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GIBRALTAR TO ACQUIRE OMNIMAX INTERNATIONAL November 17, 2025
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DISCLAIMER Forward-Looking Statements Certain information set forth in this presentation, other than historical statements, contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that are based, in whole or in part, on current expectations, estimates, forecasts, and projections about Gibraltar Industries, Inc.'s (the "Company" or "Gibraltar") business, and management’s beliefs about future operations, results, and financial position. These statements are not guarantees of future performance and are subject to a number of risk factors, uncertainties, and assumptions. Actual events, performance, or results could differ materially from the anticipated events, performance, or results expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from current expectations include, among other things: the occurrence of any event, change or other circumstances that could give rise to the termination of the securities purchase agreement with OmniMax (the "purchase agreement") or could cause the consummation of the proposed transaction contemplated by the purchase agreement to be delayed or to fail to occur; the failure to obtain certain required regulatory approvals or the failure to satisfy any of the other closing conditions to the completion of the proposed transaction within the expected timeframes or at all; risks related to disruption of management's attention from Gibraltar's ongoing business operations due to the proposed transaction; the effect of the announcement of the proposed transaction on the ability of Gibraltar to retain and hire key personnel and maintain relationships with its customers, suppliers and others with whom it does business, or on its operating results and business generally; the ability of Gibraltar to meet expectations regarding the timing and completion of the transaction, and the ability of Gibraltar to achieve expected cost and operational synergies; the outcome of any legal proceedings that may be instituted against Gibraltar related to the proposed transaction; tariffs and retaliatory tariffs imposed by the United States or other countries on imported goods, including raw materials used in the manufacturing of the Company’s products; changes to economic conditions and customer demand for the Company’s products; the availability and pricing of principal raw materials and component parts, supply chain challenges causing project delays and field operations inefficiencies and disruptions, the loss of any key customers, adverse effects of inflation, the ability to continue to improve operating margins, the ability to generate order flow and sales and increase backlog; the ability to translate backlog into net sales, other general economic conditions and conditions in the particular markets in which Gibraltar operates, changes in spending due to laws and government incentives, such as the Infrastructure Investment and Jobs Act, changes in customer demand and capital spending, competitive factors and pricing pressures, the ability to develop and launch new products in a cost-effective manner, the ability to realize synergies from other newly acquired businesses, disruptions to IT systems, the impact of trade and regulation, rebates, credits and incentives and variations in government spending and ability to derive expected benefits from restructuring, productivity initiatives, liquidity enhancing actions, and other cost reduction actions. Before making any investment decisions regarding the Company, we strongly advise you to read the section entitled “Risk Factors” in the most recent annual report on Form 10-K which can be accessed under the “SEC Filings” link of the “Investor Info” page of the website at www.Gibraltar1.com. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable law or regulation. Adjusted Financial Measures Gibraltar presents certain adjusted financial measures in this presentation including adjusted net sales and adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA), both a non-GAAP financial measure. Adjusted net sales and adjusted EBITDA represent the expected full year impact of businesses acquired during 2025 by Omnimax. Adjusted EBITDA further excludes special charges consisting of restructuring and severance related costs, acquisition transaction and integration related costs, and costs related to divestitures, along with the exclusion of interest, taxes, depreciation and amortization. Gibraltar believes that these non-GAAP financial measures provide useful information because they are used by management to evaluate the Company's operating performance. However, these financial measures are not intended to be considered in isolation of or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP and should be viewed in addition to, and not as an alternative to, GAAP measures. The non-GAAP financial measures Gibraltar presents may differ from similarly captioned measures presented by other companies. Adjusted EBITDA is also a useful measure of the Company’s ability to service debt and is one of the measures used for determining the Company’s debt covenant compliance. Gibraltar’s presentation of non-GAAP financial measures should not be construed as an inference that Gibraltar’s future results will be unaffected by unusual or non-recurring items. Reconciliations of non-GAAP measures related to full-year 2025 estimates have not been provided due to the unreasonable efforts it would take to provide such reconciliations due to the high variability, complexity and uncertainty with respect to forecasting and quantifying certain amounts that are necessary for such reconciliations. Notes Regarding Certain Information in this Presentation This presentation contains industry and statistical data that Gibraltar obtained from various third party sources. Nothing in the data used or derived from third party sources should be construed as investment advice. Some data and other information presented are also based on Gibraltar management’s good faith estimates and beliefs, derived from review of internal surveys and independent sources and experience, but Gibraltar has not independently verified them. These estimates and beliefs involve inherent risks and uncertainties and are based on assumptions that are subject to change. 2
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COMBINATION PROVIDES VALUE CREATION OPPORTUNITY FOR ALL STAKEHOLDERS 3 Optimizes portfolio and expands presence in largest and highly profitable residential segment Effectively doubles building products revenue and creates a more optimal platform for future performance Creates new opportunities in existing swim lanes with complementary footprint Expected to be immediately accretive to adjusted EBITDA margin and adjusted EPS in the first fiscal year post close(1) Delivers strong cash flow with clear path to deleveraging within 24 months 1 2 3 4 5 Notes: (1) Gibraltar management estimates; adjusted to include full year impact of acquisitions and exclude special charges.
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TRANSACTION SUMMARY 4 TRANSACTION STRUCTURE AND OWNERSHIP Base purchase price of $1.335 billion in cash Represents effective multiple of 8.4x based on OmniMax’s expected 2025 adjusted EBITDA, run rate synergies of $35 million, and cash tax benefits of approximately $100 million(1) FINANCIAL IMPACT AND SYNERGIES(1) Combined, expected, adjusted revenue of more than $1.7 billion for 2025 Expect to be immediately accretive to adjusted EBITDA margin and cash flow with further upside from synergies Expect to be accretive to adjusted EPS in first fiscal full year post close Expect to achieve $35 million of cost synergies by the end of Year 3 BALANCE SHEET AND FINANCING STRATEGY New term loans of up to $1.3B; upsized revolving credit facility to $500M Net leverage post-transaction expected to be 3.7x(2), inclusive of anticipated cost synergies Target leverage range at or below 2.0x - 2.5x within 24 months after closing TIMING AND CLOSING CONDITIONS Closing anticipated in the first half of 2026, subject to the satisfaction of customary closing conditions, including required regulatory approvals Notes: (1) Gibraltar management estimates; adjusted to include full year impact of acquisitions and exclude special charges. See disclaimer for definitions for adjusted net sales and adjusted EBITDA. (2) Based on adjusted EBITDA of $345M, inclusive of $35M of anticipated cost synergies
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5 THE INDUSTRY IS BUILT ON A STRONG FOUNDATION ▪ $9B+ industry historically growing at GDP+ ▪ Unique regional and local demand across 80+ MSAs and regions ▪ ~80% - 85% repair / 15% - 20% new construction ▪ Demand driven by aging homes, weather, new starts KEY INDUSTRY CHARACTERISTICS(1) CORE PRODUCT CATEGORIES Trims / Flashings / Ventilation ~$3B Rainware Management ~$3B Metal Roofing ~$3B DISTRIBUTION ~70% HOME CENTERS ~30% SALES CHANNELS ▪ Reliable products easy to install in minimal time ▪ Education on application and performance optimization ▪ Products to meet local codes & specifications - designs, materials, dimensions, and colors CONTRACTOR REQUIREMENTS Gutters Downspouts Roof Drainage Accessories Trim Coil & Flashing Ventilation Accessories Roof / Siding Panels Trims & Flashings Installation Hardware ROOFING PRODUCTS RAINWARE METAL ROOFING (Formerly Beacon Building Products) Notes: (1) Based on Management estimates
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6 BASKET OF PRODUCTS & TECHNOLOGIES APPLIED IN NEW & EXISTING HOMES
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A LEADER IN ROOFING ACCESSORIES AND RAINWARE SOLUTIONS 7 OVERVIEW ▪ Expected to generate adjusted net sales of $565 and adjusted EBITDA of $110 in 2025 with ~19% EBITDA margin(1) ▪ Founded in 1996; headquartered in Peachtree Corners, GA with excellent leadership team in place ▪ Serves customers on national, regional, and local level ▪ Strong brands with up to 150 years of industry service Notes: (1) Gibraltar management estimates; adjusted to include full year impact of acquisitions and exclude special charges. See disclaimer for definitions for adjusted net sales and adjusted EBITDA BRANDS PRODUCT PORTFOLIO CHANNEL PARTNERS DISTRIBUTION ~60% RETAIL ~40% Gutters Downspouts Roof Drainage Accessories Trim Coil Roof / Drip Edge Soffit / FasciaROOFING ACCESSORIES ~60% RAINWARE ~40% Flashing Protection / Accessories (Formerly Beacon Building Products)
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COMBINATION ACCELERATES GIBRALTAR’S STRATEGY 8 Adj. Revenue ($M)Adj. EBITDA ($M) $310 18% margin Residential >80% 2025E GIBRALTAR(1) (Current guidance midpoint) 2025E GIBRALTAR & OMNIMAX(2) $1,163 $1,728 Residential 74% $200 17% margin Residential >80%Residential 78% Residential Agtech Infrastructure Notes: (1) Gibraltar 2025E based on midpoint of guidance; % splits based on YTD 9/30 figures recast for discontinued operations (2) Adjusted OmniMax based on Gibraltar management estimates; adjusted to include full year impact of acquisitions and exclude special charges. See disclaimer for definitions for adjusted net sales and adjusted EBITDA
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COMPLEMENTARY PRODUCTS SERVING LOCAL CUSTOMERS THROUGH GIBRALTAR’S EXISTING SWIM LANES 9 Drainage Rainware Flashings Soffit / Facia Ridge Ventilation Trims / Trim Coil Offered by Both Metal Roofing
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0.0 0.5 1.0 1.5 2.0 2.5 3.0 3.5 4.0 At Close Year 1 Year 2 Year 3 ROADMAP FOR DELIVERY OF COST SYNERGIES AND DELEVERAGING Note: Net leverage ratio based on adjusted EBITDA of $345M, inclusive of $35M of anticipated cost synergies. See disclaimer for definitions for adjusted EBITDA 10 $35 MILLION OF COST SYNERGIES Commercial Synergies Are Upside To The Plan Supply Chain Logistics SG&A 80/20 $27 $35 $20 Year 2 Year 3Year 1 CLEAR PATH TO DELEVERAGING IN 24 MONTHS Deleveraging Creates Capital Deployment Optionality In 2028 Deleveraging Drivers 1. Execute cost synergies 2. Strong EBITDA performance 3. Optimize working capital 4. Cash tax benefits 5. Portfolio management Net Debt / Adjusted EBITDA Future Capital Allocation ▪ M&A ▪ Share repurchase Supply Chain Logistics SG&A 80/20 Supply Chain Logistics SG&A 80/20
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COMBINATION PROVIDES VALUE CREATION OPPORTUNITY FOR ALL STAKEHOLDERS Optimizes portfolio and expands presence in largest and highly profitable residential segment Is expected to result in the Residential segment generating over 80% of revenue and adjusted EBITDA Effectively doubles building products revenue and creates a more optimal platform for future performance Will provide Gibraltar with immediate growth within the residential building products industry Creates access to new opportunities in existing swim lanes with complementary footprint Will provide Gibraltar with access to ~20 local regions not covered today with limited overlap to existing footprint Expected to be immediately accretive to adjusted EBITDA margin and adjusted EPS in the first fiscal year post close(1) Delivers strong cash flow and clear path to deleveraging within 24 months Is expected to drive stronger cash flow, significant cost synergies, and improved working capital supporting deleveraging from a post- transaction leverage level of 3.7x 2025E adjusted EBITDA(2) – including expected synergies – to 2.0-2.5x within 24 months from the acquisition close Notes: (1) Gibraltar management estimates; adjusted to include full year impact of acquisitions and exclude special charges. (2) Based on adjusted EBITDA of $345M, inclusive of $35M of anticipated cost synergies. See disclaimer for definitions for adjusted EBITDA. 11 1 2 3 4 5