ROCK · Gibraltar Industries, Inc.

This filing documents Gibraltar’s transformative $1.335 billion acquisition of OmniMax, a vertically integrated residential building products manufacturer specializing in roof drainage and accessory systems. The transaction—completed on February 2, 2026—marks Gibraltar’s largest strategic expansion into complementary end markets, adding scale, geographic reach (16 North American facilities), and product diversification. OmniMax’s audited 2025 results show revenue growth (+7.3% YoY) but persistent net losses ($17.8M), driven by high interest expense ($56.4M) and amortization ($42.7M), underscoring the capital-intensive nature of its business and prior leveraged ownership by Strategic Value Partners. The pro forma financials reveal material balance sheet and income statement impacts: Gibraltar’s standalone $97.6M net income drops to $36.9M pro forma due to $56.4M added interest cost and $32.2M in transaction-related adjustments—confirming significant near-term earnings dilution. Critically, the $430.8M goodwill allocation signals substantial intangible value placed on OmniMax’s customer relationships ($350.3M allocated), brand portfolio, and market position. Financing was fully debt-funded ($1.8B total), increasing Gibraltar’s leverage materially—pro forma long-term debt stands at $1.266B, up from zero pre-acquisition. While no synergies or cost savings are reflected in the pro forma statements per Regulation S-X Article 11, management’s decision not to include ‘Management’s Adjustments’ suggests caution in quantifying near-term integration benefits. Investors should monitor post-close purchase price allocation finalization, which may materially revise goodwill and intangible asset valuations, and assess how quickly Gibraltar can stabilize OmniMax’s cash flow profile—evidenced by its $6.6M operating cash outflow in 2025 versus $12.0M inflow in 2024.