Apogee Enterprises, Inc 10-Q for FY2027 Q1
Apogee Enterprises, Inc. (APOG)
10-Q
2026-06-30
For: 2026-05-30
View Original
Added on
July 01, 2026
About this 10-Q
Apogee Enterprises, Inc filed this 10-Q on June 30, 2026, covering the quarter ended May 30, 2026 (FY2027 Q1).
Headline figures
Quarter ended May 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $342.68M
- down 1.1% from $346.62M a year earlier
- Net income
- $11.54M
- compared with a net loss of $2.69M a year earlier
- Diluted EPS
- $0.54
- compared with -$0.13 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM | ||
| QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended May 30, 2026
| TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File Number: 0-6365
_________________________________
(Exact name of registrant as specified in its charter)
_________________________________
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
Registrant’s telephone number, including area code: (952 ) 835-1874
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
_________________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
x | Accelerated filer | ☐ | ||||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||||
| Emerging growth company | ||||||||||||||||||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | |||||||||||||||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes x No
As of June 25, 2026, 20,868,294 shares of the registrant’s common stock, par value $0.33 1/3 per share, were outstanding.
APOGEE ENTERPRISES, INC. AND SUBSIDIARIES
| Page | ||||||||
| PART I | ||||||||
| Item 1. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| PART II | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
2
PART I. FINANCIAL INFORMATION
Item 1.Financial Statements
CONSOLIDATED BALANCE SHEETS
(Unaudited) | ||||||||||||||
| (In thousands, except stock data) | May 30, 2026 | February 28, 2026 | ||||||||||||
| Assets | ||||||||||||||
| Current assets | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
Receivables, net | ||||||||||||||
| Inventories, net | ||||||||||||||
| Contract assets | ||||||||||||||
| Other current assets | ||||||||||||||
| Total current assets | ||||||||||||||
| Property, plant and equipment, net | ||||||||||||||
| Operating lease right-of-use assets | ||||||||||||||
| Goodwill | ||||||||||||||
| Intangible assets, net | ||||||||||||||
| Other non-current assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| Liabilities and Shareholders’ Equity | ||||||||||||||
| Current liabilities | ||||||||||||||
| Accounts payable | $ | $ | ||||||||||||
| Accrued compensation and benefits | ||||||||||||||
| Contract liabilities | ||||||||||||||
| Operating lease liabilities | ||||||||||||||
| Other current liabilities | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Long-term debt | ||||||||||||||
| Non-current operating lease liabilities | ||||||||||||||
| Non-current self-insurance reserves | ||||||||||||||
| Other non-current liabilities | ||||||||||||||
| Commitments and contingent liabilities (Note 6) | ||||||||||||||
| Shareholders’ equity | ||||||||||||||
Common stock of $ | ||||||||||||||
| Additional paid-in capital | ||||||||||||||
| Retained earnings | ||||||||||||||
| Accumulated other comprehensive loss | ( | ( | ||||||||||||
| Total shareholders’ equity | ||||||||||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||||||||
See accompanying notes to consolidated financial statements.
3
CONSOLIDATED RESULTS OF OPERATIONS
(Unaudited)
| Three Months Ended | ||||||||||||||||||||||||||
| (In thousands, except per share data) | May 30, 2026 | May 31, 2025 | ||||||||||||||||||||||||
| Net sales | $ | $ | ||||||||||||||||||||||||
| Cost of sales | ||||||||||||||||||||||||||
| Gross profit | ||||||||||||||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||||||||||||
| Operating income | ||||||||||||||||||||||||||
| Interest expense, net | ||||||||||||||||||||||||||
| Other expense, net | ||||||||||||||||||||||||||
| Earnings before income taxes | ||||||||||||||||||||||||||
| Income tax expense | ||||||||||||||||||||||||||
| Net earnings (loss) | $ | $ | ( | |||||||||||||||||||||||
| Basic earnings (loss) per share | $ | $ | ( | |||||||||||||||||||||||
| Diluted earnings (loss) per share | $ | $ | ( | |||||||||||||||||||||||
| Weighted average basic shares outstanding | ||||||||||||||||||||||||||
| Weighted average diluted shares outstanding | ||||||||||||||||||||||||||
See accompanying notes to consolidated financial statements.
4
CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
(Unaudited)
| Three Months Ended | ||||||||||||||||||||||||||
| (In thousands) | May 30, 2026 | May 31, 2025 | ||||||||||||||||||||||||
| Net earnings (loss) | $ | $ | ( | |||||||||||||||||||||||
| Other comprehensive earnings (loss): | ||||||||||||||||||||||||||
Unrealized (loss) gain on marketable securities, net of $( | ( | |||||||||||||||||||||||||
Unrealized gain (loss) on derivative instruments, net of $ | ( | |||||||||||||||||||||||||
| Foreign currency translation adjustments | ||||||||||||||||||||||||||
| Other comprehensive earnings | ||||||||||||||||||||||||||
| Total comprehensive earnings (loss) | $ | $ | ( | |||||||||||||||||||||||
See accompanying notes to consolidated financial statements.
5
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Three Months Ended | ||||||||||||||
| (In thousands) | May 30, 2026 | May 31, 2025 | ||||||||||||
| Operating Activities | ||||||||||||||
| Net earnings (loss) | $ | $ | ( | |||||||||||
| Adjustments to reconcile net earnings to net cash provided by (used in) operating activities: | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Share-based compensation | ||||||||||||||
| Deferred income taxes | ||||||||||||||
| Impairment of long-lived assets | ||||||||||||||
| Non-cash lease expense | ||||||||||||||
| Other, net | ( | |||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||||
| Receivables | ( | |||||||||||||
| Inventories | ( | ( | ||||||||||||
| Contract assets | ||||||||||||||
| Accounts payable | ( | |||||||||||||
| Accrued compensation and benefits | ( | ( | ||||||||||||
| Contract liabilities | ||||||||||||||
| Operating lease liability | ( | ( | ||||||||||||
| Accrued income taxes | ||||||||||||||
| Other current assets and liabilities | ( | ( | ||||||||||||
| Net cash provided by (used in) operating activities | ( | |||||||||||||
| Investing Activities | ||||||||||||||
| Capital expenditures | ( | ( | ||||||||||||
| Purchases of marketable securities | ( | |||||||||||||
| Other, net | ||||||||||||||
| Net cash used in investing activities | ( | ( | ||||||||||||
| Financing Activities | ||||||||||||||
| Proceeds from revolving credit facilities | ||||||||||||||
| Repayment on revolving credit facilities | ( | ( | ||||||||||||
| Repayment of term loans | ( | |||||||||||||
| Repurchase of common stock | ( | |||||||||||||
| Dividends paid | ( | ( | ||||||||||||
| Other, net | ( | ( | ||||||||||||
| Net cash (used in) provided by financing activities | ( | |||||||||||||
| Effect of exchange rates on cash | ||||||||||||||
| Decrease in cash and cash equivalents | ( | ( | ||||||||||||
| Cash and cash equivalents at beginning of period | ||||||||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||||||||
| Non-cash Activity | ||||||||||||||
| Capital expenditures in accounts payable | $ | $ | ||||||||||||
See accompanying notes to consolidated financial statements.
6
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Unaudited)
| (In thousands) | Common Shares Outstanding | Common Stock at Par Value | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive (Loss) Income | Total Shareholders' Equity | ||||||||||||||||||||||||||||||||
| Balance at February 28, 2026 | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Net earnings | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Issuance of stock, net of cancellations | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Share repurchases | ( | ( | ( | ( | — | ( | ||||||||||||||||||||||||||||||||
| Other share retirements | ( | ( | ( | ( | — | ( | ||||||||||||||||||||||||||||||||
Cash dividends, $ | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||
| Balance at May 30, 2026 | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||
| (In thousands) | Common Shares Outstanding | Common Stock at Par Value | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive (Loss) Income | Total Shareholders' Equity | ||||||||||||||||||||||||||||||||
| Balance at March 1, 2025 | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Issuance of stock, net of cancellations | ( | — | — | — | ||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Other share retirements | ( | ( | ( | ( | — | ( | ||||||||||||||||||||||||||||||||
Cash dividends, $ | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||
| Balance at May 31, 2025 | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||
See accompanying notes to consolidated financial statements.
7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1.Summary of Significant Accounting Policies
Basis of presentation
The consolidated financial statements of Apogee Enterprises, Inc. (Apogee, we, us, our or the Company) have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP). The information included in this Form 10-Q should be read in conjunction with the Company’s Form 10-K for the year ended February 28, 2026. We use the same accounting policies in preparing quarterly and annual financial statements. All adjustments necessary for a fair presentation of quarterly and year to date operating results are reflected herein. The results of operations for the three month period ended May 30, 2026, are not necessarily indicative of the results to be expected for the full year.
Accounting standards not yet adopted
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. This guidance requires entities to disclose more detailed information about the types of expenses, including purchases of inventory, employee compensation, depreciation, amortization, and depletion in commonly presented expense captions such as cost of sales and selling, general and administrative (SG&A) expenses. Such guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, although early adoption is permitted. This guidance should be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the financial statements. While the adoption of this ASU will not have an impact on our financial position and/or results of operations, we are currently evaluating the impact this ASU may have on our consolidated financial statement disclosures, including the processes and controls around the collection of this information.
2.Revenue, Receivables and Contract Assets and Liabilities
Revenue
The following table disaggregates total revenue by timing of recognition (see Note 12 for disclosure of revenue by segment):
| Three Months Ended | ||||||||||||||
| (In thousands) | May 30, 2026 | May 31, 2025 | ||||||||||||
| Recognized at shipment | $ | $ | ||||||||||||
| Recognized over time (input method) | ||||||||||||||
| Recognized over time (output method) | ||||||||||||||
| Total | $ | $ | ||||||||||||
Receivables
Receivables reflected in the financial statements represent the net amount expected to be collected. An allowance for credit losses is established based on expected losses. Expected losses are estimated by reviewing individual accounts, considering aging, financial condition of the debtor, recent payment history, current and forecasted economic conditions and other relevant factors. Upon billing, aging of receivables is monitored until collection. An account is considered current when it is within agreed upon payment terms. An account is written off when it is determined that the amount is no longer collectible.
| (In thousands) | May 30, 2026 | February 28, 2026 | ||||||||||||
| Trade accounts | $ | $ | ||||||||||||
| Construction contracts | ||||||||||||||
| Total receivables | ||||||||||||||
| Less: allowance for credit losses | ||||||||||||||
| Receivables, net | $ | $ | ||||||||||||
8
The following table summarizes the activity in the allowance for credit losses for the three months ended May 30, 2026:
| (In thousands) | May 30, 2026 | |||||||||||||
| Beginning balance | $ | |||||||||||||
| Credits against costs and expenses | ( | |||||||||||||
| Deductions from allowance, net of recoveries | ( | |||||||||||||
| Ending balance | $ | |||||||||||||
Contract assets and liabilities
Contract assets consist of retainage, costs and earnings in excess of billings and other unbilled amounts typically generated when revenue recognized exceeds the amount billed to the customer. Retainage on construction contracts represents amounts withheld by our customers on long-term projects until the project reaches a level of completion where amounts are released to us from the customer. Contract liabilities consist of billings in excess of costs and earnings and other deferred revenue on contracts.
The time period between when performance obligations are complete and payment is due is not significant. In certain parts of our business that recognize revenue over time, progress billings follow an agreed-upon schedule of values.
| (In thousands) | May 30, 2026 | February 28, 2026 | ||||||||||||
| Contract assets | $ | $ | ||||||||||||
| Contract liabilities | ||||||||||||||
Other contract-related disclosures
| Three Months Ended | |||||||||||
| (In thousands) | May 30, 2026 | May 31, 2025 | |||||||||
| Revenue recognized related to contract liabilities from prior year-end | $ | $ | |||||||||
| Revenue recognized related to prior satisfaction of performance obligations | ( | ||||||||||
Some of our contracts have an expected duration of longer than a year, with performance obligations extending over that time frame. The transaction price associated with performance obligations that were not yet satisfied as of May 30, 2026, will be recognized as revenue in the following estimated time periods:
| (In thousands) | May 30, 2026 | ||||||||||
Within one year | $ | ||||||||||
Between one and two years | |||||||||||
| Beyond two years | |||||||||||
| Total | $ | ||||||||||
Due to the nature of the work required under these long-term contracts, the estimation of total revenue and costs of sales is subject to many variables and requires significant judgment. We estimate variable consideration at the most likely amount to which we expect to be entitled. Our final cost of sales estimates are based largely on our assessments of anticipated performance and all information (historical, current and forecasted) that is reasonably available to us. Changes in estimated revenue, cost of sales and the related effect on operating income are recognized using a cumulative catch-up adjustment, which recognizes in the current period the cumulative effect of the changes on current and prior periods based on a long-term contracts percentage of completion. When the current estimates of total revenues and costs at completion for a long-term contract indicate a loss, a provision for the entire loss on the long-term contract is recognized.
The net cumulative catch-up adjustments on our longer-term contracts for changes in estimates had the following effect on the respective periods shown:
| (in thousands, except earnings per share data) | Three Months Ended | ||||||||||||||||||||||||||||
| May 30, 2026 | May 31, 2025 | ||||||||||||||||||||||||||||
Operating income | $ | ( | $ | ||||||||||||||||||||||||||
Earnings per share: | |||||||||||||||||||||||||||||
Basic | $ | ( | $ | ||||||||||||||||||||||||||
Diluted | $ | ( | $ | ||||||||||||||||||||||||||
9
3.Inventories
| (In thousands) | May 30, 2026 | February 28, 2026 | ||||||||||||
| Raw materials | $ | $ | ||||||||||||
| Work-in-process | ||||||||||||||
| Finished goods | ||||||||||||||
| Total inventories, net | $ | $ | ||||||||||||
4.Financial Instruments
Marketable securities
Through our wholly-owned insurance subsidiary, Prism Assurance, Ltd. (Prism), we hold the following available-for-sale marketable securities, made up of fixed-maturity investments:
| (In thousands) | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | ||||||||||||||||||||||
| May 30, 2026 | $ | $ | $ | $ | ||||||||||||||||||||||
| February 28, 2026 | ||||||||||||||||||||||||||
Prism insures a portion of our general liability, workers’ compensation and automobile liability risks using third-party agreements to meet statutory requirements. The reinsurance carrier requires Prism to maintain fixed-maturity investments, for the purpose of providing collateral for Prism's obligations under the reinsurance agreements.
The amortized cost and estimated fair values of these investments at May 30, 2026, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities, as borrowers may have the right to call or prepay obligations with or without penalty. Investments that are due within one year are included in other current assets while those due after one year are included as other non-current assets. Gross realized gains and losses were insignificant for all periods presented.
| (In thousands) | Amortized Cost | Estimated Fair Value | ||||||||||||
| Due within one year | $ | $ | ||||||||||||
| Due after one year through five years | ||||||||||||||
| Total | $ | $ | ||||||||||||
Derivative instruments
We may use interest rate swaps, currency put options, forward purchase contracts, or other instruments to manage risks generally associated with foreign exchange rate, interest rate and commodity price fluctuations. The information that follows explains the various types of derivatives and financial instruments used, how such instruments are accounted for, and how such instruments impact our financial position and performance.
We have entered into interest rate swaps with a total notional value of $125.0 million, with expiration dates throughout fiscal 2027, to hedge a portion of our exposure to variability in cash flows from interest payments on our floating-rate revolving credit facility.
We have also entered into multiple aluminum commodity swap contracts with an aggregate notional value of $27.7 million to hedge a portion of our exposure to variability in cash flows associated with forecasted aluminum purchases. These swap contracts mature over the next twelve months, with final settlements occurring by March 2027.
The mark-to-market adjustments on these derivative instruments are recorded within our Consolidated Balance Sheets within other current assets or other current liabilities. Gains or losses associated with these instruments are recorded as a component within the Consolidated Statements of Comprehensive Earnings until which time the hedged transaction is settled and gains or losses are recorded in net earnings.
Fair value measurements
Financial assets and liabilities are classified in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement: Level 1 (unadjusted quoted prices in active markets for identical assets or liabilities); Level 2 (observable market inputs, other than quoted prices included in Level 1); and Level 3 (unobservable inputs that cannot be corroborated by observable market data). We do not have any Level 3 financial assets or liabilities.
Financial assets and liabilities measured at fair value on a recurring basis were:
10
| (In thousands) | Quoted Prices in Active Markets (Level 1) | Other Observable Inputs (Level 2) | Total Fair Value | |||||||||||||||||
| May 30, 2026 | ||||||||||||||||||||
| Assets: | ||||||||||||||||||||
| Money market funds | $ | $ | $ | |||||||||||||||||
| Municipal bonds | ||||||||||||||||||||
| Aluminum hedging contract | ||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||
| Interest rate swap contracts | ||||||||||||||||||||
| February 28, 2026 | ||||||||||||||||||||
| Assets: | ||||||||||||||||||||
| Money market funds | $ | $ | $ | |||||||||||||||||
| Municipal bonds | ||||||||||||||||||||
| Aluminum hedging contract | ||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||
| Interest rate swap contracts | ||||||||||||||||||||
Money market funds
Fair value of money market funds was determined based on quoted prices for identical assets in active markets. These assets are included within cash and cash equivalents on our Consolidated Balance Sheets.
Municipal bonds
Municipal bonds were measured at fair value based on market prices from recent trades of similar securities and are classified within our Consolidated Balance Sheets as other current or other non-current assets based on maturity date.
Derivative instruments
The interest rate swaps are measured at fair value using other observable market inputs, based off benchmark interest rates. Forward foreign exchange and forward purchase aluminum contracts are measured at fair value using other observable market inputs, such as quotations on forward foreign exchange points, foreign currency exchange rates and forward purchase aluminum prices. Derivative positions are primarily valued using standard calculations and models that use as their basis readily observable market parameters. Industry standard data providers are our primary source for forward and spot rate information for interest and currency rates and aluminum prices.
Nonrecurring fair value measurements
5.Debt
We are party to a Credit Agreement (the Credit Agreement) with Bank of America, N.A., as administrative agent, and other lenders. The Credit Agreement provides for an unsecured senior credit facility in an aggregate principal amount of up to $700.0 million, in which commitments were made through a $450.0 million, five-year floating rate revolving credit facility and a committed $250.0 million delayed draw term loan facility. Borrowings under the revolving credit facility can be in Canadian dollars (CAD) limited to $25.0 million USD. The term loan facility may be utilized in up to two draw downs, which are available to be made within one year after the closing date. The senior credit facility has a term of five years with a maturity date of July 19, 2029.
The Credit Agreement contains two maintenance financial covenants that require our Consolidated Leverage Ratio (as defined in the Credit Agreement) to be less than 3.50 and our Consolidated Interest Coverage Ratio (as defined in the Credit Agreement) to exceed 3.00 . At May 30, 2026, we were in compliance with all covenants as defined under the terms of the Credit Agreement.
11
Borrowings under the Credit Agreement bear floating interest at either the Base Rate or Term Secured Overnight Financing Rate (SOFR), or, for CAD borrowings, Canadian Overnight Repo Rate Average (CORRA), plus a margin based on the Consolidated Leverage Ratio (as defined in the Credit Agreement). For Base Rate borrowings, the margin ranges from 0.25 % to 0.75 %. For Term SOFR and CORRA borrowings, the margin ranges from 1.25 % to 1.75 %, with an incremental Term SOFR and CORRA adjustment of 0.10 % and 0.29547 %, respectively.
Outstanding borrowings under the term loan facility and current floating rate revolving facility were $209.4 million and $28.0 million, respectively, as of May 30, 2026. At May 30, 2026, we had a total of $2.6 million of ongoing letters of credit related to the senior credit facility, construction contracts and insurance collateral that expire in fiscal 2027 and reduce borrowing capacity under the floating rate revolving credit facility to an amount of $419.4 million.
Interest payments under the credit facilities were $3.0 million and $4.5 million for the three months ended May 30, 2026 and May 31, 2025, respectively. The weighted average interest rates on borrowings outstanding, inclusive of the impact of our interest rate swaps as of May 30, 2026, and February 28, 2026, were 4.43 % and 4.44 %, respectively.
| Three Months Ended | |||||||||||
| (In thousands) | May 30, 2026 | May 31, 2025 | |||||||||
| Interest on debt | $ | $ | |||||||||
| Interest rate swap expense (gain) | ( | ||||||||||
| Other interest expense | |||||||||||
| Interest income | ( | ( | |||||||||
Interest expense, net | $ | $ | |||||||||
The fair value of our senior credit facility approximated carrying value at May 30, 2026, and would be classified as Level 2 within the fair value hierarchy described in Note 4, due to the variable interest rates on these instruments.
6.Commitments and Contingent Liabilities
Bond commitments
In the ordinary course of business, predominantly in our Architectural Services Segment, we are required to provide surety or performance bonds that commit payments to our customers for non-performance against our contracts. At May 30, 2026, $1.1 billion of these types of bonds were outstanding, of which $239.8 million is in our backlog. These bonds have expiration dates that align with the completion of these contracts. We have never been required to make payments under surety or performance bonds with respect to our existing businesses.
Warranty and project-related contingencies
We reserve estimated exposures on known claims, as well as on a portion of anticipated claims, for product warranty and rework cost, based on historical product liability claims as a ratio of sales. Claim costs are deducted from the accrual when paid. Factors that could have an impact on these accruals in any given period include changes in manufacturing quality, changes in product mix, and any significant changes in sales volume.
| Three Months Ended | ||||||||||||||
| (In thousands) | May 30, 2026 | |||||||||||||
| Beginning balance | $ | |||||||||||||
| Additional provision | ||||||||||||||
| Claims paid | ( | |||||||||||||
| Ending balance | $ | |||||||||||||
Additionally, we are subject to project management and installation-related contingencies as a result of our fixed-price material supply and installation service contracts, primarily in our Architectural Services Segment and in certain parts of our Architectural Metals Segment. We manage the risk of these exposures through contract negotiations, proactive project management and insurance coverages.
Letters of credit
At May 30, 2026, we had $2.6 million of ongoing letters of credit as discussed in Note 5.
Purchase obligations
Purchase obligations for raw material commitments and capital expenditures totaled $14.9 million as of May 30, 2026.
12
Litigation
The Company is a party to various legal proceedings incidental to its normal operating activities. In particular, like others in the construction supply and services industry, the Company is routinely involved in various disputes and claims arising out of construction projects, sometimes involving significant monetary damages or product replacement. We have in the past and are currently subject to product liability and warranty claims, including certain legal claims related to a commercial sealant product formerly incorporated into our products. One such claim was resolved and paid during the first quarter of fiscal 2026, resulting in a payment of $24.7 million, which was reserved for during fiscal 2025.
The Company is also subject to litigation arising out of areas such as employment practices, workers compensation and general liability matters. Although it is very difficult to accurately predict the outcome of any such proceedings, facts currently available indicate that no matters will result in losses that would have a material adverse effect on the results of operations, cash flows or financial condition of the Company.
7.Supplier Finance Program Obligations
We have a supplier financing arrangement that enables select suppliers, at their sole discretion, to sell our receivables (i.e., our payment obligations to the suppliers) on a non-recourse basis in order to be paid earlier than our payment terms provide. These suppliers’ voluntary inclusion of invoices in the supplier financing arrangement has no bearing on our payment terms, the amounts we pay, or our liquidity. We have no economic interest in the supplier’s decision to participate in the supplier financing program, and we do not provide any guarantees in connection with it. The balances owed are reflected in accounts payable in the Consolidated Balance Sheets and are reflected in operating activities in our Consolidated Statements of Cash Flows when settled.
The following table summarizes the obligation activity and outstanding balance for the three months ended May 30, 2026, that we have confirmed as valid to the administrators of our program:
| (In thousands) | May 30, 2026 | |||||||||||||
| Balance at beginning of period | $ | |||||||||||||
| Obligations added to the program | ||||||||||||||
| Obligations settled | ( | |||||||||||||
| Balance at end of period | $ | |||||||||||||
8.Shareholders' Equity
We paid dividends totaling $5.6 million ($0.27 per share) in the first three months of fiscal 2027, compared to dividends paid of $5.5 million ($0.26 per share) in the comparable prior year period.
During fiscal 2004, the Board of Directors authorized a share repurchase program allowing us to repurchase shares of our outstanding common stock, with subsequent increases in authorization. During the three months ended May 30, 2026, we repurchased 269,500 shares under the program, for a total of $9.7 million. No shares were repurchased during the three months ended May 31, 2025. We have repurchased a total of 12,721,289 shares, at a total cost of $463.1 million, since the inception of this program in fiscal 2004. We have remaining authority to repurchase 1,528,711 shares under this program, which has no expiration date. We may elect to repurchase additional shares of common stock under our authorization, subject to limitations contained in our debt agreements and based upon our assessment of a number of factors, including share price, trading volume and general market conditions, working capital requirements, general business conditions, financial conditions, any applicable contractual limitations, and other factors, including alternative investment opportunities. We may finance share repurchases with available cash, additional debt or other sources of financing.
Additionally, shares withheld from the vesting of restricted awards, or the settlement of performance-based awards, are treated as purchases and retirements, and are included within other, net in the financing activities section in the Consolidated Statement of Cash Flows.
The Company maintains a Junior Preferred Stock plan, under which 200,000 shares of $1.00 par value junior preferred stock are authorized, with zero
9.Share-Based Compensation
As part of our compensation structure, we grant stock-based compensation awards to certain employees and non-employee directors during the fiscal year. We have a 2019 Stock Incentive Plan and a 2019 Non-Employee Director Stock Plan (the Plans) that provide for the issuance of 2,150,000 and 300,000 shares, respectively, for various forms of stock-based compensation to employees and non-employee directors. Awards under these Plans may be in the form of incentive stock options (to employees only), non-statutory options, stock-settled stock appreciation rights (SARs), restricted stock awards, or
13
performance share unit awards, all of which are granted at a price or with an exercise price equal to the fair market value of the Company’s stock at the date of award.
The table below sets forth the number of stock-based compensation awards granted during the three months ended May 30, 2026, along with the weighted average grant date fair value:
| Awards | Number of Awards | Weighted Average Grant Date Fair Value | ||||||||||||
Restricted stock awards and restricted stock units(1) | $ | |||||||||||||
Performance share units (2) | $ | |||||||||||||
| (1) | Represent service condition awards which generally vest over a - or -year period. | ||||
| (2) | Represent performance condition awards with the grant equal to the target number of performance shares based on the share price at grant date. These grants allow for the right to receive a variable number of shares, between | ||||
We recorded share-based compensation expense, in which we account for any forfeitures as they occur, as follows:
| (In thousands) | May 30, 2026 | May 31, 2025 | ||||||||||||||||||
| Restricted stock awards and restricted stock units | $ | $ | ||||||||||||||||||
| Performance share units | ||||||||||||||||||||
Share-based compensation expense | $ | $ | ||||||||||||||||||
At May 30, 2026, there was $14.9 million of total unrecognized compensation cost related to nonvested share and nonvested share unit awards, which is expected to be recognized over a weighted average period of approximately 2.1 years. The total fair value of shares vested during the three months ended May 30, 2026, was $3.0 million.
10.Income Taxes
The Company files income tax returns in the U.S. (federal and certain states), Canada, Brazil and other international jurisdictions and is generally subject to limited audit activity. The Internal Revenue Service is in the process of conducting a U.S. federal examination for fiscal year 2023.
11.Earnings per Share
Basic earnings per share is computed by dividing net earnings by the weighted average number of common shares outstanding. Diluted earnings per share is computed by dividing net earnings by the weighted average number of common shares outstanding, including the dilutive effects of stock options, SARs and nonvested shares.
The following table presents a reconciliation of the share amounts used in the computation of basic and diluted earnings per share:
| Three Months Ended | ||||||||||||||||||||||||||
| (In thousands) | May 30, 2026 | May 31, 2025 | ||||||||||||||||||||||||
| Basic earnings per share – weighted average common shares outstanding | ||||||||||||||||||||||||||
| Weighted average effect of nonvested share grants and assumed exercise of stock options | ||||||||||||||||||||||||||
| Diluted earnings (loss) per share – weighted average common shares and potential common shares outstanding | ||||||||||||||||||||||||||
| Stock awards excluded from the calculation of earnings (loss) per share because the effect was anti-dilutive (award price greater than average market price of the shares) | ||||||||||||||||||||||||||
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12.Business Segment Data
We have four four
•The Architectural Metals Segment designs, engineers, fabricates and finishes aluminum window, curtainwall, storefront and entrance systems used primarily in non-residential construction.
•The Architectural Services Segment integrates technical services, project management, and field installation services to design, engineer, fabricate, and install architectural curtainwall and other façade-related systems primarily in non-residential construction.
•The Architectural Glass Segment cuts, treats, coats and fabricates high-performance glass used in custom window and wall systems primarily for non-residential buildings.
•The Performance Surfaces Segment develops and manufactures high-performance coated materials for a variety of applications, including wall decor, museums, graphic design, digital displays, architectural interiors, and industrial flooring.
The Company’s CEO is the chief operating decision maker (CODM). The CODM utilizes segment net sales and adjusted EBITDA to assess segment performance and make decisions about the allocation of operating and capital resources by analyzing recent results, trends, and variances of each segment in relation to forecasts and historical performance.
Net sales, adjusted cost of sales, adjusted SG&A, adjusted other expense, net, adjusted depreciation and amortization and the resulting adjusted EBITDA for each of the Company’s four
| Three Months Ended May 30, 2026 | ||||||||||||||||||||||||||||||||||||||
| (In thousands) | Architectural Metals | Architectural Services | Architectural Glass | Performance Surfaces | Total | |||||||||||||||||||||||||||||||||
| Net sales to external customers | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||
| Intersegment net sales | ||||||||||||||||||||||||||||||||||||||
| Total segment net sales | ||||||||||||||||||||||||||||||||||||||
Adjusted cost of sales (1) | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||
Adjusted SG&A (2) | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||
| Adjusted other expense, net | ( | ( | ||||||||||||||||||||||||||||||||||||
| Adjusted depreciation and amortization | ||||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||
| Three Months Ended May 31, 2025 | ||||||||||||||||||||||||||||||||||||||
| (In thousands) | Architectural Metals | Architectural Services | Architectural Glass | Performance Surfaces | Total | |||||||||||||||||||||||||||||||||
| Net sales to external customers | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||
| Intersegment net sales | ||||||||||||||||||||||||||||||||||||||
| Total segment net sales | ||||||||||||||||||||||||||||||||||||||
Adjusted cost of sales (1) | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||
Adjusted SG&A (2) | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||
| Adjusted other expense, net | ( | ( | ||||||||||||||||||||||||||||||||||||
| Adjusted depreciation and amortization | ||||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||
(1) | Adjusted cost of sales excludes $ | ||||
| (2) | Adjusted SG&A expense excludes $ | ||||
15
The following table presents the reconciliation of adjusted EBITDA to net earnings, the nearest measurement under U.S. GAAP:
| Three Months Ended | ||||||||||||||||||||||||||||||||
| (In thousands) | May 30, 2026 | May 31, 2025 | ||||||||||||||||||||||||||||||
| Segment adjusted EBITDA | $ | $ | ||||||||||||||||||||||||||||||
Corporate and Other expenses (1) | ( | ( | ||||||||||||||||||||||||||||||
Segment acquisition-related costs (2) | ( | |||||||||||||||||||||||||||||||
Segment restructuring costs (3) | ( | |||||||||||||||||||||||||||||||
| Depreciation and amortization | ( | ( | ||||||||||||||||||||||||||||||
| Interest expense, net | ( | ( | ||||||||||||||||||||||||||||||
| Income tax expense | ( | ( | ||||||||||||||||||||||||||||||
| Net earnings (loss) | $ | $ | ( | |||||||||||||||||||||||||||||
(1) | Includes $ | ||||
| (2) | Acquisition-related costs incurred to integrate the UW Solutions acquisition. | ||||
| (3) | Segment restructuring charges related to Project Fortify Phase 2. | ||||
13.Restructuring
Project Fortify, announced in the fourth quarter of fiscal 2024, was a restructuring program designed to streamline operations, improve cost efficiency, and enhance the Company’s operating model, primarily within the Architectural Metals Segment. The program also included process and resource optimization within the Architectural Services Segment and Corporate and Other and was completed in the fourth quarter of fiscal 2025.
A second phase of Project Fortify (Phase 2) was announced on April 23, 2025, focused on driving additional cost efficiencies and further optimizing the Company’s operating footprint and resource alignment. The actions associated with Phase 2 were substantially completed in the fourth quarter of fiscal 2026, and therefore no further activity occurred during the first quarter of fiscal 2027.
During the first quarter of fiscal 2026, we incurred $15.3 million of pre-tax costs associated with Phase 2, of which $6.9 million was included in cost of sales and $8.4 million was included within SG&A. The SG&A charges include a $5.0 million non-cash intangible asset impairment charge in the Architectural Services Segment and $2.6 million of a non-cash asset write-off and other charges in Corporate and Other.
The table below reflects the pretax impact of Project Fortify for the quarter ended May 31, 2025.
| (In thousands) | Architectural Metals | Architectural Services | Corporate and Other | Total | ||||||||||||||||||||||||||||||||||
| May 31, 2025 | ||||||||||||||||||||||||||||||||||||||
| Termination benefits | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Other restructuring charges | ||||||||||||||||||||||||||||||||||||||
| Total restructuring charges | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
The following table summarizes our restructuring related accrual balances included within accrued payroll and related benefits and other current liabilities in the Consolidated Balance Sheets. All remaining accrual balances are expected to be paid within fiscal 2027.
| (In thousands) | Architectural Metals | Architectural Services | Corporate and Other | Total | ||||||||||||||||||||||||||||
| Balance at February 28, 2026 | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Payments | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Other adjustments | ( | ( | ||||||||||||||||||||||||||||||
| Balance at May 30, 2026 | $ | $ | $ | $ | ||||||||||||||||||||||||||||
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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-looking statements
This Quarterly Report on Form 10-Q, including the section, Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains certain statements that are considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements reflect our current views with respect to future events and financial performance. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “forecast,” “project,” “should,” “will,” “continue” or similar words or expressions. All forecasts and projections in this document are “forward-looking statements,” and are based on management’s current expectations or beliefs of the Company's near-term results, based on current information available pertaining to the Company. From time to time, we may also provide oral and written forward-looking statements in other materials we release to the public, such as press releases, presentations to securities analysts or investors, or other communications by the Company. Any or all of our forward-looking statements in this report and in any public statements we make could be materially different from actual results.
Accordingly, we wish to caution investors that any forward-looking statements made by or on behalf of the Company are subject to uncertainties and other factors that could cause actual results to differ materially from such statements. These uncertainties and other risk factors include, but are not limited to, the risks and uncertainties set forth under “Risk Factors” section of our Annual Report on Form 10-K for the year ended February 28, 2026, and in subsequent filings with the U.S. Securities and Exchange Commission, including this Quarterly Report on Form 10-Q.
We also wish to caution investors that other factors might in the future prove to be important in affecting the Company’s results of operations. New factors emerge from time to time; it is not possible for management to predict all such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or a combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Overview
We are a leading provider of architectural products and services for enclosing buildings, and high-performance coating products used in applications for preservation, protection and enhanced viewing. Our four reporting segments are: Architectural Metals, Architectural Services, Architectural Glass, and Performance Surfaces.
Our enterprise strategy is based on the following three key elements:
1.Accelerate Leadership in Target Markets. We intend to enhance our position in targeted end markets by differentiating through deep customer focus and insight, using an informed understanding of customer needs to shape our offerings and delivery models. By aligning our capabilities, investments, and operating approach around this customer‑focused strategy, we believe we will be better positioned to differentiate, compete effectively, and strengthen our position in the markets we serve.
2.Grow and Strengthen the Portfolio. We seek to grow and strengthen our portfolio through disciplined organic and inorganic investments in differentiated solutions that align with evolving customer needs. By prioritizing opportunities that enhance our competitive positioning and directly address customer challenges, we will reinforce our disciplined approach to portfolio growth and improvement.
3.Advance Core Capabilities. We expect to advance core capabilities by fostering a culture of continuous improvement grounded in operational excellence, talent development, and disciplined process execution. Through targeted investments in people, systems, and technology, we will strengthen our ability to deliver consistent performance and enhance the customer experience across the organization.
Recent Developments
On May 27, 2026, we entered into a definitive agreement to acquire Keller Companies, Inc. (“KCI”), the controlling shareholder of Kalwall Corporation and Structures Unlimited Inc., for approximately $105 million in cash, subject to certain customary purchase price adjustments. The sellers may also receive up to $10 million in additional earn‑out consideration based on achieving certain financial objectives as defined in the agreement. We expect to fund the transaction with cash on hand and borrowings under our existing credit facility, and closing is anticipated in early July, subject to customary conditions. Upon closing, the acquired business is expected to be integrated into our Architectural Glass Segment and its results will be included in our consolidated results of operations from the date of acquisition.
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The following selected financial data should be read in conjunction with the Company’s Form 10-K for the year ended February 28, 2026, and the consolidated financial statements, including the notes to consolidated financial statements, included therein.
Results of Operations
The following is a discussion of our financial condition and results of operations during the three months ended May 30, 2026 and the three months ended May 31, 2025.
| Three Months Ended | % of Net Sales | |||||||||||||||||||||||||||||||||||||
| (in thousands, except percentages) | May 30, 2026 | May 31, 2025 | May 30, 2026 | May 31, 2025 | ||||||||||||||||||||||||||||||||||
| Net sales | $ | 342,684 | $ | 346,622 | 100.0 | % | 100.0 | % | ||||||||||||||||||||||||||||||
| Cost of sales | 267,654 | 271,497 | 78.1 | % | 78.3 | % | ||||||||||||||||||||||||||||||||
| Gross profit | 75,030 | 75,125 | 21.9 | % | 21.7 | % | ||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | 56,191 | 68,194 | 16.4 | % | 19.7 | % | ||||||||||||||||||||||||||||||||
| Operating income | 18,839 | 6,931 | 5.5 | % | 2.0 | % | ||||||||||||||||||||||||||||||||
| Interest expense, net | 2,834 | 3,846 | 0.8 | % | 1.1 | % | ||||||||||||||||||||||||||||||||
| Other expense, net | 73 | 682 | — | % | 0.2 | % | ||||||||||||||||||||||||||||||||
| Earnings before income taxes | 15,932 | 2,403 | 4.6 | % | 0.7 | % | ||||||||||||||||||||||||||||||||
| Income tax expense | 4,397 | 5,091 | 1.3 | % | 1.5 | % | ||||||||||||||||||||||||||||||||
| Net earnings (loss) | $ | 11,535 | $ | (2,688) | 3.4 | % | (0.8) | % | ||||||||||||||||||||||||||||||
| Effective tax rate | 27.6 | % | 211.9 | % | ||||||||||||||||||||||||||||||||||
| Non-GAAP Measures | ||||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 32,115 | $ | 34,384 | 9.4 | % | 9.9 | % | ||||||||||||||||||||||||||||||
| Adjusted net earnings | $ | 12,117 | $ | 11,850 | 3.5 | % | 3.4 | % | ||||||||||||||||||||||||||||||
Comparison of First Quarter Fiscal 2027 to First Quarter Fiscal 2026
•Consolidated net sales decreased 1.1%, to $342.7 million, driven by lower volume within our Architectural Metals and Glass Segments, partially offset by volume improvement within our Architectural Services Segment. Improved pricing and mix within the Architectural Metals Segment offset part of the volume decline.
•Gross margin increased 20 basis to 21.9%, compared to 21.7%, primarily due to price, productivity improvements including savings from Project Fortify Phase 2, and favorable mix, partially offset by higher material and freight costs and impacts from lower volume.
•Selling, general, and administrative (SG&A) expense as a percent of net sales decreased to 16.4%, compared to 19.7%. This improvement was primarily driven by the benefits from cost savings included in Project Fortify Phase 2.
•Operating income increased to $18.8 million from $6.9 million, and operating margin increased 350 basis points to 5.5%.
•Interest expense decreased to $2.8 million, due to a lower average debt balance in the first quarter of fiscal 2027 compared to the prior year.
•Other expense was $0.1 million compared to $0.7 million due to a decline in value of company-owned life insurance assets.
•Income tax expense as a percentage of earnings before income tax was 27.6%, compared to 211.9%. The decline in the effective tax rate was primarily due to generating greater earnings before income taxes compared to the first quarter of last year.
•Net earnings were $11.5 million compared to net loss of $2.7 million.
•Adjusted EBITDA decreased to $32.1 million, compared to $34.4 million, and adjusted EBITDA margin decreased to 9.4%, compared to 9.9%. The decrease in adjusted EBITDA margin was primarily driven by higher material and freight costs and the impacts from lower volume, partially offset by productivity improvements and benefits from cost savings of Fortify Phase 2.
•Adjusted net earnings were $12.1 million compared to $11.9 million.
18
Use and Reconciliation of Non-GAAP Financial Measures
In addition to reporting financial results in accordance with U.S. GAAP, we also provide certain non-GAAP financial measures. These measures are not in accordance with, nor are they a substitute for U.S. GAAP measures, and may not be comparable to similarly titled measures used by other companies. Management uses non-GAAP measures to evaluate the Company’s historical and prospective financial performance, measure operational profitability on a consistent basis, as a factor in determining executive compensation, and to provide enhanced transparency to the investment community. For each of these non-GAAP measures, we provide a reconciliation between the non-GAAP measure and the most directly comparable U.S. GAAP measure, and an explanation of why we believe the non-GAAP measure provides useful information to management and investors.
Non-GAAP measures include:
•Adjusted net earnings and adjusted earnings per diluted share (adjusted diluted EPS), used by the Company to provide meaningful supplemental information about its operating performance by excluding amounts that are not considered part of core operating results, to enhance comparability from period-to-period.
•Adjusted EBITDA, defined as adjusted net earnings before interest, taxes, depreciation, and amortization, and adjusted EBITDA margin, defined as adjusted EBITDA as a percentage of net sales. We use adjusted EBITDA and adjusted EBITDA margin to assess segment performance and make decisions about the allocation of operating and capital resources by analyzing recent results, trends, and variances of each segment in relation to forecasts and historical performance.
| Apogee Enterprises, Inc. | ||
| Reconciliation of Non-GAAP Financial Measures | ||
| Adjusted EBITDA and Adjusted EBITDA Margin | ||
| (Unaudited) | ||
| Three Months Ended May 30, 2026 | ||||||||||||||||||||||||||||||||||||||
| (In thousands) | Architectural Metals | Architectural Services | Architectural Glass | Performance Surfaces | Corporate and Other | Consolidated | ||||||||||||||||||||||||||||||||
| Net earnings (loss) | $ | 9,759 | $ | 5,372 | $ | 2,496 | $ | 2,628 | $ | (8,720) | $ | 11,535 | ||||||||||||||||||||||||||
| Interest expense (income), net | 386 | (33) | (172) | — | 2,653 | 2,834 | ||||||||||||||||||||||||||||||||
| Income tax expense | 71 | 4,326 | 4,397 | |||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 3,554 | 798 | 3,499 | 3,950 | 778 | 12,579 | ||||||||||||||||||||||||||||||||
| EBITDA | 13,699 | 6,137 | 5,894 | 6,578 | (963) | 31,345 | ||||||||||||||||||||||||||||||||
Acquisition-related costs (1) | — | — | — | — | 770 | 770 | ||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 13,699 | $ | 6,137 | $ | 5,894 | $ | 6,578 | $ | (193) | $ | 32,115 | ||||||||||||||||||||||||||
| EBITDA margin | 11.2 | % | 5.3 | % | 8.7 | % | 14.8 | % | N/M | 9.1 | % | |||||||||||||||||||||||||||
| Adjusted EBITDA margin | 11.2 | % | 5.3 | % | 8.7 | % | 14.8 | % | N/M | 9.4 | % | |||||||||||||||||||||||||||
| Three Months Ended May 31, 2025 | ||||||||||||||||||||||||||||||||||||||
| (In thousands) | Architectural Metals | Architectural Services | Architectural Glass | Performance Surfaces | Corporate and Other | Consolidated | ||||||||||||||||||||||||||||||||
| Net earnings (loss) | $ | 3,669 | $ | (6,193) | $ | 10,202 | $ | 4,132 | $ | (14,498) | $ | (2,688) | ||||||||||||||||||||||||||
| Interest expense (income), net | 457 | (52) | (145) | — | 3,586 | 3,846 | ||||||||||||||||||||||||||||||||
| Income tax expense | (44) | (8) | 90 | — | 5,053 | 5,091 | ||||||||||||||||||||||||||||||||
| Depreciation and amortization | 3,813 | 1,072 | 3,270 | 3,550 | 731 | 12,436 | ||||||||||||||||||||||||||||||||
| EBITDA | 7,895 | (5,181) | 13,417 | 7,682 | (5,128) | 18,685 | ||||||||||||||||||||||||||||||||
Acquisition-related costs (1) | — | — | — | 277 | 72 | 349 | ||||||||||||||||||||||||||||||||
Restructuring costs (2) | 1,471 | 11,248 | — | — | 2,631 | 15,350 | ||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 9,366 | $ | 6,067 | $ | 13,417 | $ | 7,959 | $ | (2,425) | $ | 34,384 | ||||||||||||||||||||||||||
| EBITDA margin | 6.1 | % | (4.9) | % | 18.3 | % | 18.2 | % | (1.5) | % | 5.4 | % | ||||||||||||||||||||||||||
| Adjusted EBITDA margin | 7.3 | % | 5.7 | % | 18.3 | % | 18.8 | % | (0.7) | % | 9.9 | % | ||||||||||||||||||||||||||
(1) | Acquisition-related costs associated with the pending Keller Companies, Inc. acquisition in fiscal 2027 and UW Solutions acquisition in fiscal 2026, respectively, which management does not consider reflective of core operating performance for the periods presented. | ||||
(2) | Restructuring costs related to Project Fortify Phase 2, including $7.4 million of asset impairment charges in fiscal 2026. | ||||
19
| Reconciliation of Non-GAAP Financial Measures | ||
| Adjusted Net Earnings | ||
| (Unaudited) | ||
| Three Months Ended | ||||||||||||||||||||||||||
| (In thousands) | May 30, 2026 | May 31, 2025 | ||||||||||||||||||||||||
| Net earnings | $ | 11,535 | $ | (2,688) | ||||||||||||||||||||||
Acquisition-related costs (1) | 770 | 349 | ||||||||||||||||||||||||
Restructuring costs (2) | — | 15,350 | ||||||||||||||||||||||||
Income tax impact on above adjustments (3) | (188) | (1,161) | ||||||||||||||||||||||||
| Adjusted net earnings | $ | 12,117 | $ | 11,850 | ||||||||||||||||||||||
(1) | Acquisition-related costs associated with the pending Keller Companies, Inc. acquisition in fiscal 2027 and UW Solutions acquisition in fiscal 2026, respectively, which management does not consider reflective of core operating performance for the periods presented. | ||||
(2) | Restructuring costs related to Project Fortify Phase 2, including $7.4 million of asset impairment charges in fiscal 2026. | ||||
| (3) | Income tax impact reflects the estimated blended statutory tax rate for the jurisdictions in which the charge or income occurred. | ||||
Segment Analysis
Disclosures related to our business segments are included in Note 12 of our Consolidated Financial Statements. We manage our business in four reportable segments: Architectural Metals, Architectural Services, Architectural Glass and Performance Surfaces.
The following table presents net sales, adjusted EBITDA and adjusted EBITDA margin by segment and the consolidated total.
| Three Months Ended | ||||||||||||||||||||||||||||||||||||||
| (In thousands, except percentages) | May 30, 2026 | May 31, 2025 | % Change | |||||||||||||||||||||||||||||||||||
| Segment net sales | ||||||||||||||||||||||||||||||||||||||
| Architectural Metals | $ | 122,443 | $ | 128,624 | (4.8)% | |||||||||||||||||||||||||||||||||
| Architectural Services | 115,237 | 106,505 | 8.2% | |||||||||||||||||||||||||||||||||||
| Architectural Glass | 67,712 | 73,273 | (7.6)% | |||||||||||||||||||||||||||||||||||
| Performance Surfaces | 44,324 | 42,250 | 4.9% | |||||||||||||||||||||||||||||||||||
| Total segment sales | 349,716 | 350,652 | (0.3)% | |||||||||||||||||||||||||||||||||||
| Intersegment eliminations | (7,032) | (4,030) | 74.5% | |||||||||||||||||||||||||||||||||||
| Net sales | $ | 342,684 | $ | 346,622 | (1.1)% | |||||||||||||||||||||||||||||||||
| Segment adjusted EBITDA | ||||||||||||||||||||||||||||||||||||||
| Architectural Metals | $ | 13,699 | $ | 9,366 | 46.3% | |||||||||||||||||||||||||||||||||
| Architectural Services | 6,137 | 6,067 | 1.2% | |||||||||||||||||||||||||||||||||||
| Architectural Glass | 5,894 | 13,417 | (56.1)% | |||||||||||||||||||||||||||||||||||
| Performance Surfaces | 6,578 | 7,959 | (17.4)% | |||||||||||||||||||||||||||||||||||
| Corporate and Other | (193) | (2,425) | 92.0% | |||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 32,115 | $ | 34,384 | (6.6)% | |||||||||||||||||||||||||||||||||
| Segment adjusted EBITDA margin | ||||||||||||||||||||||||||||||||||||||
| Architectural Metals | 11.2 | % | 7.3 | % | ||||||||||||||||||||||||||||||||||
| Architectural Services | 5.3 | % | 5.7 | % | ||||||||||||||||||||||||||||||||||
| Architectural Glass | 8.7 | % | 18.3 | % | ||||||||||||||||||||||||||||||||||
| Performance Surfaces | 14.8 | % | 18.8 | % | ||||||||||||||||||||||||||||||||||
| Corporate and Other | N/A | N/A | ||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA margin | 9.4 | % | 9.9 | % | ||||||||||||||||||||||||||||||||||
Architectural Metals
Comparison of First Quarter Fiscal 2027 to First Quarter Fiscal 2026
•Net sales were $122.4 million, compared to $128.6 million, primarily due to lower volume, partially offset by favorable price and product mix.
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•Adjusted EBITDA was $13.7 million, or 11.2% of net sales, compared to $9.4 million, or 7.3% of net sales. The higher adjusted EBITDA margin was primarily driven by improved mix and favorable productivity including cost savings related to Project Fortify Phase 2, partially offset by the impact of lower volume and the impact from higher aluminum costs.
Architectural Services
Comparison of First Quarter Fiscal 2027 to First Quarter Fiscal 2026
•Net sales were $115.2 million, compared to $106.5 million, driven by increased volume.
•Adjusted EBITDA remained relatively consistent at $6.1 million, or 5.3% of net sales, compared to $6.1 million, or 5.7% of net sales. The decline in adjusted EBITDA margin was driven by unfavorable project mix, mostly offset by benefits from the actions of Project Fortify Phase 2 to reduce the impact of tariffs, and the impact from increased volume.
Cumulative catch-up adjustments on our longer-term contracts for changes in estimates were as follows:
| Three Months Ended | ||||||||||||||||||||||||||||||||
| (in thousands) | May 30, 2026 | May 31, 2025 | ||||||||||||||||||||||||||||||
Gross favorable adjustments | $ | 4,301 | $ | 5,293 | ||||||||||||||||||||||||||||
Gross unfavorable adjustments | (4,970) | (5,226) | ||||||||||||||||||||||||||||||
Net adjustments | $ | (669) | $ | 67 | ||||||||||||||||||||||||||||
Architectural Glass
Comparison of First Quarter Fiscal 2027 to First Quarter Fiscal 2026
•Net sales were $67.7 million, compared to $73.3 million, driven by lower price and volume due to continued end market softness, partially offset by favorable mix.
•Adjusted EBITDA decreased to $5.9 million, or 8.7% of net sales, compared to $13.4 million, or 18.3% of net sales. The decrease in adjusted EBITDA margin was primarily driven by lower price, reduced volume, and material inflation.
Performance Surfaces
Comparison of First Quarter Fiscal 2027 to First Quarter Fiscal 2026
•Net sales were $44.3 million, compared to $42.3 million, driven by increased volume and favorable price.
•Adjusted EBITDA was $6.6 million, or 14.8% of net sales, compared to $8.0 million, or 18.8% of net sales. The decrease in adjusted EBITDA margin was primarily driven by the net impact of higher material and freight costs, partially offset by productivity.
Corporate and Other
Comparison of First Quarter Fiscal 2027 to First Quarter Fiscal 2026
•Corporate and Other adjusted EBITDA expense was $0.2 million, compared to $2.4 million, primarily due to an insurance-related benefit.
Backlog
Backlog is defined as the dollar amount of signed contracts or firm orders, generally as a result of a competitive bidding process, which is expected to be recognized as revenue. Backlog is an operating measure used by management to assess future potential sales revenue. Backlog is not a term defined under U.S. GAAP and is not a measure of contract profitability. Backlog should not be used as the sole indicator of future revenue because we have a substantial number of projects with short lead times that book-and-bill within the same reporting period that are not included in backlog. It is most meaningful for the Architectural Services segment, due to the long-term nature of their projects.
As of May 30, 2026, segment backlog in the Architectural Services Segment was approximately $734.5 million, compared to approximately $682.9 million at the end of the first quarter of fiscal 2026.
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Liquidity and Capital Resources
We rely on cash provided by operations for our ongoing cash requirements, including working capital needs, capital expenditures, satisfaction of contractual commitments (including principal and interest payments on our outstanding indebtedness) and shareholder return through dividend payments and share repurchases.
Operating Activities. Net cash provided by operating activities was $7.4 million for the first three months of fiscal 2027, compared to a use of $19.8 million in the prior year period. The increase in net cash provided by operating activities was driven by higher net earnings and an arbitration settlement payment in the prior year that did not recur.
Investing Activities. Net cash used in investing activities was $9.8 million for the first three months of fiscal 2027, compared to $7.0 million in the prior-year period. The increase net cash used in investing activities was primarily related purchases of marketable securities.
Financing Activities. Net cash used in financing activities was $11.1 million for the first three months of fiscal 2027, compared to $17.6 million of cash provided by financing activities in the prior year period. The change in net cash provided by financing activities was driven by lower net proceeds received from our revolving credit facility, partially offset by $9.7 million of repurchases of common stock.
Additional Liquidity Considerations. We periodically evaluate our liquidity requirements, cash needs and availability of debt resources relative to acquisition plans, significant capital plans, and other working capital needs. See Note 5 to our Consolidated Financial Statements for more information related to our debt agreements.
Outstanding borrowings under the term loan facility were $209.4 million as of May 30, 2026. Outstanding borrowings under the revolving credit facility were $28.0 million as of May 30, 2026.
At May 30, 2026, we had a total of $2.6 million of ongoing letters of credit related to the senior credit facility, construction contracts and insurance collateral that expire in fiscal 2027 and reduce borrowing capacity under the revolving credit facility. As of May 30, 2026, the amount available for revolving borrowings was $419.4 million.
We acquire the use of certain assets through operating leases, such as property, manufacturing equipment, vehicles and other equipment. Future payments for such leases, excluding leases with initial terms of one year or less, were $56.8 million at May 30, 2026, with $11.8 million payable during the remainder of fiscal 2027.
As of May 30, 2026, we had $14.9 million of open purchase obligations, of which payments totaling $7.4 million are expected to become due during the remainder of fiscal 2027.
We are required, in the ordinary course of business, to provide surety or performance bonds that commit payments to our customers for any non-performance. At May 30, 2026, $1.1 billion of these types of bonds were outstanding, of which $239.8 million is in our backlog. These bonds have expiration dates that align with completion of the purchase order or contract. We have not been required to make any payments under these bonds with respect to our existing businesses.
Due to our ability to generate strong cash from operations and our borrowing capability under our committed revolving credit facility, we believe that our sources of liquidity will be adequate to meet our short-term and long-term liquidity and capital expenditure needs. In addition, we believe we have the ability to obtain both short-term and long-term debt to meet our financing needs, including additional sources of debt to finance potential acquisitions, for the foreseeable future. We also believe we will be able to operate our business so as to continue to be in compliance with our existing debt covenants over the next fiscal year.
We continually review our portfolio of businesses and their assets and how they support our business strategy and performance objectives. As part of this review, we may acquire other businesses, pursue geographic expansion, take actions to manage capacity and further invest in, divest and/or sell parts of our current businesses.
Related Party Transactions
No material changes have occurred in the disclosure with respect to our related party transactions set forth in our Annual Report on Form 10-K for the fiscal year ended February 28, 2026.
Critical Accounting Policies
There have been no significant changes to our critical accounting policies from those disclosed in our Annual Report on Form 10-K for the fiscal year ended February 28, 2026.
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Item 3.Quantitative and Qualitative Disclosures About Market Risk
Refer to the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2026, for a discussion of the Company’s market risk. There have been no material changes in market risk since February 28, 2026.
Item 4.Controls and Procedures
a)Evaluation of disclosure controls and procedures: As of the end of the period covered by this report (the Evaluation Date), we carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act)). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in applicable rules and forms, and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
b)Changes in internal controls: There was no change in the Company’s internal control over financial reporting that occurred during the fiscal quarter ended May 30, 2026, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1.Legal Proceedings
The Company is a party to various legal proceedings incidental to its normal operating activities. In particular, like others in the construction supply and services industry, the Company is routinely involved in various disputes and claims arising out of construction projects, sometimes involving significant monetary damages or product replacement. We have in the past and are currently subject to product liability and warranty claims, including certain legal claims related to a commercial sealant product formerly incorporated into our products.
The Company is also subject to litigation arising out of areas such as employment practices, workers compensation and general liability matters. Although it is very difficult to accurately predict the outcome of any such proceedings, facts currently available indicate that no matters will result in losses that would have a material adverse effect on the results of operations, cash flows or financial condition of the Company.
Item 1A.Risk Factors
There have been no significant changes or additions to our risk factors discussed in our Annual Report on Form 10-K for the fiscal year ended February 28, 2026.
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
The following table provides information with respect to purchases made by the Company of its own stock during the first quarter of fiscal 2027:
| Period | Total Number of Shares Purchased (a) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (b) | Maximum Number of Shares that May Yet Be Purchased under the Plans or Programs (b) | ||||||||||||||||||||||
| March 01, 2026 to March 28, 2026 | — | $ | — | — | 1,798,211 | |||||||||||||||||||||
| March 29, 2026 to April 25, 2026 | — | — | — | 1,798,211 | ||||||||||||||||||||||
| April 26, 2026 to May 30, 2026 | 269,500 | 35.80 | 269,500 | 1,528,711 | ||||||||||||||||||||||
| Total | 269,500 | $ | 35.80 | 269,500 | 1,528,711 | |||||||||||||||||||||
(a)This column includes shares repurchased pursuant to our publicly announced repurchase program and, to the extent applicable, shares that were surrendered by plan participants to satisfy withholding tax obligations related to share-based compensation.
(b)In fiscal 2004, announced on April 10, 2003, the Board of Directors authorized the repurchase of 1,500,000 shares of Company stock. The Board increased the authorization by 750,000 shares, announced on January 24, 2008; by 1,000,000 shares on each of the announcement dates of October 8, 2008, January 13, 2016, January 9, 2018, January 14, 2020, October 7, 2021, and June 22, 2022; and by 2,000,000 shares, on each of the announcement dates of October 3, 2018, January 14, 2022 and October 6, 2023. The repurchase program does not have an expiration date.
Item 5. Other Information
Insider Adoption or Termination of Trading Arrangements
During the three months ended May 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted terminated
24
Item 6. Exhibits
| 2.1 | Merger Agreement, dated as of May 27 2026, by and among Keller Companies, Inc., Robert Keller Family Trust (2007), Bruce M. Keller 2012 Irrevocable Trust, Richard R. Keller 2012 Irrevocable Trust, Ark 2012 Irrevocable Trust, Scott F. Keller 2012 Irrevocable Trust and Apogee Enterprises, Inc. Incorporate by reference to Exhibit 2.1 to Registrant's Current Report on Form 8-K filed on May 28, 2026. | ||||
| 3.1 | |||||
| 3.2 | |||||
| 3.3 | |||||
| 31.1# | |||||
| 31.2# | |||||
| 32.1# | |||||
| 32.2# | |||||
| 101# | The following materials from Apogee Enterprises, Inc.’s Quarterly Report on Form 10-Q for the quarter ended May 30, 2026, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Balance Sheets as of May 30, 2026 and February 28, 2026, (ii) the Consolidated Results of Operations for the three months ended May 30, 2026 and May 31, 2025, (iii) the Consolidated Statements of Comprehensive Earnings for the three months ended May 30, 2026 and May 31, 2025, (iv) the Consolidated Statements of Cash Flows for the three-months ended May 30, 2026 and May 31, 2025, (v) the Consolidated Statements of Shareholders' Equity for the three months ended May 30, 2026 and May 31, 2025, and (vi) Notes to Consolidated Financial Statements. | ||||
| 104# | Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101) | ||||
| Exhibits marked with a (#) sign are filed herewith. | |||||
25
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| APOGEE ENTERPRISES, INC. | |||||||||||
| Date: June 30, 2026 | By: /s/ Donald A. Nolan | ||||||||||
| Donald A. Nolan Executive Chair and Chief Executive Officer (Principal Executive Officer) | |||||||||||
| Date: June 30, 2026 | By: /s/ Mark R. Augdahl | ||||||||||
| Mark R. Augdahl Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | |||||||||||
26
Exhibit 31.1
CERTIFICATION
I, Donald A. Nolan, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Apogee Enterprises, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: Date: June 30, 2026
/s/ Donald A. Nolan | |||||
Donald A. Nolan Executive Chair, President and Chief Executive Officer | |||||
Exhibit 31.2
CERTIFICATION
I, Mark R. Augdahl, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Apogee Enterprises, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: Date: June 30, 2026
| /s/ Mark R. Augdahl | |||||
Mark R. Augdahl Interim Chief Financial Officer | |||||
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Apogee Enterprises, Inc. (the “Company”) on Form 10-Q for the period ended May 30, 2026 as filed with the Securities and Exchange Commission (the “Report”), I, Donald A. Nolan, Executive Chair, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that based on my knowledge:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Donald A. Nolan | |||||
| Donald A. Nolan Executive Chair, President and Chief Executive Officer | |||||
| Date: June 30, 2026 | |||||
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Apogee Enterprises, Inc. (the “Company”) on Form 10-Q for the period ended May 30, 2026 as filed with the Securities and Exchange Commission (the “Report”), I, Mark R. Augdahl, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that based on my knowledge:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Mark R. Augdahl | |||||
| Mark R. Augdahl Interim Chief Financial Officer | |||||
| Date: June 30, 2026 | |||||