tax | 638 | $47.85 | $30.5K |
| 2026-05-26 | Bosway William T |
Open-market purchase | 19,735 | $37.44 | $738.9K |
| 2026-05-21 | Bolanowski Katherine |
Open-market purchase | 144 | $35.66 | $5.1K |
| 2026-05-21 | Bolanowski Katherine |
Open-market purchase | 1,256 | $35.63 | $44.8K |
| 2026-05-20 | Lovechio Joseph A |
Open-market purchase | 1,000 | $34.62 | $34.6K |
| 2026-05-07 | Mizell Gwendolyn G |
Grant/award | 3,059 | $37.59 | $115.0K |
| 2026-05-07 | Nish James B |
Grant/award | 3,059 | $37.59 | $115.0K |
| 2026-05-07 | Myers Linda Kristine |
Grant/award | 3,059 | $37.59 | $115.0K |
| 2026-05-07 | Pope Atlee Valentine |
Grant/award | 3,059 | $37.59 | $115.0K |
| 2026-05-07 | Shah Manish H |
Grant/award | 3,059 | $37.59 | $115.0K |
| 2026-05-07 | Metcalf James S |
Grant/award | 3,059 | $37.59 | $115.0K |
| 2026-05-07 | Barberio Mark G |
Grant/award | 3,059 | $37.59 | $115.0K |
| 2026-04-26 | Catlett Janet Anne |
Shares withheld for tax | 169 | $39.57 | $6.7K |
Well-known investors holding ROCK (13F)
None of the 59 investors we track reported a position in their latest 13F.