UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~November~~May 2930, ~~2025~~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

_________________________________

APOGEE ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

_________________________________

Minnesota

41-0919654

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

4400 West 78th Street, Suite 520

Minneapolis

Minnesota

55435

(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

Common stock, par value $0.33 1/3 per share

APOG

The Nasdaq Stock Market

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.

Large accelerated filer

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 ~~January~~June 525, 2026, 2120,~~510~~868,~~116~~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	Financial Information
Item 1.	Financial Statements (Unaudited):
	Consolidated Balance Sheets	3
	Consolidated Results of Operations	4
	Consolidated Statements of Comprehensive Earnings	5
	Consolidated Statements of Cash Flows	6
	Consolidated Statements of Shareholders' Equity	7
	Notes to Consolidated Financial Statements	98
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2417
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3523
Item 4.	Controls and Procedures	3523
PART II	Other Information
Item 1.	Legal Proceedings	3624
Item 1A.	Risk Factors	3624
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3624
Item 5.	Other Information	3624
Item 6.	Exhibits	3725
Signatures		3826

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1.Financial Statements

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except stock data)

~~November~~May 2930, ~~2025~~2026

~~March~~February 128, ~~2025~~2026

Assets

Current assets

Cash and cash equivalents

4126,~~315~~434

4139,~~448~~523

Receivables, net

~~176~~192,~~588~~204

~~185~~198,~~590~~516

Inventories, net

~~102~~101,~~495~~803

9298,~~305~~059

Contract assets

6659,~~645~~344

7159,~~842~~512

Other current assets

4850,~~954~~619

5043,~~919~~823

Total current assets

~~435~~430,~~997~~404

~~442~~439,~~104~~433

Property, plant and equipment, net of accumulated depreciation of $476,911 and $469,480

253,092

268,139

Property, plant and equipment, net

247,763

255,032

Operating lease right-of-use assets

5045,~~903~~633

6248,~~314~~736

Goodwill

236,~~386~~647

~~235~~236,~~775~~744

Intangible assets, net

~~113~~108,~~673~~592

~~128~~111,~~417~~261

Other non-current assets

2532,~~977~~420

3831,~~520~~139

Total assets

1,~~116~~101,~~028~~459

1,~~175~~122,~~269~~345

Liabilities and Shareholders’ Equity

Current liabilities

Accounts payable

9286,~~844~~166

98105,~~804~~478

Accrued compensation and benefits

3330,~~906~~435

4839,~~510~~667

Contract liabilities

4368,~~086~~265

3560,~~193~~903

Operating lease liabilities

14,~~504~~737

1514,~~290~~729

Other current liabilities

45,~~405~~002

8746,~~659~~079

Total current liabilities

~~229~~244,~~745~~605

~~285~~266,~~456~~856

Long-term debt

~~255~~237,~~000~~411

~~285~~232,~~000~~279

Non-current operating lease liabilities

4135,~~981~~780

5139,~~632~~375

Non-current self-insurance reserves

3226,~~180~~439

3024,~~382~~914

Other non-current liabilities

4445,~~831~~205

3447,~~901~~127

Commitments and contingent liabilities (Note 6)

Shareholders’ equity

Junior preferred stock of $1.00 par value; authorized 200,000 shares; zero issued and outstanding

—

Common stock of $0.33-1/3 par value; authorized 50,000,000 shares; issued and outstanding 21,062,901 and 21,220,350, respectively

7,021

7,073

Common stock of $0.33-1/3 par value; authorized 50,000,000 shares; issued and outstanding 21,494,322 and 21,417,631, respectively

7,164

7,139

Additional paid-in capital

159,043

159,085

Additional paid-in capital

161,031

156,075

Retained earnings

374,103

376,438

Retained earnings

377,306

359,976

Accumulated other comprehensive loss

(28,148)

(30,802)

Accumulated other comprehensive loss

(33,210)

(35,292)

Total shareholders’ equity

512,019

511,794

Total shareholders’ equity

512,291

487,898

Total liabilities and shareholders’ equity

1,101,459

1,122,345

Total liabilities and shareholders’ equity

1,116,028

1,175,269

See accompanying notes to consolidated financial statements.

Table of Contents

CONSOLIDATED RESULTS OF OPERATIONS

(Unaudited)

	Three Months Ended				~~Nine Months Ended~~
(In thousands, except per share data)	~~November~~May 2930, ~~2025~~2026		~~November~~May 3031, ~~2024~~2025		~~November 29, 2025~~		~~November 30, 2024~~
Net sales	$	~~348~~342,~~563~~684	$	~~341~~346,~~344~~622	$	~~1,053,379~~	$	~~1,015,300~~
Cost of sales	~~265~~267,~~571~~654		~~252~~271,~~195~~497		~~812,654~~		~~729,975~~
Gross profit	8275,~~992~~030		8975,~~149~~125		~~240,725~~		~~285,325~~
Selling, general and administrative expenses	5856,~~113~~191		6068,~~520~~194		~~182,026~~		~~173,350~~
Operating income	2418,~~879~~839		286,~~629~~931		~~58,699~~		~~111,975~~
Interest expense, net	32,~~227~~834		13,~~044~~846		~~11,148~~		~~2,634~~
Other income, net	(2,458)		(60)		(6,916)		(493)
Other expense, net	73		682
Earnings before income taxes	2415,~~110~~932		272,~~645~~403		~~54,467~~		~~109,834~~
Income tax expense	74,~~561~~397		65,~~656~~091		~~16,956~~		~~27,268~~
Net earnings	$	16,549	$	20,989	$	37,511	$	82,566
Net earnings (loss)	$	11,535	$	(2,688)
Basic earnings per share	$	0.78	$	0.96	$	1.76	$	3.79
Basic earnings (loss) per share	$	0.55	$	(0.13)
Diluted earnings per share	$	0.77	$	0.96	$	1.74	$	3.76
Diluted earnings (loss) per share	$	0.54	$	(0.13)
Weighted average basic shares outstanding	21,~~302~~045		21,~~782~~338		~~21,349~~		~~21,789~~
Weighted average diluted shares outstanding	21,~~592~~312		21,~~917~~338		~~21,568~~		~~21,937~~

See accompanying notes to consolidated financial statements.

Table of Contents

CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

(Unaudited)

	Three Months Ended				~~Nine Months Ended~~
(In thousands)	~~November~~May 2930, ~~2025~~2026		~~November~~May 3031, ~~2024~~2025		~~November 29, 2025~~		~~November 30, 2024~~
Net earnings	$	16,549	$	20,989	$	37,511	$	82,566
Net earnings (loss)	$	11,535	$	(2,688)
Other comprehensive earnings (loss):
Unrealized gain (loss) on marketable securities, net of $9, $(13), $17, and $16 of tax expense (benefit), respectively	34		(48)		62		60
Unrealized (loss) gain on marketable securities, net of $(29) and $10 of tax (benefit) expense, respectively	(108)		35
Unrealized (loss) gain on derivative instruments, net of $(73), $(21), $(249), and $86 of tax (benefit) expense, respectively	(199)		(69)		(681)		281
Unrealized gain (loss) on derivative instruments, net of $840 and $(32) of tax expense (benefit), respectively	2,462		(94)
Foreign currency translation adjustments	~~(445)~~300		(12,~~619)~~667		~~2,701~~		~~(2,780)~~
Other comprehensive (loss) earnings	(610)		(1,736)		2,082		(2,439)
Other comprehensive earnings	2,654		2,608
Total comprehensive earnings	$	15,939	$	19,253	$	39,593	$	80,127
Total comprehensive earnings (loss)	$	14,189	$	(80)

See accompanying notes to consolidated financial statements.

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CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended
	Three Months Ended
(In thousands)	~~November~~May 2930, ~~2025~~2026		~~November~~May 3031, ~~2024~~2025
Operating Activities
Net earnings	$	37,511	$	82,566
Net earnings (loss)	$	11,535	$	(2,688)
Adjustments to reconcile net earnings to net cash provided by operating activities:
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
Depreciation and amortization	3712,~~456~~579		3012,~~798~~436
Share-based compensation	62,~~570~~309		82,~~067~~300
Deferred income taxes	161,~~762~~333		52,~~109~~496
Loss on disposal of property, plant and equipment	418		159
Impairment of long-lived assets	—		7,418
Impairment on intangible assets	7,418		—
Non-cash lease expense	2,981		3,738
Settlement of New Markets Tax Credit transaction	(6,740)		—
Other, net	(40)		1,622
Non-cash lease expense	10,901		9,926
Changes in operating assets and liabilities:
Other, net	4,596		1,800
Receivables	6,339		(3,938)
Changes in operating assets and liabilities, net of business acquired:
Inventories	(3,699)		(11,255)
Receivables	9,431		(2,191)
Contract assets	113		2,596
Inventories	(9,842)		(8,284)
Accounts payable	(15,638)		1,103
Contract assets	5,317		(8,168)
Accrued compensation and benefits	(9,225)		(16,639)
Accounts payable	(3,873)		6,796
Contract liabilities	7,312		8,104
Accrued compensation and benefits	(14,782)		(20,958)
Operating lease liability	(3,430)		(3,643)
Contract liabilities	7,823		11,499
Accrued income taxes	1,189		1,698
Operating lease liability	(10,628)		(9,387)
Other current assets and liabilities	(6,228)		(25,130)
Accrued income taxes	(3,279)		(6,498)
Net cash provided by (used in) operating activities	7,430		(19,782)
Other current assets and liabilities	(28,437)		(6,104)
Net cash provided by operating activities	66,622		95,130
Investing Activities
Capital expenditures	(186,~~315~~289)		(247,~~696~~167)
Proceeds from sales of property, plant and equipment	1,606		744
Purchases of marketable securities	(4,637)		—
Purchases of marketable securities	(550)		(2,394)
Other, net	1,157		185
Sales/maturities of marketable securities	1,485		2,370
Net cash used in investing activities	(9,769)		(6,982)
Acquisition of business, net of cash acquired	—		(233,125)
Net cash used in investing activities	(15,774)		(257,101)
Financing Activities
Proceeds from revolving credit facilities	8033,000		9559,~~201~~000
Repayment on revolving credit facilities	(~~110~~25,000)		(~~115~~33,~~201~~000)
Proceeds from term loans	—		250,000
Repayment of term loans	(2,867)		—
Repayment of term loans	—		(20,000)
Repurchase of common stock	(9,654)		—
Repurchase of common stock	—		(15,061)
Dividends paid	(5,630)		(5,520)
Dividends paid	(16,567)		(16,238)
Other, net	(995)		(2,835)
Payments of debt issuance costs	—		(3,798)
Net cash (used in) provided by financing activities	(11,146)		17,645
Other, net	(5,342)		(5,884)
Effect of exchange rates on cash	396		502
Net cash (used in) provided by financing activities	(51,909)		169,019
Decrease in cash and cash equivalents	(13,089)		(8,617)
Effect of exchange rates on cash	928		(409)
Cash and cash equivalents at beginning of period	39,523		41,448
(Decrease) increase in cash, cash equivalents and restricted cash	(133)		6,639
Cash and cash equivalents at end of period	$	26,434	$	32,831
Cash, cash equivalents and restricted cash at beginning of period	41,448		37,216
Cash and cash equivalents at end of period	$	41,315	$	43,855
Non-cash Activity
Capital expenditures in accounts payable	$	~~970~~482	$	~~2,299~~922

See accompanying notes to consolidated financial statements.

Table of Contents

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 March 1, 2025	21,418	$	7,139	$	156,075	$	359,976	$	(35,292)	$	487,898
Balance at February 28, 2026	21,220	$	7,073	$	159,085	$	376,438	$	(30,802)	$	511,794
Net loss	—	—		—		(2,688)		—		(2,688)
Net earnings	—	—		—		11,535		—		11,535
Other comprehensive income, net of tax	—	—		—		—		2,~~608~~654		2,~~608~~654
Issuance of stock, net of cancellations	~~182~~123	6141		(61109)		—		—		—(68)
Share-based compensation	—	—		2,~~300~~309		—		—		2,~~300~~309
Other share retirements	(67)	(22)		(526)		(2,267)		—		(2,815)
Share repurchases	(259)	(86)		(2,069)		(7,499)		—		(9,654)
Cash dividends, $0.26 per share	—	—		—		(5,520)		—		(5,520)
Other share retirements	(22)	(7)		(173)		(741)		—		(921)
Balance at May 31, 2025	21,533	$	7,178	$	157,788	$	349,501	$	(32,684)	$	481,783
Cash dividends, $0.27 per share	—	—		—		(5,630)		—		(5,630)
Net earnings	—	—		—		23,649		—		23,649
Balance at May 30, 2026	21,062	$	7,021	$	159,043	$	374,103	$	(28,148)	$	512,019
Other comprehensive income, net of tax	—	—		—		—		84		84
Cancellations of stock, net of issuance	(16)	(5)		(184)		—		—		(189)
Share-based compensation		—		474		—		—		474
Other share retirements	(2)	(1)		(13)		(49)		—		(63)
Cash dividends, $0.26 per share	—	—		—		(5,523)		—		(5,523)
Balance at August 30, 2025	21,515	$	7,172	$	158,065	$	367,578	$	(32,600)	$	500,215
Net earnings	—	—		—		16,549		—		16,549
Other comprehensive loss, net of tax	—	—		—		—		(610)		(610)
Issuance of stock, net of cancellations	19	2		(473)		(205)		—		(676)
Share-based compensation	—	—		3,796		—		—		3,796
Other share retirements	(42)	(10)		(357)		(1,092)		—		(1,459)
Cash dividends, $0.26 per share	—	—		—		(5,524)		—		(5,524)
Balance at November 29, 2025	21,492	$	7,164	$	161,031	$	377,306	$	(33,210)	$	512,291


(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	21,418	$	7,139	$	156,075	$	359,976	$	(35,292)	$	487,898
Net loss	—	—		—		(2,688)		—		(2,688)



Other comprehensive income, net of tax	—	—		—		—		2,608		2,608
Issuance of stock, net of cancellations	182	61		(61)		—		—		—
Share-based compensation	—	—		2,300		—		—		2,300


Other share retirements	(67)	(22)		(526)		(2,267)		—		(2,815)
Cash dividends, $0.26 per share	—	—		—		(5,520)		—		(5,520)
Balance at May 31, 2025	21,533	$	7,178	$	157,788	$	349,501	$	(32,684)	$	481,783

See accompanying notes to consolidated financial statements.

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CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(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 2, 2024	22,089	$	7,363	$	152,818	$	340,375	$	(29,531)	$	471,025
Net earnings	—	—		—		31,011		—		31,011
Other comprehensive income, net of tax	—	—		—		—		521		521
Issuance of stock, net of cancellations	170	57		(57)		—		—		—
Share-based compensation	—	—		2,704		—		—		2,704
Share repurchases	(242)	(81)		(1,860)		(13,120)		—		(15,061)
Other share retirements	(80)	(27)		(603)		(4,206)		—		(4,836)
Declared dividends, $0.25 per share	—	—		—		(5,409)		—		(5,409)
Balance at June 1, 2024	21,937	$	7,312	$	153,002	$	348,651	$	(29,010)	$	479,955
Net earnings	—	—		—		30,566		—		30,566
Other comprehensive income, net of tax	—	—		—		—		(1,224)		(1,224)
Issuance of stock, net of cancellations	16	5		(5)		—		—		—
Share-based compensation	—	—		2,938		—		—		2,938
Share repurchases	—	—		—		—		—		—
Other share retirements	(7)	(2)		(52)		(347)		—		(401)
Cash dividends, $0.25 per share	—	—		—		(5,412)		—		(5,412)
Balance at August 31, 2024	21,946	$	7,315	$	155,883	$	373,458	$	(30,234)	$	506,422
Net earnings	—	—		—		20,989		—		20,989
Other comprehensive loss, net of tax	—	—		—		—		(1,736)		(1,736)
Issuance of stock, net of cancellations	1	—		—		—		—		—
Share-based compensation	—	—		2,425		—		—		2,425
Other share retirements	(8)	(2)		(60)		(552)		—		(614)
Cash dividends, $0.25 per share	—	—		—		(5,417)		—		(5,417)
Balance at November 30, 2024	21,939	$	7,313	$	158,248	$	388,478	$	(31,970)	$	522,069

See accompanying notes to consolidated financial statements.

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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 ~~March~~February 128, ~~2025~~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 ~~and nine~~ month ~~periods~~period ended ~~November~~May 2930, ~~2025~~2026, are not necessarily indicative of the results to be expected for the full year.

Adoption of new accounting standards

On November 27, 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2023-07, Improvements to Reportable Segment Disclosures, which expands the required disclosure for reportable segments. This guidance requires entities to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all segment disclosures which are currently required annually. This ASU additionally requires entities to disclose the title and position of the individual or the name of the group or committee identified as its chief operating decision-maker. We adopted this guidance in the fourth quarter of fiscal 2025 for the annual requirements and in the first quarter of fiscal 2026 for the interim requirements.

Accounting standards not yet adopted

On December 14, 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures. The ASU is effective for our fiscal 2026 annual financial statements and for our interim financial statements beginning fiscal 2027. This guidance expands the existing disclosure requirements for the annual rate reconciliation between the effective tax rate and the statutory federal tax rate by requiring reconciliation items to be disaggregated by defined categories and disclosed as both percentages and amounts. ASU 2023-09 also requires the disaggregation of income taxes paid by jurisdiction for each annual period presented.

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

~~Nine Months Ended~~

(In thousands)

~~November~~May 2930, ~~2025~~2026

~~November~~May 3031, ~~2024~~2025

~~November 29, 2025~~

~~November 30, 2024~~

Recognized at shipment

~~163~~157,~~008~~806

~~150~~158,~~704~~155

~~492,845~~

~~427,945~~

Recognized over time (input method)

~~119~~124,~~570~~199

~~125~~119,~~451~~224

~~356,927~~

~~360,815~~

Recognized over time (output method)

6560,~~985~~679

6569,~~189~~243

~~203,607~~

~~226,540~~

Total

~~348~~342,~~563~~684

~~341~~346,~~344~~622

~~1,053,379~~

~~1,015,300~~

Revenue at shipment is recognized at the time products are shipped from our manufacturing facilities, which is when control is transferred to our customer.

We also recognize revenue over time using both the input method and output method. The contracts for the businesses that recognize revenue following an over-time input method have a single, bundled performance obligation, as these businesses

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generally provide interrelated products and services and integrate these products and services into a combined output specified by the customer. The customer obtains control of this combined output, generally integrated window systems or installed window and curtainwall systems, over time. We measure progress on these contracts by comparing total costs incurred to-date to the total estimated costs for the contract at completion, and record that proportion of the total contract price as revenue in the period. Contract costs include materials, labor and other direct costs related to contract performance. We believe this method of recognizing revenue is consistent with our progress in satisfying our contract obligations.

For revenue recognized following an over-time output method, the customer is considered to have control over the products at the time of production, as the products are highly customized with no alternative use, and we have an enforceable right to payment for performance completed over the production period. We believe this over-time output method of recognizing revenue reasonably depicts the fulfillment of our performance obligations under our contracts.

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 ~~asset~~amount is no longer collectible.

(In thousands)

~~November~~May 2930, ~~2025~~2026

~~March~~February 128, ~~2025~~2026

Trade accounts

~~111~~110,~~819~~933

~~117~~111,~~533~~679

Construction contracts

6682,~~310~~801

7088,~~724~~445

Total receivables

~~178~~193,~~129~~734

~~188~~200,~~257~~124

Less: allowance for credit losses

1,~~541~~530

21,~~667~~608

Receivables, net

~~176~~192,~~588~~204

~~185~~198,~~590~~516

~~The following table summarizes the activity in the allowance for credit losses for the nine months ended November 29, 2025:~~8

(In thousands)	November 29, 2025
Beginning balance	$	2,667
Credits against costs and expenses	(571)
Deductions from allowance, net of recoveries	(581)
Other adjustments	26
Ending balance	$	1,541

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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	$	1,608
Credits against costs and expenses	(19)
Deductions from allowance, net of recoveries	(59)


Ending balance	$	1,530

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)

~~November~~May 2930, ~~2025~~2026

~~March~~February 128, ~~2025~~2026

Contract assets

6659,~~645~~344

7159,~~842~~512

Contract liabilities

4368,~~086~~265

3560,~~193~~903

Other contract-related disclosures

The changes in contract assets and contract liabilities were mainly due to timing of project activity within our businesses that operate under long-term contracts.


	Three Months Ended
(In thousands)	May 30, 2026		May 31, 2025
Revenue recognized related to contract liabilities from prior year-end	$	42,604	$	6,830
Revenue recognized related to prior satisfaction of performance obligations	(759)		473

10Some 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:

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(In thousands)	May 30, 2026
Within one year	$	442,106
Between one and two years	257,429
Beyond two years	37,638
Total	$	737,173

Other contract-related disclosures

	Three Months Ended				Nine Months Ended
(In thousands)	November 29, 2025		November 30, 2024		November 29, 2025		November 30, 2024
Revenue recognized related to contract liabilities from prior year-end	$	700	$	399	$	29,029	$	30,760
Revenue recognized related to prior satisfaction of performance obligations	1,957		4,129		4,366		12,295

Some of our contracts have an expected duration of longer than a year, with performance obligations extending over that time frame. Generally, these contracts are found in our businesses that typically operate with long-term contracts, which recognize revenue over time. The transaction prices associated with unsatisfied performance obligations at November 29, 2025, are expected to be satisfied, and the corresponding revenue to be recognized, over the following estimated time periods:

(In thousands)	November 29, 2025
Within one year	$	530,201
Between one and two years	283,130
Beyond two years	79,485
Total	$	892,816

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

~~Three Months Ended~~

~~Nine Months Ended~~

November 29, 2025

November 30, 2024

November 29, 2025

November 30, 2024

May 30, 2026

May 31, 2025

Operating income

(669)

~~3,976~~

~~5,801~~

~~4,775~~

~~12,905~~

Earnings per share:

Basic

(0.02)

~~0.14~~

0.00

~~0.20~~

~~0.17~~

~~0.45~~

Diluted

(0.02)

~~0.14~~

0.00

~~0.20~~

~~0.17~~

~~0.44~~

~~3.Inventories~~9

(In thousands)	November 29, 2025		March 1, 2025
Raw materials	$	46,900	$	36,804
Work-in-process	17,676		15,554
Finished goods	37,919		39,947
Total inventories, net	$	102,495	$	92,305

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3.Inventories


(In thousands)	May 30, 2026		February 28, 2026
Raw materials	$	42,277	$	43,441
Work-in-process	19,208		18,089
Finished goods	40,318		36,529
Total inventories, net	$	101,803	$	98,059

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
November 29, 2025	$	9,211	$	27	$	137	$	9,101
May 30, 2026	$	18,456	$	3	$	211	$	18,248
March 1, 2025	10,148		33		222		9,959
February 28, 2026	14,989		23		94		14,918

Prism insures a portion of our general liability, workers’ compensation and automobile liability risks using third-party agreements to meet statutory requirements. ~~Our~~The ~~third-party~~reinsurance ~~carriers~~carrier ~~require~~requires Prism to maintain fixed-maturity investments, for the purpose of providing collateral for Prism’'s obligations under ~~these~~the reinsurance agreements.

The amortized cost and estimated fair values of these investments at ~~November~~May 2930, ~~2025~~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

76,~~239~~303

76,~~163~~244

Due after one year through five years

112,~~972~~153

112,~~938~~004

Total

918,~~211~~456

918,~~101~~248

Derivative instruments

We ~~periodically~~may use interest rate swaps, currency put options, forward purchase contracts, or other instruments to manage risks generally associated with foreign exchange rate ~~(primarily related to the Canadian dollar and euro)~~, interest rate and commodity price fluctuations. The information that follows explains the various types of derivatives and financial instruments ~~we use~~used, how such instruments are accounted for, and how such instruments impact our financial position and performance.

InWe ~~the~~have ~~second quarter of fiscal 2026, we~~ entered into an interest rate ~~swap~~swaps with a total notional value of $50125.0 million ~~with an expiration date of August 5~~, ~~2027. In fiscal 2025, we entered into an interest rate swap~~ with ~~a notional value of $75.0 million with an~~ expiration ~~date~~dates ofthroughout ~~January 5, 2027. In~~ fiscal ~~2020~~2027, ~~we entered into an interest rate swap with a notional value of $30.0 million with an expiration date of February 5, 2026. We entered into these swaps~~ to hedge a portion of our exposure to variability in cash flows from interest payments on our floating-rate revolving credit facility.

AsWe have also entered into multiple aluminum commodity swap contracts with an aggregate notional value of ~~November 29,~~$27.7 ~~2025,~~million weto ~~had~~hedge noa ~~foreign~~portion ~~exchange~~of ~~option~~our ~~contracts~~exposure to variability in cash flows associated with Uforecasted aluminum purchases.S. ~~dollar~~These ~~notional~~swap ~~values~~contracts ~~outstanding~~mature over the next twelve months, with final settlements occurring by March 2027.

~~Derivative~~The ~~instruments~~mark-to-market ~~that~~adjustments ~~qualify~~on ~~for~~these ~~hedge~~derivative ~~accounting~~instruments are recorded within our ~~consolidated~~Consolidated ~~balance~~Balance ~~sheets~~Sheets within other current assets ~~and~~or other current liabilities. Gains or losses associated with these instruments are recorded as a component ofwithin ~~accumulated~~the ~~other~~Consolidated ~~comprehensive~~Statements ~~loss~~of Comprehensive Earnings until which time the hedged transaction is settled and gains or losses are ~~reclassified~~recorded toin net earnings.

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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:

(In thousands)	Quoted Prices in Active Markets(Level 1)		Other Observable Inputs(Level 2)		Total Fair Value
November 29, 2025
Assets:
Money market funds	$	30,493	$	—	$	30,493
Municipal bonds	—		9,101		9,101
Interest rate swap contracts	—		125		125
Liabilities:
Interest rate swap contracts	—		806		806
March 1, 2025
Assets:
Money market funds	$	20,758	$	—	$	20,758
Municipal bonds	—		9,959		9,959
Foreign currency option contract	—		29		29
Interest rate swap contracts	—		539		539
Liabilities:
Interest rate swap contracts	—		540		540

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(In thousands)	Quoted Prices in Active Markets (Level 1)		Other Observable Inputs (Level 2)		Total Fair Value
May 30, 2026
Assets:
Money market funds	$	21,550	$	—	$	21,550

Municipal bonds	—		18,248		18,248

Aluminum hedging contract	—		2,684		2,684


Liabilities:

Interest rate swap contracts	—		102		102


February 28, 2026
Assets:
Money market funds	$	31,662	$	—	$	31,662

Municipal bonds	—		14,918		14,918


Aluminum hedging contract	—		401		401
Liabilities:

Interest rate swap contracts	—		701		701

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

We measure certain long‑lived assets — including goodwill, intangible assets, property and equipment, and right‑of‑use lease assets — at fair value on a nonrecurring basis when indicators of impairment are present. These assets, initially recorded at fair value upon acquisition or purchase, are evaluated periodically, and if impairment indicators exist, we compare their carrying values to their estimated fair values and recognize an impairment charge for any excess carrying value. See Note 1 for further information on impairment of long-lived assets.

5.Debt

OnWe ~~July~~are ~~19,~~party ~~2024,~~to ~~we entered into~~ 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 ~~replaced~~contains ~~the~~two ~~previous~~maintenance ~~revolving~~financial ~~credit~~covenants ~~facility~~that ~~with~~require ~~Wells~~our ~~Fargo~~Consolidated ~~Bank,~~Leverage ~~N.A.,~~Ratio (as ~~administrative~~defined ~~agent,~~in the Credit Agreement) to be less than 3.50 and ~~other~~our ~~lenders,~~Consolidated ~~with~~Interest ~~maximum~~Coverage ~~borrowings~~Ratio up(as defined in the Credit Agreement) to ~~$385~~exceed 3.000. At May ~~million~~30, ~~and~~2026, ~~the~~we ~~two~~were ~~Canadian~~in ~~credit~~compliance ~~facilities~~ with ~~Bank~~all covenants as defined under the terms of ~~Montreal~~the ~~totaling~~Credit ~~$25~~Agreement.~~0 million USD.~~

As a result of the execution of the Credit Agreement, in the second quarter of fiscal 2025, we recognized a loss on extinguishment of debt within interest expense of $0.5 million for the write-off of unamortized financing fees related to the previous revolving credit facility. Additionally, we capitalized $3.0 million of lender fees and $0.8 million of third-party fees incurred in connection with the Credit Agreement, which were recorded as other non-current assets and are being amortized over the term of the credit facility as interest expense.11

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 November 29, 2025, we were in compliance with all covenants as defined under the terms of the Credit Agreement.

The Credit Agreement also contains an acquisition “holiday”. In the event we make an acquisition for which the purchase price is greater than $75.0 million, we can elect to increase the maximum Consolidated Leverage Ratio (as defined in the Credit Agreement) to 4.00 for a period of four consecutive fiscal quarters, commencing with the fiscal quarter in which a qualifying acquisition occurs. No more than two acquisition holidays can occur during the term of the Credit Agreement, and at least two fiscal quarters must separate qualifying acquisitions.

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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, ~~in each~~ 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.

~~The~~Outstanding ~~Credit~~borrowings ~~Agreement~~under ~~also~~the ~~contains~~term anloan ~~“accordion”~~facility ~~provision~~and current floating rate revolving facility were $209.4 ~~Under~~million ~~this~~and ~~provision~~$28.0 million, respectively, as of May 30, 2026. At May 30, 2026, we ~~can~~had ~~request~~a ~~that~~total of $2.6 million of ongoing letters of credit related to the senior credit facility, beconstruction ~~increased~~contracts byand ~~unlimited~~insurance ~~additional~~collateral ~~amounts.~~that ~~Any~~expire ~~lender~~in ~~may~~fiscal ~~elect~~2027 orand ~~decline~~reduce toborrowing ~~participate~~capacity inunder the ~~requested~~floating ~~increase~~rate atrevolving ~~their~~credit ~~sole~~facility ~~discretion~~to an amount of $419.4 million.

OnInterest ~~November~~payments 4,under ~~2024, as part of~~ the ~~acquisition~~credit offacilities UWwere ~~Interco,~~$3.0 ~~LLC~~million ~~(UW~~and ~~Solutions),~~$4.5 ~~and~~million for ~~working~~the ~~capital~~three ~~and~~months ~~general~~ended ~~corporate purposes~~May 30, we2026 ~~executed~~and aMay 31, ~~drawdown~~2025, ~~against~~respectively. ~~the~~The ~~delayed~~weighted ~~draw~~average ~~term~~interest ~~loan~~rates ~~facility~~on ~~for~~borrowings ~~$250.0 million.~~outstanding, ~~Outstanding~~inclusive ~~borrowings~~of ~~under~~ the ~~term~~impact ~~loan~~of ~~facility~~our ~~were~~interest ~~$215.0~~rate ~~million~~swaps as of ~~November~~May 2930, ~~2025.~~2026, ~~Outstanding~~and ~~borrowings~~February ~~under~~28, ~~the~~2026, ~~revolving credit facility~~ were ~~$40~~4.043% ~~million~~and ~~as of November 29~~4.44%, ~~2025~~respectively.

At November 29, 2025, 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 November 29, 2025, the amount available for revolving borrowings was $407.4 million.


	Three Months Ended
(In thousands)	May 30, 2026		May 31, 2025
Interest on debt	$	3,051	$	4,483
Interest rate swap expense (gain)	85		(181)
Other interest expense	192		115
Interest income	(494)		(571)
Interest expense, net	$	2,834	$	3,846

The fair value of our senior credit facility approximated carrying value at ~~November~~May 2930, ~~2025~~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.

	Three Months Ended				Nine Months Ended
(In thousands)	November 29, 2025		November 30, 2024		November 29, 2025		November 30, 2024
Interest on debt	$	3,911	$	2,077	$	13,005	$	4,590
Interest rate swap gain	(242)		(223)		(555)		(695)
Other interest expense	172		38		475		653
Interest income	(614)		(848)		(1,777)		(1,914)
Interest expense, net	$	3,227	$	1,044	$	11,148	$	2,634

Interest payments under the credit facilities were $13.2 million and $3.5 million for the nine months ended November 29, 2025 and November 30, 2024, respectively. The weighted average interest rates on borrowings outstanding, inclusive of the impact of our interest rate swaps as of November 29, 2025, and March 1, 2025, were 3.16% and 4.32%, respectively.

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 ~~November~~May 2930, ~~2025~~2026, $1.21 billion of these types of bonds were outstanding, of which $~~253~~239.08 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.

Nine Months Ended

Three Months Ended

(In thousands)

~~November~~May 2930, ~~2025~~2026

Beginning balance

1812,~~461~~903

Credits against costs and expenses

(1,044)

Additional provision

1,399

Claims paid

(31,~~504~~391)

Ending balance

1312,~~913~~911

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.

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Architectural Metals Segment. We manage the risk of these exposures through contract negotiations, proactive project management and insurance coverages.

Letters of credit

At ~~November~~May 2930, ~~2025~~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 $1614.49 million as of ~~November~~May 2930, ~~2025~~2026.

~~New Markets Tax Credit (NMTC) transactions~~12

~~During~~Table ~~the~~of second quarter ended August 30, 2025, one NMTC transaction was settled and, as a result, a $4.6 million benefit was recorded in other (income) expense, net. During the third quarter ended November 29, 2025, the final remaining NMTC transaction was settled and, as a result, a $2.1 million benefit was recorded in other (income) expense, net.Contents

When these transactions were initiated, the proceeds received from investors were included within other current liabilities in our consolidated balance sheets. The NMTC arrangements were subject to 100 percent tax credit recapture for a period of seven years from the date of transaction. Upon the termination, proceeds were recognized in earnings in exchange for the transfer of tax credits. The direct and incremental costs incurred in structuring this arrangement were deferred and were included in other current assets in our consolidated balance sheets. These costs were recognized in conjunction with the recognition of the related proceeds as settled. During the construction phase or for working capital purposes, we were required to hold cash dedicated to fund the project, which was classified as restricted cash in our consolidated balance sheet. As a result of the structure of these transactions, a variable-interest entity was created. As the other investors in these programs did not have a material interest in the entity's underlying economics, we included 100% of the results of the variable-interest entity in our consolidated financial statements.

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.

In December 2022, the claimant in an arbitration of one such claim was awarded $20.0 million by an arbitration panel. The claimant then sought to confirm this award in Los Angeles Superior Court in March 2023. In response, the Company moved to vacate the award. Later in March 2023, the Superior Court confirmed the award, which the Company appealed in June 2023. The appeal was argued before the California Court of Appeals, Second Appellate District, Division Seven, on March 7, 2025. The California Court of Appeals confirmed the judgment of the Superior Court on March 25, 2025, and the Company paid the final arbitration award, including accrued post-judgment interest, in the amount of $24.7 million, on April 7, 2025. As a result of the judgment, in the fourth quarter of fiscal 2025, we recorded expense of $9.4 million, which represented the impact of the award amount net of existing reserves and insurance proceeds of $11.0 million.

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~~Consolidated ~~balance~~Balance ~~sheets~~Sheets and are reflected in ~~net cash provided by~~ operating activities in our ~~consolidated~~Consolidated ~~statements~~Statements of ~~cash~~Cash ~~flows~~Flows when settled.

The following table summarizes the obligation activity and outstanding balance for the ~~nine~~three months ended ~~November~~May 2930, ~~2025~~2026, that we have confirmed as valid to the administrators of our program:


(In thousands)	May 30, 2026
Balance at beginning of period	$	7,857
Obligations added to the program	13,003
Obligations settled	(12,234)
Balance at end of period	$	8,626

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(In thousands)	November 29, 2025
Balance at beginning of period	$	6,846
Obligations added to the program	39,692
Obligations settled	(39,690)
Balance at end of period	$	6,848

8.Shareholders' Equity

We paid dividends totaling $165.6 million ($0.7827 per share) in the first ~~nine~~three months of fiscal ~~2026~~2027, compared to dividends paid of $165.25 million ($0.7526 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 ~~nine~~three months ended ~~November~~May 2930, ~~2025~~2026, we ~~did~~repurchased ~~not~~269,500 ~~repurchase~~ shares under the program., ~~During~~for ~~the~~a ~~nine~~total ~~months~~of ~~ended~~$9.7 ~~November 30,~~million. ~~2024,~~No weshares were repurchased ~~241,573~~during ~~shares under~~ the ~~program,~~three ~~for~~months aended ~~total~~May 31, ~~cost of $15~~2025.1 ~~million.~~ We have repurchased a total of 12,~~063~~721,~~207~~289 shares, at a total cost of $~~438~~463.51 million, since the inception of this program in fiscal 2004. We have remaining authority to repurchase 21,~~186~~528,~~793~~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~~Consolidated ~~statement~~Statement of ~~cash~~Cash ~~flows~~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 shares issued and outstanding as of May 30, 2026.

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. ~~These~~We ~~awards~~have ~~may~~a be2019 inStock ~~the~~Incentive ~~form~~Plan ~~of incentive stock options (to employees only), restricted stock awards~~ and ~~restricted stock units, and performance share unit awards, all of which are granted at~~ a ~~price~~2019 orNon-Employee ~~with~~Director anStock ~~exercise~~Plan ~~price equal to~~ (the ~~fair~~Plans) ~~market~~that ~~value~~provide offor the ~~Company’s~~issuance ~~stock~~of at2,150,000 ~~the~~and ~~date~~300,000 ofshares, ~~award~~respectively, ~~unless~~for ~~the~~various ~~date~~forms of ~~the~~stock-based ~~award~~compensation isto onemployees aand ~~day~~non-employee ~~the~~directors. ~~Nasdaq~~Awards ~~Stock~~under ~~Market~~these isPlans ~~not~~may ~~open~~be ~~for~~in ~~trading. In that case,~~ the ~~exercise~~form ~~price~~of ~~shall~~incentive ~~equal~~stock ~~the~~options ~~fair~~(to ~~market~~employees ~~value~~only), onnon-statutory ~~the~~options, ~~most~~stock-settled ~~recent~~stock ~~preceding~~appreciation ~~date~~rights ~~when~~(SARs), ~~such~~restricted ~~market~~stock isawards, ~~open.~~or

~~The table below sets forth the number of stock-based compensation awards granted during the nine months ended November 29, 2025, along with the weighted average grant date fair value:~~13

Awards	Number of Awards	Weighted Average Grant Date Fair Value
Restricted stock awards and restricted stock units(1)	178,103	$	43.92
Performance share units (2)	53,542	$	45.44

(1)			Represent service condition awards which generally vest over a two- or three-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 0% and 200% of target, dependent on being employed at the end of the performance period and achieving defined performance goals for average adjusted return on invested capital and cumulative adjusted earnings per share.

Total share-based compensation expense included in the results of operations was $3.8 million and $2.4 million for the three months ended November 29, 2025, and November 30, 2024, respectively and $6.6 million and $8.1 million for the nine months ended November 29, 2025, and November 30, 2024, respectively.

On October 31, 2025, the Company announced the separation of its Chief Executive Officer. In connection with this separation agreement, the Board of Directors approved the accelerated vesting of certain outstanding unvested restricted stock awards and performance share unit awards previously granted. As a result of this modification, the Company recognized incremental stock-based compensation expense of $2.1 million during the third quarter of fiscal 2026, representing the fair value of the awards that would have otherwise vested over the remaining service periods. This amount is included in SG&A expenses in the Consolidated Results of Operations.

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Atperformance ~~November 29, 2025, there was $9.4 million of total unrecognized compensation cost related to nonvested~~ share ~~and nonvested share~~ unit awards, ~~which~~all isof ~~expected~~which toare begranted ~~recognized~~at ~~over~~ a ~~weighted~~price ~~average~~or ~~period~~with ofan ~~approximately~~exercise ~~2.0~~price ~~years.~~equal ~~The~~to ~~total~~the fair market value of ~~shares vested during~~ the ~~nine~~Company’s ~~months~~stock ~~ended~~at ~~November 29,~~the ~~2025,~~date ~~was~~of ~~$12~~award.~~4 million.~~

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)	126,781	$	35.50
Performance share units (2)	35,051	$	35.11


(1)			Represent service condition awards which generally vest over a two- or three-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 0% and 200% of target, dependent on being employed at the end of the performance period and achieving defined performance goals for average adjusted return on invested capital and cumulative adjusted earnings per share.

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	$	2,082	$	1,588
Performance share units	227		712


Share-based compensation expense	$	2,309	$	2,300

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

WeThe ~~file~~Company files income tax returns in the U.S. (federal ~~jurisdiction, various U.S. state~~ and ~~local~~certain ~~jurisdictions~~states), Canada, Brazil, and other international jurisdictions. Inand ~~September~~is ~~2025,~~generally ~~the~~subject ~~Company~~to ~~was~~limited ~~notified~~audit ~~that~~activity. ~~the~~The Internal Revenue Service ~~will~~is ~~conduct~~in the process of conducting a U.S. federal examination for fiscal year 2023. ~~There is very limited audit activity of our income tax returns in U.S. state jurisdictions or international jurisdictions.~~

~~For~~The ~~interim periods, income tax expense and resulting~~ effective tax rate ~~are based upon an estimated annual effective tax rate adjusted~~ for the ~~effects of items required to be treated as discrete to the period, including changes in tax laws, changes in estimated exposures for uncertain tax positions and other items. For the~~ three months ended ~~November~~May 2930, ~~2025,~~2026 ~~income tax expense as a percentage of earnings before income tax~~ was 3127.46%, compared to 24211.19% for the same period last year. ~~The~~In ~~change in~~ the ~~effective~~prior ~~tax rate was primarily due to an increase in tax expense on discrete items. For the nine months ended November 29~~year-quarter, ~~2025,~~pretax income ~~tax expense as a percentage of earnings before income tax~~ was ~~31.1%~~low, ~~compared~~resulting toin ~~24.8%~~a ~~for~~disproportionately ~~the~~high ~~same period last year. The increase in the~~ effective tax rate ~~was~~due ~~primarily~~to ~~driven~~the byimpact ~~tax~~of ~~expenses~~unfavorable on discrete tax items.

The total liability for unrecognized tax benefits was $5.9 million at November 29, 2025, compared to $6.0 million at March 1, 2025. Penalties and interest related to unrecognized tax benefits are recorded in income tax expense.

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was signed into law in the United States, introducing a wide array of tax reform measures. These include extensions and modifications to certain provisions originally enacted under the Tax Cuts and Jobs Act. Key changes include the immediate expensing of domestic research and development costs, the reinstatement of 100% bonus depreciation, and a new interest expense limitation based on earnings before interest, taxes, depreciation and amortization (EBITDA). These provisions did not have a material effect on the Company’s effective tax rate for the nine-month period ended November 29, 2025.

11.Earnings per Share

~~The~~Basic ~~following~~earnings ~~table~~per ~~presents~~share ais ~~reconciliation~~computed ofby ~~the~~dividing ~~share~~net ~~amounts~~earnings ~~used~~by in the ~~computation~~weighted average number of ~~basic~~common ~~and~~shares ~~diluted~~outstanding. Diluted earnings per share ~~(diluted~~is ~~EPS):~~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.

	Three Months Ended				Nine Months Ended
(In thousands)	November 29, 2025		November 30, 2024		November 29, 2025		November 30, 2024
Net earnings	$	16,549	$	20,989	$	37,511	$	82,566
Basic earnings per share – weighted average common shares outstanding	21,302		21,782		21,349		21,789
Weighted average effect of nonvested share grants and assumed exercise of stock options	290		135		219		148
Diluted earnings per share – weighted average common shares and potential common shares outstanding	21,592		21,917		21,568		21,937
Stock awards excluded from the calculation of earnings per share because the effect was anti-dilutive (award price greater than average market price of the shares)	213		1		213		18
Earnings per share:
Basic	$	0.78	$	0.96	$	1.76	$	3.79
Diluted	$	0.77	$	0.96	$	1.74	$	3.76

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	21,045	21,338
Weighted average effect of nonvested share grants and assumed exercise of stock options	267	—
Diluted earnings (loss) per share – weighted average common shares and potential common shares outstanding	21,312	21,338
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)	343	224

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12.Business Segment Data

We have four operating segments which are also reportable segments. Each of our four segments has distinct economic characteristics, including products and services provided, production processes and varying ranges in performance and results:

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•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 ~~income (~~expense), net, adjusted depreciation and amortization and the resulting adjusted EBITDA for each of the Company’s four reportable segments are presented below. Segment net sales is defined as net sales ~~for~~of athe ~~certain~~ segment ~~and~~including ~~includes~~sales ~~revenue~~ related to intersegment transactions. We ~~report~~present intersegment net sales ~~intersegment~~ eliminations separately to exclude these sales from our consolidated total. Segment adjusted EBITDA includes intersegment sales transactions and excludes certain corporate costs that are not allocated at a segment level. We report these unallocated corporate costs in Corporate and Other.

	Three Months Ended November 29, 2025
	Three Months Ended May 30, 2026
(In thousands)	Architectural Metals		Architectural Services		Architectural Glass		Performance Surfaces		Total
Net sales	$	124,245	$	105,166	$	66,172	$	52,980	$	348,563
Net sales to external customers	$	122,434	$	115,237	$	60,689	$	44,324	$	342,684
Intersegment net sales	~~188~~9		—		47,~~680~~023		—		47,~~868~~032
Total segment net sales	~~124~~122,~~433~~443		~~105~~115,~~166~~237		7067,~~852~~712		5244,~~980~~324		~~353~~349,~~431~~716
Adjusted cost of sales (1)	(8990,~~437~~054)		(8698,~~747~~910)		(5254,~~307~~878)		(3531,~~776~~913)		(~~264~~275,~~267~~755)
Adjusted SG&A (2)	(2122,~~908~~244)		(910,~~030~~988)		(10,~~378~~383)		(9,~~196~~784)		(5053,~~512~~399)
Adjusted other expense, net (3)	—		—		(12)		—		(12)
Adjusted other expense, net	—		—		(56)		—		(56)
Adjusted depreciation and amortization	3,~~662~~554		~~809~~798		3,~~379~~499		3,~~913~~950		11,~~763~~801
Adjusted EBITDA	$	1613,~~750~~699	$	106,~~198~~137	$	115,~~534~~894	$	116,~~921~~577	$	5032,~~403~~307

	Three Months Ended November 30, 2024
	Three Months Ended May 31, 2025
(In thousands)	Architectural Metals		Architectural Services		Architectural Glass		Performance Surfaces		Total
Net sales	$	138,019	$	104,921	$	65,208	$	33,196	$	341,344
Net sales to external customers	$	128,596	$	106,505	$	69,271	$	42,250	$	346,622
Intersegment net sales	2028		—		54,~~028~~002		—		54,~~048~~030
Total segment net sales	~~138~~128,~~039~~624		~~104~~106,~~921~~505		7073,~~236~~273		3342,~~196~~250		~~346~~350,~~392~~652
Adjusted cost of sales (1)	(~~100~~97,~~397~~603)		(8490,~~402~~664)		(5051,~~033~~759)		(2128,~~747~~217)		(~~256~~268,~~579~~243)
Adjusted SG&A (2)	(2425,~~090~~468)		(1110,~~505~~847)		(1011,~~086~~309)		(59,~~276~~624)		(5057,~~957~~248)
Adjusted other expense, net (3)	—		—		(6)		—		(6)
Adjusted other expense, net	—		—		(58)		—		(58)
Adjusted depreciation and amortization	3,~~932~~813		~~981~~1,073		3,~~069~~270		23,~~461~~550		1011,~~443~~706
Adjusted EBITDA	$	179,~~484~~366	$	96,~~995~~067	$	13,~~180~~417	$	87,~~634~~959	$	4936,~~293~~809


(1)			Adjusted cost of sales excludes $6.9 million related to acquisition and restructuring expense for the three months ended May 31, 2025.
(2)			Adjusted SG&A expense excludes $5.8 million related to acquisition and restructuring expense for the three months ended May 31, 2025.

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	Nine Months Ended November 29, 2025
(In thousands)	Architectural Metals		Architectural Services		Architectural Glass		Performance Surfaces		Total
Net sales	$	393,763	$	312,161	$	203,835	$	143,620	$	1,053,379
Intersegment net sales	228		—		12,471		—		12,699
Total segment net sales	393,991		312,161		216,306		143,620		1,066,078
Adjusted cost of sales (1)	(287,218)		(263,377)		(157,278)		(95,933)		(803,806)
Adjusted SG&A (2)	(71,056)		(30,294)		(32,323)		(27,838)		(161,511)
Adjusted other expense, net (3)	—		—		(77)		—		(77)
Adjusted depreciation and amortization	11,229		2,789		9,970		11,251		35,239
Adjusted EBITDA	$	46,946	$	21,279	$	36,598	$	31,100	$	135,923

	Nine Months Ended November 30, 2024
(In thousands)	Architectural Metals		Architectural Services		Architectural Glass		Performance Surfaces		Total
Net sales	$	412,469	$	301,966	$	226,633	$	74,232	$	1,015,300
Intersegment net sales	92		—		20,407		—		20,499
Total segment net sales	412,561		301,966		247,040		74,232		1,035,799
Adjusted cost of sales (1)	(287,846)		(246,622)		(167,058)		(46,583)		(748,109)
Adjusted SG&A (2)	(73,773)		(34,320)		(31,706)		(12,837)		(152,636)
Adjusted other income, net (3)	—		—		116		—		116
Adjusted depreciation and amortization	12,609		2,887		9,158		4,046		28,700
Adjusted EBITDA	$	63,551	$	23,911	$	57,551	$	18,858	$	163,871

(1)			Adjusted cost of sales excludes $0.1 million and $3.4 million related to acquisition and restructuring expense, respectively, for the three months ended November 29, 2025, and excludes $0.5 million and $13.3 million related to acquisition and restructuring expense, respectively, for the nine months ended November 29, 2025. Adjusted cost of sales excludes $0.1 million of income and $1.3 million of expense related to restructuring for the three and nine months ended November 30, 2024, respectively. For the three and nine months ended November 30, 2024, adjusted cost of sales excludes $0.4 million related to acquisition expense. These adjustments are described in greater detail in the reconciliation below.
(2)			Adjusted SG&A expense excludes $0.2 million and $1.0 million related to acquisition and restructuring expense, respectively, for the three months ended November 29, 2025, and excludes $1.2 million and $6.9 million related to acquisition and restructuring expense, respectively, for the nine months ended November 29, 2025. Adjusted SG&A expense excludes $0.3 million and $1.0 million related to restructuring expense for the three and nine months ended November 30, 2024, respectively. For the three and nine months ended November 30, 2024, adjusted SG&A excludes $0.9 million related to acquisition expense. These adjustments are described in greater detail in the reconciliation below.
(3)			Adjusted other income, net excludes $2.1 million and $6.7 million of NMTC gain recognized for the three and nine months ended November 29, 2025, respectively.

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The following table presents the reconciliation of adjusted EBITDA to net earnings, the nearest measurement under U.S. GAAP:

	Three Months Ended				~~Nine Months Ended~~
(In thousands)	~~November~~May 2930,~~2025~~2026		~~November~~May 3031,~~2024~~2025		~~November 29,2025~~		~~November 30,2024~~
Segment Adjusted EBITDA	$	50,403	$	49,293	$	135,923	$	163,871
Segment adjusted EBITDA	$	32,307	$	36,809
Corporate and Other Expenses	(8,033)		(8,014)		(17,636)		(16,978)
Corporate and Other expenses (1)	(962)		(5,129)
Segment acquisition-related costs (1)	(259)		(1,331)		(1,723)		(1,331)
Segment acquisition-related costs (2)	—		(277)
Segment restructuring costs (2)	(4,401)		(125)		(20,233)		(2,296)
Segment restructuring costs (3)	—		(12,718)
Depreciation and amortization	(12,~~516~~579)		(1112,~~134~~436)		~~(37,456)~~		~~(30,798)~~
Other income (3)	2,143		—		6,740		—
Interest expense, net	(2,834)		(3,846)
Interest expense, net	(3,227)		(1,044)		(11,148)		(2,634)
Income tax expense	(4,397)		(5,091)
Income tax expense	(7,561)		(6,656)		(16,956)		(27,268)
Net earnings (loss)	$	11,535	$	(2,688)
Net earnings	$	16,549	$	20,989	$	37,511	$	82,566

(1)			~~Acquisition-~~Includes $0.8 million in acquisition related costs ~~include~~incurred ~~costs~~at ~~related~~Corporate tofor ~~one-time~~the ~~expenses~~pending ~~incurred~~Keller toCompanies, ~~integrate~~Inc. acquisition in the UWthree ~~Solutions~~months ~~acquisition~~ended May 30, 2026. Includes $2.6 million of restructuring costs in the three months ended May 31, 2025.
(2)			~~Segment~~Acquisition-related ~~restructuring~~costs ~~charges~~incurred ~~related~~ to ~~Project~~integrate ~~Fortify~~the UW Solutions acquisition.
(3)			~~Other~~Segment ~~income,~~restructuring ~~net~~charges ~~includes~~related ~~$2.1~~to ~~million~~Project ~~and~~Fortify ~~$6.7~~Phase ~~million of NMTC gain recognized for the three and nine months ended November 29, 2025, respectively~~2.

13.~~Acquisitions~~Restructuring

OnProject ~~November 4~~Fortify, ~~2024,~~announced wein ~~completed~~ the ~~acquisition~~fourth quarter of UWfiscal ~~Solutions~~2024, ~~for~~was ~~$240.9 million~~a inrestructuring ~~cash.~~program UWdesigned ~~Solutions~~to isstreamline aoperations, ~~U.S.~~improve ~~based~~cost efficiency, ~~vertically~~and ~~integrated~~enhance ~~manufacturer~~the ofCompany’s ~~high-performance~~operating ~~coated~~model, ~~substrates~~primarily ~~with~~within athe ~~portfolio~~Architectural ofMetals ~~well-known~~Segment. ~~brands,~~The ~~including~~program ~~ResinDEK®,~~also ~~ChromaLuxe®,~~included ~~RDC~~process ~~Coatings™,~~ and ~~Unisub®,~~resource ~~each~~optimization ~~known~~within asthe aArchitectural ~~leader~~Services inSegment ~~its~~and ~~specified~~Corporate ~~applications.~~and ~~The~~Other UWand ~~Solutions~~was ~~business~~completed ~~activity~~in isthe ~~included~~fourth inquarter ~~our~~of ~~Performance~~fiscal ~~Surfaces Segment~~2025.

~~The~~A ~~total~~second ~~purchase~~phase ~~consideration was $232.2 million in cash, net~~ of aProject ~~favorable~~Fortify ~~net~~(Phase ~~working~~2) ~~capital adjustment of $0.9 million and cash acquired of $8.7 million. The acquisition~~ was ~~funded~~announced ~~with cash~~ on ~~hand~~April ~~and~~23, ~~borrowings under our existing credit agreement. During fiscal~~ 2025, wefocused ~~incurred~~on ~~total~~driving ~~pre-tax~~additional ~~acquisition-related~~cost ~~expenses~~efficiencies ofand ~~$10.3~~further ~~million~~optimizing ~~associated with~~ the ~~acquisition.~~Company’s ~~During~~operating ~~the~~footprint ~~three-month~~and ~~period~~resource ~~ended~~alignment. ~~November 29,~~The ~~2025,~~actions ~~we incurred integration costs~~ associated with ~~the~~Phase ~~acquisition of $0.3 million, of which $0.1 million and $0.~~2 ~~million~~were ~~are~~substantially ~~included~~completed in ~~cost~~the offourth ~~sales~~quarter ~~and SG&A, respectively, within our Consolidated Results~~ of ~~Operations.~~fiscal ~~During the nine-month period ended November 29~~2026, ~~2025,~~and wetherefore ~~incurred~~no ~~integration~~further ~~costs~~activity ~~associated~~occurred ~~with~~during the ~~acquisition~~first ofquarter ~~$2.0 million,~~ of ~~which~~fiscal $02027.5 ~~million and $1.5 million are included in cost of sales and SG&A, respectively, within our Consolidated Results of Operations.~~

WeDuring ~~accounted for~~ the ~~acquisition~~first asquarter ~~a purchase~~ of afiscal ~~business~~2026, ~~and~~we ~~recorded~~incurred ~~the~~$15.3 ~~excess~~million of ~~the~~pre-tax ~~purchase~~costs ~~price~~associated ~~over~~with ~~the~~Phase ~~estimated~~2, ~~fair value~~ of ~~the~~which ~~assets~~$6.9 ~~acquired~~million ~~and~~was ~~liabilities~~included ~~assumed~~in ascost ~~goodwill~~ of sales and $~~107.~~8 ~~million~~.4 ~~The~~million ~~goodwill~~was ~~recognized~~included iswithin ~~attributable~~SG&A. ~~primarily~~The toSG&A ~~expected~~charges ~~synergies~~include bya ~~integrating~~$5.0 UWmillion ~~Solutions~~non-cash ~~into~~intangible ~~our~~asset ~~Performance~~impairment ~~Surfaces~~charge ~~Segment and by creating a scalable growth platform~~ in the ~~specialty~~Architectural ~~coatings~~Services ~~and~~Segment ~~materials market. The goodwill is expected to be amortized~~ and ~~deductible for income tax purposes~~$2.6 Wemillion ~~have provisionally determined the appropriate fair values~~ of ~~the~~a ~~acquired~~non-cash ~~intangible~~asset ~~assets~~write-off and ~~completed~~other ~~our~~charges ~~analysis~~in ofCorporate ~~the~~and ~~economic lives of the assets acquired~~Other.

20The 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	$	805	$	5,947	$	—	$	6,752

Other restructuring charges	666		5,300		2,632		8,598
Total restructuring charges	$	1,471	$	11,247	$	2,632	$	15,350

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	$	3,581	$	2,311	$	1,082	$	6,974

Payments	(1,151)		(124)		(675)		(1,950)
Other adjustments	(136)		12		—		(124)
Balance at May 30, 2026	$	2,294	$	2,199	$	407	$	4,900

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The following table presents the estimated fair values of assets acquired and liabilities assumed at the acquisition date:

(In thousands)
Assets:
Cash and cash equivalents	$	8,703
Receivables, net	12,427
Inventories, net	17,903
Other current assets	1,122
Property, plant and equipment	26,563
Operating lease right-of-use assets	14,189
Goodwill	107,826
Intangible assets, net	79,679
Other non-current assets	166
Total Assets	$	268,578
Liabilities:
Accounts payable	5,126
Accrued compensation and benefits	6,900
Operating lease liabilities	1,259
Other non-current liabilities	1,490
Noncurrent operating lease liabilities	12,930
Total Liabilities	$	27,705
Net assets recorded	$	240,873

The impact of the acquisition of UW Solutions on our Consolidated Results of Operations for the three-month period ended on November 29, 2025, was $27.9 million of net sales and $0.3 million of net income, and for the nine-month period ended on November 29, 2025, was $74.8 million of net sales and $1.8 million of net loss.

The following supplemental unaudited pro forma information presents our financial results as if the acquisition of UW Solutions had occurred on March 3, 2024. This supplemental pro forma information has been prepared for comparative purposes and would not necessarily indicate what may have occurred if the acquisition had been completed on March 3, 2024, and this information is not intended to be indicative of future results.

(in thousands, except earnings per share data)(Unaudited)	Three Months Ended			Nine Months Ended
		November 30, 2024			November 30, 2024
Net sales		$	359,904		$	1,077,941
Net earnings		20,456			72,150
Earnings per share:
Basic		$	0.94		$	3.31
Diluted		$	0.93		$	3.29

The three-month period ended November 30, 2024, includes $0.6 million of non-recurring integration costs in the three-month proforma period. Nonrecurring charges of $4.4 million of transaction costs, $2.3 million of integration costs, $2.3 million of amortization of acquired backlog, and $1.5 million of inventory step-up expense are included in the nine-month period ended November 30, 2024, and are included in the nine-month proforma period ended November 30, 2024.

These amounts have been calculated after applying our accounting policies and adjusting the results of UW Solutions to reflect the effect of definite-lived intangible assets recognized as part of the business combination on amortization expense as if the acquisition had occurred on March 3, 2024.

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14.Restructuring

During the fourth quarter of fiscal 2024, we announced strategic actions to streamline our business operations, enable a more efficient cost model, and better position the Company for profitable growth (referred to as “Project Fortify”). Project Fortify primarily impacted the Architectural Metals Segment and included:

•Eliminating certain lower-margin product and service offerings, enabling consolidation into a single operating entity.

•Transferring production operations from the Company’s facility in Walker, Michigan, to the Company’s facilities in Monett, Missouri and Wausau, Wisconsin.

•Simplifying the segment’s brand portfolio and commercial model to improve flexibility, better leverage the Company’s capabilities, and enhance customer service.

Additionally, the Company implemented actions to optimize processes and streamline resources in its Architectural Services Segment and Corporate and Other. The Company completed Project Fortify during the fourth quarter of fiscal 2025 and incurred a total of $16.7 million of restructuring charges, which led to an annualized pre-tax cost savings of approximately $14 million.

On April 23, 2025, we announced a second phase of Project Fortify (referred to as "Project Fortify Phase 2" or "Phase 2") to drive further cost efficiencies, primarily in the Architectural Metals and Architectural Services Segments. Phase 2 focuses on further optimizing our operating footprint and aligning resources to enable a more effective operating model. We expect to incur approximately $28 million to $29 million of pre-tax charges associated with Phase 2. The total charges are expected to include the following:

•$15 million to $16 million of severance and employee related costs;

•$5 million to $6 million of contract termination costs; and

•$7 million to $8 million of other expenses.

We expect the actions associated with Phase 2 to be substantially completed by the end of the fourth quarter of fiscal 2026 and expect them to deliver annualized pre-tax cost savings of approximately $25 million to $26 million.

During the third quarter of fiscal 2026, we incurred $5.1 million of pre-tax costs associated with Phase 2, of which $3.5 million is included in cost of sales and $1.6 million is included within SG&A. During the first nine months of fiscal 2026, we incurred $23.6 million of pre-tax costs associated with Phase 2, of which, $13.4 million is included in cost of sales and $10.2 million is included within SG&A. For the nine months ended November 29, 2025, SG&A charges include a $5.0 million non-cash intangible asset impairment charge in the Architectural Services segment and a $2.6 million non-cash asset write-off and other charges in Corporate and Other.

The table below reflects the pretax impact of Project Fortify for the quarters ended November 29, 2025, and November 30, 2024, respectively.

(In thousands)	Architectural Metals		Architectural Services		Corporate and Other		Total
November 29, 2025
Termination benefits	$	1,887	$	181	$	637	$	2,705
Contract termination costs	597		1,662		—		2,259
Other restructuring charges	53		21		42		116
Total restructuring charges	$	2,537	$	1,864	$	679	$	5,080
November 30, 2024
Termination benefits	$	387	$	(764)	$	787	$	410
Other restructuring charges	455		47		—		502
Total restructuring charges	$	842	$	(717)	$	787	$	912

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The table below reflects the pretax impact of Project Fortify for the nine months ended November 29, 2025, and November 30, 2024, respectively.

(In thousands)	Architectural Metals		Architectural Services		Corporate and Other		Total
November 29, 2025
Termination benefits	$	2,693	$	6,653	$	637	$	9,983
Contract termination costs	1,399		3,594		—		4,993
Other restructuring charges	272		5,623		2,683		8,578
Total restructuring charges	$	4,364	$	15,870	$	3,320	$	23,554
November 30, 2024
Termination benefits	$	960	$	(592)	$	917	$	1,285
Contract termination costs	108		—		—		108
Other restructuring charges	1,687		133		—		1,820
Total restructuring charges	$	2,755	$	(459)	$	917	$	3,213

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 2026.

(In thousands)	Architectural Metals		Architectural Services		Corporate and Other		Total
Balance at March 1, 2025	$	1,286	$	650	$	511	$	2,447
Restructuring expense	3,446		5,980		3,320		12,746
Payments	(1,939)		(3,270)		(599)		(5,808)
Balance at November 29, 2025	$	2,802	$	3,360	$	3,232	$	9,394

The charges presented in the roll forward of our restructuring accruals do not include items charged directly to expense as incurred, as those items are not reflected in accrued payroll and related benefits and other current liabilities in the consolidated balance sheets.

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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 ~~March~~February 128, ~~2025~~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.

Non-GAAP Measures

We have included in this report measures of financial performance that are not defined by U.S. GAAP. We believe that these measures provide useful information and include these measures in other communications to investors. For each of these non-GAAP financial measures, we provide a reconciliation of the differences between the non-GAAP measure and the most directly comparable U.S. GAAP measure (see “Reconciliation of Non-GAAP Financial Measures” in this Item 2 below), and an explanation of why we believe the non-GAAP measure provides useful information to management and investors. These non-GAAP measures should be viewed in addition to, and not in lieu of, the comparable U.S. GAAP measure.

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.~~Become~~Accelerate ~~the~~Leadership ~~economic leader~~ in ~~our~~Target ~~target markets~~Markets. We ~~have~~intend ~~developed~~to aenhance ~~deep~~our ~~understanding~~position ofin ~~our~~targeted ~~target~~end markets ~~and~~by ~~aligned~~differentiating ~~our~~through ~~businesses~~deep ~~with~~customer ~~clear~~focus ~~go-to-market~~and ~~strategies~~insight, tousing ~~drive~~an ~~value~~informed ~~for~~understanding ~~our~~of ~~customers~~customer ~~through~~needs ~~differentiated~~to ~~product~~shape ~~and~~our ~~service~~ offerings. Weand ~~are~~delivery ~~focused~~models. onBy ~~operational~~aligning ~~execution~~our capabilities, ~~driving productivity improvements~~investments, and ~~maintaining~~operating aapproach ~~competitive~~around ~~cost~~this ~~structure~~customer‑focused strategy, sowe ~~that~~believe we ~~may~~will ~~bring~~be ~~more~~better ~~value~~positioned to ~~our~~differentiate, ~~customers~~compete effectively, and ~~improve~~strengthen our ~~own~~position ~~profitability~~in the markets we serve.

2.~~Actively~~Grow ~~manage our portfolio to drive higher margins~~ and ~~returns.~~Strengthen Wethe ~~are shifting our business mix toward higher operating margin offerings in order to improve our return on invested capital performance~~Portfolio. We ~~accomplish~~seek ~~this by allocating resources~~ to grow ~~our~~and ~~top~~strengthen ~~performing~~our ~~businesses,~~portfolio ~~actively~~through ~~addressing~~disciplined ~~underperforming~~organic ~~businesses,~~ and ~~investing~~inorganic toinvestments ~~add~~in ~~new~~ differentiated ~~product~~solutions ~~and~~that ~~service~~align ~~offerings~~with toevolving ~~accelerate~~customer ~~our~~needs. ~~growth~~By ~~and~~prioritizing ~~increase~~opportunities ~~margins.~~that Weenhance ~~continually analyze~~ our ~~current~~competitive ~~portfolio~~positioning ~~of products, services,~~ and ~~capabilities~~directly toaddress ~~identify~~customer ~~the~~challenges, ~~best areas for future profitable growth. We also evaluate inorganic opportunities where~~ we ~~can~~will ~~deploy~~reinforce ~~capital~~our todisciplined ~~acquire~~approach ~~businesses that will be accretive~~ to ~~our~~portfolio ~~long-term~~ growth ~~rate~~ and ~~operating margins~~improvement.

3.~~Strengthen~~Advance ~~our~~Core ~~core capabilities~~Capabilities. We ~~are~~expect ~~shifting from our historical, decentralized operating model~~ to ~~one~~advance ~~with~~core ~~center-led~~capabilities ~~functional~~by ~~expertise~~fostering ~~that~~a ~~enables~~culture usof tocontinuous ~~leverage~~improvement ~~the~~grounded ~~scale~~in ofoperational ~~the~~excellence, ~~enterprise~~talent todevelopment, ~~better~~and ~~support~~disciplined ~~the~~process ~~needs of the business~~execution. WeThrough ~~have~~targeted ~~established~~investments ain ~~Company-wide~~people, ~~operating~~systems, ~~system~~and ~~with~~technology, ~~common~~we ~~tools~~will ~~and~~strengthen ~~processes~~our ~~based~~ability onto ~~the~~deliver ~~foundation~~consistent ofperformance ~~Lean~~ and ~~Continuous~~enhance ~~Improvement,~~the ~~which~~customer weexperience ~~call~~across the ~~“Apogee Management System~~organization.~~” Our strategy is~~

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supported by a robust talent management program and a commitment to strong governance to ensure compliance and drive sustainable performance.

Recent Developments

On ~~April~~May 2327, ~~2025~~2026, we ~~announced~~entered aninto ~~extension~~a ofdefinitive ~~Project~~agreement ~~Fortify~~to ~~("Project~~acquire ~~Fortify~~Keller ~~Phase~~Companies, 2"Inc. or(“KCI”), ~~"Phase~~the ~~2")~~controlling toshareholder ~~drive~~of ~~further~~Kalwall ~~cost~~Corporation ~~efficiencies,~~and ~~primarily~~Structures inUnlimited ~~the~~Inc., ~~Architectural~~for ~~Metals~~approximately ~~and~~$105 ~~Architectural~~million ~~Services~~in ~~Segments.~~cash, ~~Phase~~subject 2to ~~focuses~~certain oncustomary ~~further~~purchase ~~optimizing~~price ~~our~~adjustments. ~~operating~~The ~~footprint~~sellers ~~and~~may ~~aligning~~also ~~resources~~receive up to ~~enable~~$10 amillion ~~more~~in ~~effective~~additional ~~operating~~earn‑out ~~model.~~consideration Webased ~~expect~~on ~~the~~achieving ~~actions~~certain offinancial ~~Phase~~objectives 2as todefined ~~incur~~in ~~approximately~~the ~~$28~~agreement. ~~million~~We expect to ~~$29~~fund ~~million~~the oftransaction ~~pre-tax~~with ~~charges.~~cash ~~Phase~~on 2hand isand ~~expected~~borrowings tounder ~~deliver~~our ~~annualized~~existing ~~pre-tax~~credit ~~cost~~facility, ~~savings~~and ofclosing ~~approximately~~is ~~$25~~anticipated ~~million~~in early July, subject to ~~$26~~customary ~~million~~conditions. WeUpon ~~expect~~closing, the ~~actions~~acquired ~~associated~~business ~~with~~is ~~Phase~~expected 2 to be ~~substantially~~integrated ~~completed~~into byour ~~the~~Architectural ~~end~~Glass ofSegment ~~the~~and ~~fourth~~its ~~quarter~~results ofwill ~~fiscal~~be ~~2026.~~included ~~See~~in ~~Note~~our 14consolidated ~~for~~results ~~additional~~of ~~information~~operations from the date of acquisition.

The following selected financial data should be read in conjunction with the Company’s Form 10-K for the year ended March 1, 2025, and the consolidated financial statements, including the notes to consolidated financial statements, included therein.

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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 ~~tables~~is ~~provide~~a ~~various~~discussion ~~components~~ of ~~operations~~our asfinancial ~~year~~condition ~~over~~and ~~year~~results ~~U.S.~~of ~~dollar~~operations ~~and~~during ~~percentage~~the ~~change~~three months ended May 30, as2026 ~~well~~and asthe athree ~~percentage~~months ofended ~~net~~May ~~sales~~31, 2025.

	Three Months Ended						% of Net Sales
(in thousands, except percentages)	~~November~~May 2930, ~~2025~~2026			~~November~~May 3031, ~~2024~~2025			~~November~~May 2930, ~~2025~~2026		~~November~~May 3031, ~~2024~~2025
Net sales	$	~~348~~342,~~563~~684		$	~~341~~346,~~344~~622		100.0	%	100.0	%
Cost of sales	~~265~~267,~~571~~654			~~252~~271,~~195~~497			7678.21	%	7378.93	%
Gross profit	8275,~~992~~030			8975,~~149~~125			2321.89	%	2621.17	%
Selling, general and administrative expenses	5856,~~113~~191			6068,~~520~~194			16.74	%	1719.7	%
Operating income	2418,~~879~~839			286,~~629~~931			75.15	%	82.40	%
Interest expense, net	32,~~227~~834			13,~~044~~846			0.98	%	01.31	%
Other income, net	(2,458)			(60)			(0.7)	%	—	%
Other expense, net	73			682			—	%	0.2	%
Earnings before income taxes	2415,~~110~~932			272,~~645~~403			64.96	%	80.17	%
Income tax expense	74,~~561~~397			65,~~656~~091			21.23	%	1.95	%
Net earnings	$	16,549		$	20,989		4.7	%	6.1	%
Net earnings (loss)	$	11,535		$	(2,688)		3.4	%	(0.8)	%
Effective tax rate	3127.46		%	24211.19		%
Non-GAAP Measures
Adjusted EBITDA	$	32,115		$	34,384		9.4	%	9.9	%
Adjusted net earnings	$	12,117		$	11,850		3.5	%	3.4	%

	Nine Months Ended						% of Net Sales
(in thousands, except percentages)	November 29, 2025			November 30, 2024			November 29, 2025		November 30, 2024
Net sales	$	1,053,379		$	1,015,300		100.0	%	100.0	%
Cost of sales	812,654			729,975			77.1	%	71.9	%
Gross profit	240,725			285,325			22.9	%	28.1	%
Selling, general and administrative expenses	182,026			173,350			17.3	%	17.1	%
Operating income	58,699			111,975			5.6	%	11.0	%
Interest expense, net	11,148			2,634			1.1	%	0.3	%
Other income, net	(6,916)			(493)			(0.7)	%	—	%
Earnings before income taxes	54,467			109,834			5.2	%	10.8	%
Income tax expense	16,956			27,268			1.6	%	2.7	%
Net earnings	$	37,511		$	82,566		3.6	%	8.1	%
Effective tax rate	31.1		%	24.8		%

Comparison of First Quarter Fiscal 2027 to First Quarter Fiscal 2026

~~Comparison~~•Consolidated ofnet ~~Third~~sales ~~Quarter~~decreased ~~Fiscal~~1.1%, ~~2026~~ to ~~Third~~$342.7 ~~Quarter~~million, ~~Fiscal~~driven ~~2025~~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.

•~~Consolidated~~Gross ~~net~~margin ~~sales~~ increased 220 basis to 21.19%, compared to ~~$348~~21.~~6 million~~7%, ~~driven~~primarily bydue ~~$18.4~~to ~~million~~price, ofproductivity ~~inorganic~~improvements ~~sales~~including ~~contribution~~savings from ~~the~~Project ~~acquisition~~Fortify ofPhase UW2, ~~Solutions~~ and favorable ~~product~~ mix, partially offset by higher material and freight costs and impacts from lower volume.

•~~Gross~~Selling, ~~margin~~general, and administrative (SG&A) expense as a percent of net sales decreased to 2316.84%, compared to 2619.17%,. ~~primarily~~This ~~due~~improvement towas ~~impact~~primarily ofdriven ~~lower~~by ~~volume~~the ~~and~~benefits ~~price,~~from ~~higher~~cost ~~aluminum,~~savings ~~restructuring~~included ~~and~~in ~~health~~Project ~~insurance~~Fortify ~~costs,~~Phase ~~partially offset by lower incentive compensation expense~~2.

•~~SG&A~~Operating ~~expense~~income asincreased ~~a percent of net sales decreased~~ to 16$18.~~7%,~~8 ~~compared~~million tofrom 17$6.~~7%.~~9 ~~The~~million, ~~decrease was primarily due to lower acquisition-related costs~~ and ~~lower~~operating ~~incentive~~margin ~~compensation~~increased ~~expense,~~350 ~~partially~~basis ~~offset~~points ~~by higher amortization expense related~~ to ~~the UW Solutions acquisition and incremental stock-based compensation expense related to CEO transition costs~~5.5%.

•~~Operating~~Interest ~~income~~expense ~~declined~~decreased to $242.98 million, ~~from~~due ~~$28.6~~to ~~million,~~a ~~and~~lower ~~operating~~average ~~margin~~debt ~~decreased~~balance ~~130~~in ~~basis~~the ~~points~~first quarter of fiscal 2027 compared to 7the prior year.~~1%.~~

•~~Adjusted~~Other ~~EBITDA~~expense ~~increased~~was to $460.1 million compared to $450.87 million ~~and~~due ~~adjusted EBITDA margin decreased~~ to ~~13.2%~~a ~~compared~~decline ~~to 13.4%. The decrease~~ in ~~adjusted~~value ~~EBITDA~~of ~~margin~~company-owned ~~was~~life ~~primarily driven by lower volume and price, higher aluminum and health~~ insurance ~~costs, partially offset by lower incentive compensation expense and benefits from cost savings related to Project Fortify Phase 2~~assets.

•~~Interest~~Income tax expense ~~increased~~as a percentage of earnings before income tax was 27.6%, compared to $3211.29%. ~~million,~~The decline in the effective tax rate was primarily due to agenerating ~~higher~~greater ~~average~~earnings ~~debt~~before ~~balance~~income ~~resulting~~taxes ~~from~~compared to the ~~acquisition~~first quarter of UWlast ~~Solutions in November 2024~~year.

26•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.

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~~•Other~~Use ~~income~~and ~~was~~Reconciliation ~~$2.5~~of ~~million~~Non-GAAP ~~compared~~Financial ~~to $0.1 million. The change was due to a $2.1 million gain related to a New Markets Tax Credit recognized in the current period.~~Measures

~~•Income~~In ~~tax~~addition ~~expense~~to asreporting afinancial ~~percentage~~results ofin ~~earnings~~accordance ~~before~~with ~~income~~U.S. ~~tax~~GAAP, ~~was~~we 31also provide certain non-GAAP financial measures.4% These measures are not in accordance with, ~~compared~~nor toare 24they a substitute for U.1%S. ~~The~~GAAP ~~increase~~measures, inand may not be comparable to similarly titled measures used by other companies. Management uses non-GAAP measures to evaluate the ~~effective~~Company’s ~~tax~~historical ~~rate~~and ~~was~~prospective ~~primarily~~financial ~~due~~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 ~~increase~~explanation inof ~~tax~~why ~~expense~~we ~~for~~believe ~~discrete~~the ~~items~~non-GAAP measure provides useful information to management and investors.

~~•Net~~Non-GAAP ~~earnings~~measures ~~were~~include: ~~$16.5 million compared to $21.0 million.~~

~~Comparison~~•Adjusted ofnet ~~First~~earnings ~~Nine~~and ~~Months~~adjusted ~~Fiscal~~earnings ~~2026~~per diluted share (adjusted diluted EPS), used by the Company to ~~First~~provide ~~Nine~~meaningful ~~Months~~supplemental ~~Fiscal~~information ~~2025~~about its operating performance by excluding amounts that are not considered part of core operating results, to enhance comparability from period-to-period.

•~~Consolidated~~Adjusted EBITDA, defined as adjusted net ~~sales~~earnings ~~increased~~before ~~3.8%~~interest, totaxes, ~~$1.1~~depreciation, ~~billion~~and amortization, ~~primarily~~and ~~driven~~adjusted byEBITDA ~~$65.3~~margin, ~~million~~defined as adjusted EBITDA as a percentage of ~~inorganic~~net sales. ~~contribution~~We ~~from~~use adjusted EBITDA and adjusted EBITDA margin to assess segment performance and make decisions about the ~~acquisition~~allocation of UWoperating ~~Solutions.~~and ~~This~~capital ~~was~~resources ~~partially~~by ~~offset~~analyzing byrecent ~~lower~~results, ~~volume~~trends, and ~~price~~variances asof aeach ~~result~~segment ofin ~~lower~~relation ~~demand~~to forecasts and historical performance.

~~•Gross~~Apogee ~~margin decreased to 22.9%~~Enterprises, ~~compared to 28~~Inc.~~1%,~~ ~~primarily~~Reconciliation ~~due~~of toNon-GAAP ~~lower~~Financial ~~price~~Measures ~~and~~Adjusted ~~volume,~~EBITDA ~~higher aluminum, restructuring~~ and ~~health~~Adjusted ~~insurance~~EBITDA ~~costs,~~Margin ~~partially offset by lower incentive compensation expenses.~~(Unaudited)

•SG&A expenses as a percent of net sales increased to 17.3%, compared to 17.1%. The increase was primarily due to increased restructuring charges related to Project Fortify Phase 2, increased amortization expense associated with the UW Solutions transaction and incremental stock-based compensation expense related to CEO transition costs, partially offset by lower transaction-related costs and lower incentive compensation expense.


	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		%

•Operating income declined to $58.7 million from $112.0 million, and operating margin decreased 540 basis points to 5.6%.


	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		%

•Adjusted EBITDA decreased to $124.9 million compared to $151.5 million and adjusted EBITDA margin decreased to 11.9% compared to 14.9%. The decrease in adjusted EBITDA margin was primarily driven by lower price and volume, higher material and health insurance costs, partially offset by lower incentive compensation expense and cost savings as a result of Project Fortify Phase 2.


(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.

~~•Interest expense, net increased to $11.1 million, primarily due to a higher average debt balance resulting from the acquisition of UW Solutions.~~19

~~•Other~~Table ~~income~~of ~~was $6.9 million compared to $0.5 million. The change was driven by a $6.7 million gain from New Markets Tax Credits.~~Contents

~~•Income~~Reconciliation ~~tax expense as a percentage~~ of ~~earnings~~Non-GAAP ~~before~~Financial ~~income~~Measures ~~tax~~Adjusted ~~was~~Net ~~31.1%,~~Earnings ~~compared to 24.8% for the same period last year. The increase in the effective tax rate was primarily due to increases in tax expense for discrete items.~~(Unaudited)

•Net earnings were $37.5 million compared to $82.6 million.


	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

WeDisclosures ~~have~~related ~~four~~to ~~operating~~our business segments ~~which~~ are ~~also~~included ~~reportable~~in ~~segments.~~Note ~~Each~~12 of our ~~four~~Consolidated ~~segments~~Financial ~~have~~Statements. ~~distinct~~We ~~economic~~manage ~~characteristics,~~our ~~including~~business ~~products~~in ~~and~~four ~~services~~reportable ~~provided,~~segments: ~~production~~Architectural ~~processes~~Metals, ~~and~~Architectural ~~varying~~Services, ~~ranges~~Architectural inGlass ~~performance~~ and ~~results~~Performance Surfaces.

We evaluate the performance of our segments based on segment net sales and adjusted EBITDA. Our CEO is our CODM. The CODM uses these measurements 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.

The segment measurements provided to, and evaluated by, the CODM are described in Note 12 of our unaudited condensed consolidated financial statements.

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		%

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	Three Months Ended							Nine Months Ended
(In thousands, except percentages)	November 29, 2025			November 30, 2024			% Change	November 29, 2025			November 30, 2024			% Change
Segment net sales
Architectural Metals	$	124,433		$	138,039		(9.9)%	$	393,991		$	412,561		(4.5)%
Architectural Services	105,166			104,921			0.2%	312,161			301,966			3.4%
Architectural Glass	70,852			70,236			0.9%	216,306			247,040			(12.4)%
Performance Surfaces	52,980			33,196			59.6%	143,620			74,232			93.5%
Total segment sales	353,431			346,392			2.0%	1,066,078			1,035,799			2.9%
Intersegment eliminations	(4,868)			(5,048)			(3.6)%	(12,699)			(20,499)			(38.1)%
Net sales	$	348,563		$	341,344		2.1%	$	1,053,379		$	1,015,300		3.8%
Segment adjusted EBITDA
Architectural Metals	$	16,750		$	17,483		(4.2)%	$	46,946		$	63,551		(26.1)%
Architectural Services	10,198			9,994			2.0%	21,279			23,911			(11.0)%
Architectural Glass	11,534			13,180			(12.5)%	36,598			57,551			(36.4)%
Performance Surfaces	11,921			7,828			52.3%	31,100			18,053			72.3%
Corporate and Other	(4,272)			(2,682)			59.3%	(11,040)			(11,519)			(4.2)%
Adjusted EBITDA	$	46,131		$	45,803		0.7%	$	124,883		$	151,547		(17.6)%
Segment adjusted EBITDA margins
Architectural Metals	13.5		%	12.7		%		11.9		%	15.4		%
Architectural Services	9.7		%	9.5		%		6.8		%	7.9		%
Architectural Glass	16.3		%	18.8		%		16.9		%	23.3		%
Performance Surfaces	22.5		%	23.6		%		21.7		%	24.3		%
Corporate and Other	N/M			N/M				N/M			N/M
Adjusted EBITDA margin	13.2		%	13.4		%		11.9		%	14.9		%
N/M Indicates calculation not meaningful.

The following table summarizes the impact that different items had on our net sales for the third quarter fiscal 2026. All net sales for the third quarter of fiscal 2025 were organic.

	Three Months Ended November 29, 2025
(In thousands, except percentages)	Architectural Metals			Architectural Services			Architectural Glass			Performance Surfaces			Intersegment Eliminations			Consolidated
Fiscal 2025 net sales	$	138,039		$	104,921		$	70,236		$	33,196		$	(5,048)		$	341,344
Organic business (1)	(13,606)			245			616			1,417			180			(11,148)
Acquisition (2)	—			—			—			18,367			—			18,367
Fiscal 2026 net sales	$	124,433		$	105,166		$	70,852		$	52,980		$	(4,868)		$	348,563
Total net sales growth (decline)	(9.9)		%	0.2		%	0.9		%	59.6		%	(3.6)		%	2.1		%
Organic business (1)	(9.9)		%	0.2		%	0.9		%	4.3		%	(3.6)		%	(3.3)		%
Acquisition (2)	—		%	—		%	—		%	55.3		%	—		%	5.4		%

	Nine Months Ended November 29, 2025
(In thousands, except percentages)	Architectural Metals			Architectural Services			Architectural Glass			Performance Surfaces			Intersegment Eliminations			Consolidated
Fiscal 2025 net sales	$	412,561		$	301,966		$	247,040		$	74,232		$	(20,499)		$	1,015,300
Organic business (1)	(18,570)			10,195			(30,734)			4,117			7,800			(27,192)
Acquisition (2)	—			—			—			65,271			—			65,271
Fiscal 2026 net sales	$	393,991		$	312,161		$	216,306		$	143,620		$	(12,699)		$	1,053,379
Total net sales growth (decline)	(4.5)		%	3.4		%	(12.4)		%	93.5		%	(38.1)		%	3.8		%
Organic business (1)	(4.5)		%	3.4		%	(12.4)		%	5.5		%	(38.1)		%	(2.7)		%
Acquisition (2)	—		%	—		%	—		%	87.9		%	—		%	6.4		%

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(1)			Organic business includes net sales associated with acquired product lines or businesses that occur after the first twelve months from the date the product line or business is acquired and net sales from internally developed product lines or businesses.
(2)			On November 4, 2024, we completed the acquisition of UW Solutions. For additional information, see Note 13 to the accompanying consolidated financial statements.

Architectural Metals

Comparison of ~~Third~~First Quarter Fiscal ~~2026~~2027 to ~~Third~~First Quarter Fiscal ~~2025~~2026

•Net sales were $~~124~~122.4 million, compared to $~~138~~128.06 million, primarily due to lower volume, partially offset by favorable price and product mix.

•Adjusted EBITDA was $16.8 million, or 13.5% of net sales, compared to $17.5 million, or 12.7% of net sales. The higher adjusted EBITDA margin was primarily driven by favorable productivity including cost savings related to Project Fortify Phase 2, lower incentive compensation expense, and favorable price and product mix, partially offset by lower volume.20

Comparison of First Nine Months of Fiscal 2026 to First Nine Months of Fiscal 2025

•Net sales were $394.0 million, compared to $412.6 million, primarily reflecting lower volume, partially offset by increased price.

•Adjusted EBITDA was $46.9 million, or 11.9% of net sales, compared to $63.6 million, or 15.4% of net sales. The decline in adjusted EBITDA margin was primarily driven by lower volume, higher aluminum costs and less favorable product mix, partially offset by cost savings from Project Fortify Phase 2 and lower incentive compensation costs.

Architectural Services

Comparison of Third Quarter Fiscal 2026 to Third Quarter Fiscal 2025

•Net sales were $105.2 million, compared to $104.9 million, primarily due to increased volume.

•Adjusted EBITDA increased to $10.2 million, or 9.7% of net sales, compared to $10.0 million, or 9.5% of net sales. The increase in adjusted EBITDA margin was primarily driven by lower incentive compensation expense, partially offset by unfavorable project mix.

Comparison of First Nine Months of Fiscal 2026 to First Nine Months of Fiscal 2025

•Net sales were $312.2 million, compared to $302.0 million, primarily due to increased volume, partially offset by unfavorable project mix.

•Adjusted EBITDA decreased to $21.3 million, or 6.8% of net sales, compared to $23.9 million, or 7.9% of net sales. The decrease in adjusted EBITDA margin was primarily driven by the impact of higher tariff costs and unfavorable project mix, partially offset by lower incentive compensation costs.

Cumulative catch-up adjustments on our longer-term contracts for changes in estimates were as follows:

	Three Months Ended
(in thousands)	November 29, 2025		November 30, 2024
Gross favorable adjustments	$	10,763	$	9,739
Gross unfavorable adjustments	(6,787)		(3,938)
Net adjustments	$	3,976	$	5,801

	Nine Months Ended
(in thousands)	November 29, 2025		November 30, 2024
Gross favorable adjustments	$	25,510	$	20,111
Gross unfavorable adjustments	(20,735)		(7,206)
Net adjustments	$	4,775	$	12,905

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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 ~~Third~~First Quarter Fiscal ~~2026~~2027 to ~~Third~~First Quarter Fiscal ~~2025~~2026

•Net sales were $7067.97 million, compared to $7073.23 million, ~~primarily~~driven ~~due~~by tolower ~~increased~~price and volume ~~and~~due ~~favorable~~to ~~mix~~continued end market softness, partially offset by ~~lower~~favorable ~~price driven by lower end-market demand~~mix.

•Adjusted EBITDA decreased to $~~11.~~5.9 million, or 168.37% of net sales, compared to $13.24 million, or 18.83% of net sales. The decrease in adjusted EBITDA margin was primarily driven by lower price ~~and higher material costs~~, ~~partially~~reduced ~~offset by higher~~ volume, ~~favorable mix,~~ and ~~lower~~material ~~short-term incentive compensation expense~~inflation.

Comparison of First Nine Months of Fiscal 2026 to First Nine Months of Fiscal 2025

•Net sales were $216.3 million compared to $247.0 million, primarily reflecting lower volume and price due to lower end-market demand.

•Adjusted EBITDA decreased to $36.6 million, or 16.9% of net sales, compared to $57.6 million, or 23.3% of net sales. The decline in adjusted EBITDA margin was primarily driven by lower volume and price, partially offset by lower incentive compensation expense.

Performance Surfaces

Comparison of ~~Third~~First Quarter Fiscal ~~2026~~2027 to ~~Third~~First Quarter Fiscal ~~2025~~2026

•Net sales were $5344.03 million, compared to $3342.23 million, ~~which~~driven ~~included~~by ~~$18.4~~increased ~~million~~volume ~~of inorganic sales contribution from the acquisition of UW Solutions~~ and ~~organic~~favorable ~~growth of 4~~price.~~3%.~~

•Adjusted EBITDA was $116.96 million, or 2214.58% of net sales, compared to $7.8.0 million, or 2318.68% of net sales. The decrease in adjusted EBITDA margin was primarily driven by the ~~dilutive~~net impact of ~~lower~~higher ~~adjusted~~material ~~EBITDA margin from UW Solutions~~ and ~~unfavorable~~freight ~~productivity~~costs, partially offset by ~~favorable product mix and price~~ productivity.

Comparison of First Nine Months of Fiscal 2026 to First Nine Months of Fiscal 2025

•Net sales were $143.6 million, compared to $74.2 million, which included $65.3 million of inorganic sales contribution from the acquisition of UW Solutions and organic growth of 5.5%.

•Adjusted EBITDA was $31.1 million, or 21.7% of net sales, compared to $18.1 million, or 24.3% of net sales. The decrease in adjusted EBITDA margin was primarily driven by the dilutive effect of lower adjusted EBITDA margin from the UW Solutions acquisition, partially offset by favorable pricing.

Corporate and Other

Comparison of ~~Third~~First Quarter Fiscal ~~2026~~2027 to ~~Third~~First Quarter Fiscal ~~2025~~2026

•Corporate and Other adjusted EBITDA expense was $40.32 million, compared to $2.74 million, primarily ~~driven~~due byto ~~higher~~an ~~health~~ insurance-related ~~costs~~benefit.

Comparison of First Nine Months of Fiscal 2026 to First Nine Months of Fiscal 2025

•Corporate and Other adjusted EBITDA expense was $11.0 million, compared to $11.5 million primarily due to lower incentive compensation expense, partially offset by higher health insurance costs.

Backlog

Backlog ~~represents~~is defined as the dollar amount of signed contracts or firm orders, generally as a result of a competitive bidding process, which ~~may~~is be expected to be recognized as revenue ~~in the future~~. Backlog is ~~most~~an ~~meaningful~~operating ~~for~~measure ~~the~~used ~~Architectural~~by ~~Services~~management ~~Segment due~~ to ~~the~~assess ~~longer-term~~future ~~nature~~potential ofsales ~~their projects~~revenue. Backlog is not a term defined under U.S. GAAP and is not a measure of contract profitability. WeBacklog ~~view~~should ~~backlog~~not be used as ~~one~~the sole indicator of future ~~revenues,~~revenue ~~particularly~~because ~~in our longer-lead time businesses. In addition to backlog,~~ we have a substantial ~~amount~~number of projects with short lead times that book-and-bill within the same reporting period ~~and~~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 ~~November~~May 2930, ~~2025~~2026, segment backlog in the Architectural Services ~~segment~~Segment was approximately $~~774~~734.75 million, compared to approximately $~~742~~682.29 million at the end of the ~~third~~first quarter of fiscal ~~2025~~2026.

3021

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Reconciliation of Non-GAAP Financial Measures

Adjusted net earnings, adjusted diluted earnings per share (adjusted diluted EPS), adjusted EBITDA, and adjusted EBITDA margin are supplemental non-GAAP financial measures provided by the Company to assess performance on a more comparable basis from period-to-period by excluding amounts that management does not consider part of core operating results. Management uses these non-GAAP measures as noted below:

•We use adjusted net earnings, and adjusted diluted EPS to provide meaningful supplemental information about our operating performance by excluding amounts that we do not consider to be part of core operating results to enhance comparability of results from period to period.

•Adjusted EBITDA represents adjusted net earnings before interest, taxes, depreciation, and amortization, and adjusted EBITDA margin is 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.

These non-GAAP measures should be viewed in addition to, and not as an alternative to, the reported financial results of the Company prepared in accordance with U.S. GAAP. Other companies may calculate these measures differently, thereby limiting the usefulness of the measures for comparison with other companies.

Apogee Enterprises, Inc. Reconciliation of Non-GAAP Financial Measures Adjusted EBITDA and Adjusted EBITDA Margin (Unaudited)

	Three Months Ended November 29, 2025
(In thousands)	Architectural Metals			Architectural Services			Architectural Glass			Performance Surfaces			Corporate and Other		Consolidated
Net earnings (loss)	$	12,264		$	7,614		$	8,248		$	7,749		$	(19,326)	$	16,549
Interest expense (income), net	430			(89)			(174)			—			3,060		3,227
Income tax expense	—			—			81			—			7,480		7,561
Depreciation and amortization	3,662			809			3,379			3,913			753		12,516
EBITDA	16,356			8,334			11,534			11,662			(8,033)		39,853
Acquisition-related costs (1)	—			—			—			259			56		315
Restructuring costs (2)	2,537			1,864			—			—			679		5,080
CEO transition costs (3)	—			—			—			—			3,026		3,026
NMTC settlement gain (4)	(2,143)			—			—			—			—		(2,143)
Adjusted EBITDA	$	16,750		$	10,198		$	11,534		$	11,921		$	(4,272)	$	46,131
EBITDA margin	13.1		%	7.9		%	16.3		%	22.0		%	N/M		11.4		%
Adjusted EBITDA margin	13.5		%	9.7		%	16.3		%	22.5		%	N/M		13.2		%

	Three Months Ended November 30, 2024
(In thousands)	Architectural Metals			Architectural Services			Architectural Glass			Performance Surfaces			Corporate and Other		Consolidated
Net earnings (loss)	$	12,146		$	9,734		$	10,115		$	4,841		$	(15,847)	$	20,989
Interest expense (income), net	563			(4)			(121)			—			606		1,044
Income tax expense	—			—			117			—			6,539		6,656
Depreciation and amortization	3,932			981			3,069			2,461			691		11,134
EBITDA	16,641			10,711			13,180			7,302			(8,011)		39,823
Acquisition-related costs (1)	—			—			—			526			4,542		5,068
Restructuring costs (2)	842			(717)			—			—			787		912
Adjusted EBITDA	$	17,483		$	9,994		$	13,180		$	7,828		$	(2,682)	$	45,803
EBITDA margin	12.1		%	10.2		%	18.8		%	22.0		%	N/M		11.7		%
Adjusted EBITDA margin	12.7		%	9.5		%	18.8		%	23.6		%	N/M		13.4		%

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	Nine Months Ended November 29, 2025
(In thousands)	Architectural Metals			Architectural Services			Architectural Glass			Performance Surfaces			Corporate and Other		Consolidated
Net earnings (loss)	$	36,806		$	2,855		$	26,880		$	18,126		$	(47,156)	$	37,511
Interest expense (income), net	1,331			(227)			(450)			—			10,494		11,148
Income tax (benefit) expense	(43)			(8)			198			—			16,809		16,956
Depreciation and amortization	11,229			2,789			9,970			11,251			2,217		37,456
EBITDA	49,323			5,409			36,598			29,377			(17,636)		103,071
Acquisition-related costs (1)	—			—			—			1,723			249		1,972
Restructuring costs (2)	4,363			15,870			—			—			3,321		23,554
CEO transition costs (3)	—			—			—			—			3,026		3,026
NMTC settlement gain (4)	(6,740)			—			—			—			—		(6,740)
Adjusted EBITDA	$	46,946		$	21,279		$	36,598		$	31,100		$	(11,040)	$	124,883
EBITDA margin	12.5		%	1.7		%	16.9		%	20.5		%	N/M		9.8		%
Adjusted EBITDA margin	11.9		%	6.8		%	16.9		%	21.7		%	N/M		11.9		%

	Nine Months Ended November 30, 2024
(In thousands)	Architectural Metals			Architectural Services			Architectural Glass			Performance Surfaces			Corporate and Other		Consolidated
Net earnings (loss)	$	46,509		$	21,460		$	49,342		$	13,481		$	(48,226)	$	82,566
Interest expense (income), net	1,671			23			(317)			—			1,257		2,634
Income tax expense (benefit)	7			—			(632)			—			27,893		27,268
Depreciation and amortization	12,609			2,887			9,158			4,046			2,098		30,798
EBITDA	60,796			24,370			57,551			17,527			(16,978)		143,266
Acquisition-related costs (1)	—			—			—			526			4,542		5,068
Restructuring costs (2)	2,755			(459)			—			—			917		3,213
Adjusted EBITDA	$	63,551		$	23,911		$	57,551		$	18,053		$	(11,519)	$	151,547
EBITDA margin	14.7		%	8.1		%	23.3		%	23.6		%	N/M		14.1		%
Adjusted EBITDA margin	15.4		%	7.9		%	23.3		%	24.3		%	N/M		14.9		%

(1)			Costs related to the acquisition of UW Solutions.
(2)			Restructuring costs related to Project Fortify. Costs incurred in fiscal 2025 were associated with Phase 1 and costs incurred in fiscal 2026 are associated with Phase 2.
(3)			Transition costs related to departure of the Chief Executive Officer during the third quarter of fiscal 2026.
(4)			Gain related to the settlement of a New Markets Tax Credit transactions.

Reconciliation of Non-GAAP Financial Measures Adjusted Net Earnings and Adjusted Diluted Earnings Per Share (Unaudited)

	Three Months Ended				Nine Months Ended
(In thousands)	November 29, 2025		November 30, 2024		November 29, 2025		November 30, 2024
Net earnings	$	16,549	$	20,989	$	37,511	$	82,566
Acquisition-related costs (1)	315		5,873		1,972		5,873
Restructuring costs (2)	5,080		912		23,554		3,213
CEO transition costs (3)	3,026		—		3,026		—
NMTC settlement gain (4)	(2,143)		—		(6,740)		—
Income tax impact on above adjustments (5)	(797)		(1,662)		(4,342)		(2,226)
Adjusted net earnings	$	22,030	$	26,112	$	54,981	$	89,426

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	Three Months Ended				Nine Months Ended
	November 29, 2025		November 30, 2024		November 29, 2025		November 30, 2024
Diluted earnings per share	$	0.77	$	0.96	$	1.74	$	3.76
Acquisition-related costs (1)	0.01		0.27		0.09		0.27
Restructuring costs (2)	0.24		0.04		1.09		0.15
CEO transition costs (3)	0.14		—		0.14		—
NMTC settlement gain (4)	(0.10)		—		(0.31)		—
Income tax impact on above adjustments (5)	(0.04)		(0.08)		(0.20)		(0.10)
Adjusted diluted earnings per share	$	1.02	$	1.19	$	2.55	$	4.08
Weighted average diluted shares outstanding	21,592		21,917		21,568		21,937

(1)			Acquisition-related costs include costs related to one-time expenses incurred to integrate the UW Solutions acquisition.
(2)			Restructuring costs related to Project Fortify. Costs incurred in fiscal 2025 were associated with Phase 1 and costs incurred in fiscal 2026 are associated with Phase 2.
(3)			Transition costs related to departure of the Chief Executive Officer during the third quarter of fiscal 2026.
(4)			Gain related to the settlement of a New Markets Tax Credit transactions.
(5)			Income tax impact reflects the estimated blended statutory tax rate for the jurisdictions in which the charge or income occurred.

Liquidity and Capital Resources

We rely on cash provided by operations for our ~~material~~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 $667.64 million for the first ~~nine~~three months of fiscal ~~2026~~2027, compared to a use of $9519.18 million in the prior year period. The ~~decrease~~increase in net cash provided by operating activities was ~~primarily~~ driven by ~~lower~~higher net earnings and ~~increased cash used for working capital, which included a net payment of $13.7 million for the settlement of~~ an arbitration ~~award~~settlement ~~during~~payment ~~our~~in ~~first fiscal quarter. This was partially offset by lower taxes paid as a result of~~ the ~~One~~prior ~~Big~~year ~~Beautiful~~that ~~Bill~~did ~~Act~~not ~~tax legislation~~recur.

Investing Activities. Net cash used in investing activities was $159.8 million for the first ~~nine~~three months of fiscal ~~2026~~2027, compared to $~~257~~7.10 million in the prior-year period. The increase net cash used in investing activities was primarily related topurchases ~~capital expenditures in the current year period while the prior year period included a net use~~ of ~~cash~~marketable ~~for the acquisition of UW Solutions of $233~~securities.1 ~~million.~~

Financing Activities. Net cash used in financing activities was $5111.91 million for the first ~~nine~~three months of fiscal ~~2026~~2027, compared to $~~169~~17.06 million of cash provided by financing activities in the prior year period. The ~~prior~~change ~~year~~in ~~period~~net ~~included~~cash ~~$250.0~~provided ~~million~~by infinancing ~~proceeds~~activities ~~from~~was ~~financing~~driven ~~for~~by ~~the~~lower ~~acquisition~~net ofproceeds UWreceived ~~Solutions.~~from ~~The~~our ~~prior~~revolving ~~year~~credit ~~period~~facility, ~~also~~partially ~~included~~offset by $159.17 million ~~for~~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.

OnOutstanding ~~July~~borrowings ~~19,~~under ~~2024, we entered into a Credit Agreement (~~the ~~Credit~~term ~~Agreement)~~loan ~~with Bank of America, N.A., as administrative agent, and other lenders. The Credit Agreement provides for an unsecured senior credit~~ facility inwere ~~an aggregate principal amount of up to~~ $~~700~~209.0 4 million, inas ~~which~~of ~~commitments were made through a $450.0~~May ~~million~~30, ~~five-year revolving credit facility and a committed $250~~2026.~~0 million~~ ~~delayed~~Outstanding ~~draw~~borrowings ~~term loan facility. Borrowings~~ under the revolving credit facility ~~can~~were ~~be in Canadian dollars (CAD) limited to~~ $2528.0 million ~~USD.~~as ~~The term loan facility may be utilized in up to two drawdowns, 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~~May 30, ~~2029~~2026.

~~The~~At ~~Credit~~May 30, ~~Agreement~~2026, ~~replaced~~we ~~the~~had ~~previous~~a ~~revolving~~total of $2.6 million of ongoing letters of credit ~~facility~~related ~~with~~to ~~Wells~~the ~~Fargo~~senior ~~Bank,~~credit ~~N.A.~~facility, asconstruction ~~administrative~~contracts ~~agent,~~and insurance collateral that expire in fiscal 2027 and ~~other~~reduce ~~lenders,~~borrowing ~~with~~capacity ~~maximum~~under ~~borrowings~~the uprevolving tocredit ~~$385~~facility.0 As of May ~~million~~30, ~~and~~2026, the ~~two~~amount ~~Canadian~~available ~~credit~~for ~~facilities~~revolving ~~with~~borrowings ~~Bank~~was ~~of Montreal totaling~~ $25419.~~0 million~~4 ~~USD~~million.

AsWe aacquire ~~result of~~ the ~~execution~~use of ~~the~~certain ~~Credit~~assets ~~Agreement,~~through inoperating ~~the~~leases, ~~second~~such ~~quarter~~as ofproperty, ~~fiscal~~manufacturing ~~2025~~equipment, wevehicles ~~recognized~~and aother ~~loss~~equipment. onFuture ~~extinguishment~~payments offor ~~debt~~such ~~within~~leases, ~~interest~~excluding ~~expense~~leases ofwith ~~$0.5 million~~initial ~~for~~terms ~~the write-off~~ of ~~unamortized~~one ~~financing~~year ~~fees~~or ~~related~~less, towere ~~the~~$56.8 ~~previous~~million ~~revolving~~at ~~credit~~May 30, ~~facility. Additionally~~2026, wewith ~~capitalized~~ $311.0 8 million ofpayable ~~lender~~during ~~fees~~the ~~and~~remainder ~~$0.8 million~~ of ~~third-party~~fiscal ~~fees~~ 2027.

33As 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.

~~Table~~We are required, in the ordinary course of ~~Contents~~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.

incurred in connection with the Credit Agreement, which were recorded as other non-current assets and are being amortized over the term of the credit facility as interest expense.

The Credit Agreement also contains an acquisition “holiday”. In the event we make an acquisition for which the purchase price is greater than $75 million, we can elect to increase the maximum Consolidated Leverage Ratio (as defined in the Credit Agreement) to 4.00 for a period of four consecutive fiscal quarters, commencing with the fiscal quarter in which a qualifying acquisition occurs. No more than two acquisition holidays can occur during the term of the Credit Agreement, and at least two fiscal quarters must separate qualifying acquisitions.

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, in each 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.

The Credit Agreement also contains an “accordion” provision. Under this provision, we can request that the senior credit facility be increased by unlimited additional amounts. Any lender may elect or decline to participate in the requested increase at their sole discretion.

On November 4, 2024, as part of the acquisition of UW Solutions, and for working capital and general corporate purposes, we executed a drawdown against the delayed draw term loan facility for $250.0 million. Outstanding borrowings under the term loan facility were $215.0 million as of November 29, 2025. Outstanding borrowings under the revolving credit facility were $40.0 million as of November 29, 2025.

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 $63.2 million at November 29, 2025, with $3.9 million payable during the remainder of fiscal 2026.

As of November 29, 2025, we had $16.4 million of open purchase obligations, of which payments totaling $2.7 million are expected to become due during the remainder of fiscal 2026. These purchase obligations primarily relate to raw material commitments and capital expenditures and are not expected to impact future liquidity, as amounts should be recovered through customer billings.

We expect to make contributions of $0.4 million to our defined-benefit pension plans in fiscal 2026, which will equal or exceed our minimum funding requirements.

As of November 29, 2025, we had reserves of $5.9 million for unrecognized tax benefits. We are unable to reasonably estimate in which future periods the remaining unrecognized tax benefits will ultimately be settled.

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 November 29, 2025, $1.2 billion of these types of bonds were outstanding, of which $253.0 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.

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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 ~~March~~February 128, ~~2025~~2026.

Critical Accounting Policies

There have been no ~~material~~significant changes to our critical accounting policies from those disclosed in our Annual Report on Form 10-K for the fiscal year ended ~~March~~February 128, ~~2025~~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 ~~March~~February 128, ~~2025~~2026, for a discussion of the Company’s market risk. There have been no material changes in market risk since ~~March~~February 128, ~~2025~~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 ~~November~~May 2930, ~~2025~~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

Item 1A.Risk Factors

There have been no ~~material~~significant changes or additions to our risk factors discussed in our Annual Report on Form 10-K for the fiscal year ended ~~March~~February 128, ~~2025~~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 ~~third~~first quarter of fiscal ~~2026~~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)
August 31, 2025 to September 27, 2025	—	$	—	—	2,186,793
March 01, 2026 to March 28, 2026	—	$	—	—	1,798,211
September 28, 2025 to October 25, 2025	—	—		—	2,186,793
March 29, 2026 to April 25, 2026	—	—		—	1,798,211
October 26, 2025 to November 29, 2025	—	—		—	2,186,793
April 26, 2026 to May 30, 2026	269,500	35.80		269,500	1,528,711
Total	—269,500	$	—35.80	—269,500	21,~~186~~528,~~793~~711

(a)WeThis ~~did~~column ~~not~~includes ~~purchase any~~ shares repurchased pursuant to our publicly announced repurchase program ~~during~~and, to the ~~fiscal~~extent ~~quarter~~applicable, ~~nor~~shares that were ~~any shares~~ surrendered ~~to us~~ by plan participants to satisfy withholding tax obligations related to share-based compensation ~~during the quarter~~.

(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 ~~November~~May 2930, ~~2025~~2026, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement”, as each term is defined in Item 408(c) of Regulation S-K.

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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			Restated Articles of Incorporation. (Incorporated by reference to Exhibit 3.1 to Registrant's Annual Report on Form 10-K for the year-ended February 28, 2004.)
3.2			Articles of Amendment to Restated Articles of Incorporation. Incorporated by reference to Exhibit 3.1 to Registrant's Current Report on Form 8-K filed on January 16, 2020.
3.3			Amended and Restated Bylaws of Apogee Enterprises, Inc. (Incorporated by reference to Exhibit 3.3 to the Registrant’s Quarterly Report on Form 10-Q filed on July 1, 2021.)
10.1			Separation Agreement, dated October 30, 2025. (Incorporated by reference to Registrant’s Current Report on Form 8-K filed November 5, 2025.)
10.2			Offer Letter, effective October 31, 2025. (Incorporated by reference to Registrant’s Current Report on Form 8-K filed November 5, 2025.)
31.1#			Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
31.2#			Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
32.1#			Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2#			Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101#			The following materials from Apogee Enterprises, Inc.’s Quarterly Report on Form 10-Q for the quarter ended ~~November~~May 2930, ~~2025~~2026, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Balance Sheets as of ~~November~~May 2930, ~~2025~~2026 and ~~March~~February 128, ~~2025~~2026, (ii) the Consolidated Results of Operations for the three ~~and nine~~ months ended ~~November~~May 2930, ~~2025~~2026 and ~~November~~May 3031, ~~2024~~2025, (iii) the Consolidated Statements of Comprehensive Earnings for the three ~~and nine~~ months ended ~~November~~May 2930, ~~2025~~2026 and ~~November~~May 3031, ~~2024~~2025, (iv) the Consolidated Statements of Cash Flows for the ~~nine~~three-months ended ~~November~~May 2930, ~~2025~~2026 and ~~November~~May 3031, ~~2024~~2025, (v) the Consolidated Statements of Shareholders' Equity for the three ~~and nine~~ months ended ~~November~~May 2930, ~~2025~~2026 and ~~November~~May 3031, ~~2024~~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.

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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: January 7, 2026	By: /s/ Donald A. Nolan
Date: June 30, 2026	By: /s/ Donald A. Nolan
		Donald A. NolanExecutive Chair, President and Chief Executive Officer(Principal Executive Officer)
		Donald A. NolanExecutive Chair and Chief Executive Officer(Principal Executive Officer)

Date: ~~January~~June 730, 2026 By: /s/ Mark R. Augdahl Mark R. ~~AugdahlInterim~~AugdahlExecutive Vice President and Chief Financial Officer(Principal Financial and Accounting Officer)

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