Gibraltar Industries (ROCK) VP logs tax-withholding share move and RSU balances

Rhea-AI Filing Summary

Gibraltar Industries VP and CHRO Janet Anne Catlett reported a small tax-related share disposition and updated equity holdings. On March 1, 2026, she disposed of 184 shares of common stock at $45.48 per share to cover taxes by delivering shares, a non-open-market transaction coded as a tax-withholding disposition. After this, she directly held 13,769 common shares.

The filing also updates her interests in deferred compensation restricted stock units under Gibraltar’s 2018 Management Stock Purchase Plan. She held 2,052.45 matching RSUs tied to deferred salary and incentive compensation and 866.44 additional RSUs from cash incentive deferrals. These RSUs are payable only in cash after she leaves officer service, based on the future fair market value of Gibraltar’s common stock and distributed either in a lump sum or in 5 or 10 annual installments, depending on her prior election.

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

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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)
03/01/2026

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	03/01/2026		F		184	D	$45.48	13,769	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)							(2)	(2)	Common Stock	2,052.45		2,052.45	D
Restricted Stock Unit (2018 MSPP)(3)	(4)							(4)	(4)	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 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.

4. 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	03/03/2026
	** 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 did ROCK executive Janet Anne Catlett report in this Form 4?

Janet Anne Catlett reported a small tax-related share disposition and updated equity holdings. She delivered 184 Gibraltar Industries common shares to cover tax obligations and disclosed her current deferred compensation restricted stock unit balances under the 2018 Management Stock Purchase Plan.

How many Gibraltar Industries (ROCK) shares did Janet Anne Catlett dispose of?

She disposed of 184 shares of Gibraltar Industries common stock. The transaction was a tax-withholding disposition at $45.48 per share, using shares to satisfy tax liabilities rather than an open-market sale, leaving her with 13,769 directly held common shares afterward.

Was Janet Anne Catlett’s ROCK Form 4 transaction an open-market sale?

No, the transaction was not an open-market sale. It was coded as a tax-withholding disposition, meaning 184 shares were delivered to cover tax obligations. This type of transaction is commonly associated with equity awards rather than discretionary selling on the open market.

What restricted stock units does Janet Anne Catlett hold under ROCK’s 2018 MSPP?

She holds two types of restricted stock units under the 2018 Management Stock Purchase Plan. These include 2,052.45 matching RSUs from deferred salary and incentives, and 866.44 RSUs from deferred cash incentives, both linked to Gibraltar Industries’ common stock value and paid only in cash.

How and when are Janet Anne Catlett’s ROCK restricted stock units paid out?

The restricted stock units are payable solely in cash after her service as an officer ends. Payments begin six months following termination and are made either in one lump sum or in five or ten substantially equal annual installments, based on her previously elected distribution form.

Do Janet Anne Catlett’s ROCK restricted stock units convert into shares?

No, the restricted stock units convert into cash rather than shares. Each unit pays cash equal to the fair market value of one Gibraltar Industries common share on the termination date of her officer service, following the company’s 2018 Management Stock Purchase Plan terms and definitions.