Gibraltar Industries (ROCK) VP reports tax share withholding and RSU balances

Rhea-AI Filing Summary

Gibraltar Industries VP and CHRO Janet Anne Catlett reported a Form 4 showing 3,246 shares of common stock withheld on March 4, 2026 at $43.05 per share to cover tax obligations from vesting performance stock units. After this tax-withholding disposition, she directly owned 13,587 common shares. The filing also shows holdings of 2018 Management Stock Purchase Plan restricted stock units, with balances of 2,052.45 and 866.44 units that are ultimately payable solely in cash based on the company’s stock price after her service as an officer ends.

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

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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^*

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)
03/04/2026

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	03/04/2026		F		3,246(1)	D	$43.05	13,587	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)(2)	(3)							(3)	(3)	Common Stock	2,052.45		2,052.45	D
Restricted Stock Unit (2018 MSPP)(4)	(5)							(5)	(5)	Common Stock	866.44		866.44	D

Explanation of Responses:

1. Represents shares withheld to cover the tax withholding obligation related to the vesting on March 1, 2026 of the Reporting Person's Performance Stock Units.

2. 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.

3. 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.

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	03/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did ROCK executive Janet Anne Catlett report?

Janet Anne Catlett reported 3,246 Gibraltar Industries shares withheld to cover taxes from vesting performance stock units. The shares were valued at $43.05 each, reflecting a tax-withholding disposition rather than an open-market sale, and left her with 13,587 directly owned shares.

Did the ROCK Form 4 show an open-market stock sale by the VP, CHRO?

The Form 4 did not show an open-market sale by the VP, CHRO. Instead, 3,246 shares were withheld at $43.05 per share to satisfy tax withholding on vested performance stock units, a routine administrative transaction tied to equity compensation vesting.

How many Gibraltar Industries shares does Janet Anne Catlett own after this transaction?

After the reported tax-withholding disposition, Janet Anne Catlett directly owned 13,587 shares of Gibraltar Industries common stock. This total reflects her holdings following the withholding of 3,246 shares related to the vesting of performance stock units on March 1, 2026.

What restricted stock unit balances were disclosed for ROCK’s 2018 Management Stock Purchase Plan?

The filing shows 2,052.45 matching restricted stock units and 866.44 additional restricted stock units under the 2018 Management Stock Purchase Plan. These units relate to deferred salary and incentive compensation and are ultimately settled in cash based on Gibraltar Industries’ common stock value.

Are the ROCK Management Stock Purchase Plan restricted stock units settled in stock or cash?

The restricted stock units under the 2018 Management Stock Purchase Plan are settled solely in cash, not in shares. Upon termination of service as an officer, each unit pays an amount equal to the fair market value of one Gibraltar Industries common share, in lump sum or installments.

When are Gibraltar Industries’ restricted stock units forfeited or paid out for this officer?

Certain restricted stock units are forfeited if the officer’s service ends before the fifth anniversary of the vesting start date. If service continues beyond that date, units are paid in cash beginning six months after termination, either in one lump sum or five or ten annual installments.