Gibraltar (NASDAQ: ROCK) sells eBOS renewables unit to GameChange for $70M

Rhea-AI Filing Summary

Gibraltar Industries has sold its Renewables electrical balance-of-systems (eBOS) business to a subsidiary of GameChange Energy Technologies for $70 million in cash, subject to customary post-closing adjustments. The company plans to apply the sale proceeds toward reducing debt.

The Renewables eBOS business had previously been classified as held for sale and reported as discontinued operations as of June 30, 2025. Gibraltar states that this divestiture is the first step in a two-step process to realign its Renewables operations and sharpen its focus on building products and structures end-markets.

Insights

Corporate finance and strategy analyst

Gibraltar monetizes a non-core renewables asset for $70 million to reduce debt.

Gibraltar Industries completed the sale of its Renewables electrical balance-of-systems business to a GameChange Energy Technologies subsidiary for $70 million in cash, subject to post-closing adjustments. Management frames this as part of a deliberate portfolio simplification strategy.

The divested eBOS business had already been classified as held for sale and reported as discontinued operations as of June 30, 2025, suggesting its earnings were separated from ongoing operations. The company states that this transaction is the first of two steps to reposition its Renewables segment with industry leaders.

Gibraltar indicates it intends to use proceeds from this eBOS sale and a planned sale of its racking and foundations business to reduce debt. The eventual effect on leverage and interest expense will depend on total proceeds from both transactions, which will be clearer after completion of the second sale process.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 23, 2026 (February 20, 2026)

GIBRALTAR INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-22462

16-1445150

(State or other jurisdiction of  incorporation )

(Commission File Number)

(IRS Employer Identification No.)

3556 Lake Shore Road

P.O. Box 2028

Buffalo, New York 14219-0228

(Address of principal executive offices) (Zip Code)

(716) 826-6500

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.01 par value per share

ROCK

NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 8.01 Other Events

On February 20, 2026, Gibraltar Industries, Inc. (the “Company”) sold assets related to its Renewables electrical balance-of-systems business for net proceeds of approximately $70 million in cash, subject to working capital and other customary post-closing adjustments. The Renewables business was classified as held for sale and reported as discontinued operations in the Company's consolidated financial statements effective June 30, 2025.

A copy of the news release related to the sale of the Company's electrical balance-of-systems business is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits

    (a)-(c)    Not Applicable

    (d)    Exhibits:

Exhibit No.						Description
99.1						Press release issued by Gibraltar Industries, Inc. on February 23, 2026
104						Cover Page Interactive Data File (embedded with the Inline XBRL document)

2

SIGNATURES

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

						GIBRALTAR INDUSTRIES, INC.
Date:			February 23, 2026
						By:			/s/ Joseph A. Lovechio
									Joseph A. Lovechio
									Vice President and Chief Financial Officer

3

GIBRALTAR SELLS RENEWABLES ELECTRICAL BALANCE OF SYSTEMS (eBOS) BUSINESS TO GAMECHANGE ENERGY TECHNOLOGIES FOR $70 MILLION

Proceeds of sale to be applied to debt reduction

BUFFALO, N.Y., February 23, 2026 – Gibraltar Industries, Inc. (Nasdaq: ROCK), a leading manufacturer and provider of products and services for the residential, agtech, and infrastructure markets, today announced that it has sold its Renewables electrical balance-of-systems (eBOS) business to a subsidiary of GameChange Energy Technologies Corp. for $70 million in cash, subject to customary post-closing adjustments.

“The divestiture of our eBOS business is the first step in a two-step process to align the Renewables business with industry leaders who continue to broaden their portfolios,” stated Chairman and CEO Bill Bosway. “Our eBOS technology fills a strategic need for GameChange given their dedication to adding leading edge solutions for their solar customers.”

This sale supports Gibraltar’s strategic plan to simplify and focus its asset portfolio on the building products and structures end-markets. The company is also currently in the process of selling its Renewables racking and foundations business. Gibraltar intends to use the proceeds from both the eBos and racking and foundations transactions for the reduction of debt.

ADVISORS

Perella Weinberg served as Gibraltar’s financial advisor and Honigman LLP served as Gibraltar’s legal counsel.

ABOUT GIBRALTAR

Gibraltar is a leading manufacturer and provider of products and services for the residential, agtech, and infrastructure markets. Gibraltar’s mission, to make life better for people and the planet, is fueled by advancing the disciplines of engineering, science, and technology. Gibraltar is innovating to reshape critical markets in comfortable living and productive growing throughout North America. For more please visit www.gibraltar1.com.

FORWARD-LOOKING STATEMENTS

Certain information set forth in this release, other than historical statements, contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that are based, in whole or in part, on current expectations, estimates, forecasts, and projections about Gibraltar’s business, and management’s beliefs about future operations, results, and financial position. These statements are not guarantees of future performance and are subject to a number of risk factors, uncertainties, and assumptions. Actual events, performance, or results could differ materially from the anticipated events, performance, or results expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from current expectations include, among other things: tariffs and retaliatory tariffs imposed by the United States or other countries on imported goods, including raw materials used in the manufacturing of the Company’s products; changes to economic conditions and customer demand for the Company’s

products; the availability and pricing of principal raw materials and component parts, supply chain challenges causing project delays and field operations inefficiencies and disruptions, the loss of any key customers, adverse effects of inflation, the ability to continue to improve operating margins, the ability to generate order flow and sales and increase backlog; the ability to translate backlog into net sales, other general economic conditions and conditions in the particular markets in which Gibraltar operates, changes in spending due to laws and government incentives, such as the Infrastructure Investment and Jobs Act, changes in customer demand and capital spending, competitive factors and pricing pressures, the ability to develop and launch new products in a cost-effective manner, the ability to realize synergies from other newly acquired businesses, disruptions to IT systems, the impact of trade and regulation, rebates, credits and incentives and variations in government spending and ability to derive expected benefits from restructuring, productivity initiatives, liquidity enhancing actions, and other cost reduction actions. Before making any investment decisions regarding the Company, we strongly advise you to read the section entitled “Risk Factors” in the most recent annual report on Form 10-K which can be accessed under the “SEC Filings” link of the “Investor Info” page of the website at www.Gibraltar1.com. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable law or regulation.

CONTACTS

Alliance Advisors Investor Relations

Jody Burfening / Carolyn Capaccio

(212) 838-3777

Rock@allianceadvisors.com

FAQ

What business did Gibraltar Industries (ROCK) sell in this 8-K filing?

Gibraltar Industries sold its Renewables electrical balance-of-systems (eBOS) business to a subsidiary of GameChange Energy Technologies. The eBOS unit had already been classified as held for sale and reported as discontinued operations in Gibraltar’s consolidated financial statements effective June 30, 2025.

How much cash did Gibraltar Industries (ROCK) receive from the eBOS sale?

Gibraltar Industries received approximately $70 million in cash from the sale of its Renewables eBOS business, subject to working capital and customary post-closing adjustments. This cash consideration provides the company with flexibility as it executes its stated plan to apply proceeds toward reducing outstanding debt obligations.

How will Gibraltar Industries (ROCK) use proceeds from the eBOS sale?

Gibraltar intends to use the $70 million cash proceeds from the eBOS sale to reduce debt. The company also plans to use proceeds from a separate planned sale of its Renewables racking and foundations business for the same purpose, supporting balance sheet deleveraging efforts.

How does the eBOS sale fit Gibraltar Industries’ (ROCK) strategy?

Gibraltar states that selling the eBOS business is the first step in a two-step process to align its Renewables operations with industry leaders. The divestiture supports a broader strategic plan to simplify the portfolio and focus on building products and structures end-markets.

What is Gibraltar Industries (ROCK) planning for its Renewables racking and foundations business?

Gibraltar reports it is currently in the process of selling its Renewables racking and foundations business. The company intends to use proceeds from both this planned transaction and the completed eBOS sale to reduce debt, furthering its portfolio focus and capital structure objectives.

When was the Renewables eBOS business classified as discontinued operations by Gibraltar (ROCK)?

The Renewables electrical balance-of-systems business was classified as held for sale and reported as discontinued operations effective June 30, 2025. This accounting treatment separated the eBOS business from Gibraltar’s continuing operations before the announced sale to the GameChange Energy Technologies subsidiary.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 9.5 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.9 KB