ROCK Form 4: 9,675-share sale and 390.43 RSUs reported

Rhea-AI Filing Summary

Manish H. Shah, a director of Gibraltar Industries, Inc. (ROCK), reported a sale and a related restricted stock unit allocation on 10/10/2025. The filing shows a disposition of 9,675 shares of common stock (reported as a sale) and the allocation of 390.43 restricted stock units tied to deferred director retainer fees. After the reported transactions, the filing lists 6,339.3 shares beneficially owned by the reporting person. The restricted stock units are payable in cash upon termination of director service, either as a lump sum or in five or ten annual installments, and each unit converts to an amount equal to the 200-day average fair market value per share at termination. The Form is signed by an attorney-in-fact on behalf of Mr. Shah.

Positive

• Timely Section 16 disclosure filed for the transactions on 10/10/2025
• Deferred compensation is cash-settled via RSUs, avoiding immediate share dilution

Negative

• Director's direct holdings decreased by 9,675 shares, reducing reported ownership to 6,339.3 shares
• Future cash payouts for 390.43 RSUs will depend on the 200-day average fair market value at termination, creating variable future cash obligations

Insights

Corporate Governance Expert

TL;DR: Director reported a sizeable sale and recorded deferred RSUs payable in cash.

The filing documents a disposition of 9,675 shares and allocation of 390.43 restricted stock units related to deferred director retainer compensation. The RSUs are not equity shares today; they are payable in cash after the director leaves service and are valued using a 200-day rolling average at termination.

This reporting shows compliance with Section 16 disclosure requirements and clarifies the payment mechanics for deferred fees; monitor any future changes in ownership levels at typical quarterly reporting intervals.

Equity Markets Analyst

TL;DR: Reported sale reduces outstanding direct holdings; deferred units provide cash exposure, not immediate dilution.

The sale of 9,675 shares reduces the director's direct stake to 6,339.3 shares as reported. The 390.43 RSUs are denominated in cash on termination using the 200-day average price and therefore do not represent current share issuance or immediate dilution.

Investors tracking insider activity can view this as a decrease in direct share ownership on 10/10/2025; future cash settlement amounts will depend on the fair market value at the time of termination.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Shah Manish H

(Last) (First) (Middle)

3556 LAKE SHORE ROAD

P.O. BOX 2028

(Street)

BUFFALO NY 14219-0228

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GIBRALTAR INDUSTRIES, INC. [ ROCK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/10/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								9,675	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit (MSPP Post-2012)(1)	(1)	10/10/2025		A		390.43		(2)	(2)	Common Stock	390.43	$60.83	6,339.3	D

Explanation of Responses:

1. Represents restricted stock units allocated to the Reporting Person after 2012 with respect to the Reporting Person's deferral of a portion of his/her annual director retainer fee.

2. Restricted stock units are payable solely in cash in one lump sum payment or in five (5) or ten (10) consecutive, substantially equal annual installments, whichever distribution form is elected by the Reporting Person, beginning six (6) months following termination of service as a director of the Company. Each restricted stock unit is converted to cash in an amount equal to the fair market value (200 day rolling average) of one share of the Company's common stock on the date of termination of the Reporting Person's service as a director of the Company.

	/s/ Jeffrey J. Watorek, Attorney-in-Fact for Manish H. Shah	10/10/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Manish H. Shah report on Form 4 for ROCK?

The filing reports a disposition of 9,675 shares and the allocation of 390.43 restricted stock units, with 6,339.3 shares reported beneficially owned after the transaction.

When were the transactions reported for ROCK insider Manish H. Shah?

The transactions are reported with an earliest transaction date of 10/10/2025 and the Form 4 is signed on that date.

Are the restricted stock units payable in shares or cash?

The restricted stock units are payable solely in cash upon termination of director service, either as a lump sum or in five or ten annual installments.

How is the cash value of each restricted stock unit determined?

Each restricted stock unit converts to cash equal to the 200-day rolling average fair market value of one share on the termination date.

Did the Form 4 indicate who signed the filing?

Yes, the Form 4 is signed by Jeffrey J. Watorek, Attorney-in-Fact for Manish H. Shah on 10/10/2025.