Gibraltar Industries: agrees to sell D.S. Brown for $208,000,000

What happened Gibraltar Industries, Inc. filed an 8-K on Oct 15, 2026, reporting that S.B. Holding Corp., its direct wholly-owned subsidiary, and The D.S. Brown Company, an indirect wholly-owned subsidiary of Gibraltar, entered into a Securities Purchase Agreement dated Oct 14, 2026 with GCP Applied Technologies Inc., with Saint-Gobain Corporation as guarantor. Under the agreement, Seller agreed to sell all of the issued and capital stock of D.S. Brown to Buyer for an aggregate purchase price of $208,000,000 in cash at closing, subject to customary adjustments. Gibraltar is a party to the agreement only for limited insurance and special tax indemnification provisions. The filing states the transaction is expected to close before the end of calendar year 2026, subject to customary closing conditions and regulatory clearances.

Key details

• Purchase price: $208,000,000 in cash at closing, subject to customary adjustments for working capital, indebtedness, cash and transaction expenses.
• Parties: Seller S.B. Holding Corp.; target The D.S. Brown Company; Buyer GCP Applied Technologies Inc.; Parent guarantor Saint-Gobain Corporation; Gibraltar limited to insurance and special tax indemnities.
• Closing conditions: expiration or termination of the Hart-Scott-Rodino Act waiting period, absence of an injunction or legal prohibition, and accuracy of reps and warranties and compliance with covenants.
• Termination rights: either party may terminate if the closing has not occurred by Jan 31, 2027 (subject to up to five 30-day automatic extensions in certain HSR-related circumstances), upon a final non-appealable injunction, or for a material breach subject to customary notice and cure.

Why it may matter This filing reports Item 1.01 (entry into a material definitive agreement) and Item 7.01 (Regulation FD disclosure), and it covers the terms of the sale agreement, the $208,000,000 purchase price, closing conditions and termination rights. The filing does not show why the insider traded or why the company acted.