Gibraltar (ROCK) Form 4 — 13,953-Share Sale by VP/CHRO; RSU Allocations Reported

Rhea-AI Filing Summary

Janet A. Catlett, Vice President and CHRO of Gibraltar Industries, Inc. (ROCK), filed a Form 4 reporting insider transactions dated 09/30/2025. The filing shows a disposition of 13,953 shares of common stock on 09/30/2025. The filing also records allocations of restricted stock units under the company’s 2018 Management Stock Purchase Plan: a matching Restricted Stock Unit (MSPP Match) entry of 71.68 units and a Restricted Stock Unit (2018 MSPP) amount of 866.44 units. The disclosures include plan terms that these restricted stock units are payable in cash upon termination or after specified service periods and that each unit converts to an amount equal to the fair market value of one share at payout. The Form 4 is signed by an attorney-in-fact on behalf of Ms. Catlett on 10/01/2025.

Positive

• RSU allocations under the 2018 MSPP indicate continued use of compensation instruments tied to retention and alignment with shareholder value
• Form 4 filed and signed (attorney-in-fact), demonstrating compliance with Section 16 reporting requirements

Negative

• Disposition of 13,953 common shares by an officer on 09/30/2025; the filing does not disclose sale price or proceeds

Insights

Financial Analyst

TL;DR: Routine compensation-related RSU allocations and a same-day sale of 13,953 shares; no forward-looking claims in the filing.

The Form 4 documents a disposal of 13,953 common shares and the allocation of restricted stock units tied to the 2018 Management Stock Purchase Plan. The RSU descriptions explicitly state cash-settlement mechanics and vesting/forfeiture conditions based on continued service, which indicates these awards are compensation and retention instruments rather than equity sales or purchases intended to signal a change in ownership strategy. The filing provides clear counts for disposed shares and RSU amounts but contains no prices for the common stock sale, and does not state proceeds or rationale for the sale.

Corporate Governance Expert

TL;DR: Disclosure appears complete for Section 16 purposes; transactions are compensation-plan driven with standard vesting and cash-settlement terms.

The disclosure identifies Ms. Catlett as an officer (VP, CHRO) and reports both a share disposition and RSU allocations under the company’s 2018 MSPP. The explanatory notes describe forfeiture if service ends before the fifth anniversary and cash payout options thereafter, consistent with executive compensation governance practices. The form is signed by an attorney-in-fact and supplies necessary plan descriptions. No governance exceptions, waivers, or unusual terms are disclosed in this filing.

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
Estimated average burden
hours per response:			0.5

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

1. Name and Address of Reporting Person^*

Catlett Janet Anne

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

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								13,953	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 (2018 MSPP Match)(1)	(2)	09/30/2025		A		71.68(3)		(2)	(2)	Common Stock	71.68	$0	1,985.37	D
Restricted Stock Unit (2018 MSPP)(4)	(5)							(5)	(5)	Common Stock	866.44		866.44	D

Explanation of Responses:

1. Represents matching restricted stock units allocated to the Reporting Person with respect to the Reporting Person's deferral of a portion of their annual base salary and annual cash incentive compensation pursuant to the Company's 2018 Management Stock Purchase Plan.

2. Restricted stock units are forfeited if Reporting Person's service as an officer of the Company is terminated prior to the fifth (5th) anniversary of the Reporting Person's vesting commencement date. If service as an officer continues beyond the fifth (5th) anniversary of the Reporting Person's vesting commencement date, 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. Each restricted stock unit is converted to cash in an amount equal to the fair market value of one share of the Company's common stock, as defined in the Company's 2018 Management Stock Purchase Plan, on the date of termination of the Reporting Person's service as an officer of the Company.

3. Represents matching restricted stock units allocated to the Reporting Person with respect to the Reporting Person's deferral of a portion of their annual base salary pursuant to the Company's 2018 Management Stock Purchase Plan.

4. Represents restricted stock units allocated to the Reporting Person with respect to the Reporting Person's deferral of a portion of their annual cash incentive compensation pursuant to the Company's 2018 Management Stock Purchase Plan.

5. 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. Each restricted stock unit is converted to cash in an amount equal to the fair market value of one share of the Company's common stock, as defined in the Company's 2018 Management Stock Purchase Plan, on the date of termination of the Reporting Person's service as an officer of the Company.

	/s/ Jeffrey J. Watorek, Attorney-in-Fact for Janet A. Catlett	10/01/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did Janet A. Catlett report on the Form 4 for ROCK?

The Form 4 reports a disposition of 13,953 shares of common stock on 09/30/2025 and allocations of restricted stock units under the 2018 Management Stock Purchase Plan (a 71.68-unit MSPP match and 866.44 RSUs).

When were the reported transactions executed?

The reported transactions have a transaction date of 09/30/2025, and the Form 4 was signed on 10/01/2025.

Are the restricted stock units payable in shares or cash?

The filing explicitly states the restricted stock units are payable solely in cash and each unit converts to an amount equal to the fair market value of one share at payout.

Do the RSUs have forfeiture or vesting conditions?

Yes. The RSUs are forfeited if the reporting person’s service as an officer is terminated before the fifth anniversary of the vesting commencement date; after continuing service past that point, payout is subject to elected distribution forms beginning six months after termination.

Does the filing disclose the sale price or proceeds for the 13,953-share disposition?

No. The Form 4 discloses the number of shares disposed (13,953) but does not provide a sale price or proceeds amount for that transaction.