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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On February 2, 2026 (the “Acquisition Date”), Gibraltar Industries, Inc. (“Gibraltar”) completed the previously announced acquisition of OmniMax International, LLC (“OmniMax”). Pursuant to the Securities Purchase Agreement, dated November 16, 2025 (the “Purchase Agreement”), by and among Gibraltar, Barnsbury Estate LLC (“Seller”) and Arundel Square Garden, LLC (“Arundel”), Gibraltar purchased from Seller all of the issued and outstanding equity interests of Arundel, which is the indirect owner of 100% of OmniMax (the “Acquisition”). The all-cash transaction was valued at $1.335 billion, subject to customary adjustments.

The Acquisition will be accounted for as a business combination in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) (pursuant to Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”)), with Gibraltar treated as the “acquirer” and OmniMax treated as the “acquired” company for financial reporting purposes. Gibraltar will control OmniMax as it will beneficially own 100% of the outstanding membership interests in OmniMax. The unaudited pro forma condensed combined financial statements were prepared in accordance with the acquisition method of accounting. Under the acquisition method of accounting, the purchase price is allocated to the identifiable tangible and intangible assets acquired and liabilities assumed based on their respective estimated fair values with any excess purchase price allocated to goodwill. Significant estimates and assumptions were used in determining the preliminary purchase price and the preliminary purchase price allocation reflected in the unaudited pro forma condensed combined financial statements. The process of valuing the net assets of OmniMax immediately prior to the business combination for purposes of presentation within this unaudited pro forma condensed combined financial information is preliminary. As the unaudited pro forma condensed combined financial statements have been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.

In connection with the closing of the Acquisition, Gibraltar entered into new senior secured term loan facilities in an aggregate principal amount of $1.3 billion (the “Term Loans”), and a new, upsized, senior secured $500 million revolving credit facility (the “Revolving Credit Facility”). Proceeds from the Term Loans, together with borrowings under the Revolving Credit Facility and cash on hand, were used to fund the Acquisition, to refinance certain indebtedness in connection therewith, to pay related fees, costs and expenses and to fund certain upfront fees.

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses”. Article 11 of Regulation S-X provides requirements to depict the accounting for the Acquisition (“Transaction Accounting Adjustments”) and the option to present reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). Gibraltar has elected not to present Management’s Adjustments in the unaudited pro forma condensed combined financial statements. The results set forth in the unaudited pro forma condensed combined financial information include adjustments that give effect to events that are directly attributable to the Acquisition.

The unaudited pro forma condensed combined balance sheet as of December 31, 2025 gives effect to the Acquisition and the debt financing (see Note 6 for further details) as if they were consummated on December 31, 2025, and combines the audited consolidated balance sheet of Gibraltar as of December 31, 2025 with the audited consolidated balance sheet of OmniMax as of December 31, 2025.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 gives effect to the Acquisition and the debt financing (see Note 6 for further details) as if they were consummated on January 1, 2025, the first day of Gibraltar’s fiscal year 2025, and combines the audited consolidated statement of operations of Gibraltar for the year ended December 31, 2025 with the audited consolidated statement of operations of OmniMax for the year ended December 31, 2025.

This unaudited pro forma condensed combined financial information has been prepared using the following financial statements:

The unaudited pro forma combined condensed financial statements should be read in conjunction with Gibraltar’s and OmniMax’s historical financial statements described above, and the accompanying notes to the unaudited pro forma combined condensed financial statements, which describe the assumptions and estimates underlying the adjustments set forth therein. The pro forma adjustments, which management believes are reasonable under the circumstances, are preliminary and are based upon available information and certain assumptions described in the accompanying notes to the unaudited pro forma condensed combined financial information. Accordingly, the actual financial condition or performance of Gibraltar following completion of the Acquisition in subsequent periods may differ materially from that which is reflected in the unaudited pro forma combined condensed financial statements. The pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Transactions in subsequent periods may differ materially from that which is reflected in the unaudited pro forma combined condensed financial statements. Additionally, the final determination of the purchase consideration and purchase price allocation, upon the completion of the Acquisition, will be based on OmniMax’s net assets as of the Acquisition Date and will depend on a number of factors that cannot be predicted with certainty at this time. Actual results and valuations may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information presented is for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the Acquisition and the debt financing had been completed on the dates set forth above, nor is it indicative of future results or financial position. The unaudited pro forma combined condensed financial statements do not include the realization of any cost savings from operating efficiencies, synergies or other activities, or the recognition of any cost increases or dis-synergies that might result from the Acquisition.

In an effort to present the unaudited pro forma condensed combined financial statements in a manner that we believe is clear and most useful to the potential users of these unaudited pro forma condensed combined financial statements, we have presented the values contained herein in thousands (unless otherwise stated).

GIBRALTAR INDUSTRIES, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF DECEMBER 31, 2025

(in thousands)

See accompanying notes to unaudited pro forma financial information.

GIBRALTAR INDUSTRIES, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2025

(in thousands)

See accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Statements

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1 – Description of the transaction

On November 16, 2025, Gibraltar entered into the Purchase Agreement with Seller and Arundel. On the Acquisition Date, pursuant to the terms of the Purchase Agreement, Gibraltar purchased 100% of the issued and outstanding equity interests of Arundel, which is the 100% indirect owner of OmniMax, for cash consideration (as further described in Note 3).

Additionally, OmniMax’s historical debt was repaid by Gibraltar in connection with the Acquisition (as further described in Note 6). To fund the Acquisition, Gibraltar used a combination of existing cash resources and proceeds from committed debt financing of $1.8 billion (as further described in Note 6).

Note 2 – Basis of presentation

The unaudited pro forma condensed combined financial information and related notes are prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses”.

 

The Acquisition will be accounted for under the acquisition method of accounting for business combinations pursuant to the provisions of ASC 805 with Gibraltar treated as the “acquirer” and OmniMax treated as the “acquired” company for financial reporting purposes. Gibraltar will control OmniMax as it will beneficially own 100% of the outstanding membership interests in OmniMax. Under the acquisition method of accounting, the estimated purchase price will be allocated to OmniMax’s assets acquired and liabilities assumed based upon their estimated fair values, using the fair value concepts defined in ASC Topic 820, Fair Value Measurement, at the date of completion of the Acquisition. Any excess purchase price over the preliminary estimate of the fair value of identified assets acquired and liabilities assumed will be recognized as goodwill. Significant judgment is required in determining the preliminary fair values of identified intangible assets, property, plant and equipment, inventories, certain other assets, and assumed liabilities. These preliminary valuations of assets acquired, and liabilities assumed are determined using market, income and cost approaches from the perspective of a market participant, which requires estimates and assumptions including, but not limited to, estimating future cash flows in addition to developing the appropriate market discount rates and obtaining available market pricing for comparable assets. The final valuation may materially change the allocation of the purchase price, which could materially affect the fair values assigned to the assets and liabilities and could result in a material change to the unaudited pro forma condensed combined financial information.

 

The historical audited and unaudited consolidated financial statements of Gibraltar were prepared in accordance with US GAAP and are presented in US dollars. The historical audited consolidated financial statements and unaudited consolidated financial statements of OmniMax were prepared in accordance with US GAAP and shown in US dollars. Certain reclassifications have been made in order to align the historical presentation of OmniMax to Gibraltar. Refer to Note 8 for these reclassification adjustments.

The unaudited pro forma condensed combined balance sheet as of December 31, 2025 gives effect to the Acquisition and the debt financing as if they were consummated on December 31, 2025 and combines the audited consolidated balance sheet of Gibraltar as of December 31, 2025 with the audited consolidated balance sheet of OmniMax as of December 31, 2025.

The unaudited pro forma condensed combined financial information is based on the information available at the time of its preparation and is not necessarily indicative of what the actual results of operations and financial position would have been had the Acquisition and the debt financing taken place on the dates indicated, nor is it indicative of the future consolidated results of operations or financial position of Gibraltar. Actual results may differ materially from the assumptions within the unaudited pro forma condensed combined financial information.

The unaudited pro forma combined condensed financial statements are intended to provide information about the impact of the Acquisition as if it had been consummated earlier. The pro forma adjustments are based on available information and certain assumptions that management believes are factually supportable and are expected to have an impact on the consolidated results of operations or financial position of Gibraltar.

 

Accounting policies and reclassification

For the purposes of preparing the unaudited pro forma condensed combined financial information, Gibraltar conducted a preliminary review of OmniMax’s accounting policies to identify significant differences. Based on its preliminary review, management identified certain reclassification adjustments to conform OmniMax’s historical financial statement presentation to Gibraltar’s financial statement presentation (as presented in Note 8 below). Management will perform a comprehensive review of the two entities’ accounting policies. As a result of the review, management may identify differences between the financial statement classifications of the two entities which, when conformed, could have a material impact on the consolidated financial statements of OmniMax and Gibraltar. The unaudited pro forma condensed combined financial information has been prepared in a manner consistent with Gibraltar’s pre-Acquisition accounting policies.

Note 3 – Consideration transferred

The following table presents the preliminary estimate of the fair value of the consideration transferred for the Acquisition:

(in thousands)
Cash consideration to former shareholders (a)		$	703,593
Indebtedness payoff  (b)			630,193
Escrow payments (c)			10,000
Total consideration transferred		$	1,343,786

Note 4 – Preliminary fair values of assets acquired and liabilities assumed

The following table presents preliminary estimates of fair values of OmniMax’s assets that Gibraltar acquired and OmniMax’s liabilities that Gibraltar assumed as of the Acquisition Date. Gibraltar’s preliminary estimates are based on the information that was available as of the date of this filing. As discussed in Note 2 above, the preliminary estimated allocation will be subject to further refinement, as new information becomes available, and may result in material changes. These changes, as discussed herein, will primarily relate to the estimated fair value of the consideration transferred and the fair value assigned to all tangible and intangible assets and liabilities acquired and identified. The final purchase price and goodwill could differ significantly from the current estimate, which could materially impact these unaudited pro forma condensed combined financial statements.

This preliminary purchase price allocation has been used to prepare the Transaction Accounting Adjustments in the unaudited pro forma condensed combined balance sheet and unaudited pro forma condensed combined statement of operations presented above. The final purchase price allocation will be determined when Gibraltar has completed the detailed valuations and necessary calculations. The estimated purchase price of the Acquisition has been allocated on a preliminary basis to the acquired tangible and identifiable intangible assets and assumed liabilities based on management’s current estimate of fair value with the excess cost over net tangible and identifiable intangible assets acquired being determined as goodwill. Management retained the services of a third party to assist in the preliminary valuation of the identifiable intangible assets acquired. These allocations are subject to change pending a final determination of the purchase price of OmniMax, the identification of additional acquired assets and assumed liabilities and the allocation of the final purchase price to the fair value of acquired assets and assumed liabilities.

The completion of Gibraltar’s accounting for the Acquisition, including assessing accounting policies for conformity, the determination of final purchase price, the identification of acquired assets and assumed liabilities, the allocation of the final purchase price to the fair value of acquired assets and assumed liabilities and changes in the amortization periods of amortizable assets may cause differences from the information presented herein and those differences may be material.

Note 5 - Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2025

 

 

 

		As of
(in thousands)		December 31, 2025
Member’s capital		$	201,658
Accumulated loss			(307,716	)
Accumulated other comprehensive loss, net			(4,437	)
OmniMax’s member’s deficit		$	(110,495	)

		As of
(in thousands)		December 31, 2025
Elimination of OmniMax’s historical net book value of ROU assets		$	(83,857	)
Preliminary remeasurement of acquired ROU assets			114,523
Net pro forma transaction accounting adjustment to ROU assets, net		$	30,666

		As of
(in thousands)		December 31, 2025
Elimination of OmniMax’s historical current operating lease liabilities		$	(4,921	)
Preliminary remeasurement of current operating lease liabilities			5,678
Net pro forma transaction accounting adjustment to accrued expenses		$	757

(USD in thousands)		Estimated fair value			Estimated Useful Lives		Estimated annual amortization expense
Trade names		$	110,000		18 years			6,111
Customer Relationships			530,000		15 years			35,333
Identifiable intangible assets		$	640,000					41,444

Pro forma amortization is preliminary and based on the use of straight-line amortization. The amount of amortization following the Acquisition may differ significantly between periods based upon the final values assigned, amortization methodology used for each identifiable intangible asset and estimated useful lives for each identifiable intangible asset.

Refer to Note 7(b) for details of proforma adjustments pertaining to amortization of intangibles.

 

		As of
(in thousands)		December 31, 2025
Accrued expenses		$	343
Current portion of long-term debt			5,960
Long-term debt			599,780
Total outstanding debt			606,083

Note 6 – Financing Adjustments

In connection with Acquisition, Gibraltar entered into new senior secured term loan facilities in an aggregate principal amount of $1.3 billion and a new, upsized $500 million revolving credit facility (the “New Credit Facilities”).

Gibraltar financed the Acquisition in part using the net proceeds from the New Credit Facilities, which included a $650 million Term Loan A (the “Term Loan A”), and a $650 million Term Loan B (the “Term Loan B”) and borrowings under the new revolving credit facility in the amount of $10.0 million. The proceeds from the New Credit Facilities, issued at discount, were used to finance the Acquisition and to repay certain existing indebtedness of OmniMax, repayment of which is reflected as part of the consideration transferred (refer to Note 3).

 

 

 

 

 

Note 7 - Adjustments to the Unaudited Pro Forma Condensed Combined Statements

(in thousands)		Year ended December 31, 2025
Fair value step-up of the existing inventory written-off (Refer to note (i) below)		$	7,308
Reversal of depreciation for historical property, plant & equipment			(7,340	)
Recognition of depreciation on property, plant & equipment recognized as part of the Acquisition			7,415
Reversal of historical lease expense			(10,731	)
Recognition of lease expense based on lease remeasurement as part of the Acquisition			12,285
Net pro forma transaction accounting adjustment—cost of sales expenses		$	8,937

Notes:

(in thousands)		Year ended December 31, 2025
Reversal of historical amortization expense for historical intangibles		$	(33,344	)
Recognition of amortization pertaining to intangibles recognized as part of the Acquisition			41,444
Reversal of depreciation for historical property, plant & equipment			(1,999	)
Recognition of depreciation on property, plant & equipment recognized as part of the Acquisition			2,019
Reversal of historical lease expense			(1,118	)
Recognition of lease expense based on lease remeasurement as part of the Acquisition			1,154
Transaction costs expected to be incurred (Refer to note (i) below)			15,122
Net pro forma transaction accounting adjustment— selling, general and administrative expenses		$	$23,278

Notes:

For the year ended December 31, 2025, the pro forma weighted average shares outstanding and proforma net income (loss) per share were calculated as follows:

(in thousands, except per share data)		Year ended December 31, 2025
Pro forma combined net income from continuing operations attributable to common stockholders			36,874
Historical weighted-average number of common shares outstanding
Basic			29,875
Diluted			29,984
Pro forma weighted-average number of common shares outstanding
Basic			29,875
Diluted			29,984
Pro forma net income per common share
Basic			1.23
Diluted			1.23

Note 8 – Reclassification Adjustments

 

The tables below represent the reclassification adjustments for certain financial statement line items, as reported by OmniMax under US GAAP, to align with the expected classifications of Gibraltar, post-Acquisition. Those balances not specifically referenced below have been presented within the equivalent Gibraltar caption.

OmniMax International, LLC

Balance Sheet as of December 31, 2025

Reclassification Adjustments

Notes:

 

OmniMax International, LLC

Income Statement for the Year Ended December 31, 2025

Reclassification Adjustments

Notes:

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