ROCKGIBRALTAR INDUSTRIES, INC.

Steel Works, Blast Furnaces & Rolling & Finishing Mills

Revenue: $1.1B; 11% YoY
Operating margin: 10.8%; 21% YoY
EBITDA: $153M; 3.9% YoY
Market cap: $1.4B
Employees: 2,300; $494K revenue each
Net debt / EBITDA: 7.9×; $1.2B net debt
AI in 10-K: 0.0; mentions per 10K words

Takeover score 3 of 13

Fixable underperformance 1 of 7

TSR below peersYes
5 of 5 years
3+ of last 5 years
High CEO pay despite TSRNo
$5M median
Median CEO pay ≥ $15M while TSR trails
Earnings not backed by cashNo
—
Cash flow under 80% of net income
Dilutive SBCNo
1% of revenue
Over 10% of revenue
Payouts exceed cash flowNo
39% of cash flow
Buybacks + dividends over cash flow
Goodwill-heavyNo
34% of assets
Over 40% of assets
Shareholder dissentNo
97% lowest support
Any vote under 80% support

Buyer economics 2 of 4

Low revenue per employeeNo
$494K · 38th pct
Bottom quartile of its SIC industry
Quiet on AIYes
0.0 per 10K words · 0th pct
Bottom quartile of AI mentions in 10-Ks
Net cashNo
7.9× EBITDA net debt
More cash than debt, positive EBITDA
Buyout-sizedYes
$1.4B market cap
Market cap $500M–$5B

Catalysts 0 of 2

Active 13DNo
0 filings
Active-intent 13D in 18 months
Net insider sellingNo
$2M net
Net sales over $10M in 12 months

Financials

Metric	FY2021	FY2022	FY2023	FY2024	FY2025	YoY	Trend
Revenue	$1.3B	$1.4B	$1.0B	$1.0B	$1.1B	11%
Operating income	$97M	$130M	$121M	$140M	$123M	12%
Net income	$76M	$82M	$111M	$137M	−$44M	132%
Operating cash flow	$23M	$103M	$218M	$174M	$167M	4.2%
Capex	$18M	$20M	$14M	$17M	$46M	167%
Stock-based comp	$9M	$8M	$9M	$10M	$8M	17%
Buybacks	$6M	$89M	$29M	$12M	$64M	424%

Deal filings

None.

13D filers

None on file.

Insider trading

Open-market buys, 12 mo: $2M · 8
Open-market sells, 12 mo: $0 · 0
Net: $2M

Pay vs performance

Year	CEO total comp	Comp actually paid	TSR (indexed)	Peer TSR
FY2025	$5M	$2M	69	200
FY2024	$5M	$1M	82	176
FY2023	$6M	$12M	110	150
FY2022	$4M	$2M	64	114
FY2021	$4M	$1M	93	126