APOGEE ENTERPRISES, INC. (APOG)

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-looking statements

This Quarterly Report on Form 10-Q, including the section, Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains certain statements that are considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements reflect our current views with respect to future events and financial performance. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “forecast,” “project,” “should,” “will,” “continue” or similar words or expressions. All forecasts and projections in this document are “forward-looking statements,” and are based on management’s current expectations or beliefs of the Company's near-term results, based on current information available pertaining to the Company. From time to time, we may also provide oral and written forward-looking statements in other materials we release to the public, such as press releases, presentations to securities analysts or investors, or other communications by the Company. Any or all of our forward-looking statements in this report and in any public statements we make could be materially different from actual results.

Accordingly, we wish to caution investors that any forward-looking statements made by or on behalf of the Company are subject to uncertainties and other factors that could cause actual results to differ materially from such statements. These uncertainties and other risk factors include, but are not limited to, the risks and uncertainties set forth under “Risk Factors” section of our Annual Report on Form 10-K for the year ended February 28, 2026, and in subsequent filings with the U.S. Securities and Exchange Commission, including this Quarterly Report on Form 10-Q.

We also wish to caution investors that other factors might in the future prove to be important in affecting the Company’s results of operations. New factors emerge from time to time; it is not possible for management to predict all such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or a combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Overview

We are a leading provider of architectural products and services for enclosing buildings, and high-performance coating products used in applications for preservation, protection and enhanced viewing. Our four reporting segments are: Architectural Metals, Architectural Services, Architectural Glass, and Performance Surfaces.

Our enterprise strategy is based on the following three key elements:

1.Accelerate Leadership in Target Markets. We intend to enhance our position in targeted end markets by differentiating through deep customer focus and insight, using an informed understanding of customer needs to shape our offerings and delivery models. By aligning our capabilities, investments, and operating approach around this customer‑focused strategy, we believe we will be better positioned to differentiate, compete effectively, and strengthen our position in the markets we serve.

2.Grow and Strengthen the Portfolio. We seek to grow and strengthen our portfolio through disciplined organic and inorganic investments in differentiated solutions that align with evolving customer needs. By prioritizing opportunities that enhance our competitive positioning and directly address customer challenges, we will reinforce our disciplined approach to portfolio growth and improvement.

3.Advance Core Capabilities. We expect to advance core capabilities by fostering a culture of continuous improvement grounded in operational excellence, talent development, and disciplined process execution. Through targeted investments in people, systems, and technology, we will strengthen our ability to deliver consistent performance and enhance the customer experience across the organization.

Recent Developments

On May 27, 2026, we entered into a definitive agreement to acquire Keller Companies, Inc. (“KCI”), the controlling shareholder of Kalwall Corporation and Structures Unlimited Inc., for approximately $105 million in cash, subject to certain customary purchase price adjustments. The sellers may also receive up to $10 million in additional earn‑out consideration based on achieving certain financial objectives as defined in the agreement. We expect to fund the transaction with cash on hand and borrowings under our existing credit facility, and closing is anticipated in early July, subject to customary conditions. Upon closing, the acquired business is expected to be integrated into our Architectural Glass Segment and its results will be included in our consolidated results of operations from the date of acquisition.

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The following selected financial data should be read in conjunction with the Company’s Form 10-K for the year ended February 28, 2026, and the consolidated financial statements, including the notes to consolidated financial statements, included therein.

Results of Operations

The following is a discussion of our financial condition and results of operations during the three months ended May 30, 2026 and the three months ended May 31, 2025.

Comparison of First Quarter Fiscal 2027 to First Quarter Fiscal 2026

•Consolidated net sales decreased 1.1%, to $342.7 million, driven by lower volume within our Architectural Metals and Glass Segments, partially offset by volume improvement within our Architectural Services Segment. Improved pricing and mix within the Architectural Metals Segment offset part of the volume decline.

•Gross margin increased 20 basis to 21.9%, compared to 21.7%, primarily due to price, productivity improvements including savings from Project Fortify Phase 2, and favorable mix, partially offset by higher material and freight costs and impacts from lower volume.

•Selling, general, and administrative (SG&A) expense as a percent of net sales decreased to 16.4%, compared to 19.7%. This improvement was primarily driven by the benefits from cost savings included in Project Fortify Phase 2.

•Operating income increased to $18.8 million from $6.9 million, and operating margin increased 350 basis points to 5.5%.

•Interest expense decreased to $2.8 million, due to a lower average debt balance in the first quarter of fiscal 2027 compared to the prior year.

•Other expense was $0.1 million compared to $0.7 million due to a decline in value of company-owned life insurance assets.

•Income tax expense as a percentage of earnings before income tax was 27.6%, compared to 211.9%. The decline in the effective tax rate was primarily due to generating greater earnings before income taxes compared to the first quarter of last year.

•Net earnings were $11.5 million compared to net loss of $2.7 million.

•Adjusted EBITDA decreased to $32.1 million, compared to $34.4 million, and adjusted EBITDA margin decreased to 9.4%, compared to 9.9%. The decrease in adjusted EBITDA margin was primarily driven by higher material and freight costs and the impacts from lower volume, partially offset by productivity improvements and benefits from cost savings of Fortify Phase 2.

•Adjusted net earnings were $12.1 million compared to $11.9 million.

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Use and Reconciliation of Non-GAAP Financial Measures

In addition to reporting financial results in accordance with U.S. GAAP, we also provide certain non-GAAP financial measures. These measures are not in accordance with, nor are they a substitute for U.S. GAAP measures, and may not be comparable to similarly titled measures used by other companies. Management uses non-GAAP measures to evaluate the Company’s historical and prospective financial performance, measure operational profitability on a consistent basis, as a factor in determining executive compensation, and to provide enhanced transparency to the investment community. For each of these non-GAAP measures, we provide a reconciliation between the non-GAAP measure and the most directly comparable U.S. GAAP measure, and an explanation of why we believe the non-GAAP measure provides useful information to management and investors.

Non-GAAP measures include:

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

•Adjusted EBITDA, defined as adjusted net earnings before interest, taxes, depreciation, and amortization, and adjusted EBITDA margin, defined as adjusted EBITDA as a percentage of net sales. We use adjusted EBITDA and adjusted EBITDA margin to assess segment performance and make decisions about the allocation of operating and capital resources by analyzing recent results, trends, and variances of each segment in relation to forecasts and historical performance.

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to assist the reader in understanding our financial condition and results of operations, including an evaluation of the amounts and certainty of cash flows from operations and from outside sources, and is provided as a supplement to and should be read in conjunction with the consolidated financial statements and related notes in Item 8. Financial Statements and Supplementary Data in this Form 10-K.

Additional information about results of operations and financial condition for fiscal 2025 and 2024 (including the detailed discussion of the prior fiscal year 2025 to 2024 year-over-year changes) can be found in Management’s Discussion and Analysis of Financial Condition and Results of Operations sections in our Annual Report on Form 10-K for the year ended March 1, 2025.

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.

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. See Note 13 to our Consolidated Financial Statements for additional information.

In the first quarter of fiscal 2026, we announced Project Fortify Phase 2 to drive cost efficiencies, primarily in the Architectural Metals, Architectural Services and Corporate Segments. An extension of Phase 2 was announced on January 7, 2026 to drive additional cost savings in Architectural Metals and Corporate. Phase 2 focused on further optimizing our operating footprint and aligning resources to enable a more effective operating model. The actions of Phase 2 resulted in $27.4 million of pre-tax charges and are expected to deliver annualized pre-tax cost savings of approximately $26 million. The actions associated with Phase 2 were substantially completed in the fourth quarter of fiscal 2026. See Note 18 to our Consolidated Financial Statements for additional information.

As a result of a March 2025 appellate court decision confirming a December 2022 arbitration award, the Company paid the arbitration award, including accrued post-judgment interest, in the amount of $24.7 million, on April 7, 2025. As a result of the decision, we recorded expense of $9.4 million, which represents the impact of the award amount net of existing reserves and estimated insurance proceeds. This impact was recorded in cost of goods sold in the fourth quarter of fiscal 2025. See Note 10 to our Consolidated Financial Statements for additional information.

During the third quarter of fiscal 2025, we acquired UW Solutions for $240.9 million. UW Solutions is a U.S. based, vertically integrated manufacturer of high-performance coated substrates, differentiated by its proprietary formulations and coating application processes. The business serves a broad range of customers in attractive end markets, including building products for distribution centers and manufacturing facilities, as well as premium products for the graphic arts market. See Note 17 to our Consolidated Financial Statements for additional information.

Non-GAAP Financial Measures

In addition to reporting financial results in accordance with U.S. GAAP, we also provide certain non-GAAP financial measures. These measures are not in accordance with, nor are they a substitute for U.S. GAAP measures, and may not be comparable to similarly titled measures used by other companies. For each of these non-GAAP measures, we provide a reconciliation of the differences between the non-GAAP measure and the most directly comparable GAAP measure, (see "Reconciliation of Non-GAAP Financial Measures" in this Item 7), and an explanation of why we believe the non-GAAP measure provides useful information to management and investors.

Non-GAAP measures include:

•Adjusted net earnings and adjusted earnings per diluted share (adjusted diluted EPS), used by the Company to assess performance on a more comparable basis from period-to-period by excluding amounts that management does not consider part of core operating results.

•Adjusted EBITDA, defined as adjusted net earnings before interest, taxes, depreciation, and amortization, and adjusted EBITDA margin, defined as adjusted EBITDA as a percentage of net sales. We use adjusted EBITDA and adjusted EBITDA margin to assess segment performance and make decisions about the allocation of operating and capital resources by analyzing recent results, trends, and variances of each segment in relation to forecasts and historical performance.

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Management uses these measures to evaluate the Company’s historical and prospective financial performance, measure operational profitability on a consistent basis, as a factor in determining executive compensation, and to provide enhanced transparency to the investment community.

Results of Operations

The following tables provide various components of our operations for fiscal years 2026, 2025 and 2024 and percentages reflecting annual changes in such amounts and as a percentage of net sales in each fiscal year.

Our fiscal year ends on the Saturday closest to the last day of February. Fiscal 2026 and fiscal 2025 each consisted of 52 weeks, while fiscal 2024 consisted of 53 weeks.

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The following table summarizes the changes in net sales from fiscal 2025 to fiscal 2026.

Comparison of Fiscal 2026 to Fiscal 2025

•Consolidated net sales were $1.40 billion compared to $1.36 billion, an increase of 3.2%, primarily driven by $65.3 million of inorganic sales contribution from the acquisition of UW Solutions in the Performance Surfaces Segment. This was partially offset by lower volume, primarily as a result of lower demand, primarily in the Architectural Glass and Metals Segments.

•Gross margin decreased to 22.7% of net sales, compared to 26.4%, primarily due to higher aluminum costs, impacts from lower volume, and higher health insurance costs, partially offset productivity improvements including savings from Project Fortify 2 and lower risk-based insurance and incentive compensation expense. Additionally, fiscal 2025 gross margin was impacted by a non-recurring $9.4 million arbitration award expense.

•SG&A expense decreased $6.8 million to 16.7% of net sales, compared to 17.8% of net sales. The decrease was primarily due to lower incentive compensation expense, lower acquisition related expenses, and benefits from cost savings of Fortify Phase 2, partially offset by increased amortization associated with the UW Solutions transaction.

•Operating income was $84.5 million and operating margin declined to 6.0%, compared to 8.7% in the prior year.

•Interest expense, net was $14.0 million, compared to $6.2 million, primarily driven by a higher average debt balance resulting from the acquisition of UW Solutions.

•Other income was $7.0 million, compared to $0.6 million, driven by a $6.7 million gain from settling a New Markets Tax Credit transaction.

•Income tax expense as a percentage of earnings before income tax was 30.1%, compared to 24.4% for fiscal 2025. The increase in the effective tax rate was primarily due to an increase in tax expense on discrete items in fiscal year 2026.

•Diluted EPS was $2.52, compared to $3.89.

Segment Analysis

Disclosures related to our business segments are included in Note 16 of our Consolidated Financial Statements. We manage our business in four reportable segments: Architectural Metals, Architectural Services, Architectural Glass and Performance Surfaces.

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The following table presents net sales, adjusted EBITDA and adjusted EBITDA margin by segment and the consolidated to

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