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Apogee to buy Groglass in $72.5M glass deal

Apogee plans to buy Groglass, adding a high-margin coatings business expected to boost revenue and generate at least $4 million of cost synergies.

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Apogee Enterprises, Inc. (APOG) agreed to acquire 100% of SIA “GroGlass”, a Latvia-based provider of high-performance glass surface solutions, through a newly formed wholly owned subsidiary. The transaction values Groglass at approximately €62.5 million on a cash-free, debt-free basis, including up to €10 million of contingent earnout payments over three years based on financial performance targets.

Apogee plans to finance the acquisition with cash on hand and borrowings under its existing credit facility. Groglass will be integrated into Apogee’s Performance Surfaces Segment and is expected to contribute over $30 million of revenue in the first 12 months with an adjusted EBITDA margin of about 25%. Management has identified at least $4 million of annualized cost synergies and operating improvements expected within three years. Closing is subject to customary conditions and is expected during Apogee’s third quarter of fiscal 2027.

Positive

  • Acquisition of Groglass adds a high-margin business expected to deliver over $30 million of revenue in the first 12 months at about 25% adjusted EBITDA margin.
  • Management has identified at least $4 million in annualized cost synergies and operating improvements expected within three years, supporting earnings accretion potential.
  • Transaction size of up to €62.5 million is funded with cash on hand and the existing credit facility, avoiding equity dilution.

Negative

  • Company highlights risks of not closing the transaction or delays relative to the expected fiscal 2027 third-quarter closing timeline.
  • Forward-looking statements caution about integration risks and the possibility of not achieving projected cost synergies, revenue, margin, and profitability targets from the Groglass acquisition.

Filing Explained

The agreed €62.5 million Groglass price is not a fixed final amount: the filing says it remains subject to purchase-agreement adjustments and includes up to €10 million of earnout consideration payable only if specified three-year targets are met; the acquisition remains pending, with closing expected in fiscal 2027’s third quarter.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Groglass enterprise value €62.5 million Transaction value on a cash-free, debt-free basis
Maximum earnout consideration €10 million Contingent payments over three years based on financial performance targets
Approximate transaction value in USD $72.5 million Approximate value of the €62.5 million Groglass acquisition at current exchange rates
Expected first-12-month revenue from Groglass over $30 million Projected revenue contribution in the first twelve months after closing
Expected adjusted EBITDA margin approximately 25% Projected adjusted EBITDA margin for Groglass in the first twelve months
Identified annualized cost synergies $4 million Minimum annualized cost synergies and operating improvements expected within three years
Earnout period three years Period over which contingent consideration may be earned based on performance targets
cash-free, debt-free basis financial
"values Groglass at approximately €62.5 million on a cash-free, debt-free basis"
A cash-free, debt-free basis is a way of pricing a business where the sale excludes the company’s cash balances and outstanding debt, so the buyer pays only for the operating assets and liabilities that run the business. Think of it like buying a shop’s shelves and stock but not its cash in the register or its loans; this clarity matters to investors because it shows the true purchase price, makes deal comparisons fair, and clarifies what financing or adjustments are needed after the sale.
contingent consideration financial
"The maximum contingent consideration payable pursuant to the earnout provisions is €10 million"
Contingent consideration is an additional payment agreed when one company buys another that will be paid later only if specific future targets are met, such as revenue, profit, or regulatory milestones. It matters to investors because it shifts risk between buyer and seller and affects the acquiring company's future cash flow and reported value — like promising a bonus after results are proven.
earnout financial
"The maximum contingent consideration payable pursuant to the earnout provisions is €10 million"
An earnout is a financial agreement in which part of the purchase price for a business is paid later, based on the company's future performance. It acts like a bonus system, where sellers earn extra money if the business hits certain goals, aligning their interests with the buyer’s success. Investors pay attention to earnouts because they influence the total deal value and can affect the company's future financial health.
adjusted EBITDA margin financial
"Expected to contribute over $30 million in revenue at approximately 25% adjusted EBITDA margin"
Adjusted EBITDA margin shows how much profit a company makes from its core operations, expressed as a percentage of its total revenue, after removing certain one-time or unusual expenses and income. It helps investors understand the company's true earning ability from regular business activities, making it easier to compare performance over time or with other companies. Think of it as measuring the efficiency of a business in turning sales into profits, excluding irregular adjustments.
cost synergies financial
"at least $4 million of identified annualized cost synergies and operating improvement opportunities"
Cost synergies are the expected savings when two businesses combine activities so they can eliminate duplicate work, negotiate better prices, or run things more efficiently—like two households moving in together to share rent, groceries and utilities. Investors care because these savings can boost profit margins and cash flow, improving returns and supporting a higher valuation if the projected cuts are realistic and actually achieved. Actual results may differ from projections, so promised cost synergies are closely watched in deal assessments.
non-GAAP financial
"This release contains the following non-GAAP measure: adjusted EBITDA margin"
Non-GAAP refers to financial measures that companies use to show their earnings or performance without including certain expenses or income that are often added back to give a different picture. It matters because it can make a company's results look better or more favorable, but it may also hide important costs, so investors need to look at both GAAP (official rules) and non-GAAP numbers to get a full understanding.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction did APOG announce regarding Groglass?
Apogee Enterprises agreed to acquire 100% of SIA “GroGlass” through a wholly owned subsidiary. The deal values Groglass at €62.5 million on a cash-free, debt-free basis, including up to €10 million of contingent earnout payments tied to financial performance over three years.

How much is Apogee (APOG) paying for Groglass and how is it structured?
The Groglass transaction values the business at approximately €62.5 million (about $72.5 million), including up to €10 million (about $11.6 million) of earnout payments over three years, contingent on achieving specified financial targets.

How will Apogee (APOG) finance the Groglass acquisition?
Apogee plans to finance the Groglass acquisition using cash on hand and borrowings under its existing credit facility, with no equity issuance described in the disclosure.

What financial impact is Apogee (APOG) expecting from Groglass?
Apogee expects Groglass to contribute over $30 million of revenue in the first 12 months at an adjusted EBITDA margin of approximately 25%, adding a high-margin, value-added coatings business to the Performance Surfaces Segment.

What synergies does Apogee (APOG) expect from the Groglass deal?
The integration plan has identified at least $4 million of annualized cost synergies and operating improvement opportunities, which Apogee expects to realize within three years after closing.

When is the Groglass transaction expected to close for Apogee (APOG)?
Closing of the Groglass acquisition is subject to customary conditions and is expected to occur during Apogee’s third quarter of fiscal 2027.

What risks did Apogee (APOG) disclose about the Groglass acquisition?
Apogee cited risks of not closing the transaction or timing delays, challenges integrating Groglass, and the risk of not achieving projected cost synergies, revenue, margin, and profitability targets related to the acquisition.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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0000006845false00000068452024-09-242024-09-24


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 2, 2026

APOGEE ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)

Minnesota
0-6365
41-0919654
(State or other jurisdiction of incorporation)(Commission File Number)
(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
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.33 1/3 Par ValueAPOGThe Nasdaq Stock Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).
 ☐ 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. ☐






Item 1.01Entry into a Material Definitive Agreement
Share Purchase Agreement
On September 2, 2026, Apogee Enterprises, Inc. (the “Company”) entered into a Share Purchase Agreement (the “Purchase Agreement”) with the sellers party thereto (collectively, the “Sellers”), pursuant to which the Company, through a newly formed, wholly owned subsidiary, agreed to acquire 100% of the issued and outstanding equity interests of SIA “Alzette”, a Latvian limited liability company (“Alzette”) (the “Transaction”). Alzette owns 100% of the equity interests of SIA “GroGlass” (“Groglass”), a Latvia-based provider of high-performance glass surface solutions specializing in anti-reflective and other advanced coating technologies.
Under the terms of the Purchase Agreement, the Transaction values Groglass at approximately €62.5 million on a cash-free, debt-free basis; the final purchase price is subject to the adjustments set forth in the Purchase Agreement and is inclusive of a contingent payment described in the next sentence. A portion of the consideration may become payable following closing based upon the achievement of specified financial performance targets during the three-year period following closing. The maximum contingent consideration payable pursuant to the earnout provisions is €10 million.
The Company intends to finance the cost of the Transaction with cash on hand and borrowings under its existing credit facility.
The Purchase Agreement contains customary representations, warranties, covenants and closing conditions for a transaction of this nature. Closing of the Transaction is subject to the satisfaction or waiver of customary closing conditions and is expected to occur during the Company’s third quarter of fiscal 2027.
In connection with the Transaction, the parties, certain of their affiliates and certain of Groglass’ employees will also enter into certain other ancillary agreements, including employment, consulting and restrictive covenant agreements.
The foregoing description of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference. This summary of the principal terms of the Purchase Agreement and the copy of the Purchase Agreement filed as Exhibit 2.1 have been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, the Sellers, Groglass, Alzette or any of their respective subsidiaries or affiliates. In particular, the assertions embodied in the representations and warranties contained in the Purchase Agreement are qualified by information in confidential disclosure schedules provided by the parties in connection with the signing of the Purchase Agreement. These confidential disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties and certain covenants set forth in the Purchase Agreement. Moreover, the representations, warranties and covenants in the Purchase Agreement were made as of specific dates, were made solely for the Purchase Agreement and for the purposes of allocating risk between the parties to the Purchase Agreement, rather than establishing matters as facts, are solely for the benefit of such parties, may be subject to qualifications or limitations agreed upon by such parties and may be subject to standards of materiality applicable to such parties that differ from those generally applicable to investors and reports and documents filed with the U.S. Securities and Exchange Commission. Accordingly, investors are not third-party beneficiaries under the Purchase Agreement and the representations, warranties and covenants in the Purchase Agreement, and any descriptions thereof, should not be relied on as characterizations of the actual state of facts or circumstances of the Company, the Sellers, Groglass, Alzette or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of such representations, warranties and


covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures.
Item 7.01Regulation FD Disclosure.
On September 2, 2026, the Company issued a press release (the “Press Release”) regarding the matters described in Item 1.01 of the Current Report on Form 8-K, a copy of which is filed as Exhibit 99.1 and incorporated into this Item 7.01.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified therein as being incorporated therein by reference.
Forward-Looking Statements
This Current Report contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. The words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “forecast,” “project,” “should,” “will” and similar expressions are intended to identify “forward-looking statements”. These statements reflect Apogee management’s expectations or beliefs as of the date of this release. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. All forward-looking statements are qualified by factors that may affect the results, performance, financial condition, prospects and opportunities of the Company, including the following: (A) the risk of not closing the pending Transaction, or of not closing it on the expected timeline; (B) risks related to integration of the operations and business of Groglass into the Company following the closing of the Transaction; (C) the risk of not achieving projected cost synergies following the closing of the Transaction, or of not achieving them on the projected timeline; and (D) the risk of not achieving our expected revenue, margin and profitability targets in connection with the Transaction. The Company cautions investors that actual future results could differ materially from those described in the forward-looking statements and that other factors may in the future prove to be important in affecting the Company’s results, performance, prospects, or opportunities. New factors emerge from time to time, and it is not possible for management to predict all such factors, nor can it assess the impact of each 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.


Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
Exhibit NumberDescription
2.1*
Share Purchase Agreement between Daugava Finance S.A. and Tiger MergeCo SIA dated as of September 2, 2026
99.1
Press Release of Apogee Enterprises, Inc. issued on September 2, 2026
104
Cover page interactive data file (formatted in inline XBRL).
* This filing excludes certain schedules and exhibits pursuant to Item 601(a)(5) of Regulation S-K, which the registrant agrees to furnish supplementally to the U.S. Securities and Exchange Commission upon request by the Commission provided, however, that the registrant may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished.
SIGNATURE
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 hereunto duly authorized.
APOGEE ENTERPRISES, INC.
By: /s/ Bryan A. Welp
Bryan A. Welp
Vice President, General Counsel and Secretary
Date: September 2, 2026

Apogee Enterprises, Inc. • 4400 West 78th Street • Minneapolis, MN 55435 • (952) 835-1874 • www.apog.com Press Release FOR RELEASE: September 2, 2026 Apogee Enterprises to Acquire GroGlass • Leading European provider of high-performance, value-added glass, acrylic, and polycarbonate solutions • Enhances market leadership by adding a differentiated business with strong brands in attractive end markets, while expanding global R&D capabilities in materials science and coatings applications • Strengthens the portfolio, creating cross-selling opportunities across the Performance Surfaces Segment and expands core capabilities with European manufacturing footprint • Expected to contribute over $30 million in revenue at approximately 25% adjusted EBITDA margin in the first 12 months • At least $4 million of identified annualized cost synergies and operating improvement opportunities expected to be realized within three years MINNEAPOLIS, MN, September 2, 2026 – Apogee Enterprises, Inc. (Nasdaq: APOG), a leading provider of architectural building products and services, as well as high-performance coated materials used in a variety of applications, announced today that it has entered into a definitive agreement to acquire SIA “GroGlass” (“Groglass”) for up to €62.5 million (approximately $72.5 million at current exchange rates) on a cash-free, debt-free basis, subject to customary closing conditions. The purchase price includes up to €10 million (approximately $11.6 million at current exchange rates) payable over 3 years dependent upon Groglass achieving certain financial targets. The transaction is expected to close during the Company’s fiscal 2027 third quarter. Groglass, located in Riga, Latvia, is a leading provider of high-performance glass surface solutions, specializing in anti-reflective and other advanced coatings used in display, architectural, and technical applications. Groglass’ portfolio includes premium brands recognized for superior optical clarity and durability, serving customers across global end markets such as museums, electronics, and architectural design. With a strong foundation in materials science and coating technologies, Groglass combines innovation, quality, and long-standing customer relationships to deliver differentiated solutions. “The addition of Groglass will strengthen our position in attractive end markets by bringing differentiated coating technologies and deep materials science expertise,” said Apogee Executive Chair and CEO Don Nolan. “Groglass is a natural complement to our Performance Surfaces segment, expanding our EXHIBIT 99.1

 

Apogee Enterprises, Inc. Page 2 Apogee Enterprises, Inc. • 4400 West 78th Street • Minneapolis, MN 55435 • (952) 835-1874 • www.apog.com capabilities, broadening our market reach, and enhancing how we serve customers with advanced, high- performance solutions. This acquisition adds a business with attractive growth and margin characteristics while creating additional opportunities for innovation, customer value, and long-term shareholder returns.” The Company plans to integrate Groglass into its Performance Surfaces Segment. Groglass will enhance the segment’s coatings and materials science capabilities while expanding its product offerings and geographic reach to further strengthen Apogee's long-term growth and profitability profile. The acquisition is expected to contribute approximately $30 million of revenue in the first twelve months at an adjusted EBITDA margin of approximately 25%. The integration plan has identified at least $4 million of annualized cost synergies and operating improvement opportunities expected to be realized within three years. The acquisition will be financed using cash on hand and the Company’s existing credit facility. Dorsey & Whitney LLP and Ellex Klavins served as legal counsel to Apogee. The Company will provide further details on the strategic and financial aspects of the transaction during its second quarter fiscal 2027 earnings conference call. About Apogee Enterprises, Inc. Apogee Enterprises, Inc. (Nasdaq: APOG) is a leading provider of architectural building products and services, as well as high-performance coated materials used in a variety of applications. Headquartered in Minneapolis, MN, our portfolio of industry-leading products and services includes architectural glass, windows, curtainwall, storefront and entrance systems, integrated project management and installation services, and high-performance coatings that provide protection, innovative design, and enhanced performance. For more information, visit www.apog.com. Use of Non-GAAP Financial Measures This release contains the following non-GAAP measure: adjusted EBITDA margin. This measure is 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 of results from period to period. 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. This and other non- GAAP measures exclude certain items that are not considered indicative of ongoing operating performance, including transaction-related expenses, integration costs and other non-recurring items. Non-GAAP measures should be viewed in addition to, and not as a substitute for, the reported financial results of the Company prepared in accordance with GAAP. Other companies may calculate these measures differently, limiting the usefulness of the measures for comparison with other companies. To the extent applicable, reconciliations of historical non‑GAAP measures to the most directly comparable GAAP measures will be provided in the Company’s filings with the U.S. Securities and Exchange Commission. The Company is unable to provide a reconciliation of the forward‑looking projected adjusted EBITDA margin non-GAAP measure to the most directly comparable GAAP measure without unreasonable effort due to the inherent difficulty in forecasting the timing and amount of items such as transaction costs,

 

Apogee Enterprises, Inc. Page 3 Apogee Enterprises, Inc. • 4400 West 78th Street • Minneapolis, MN 55435 • (952) 835-1874 • www.apog.com integration costs, purchase accounting adjustments and other non-recurring items, which could be material. Forward-Looking Statements This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. The words “may,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “forecast,” “project,” “should,” “will,” “continue,” and similar expressions are intended to identify “forward-looking statements”. These statements reflect Apogee management’s expectations or beliefs as of the date of this release. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. These forward-looking statements are subject to significant risks that could cause actual results to differ materially from the expectations reflected in the forward-looking statements. All forward-looking statements are qualified by factors that may affect the operating results of the company, including the following: (i) the risk of not closing the pending transaction, or of not closing it on expected timeline, (ii) risks related to integration of the operations and business of Groglass into the Company following the closing of the transaction, (iii) the risk of not achieving projected post- closing cost synergies, and (iv) the risk of not achieving our expected revenue, margin and profitability targets in connection with the transaction. More information concerning potential factors that could affect future financial results is included in the company’s Annual Report on Form 10-K and in subsequent filings with the U.S. Securities and Exchange Commission. Important Information Regarding the Agreement The definitive agreement contains representations, warranties, and covenants made by the parties to each other as of specific dates and solely for purposes of the agreement, which may be subject to important qualifications and limitations agreed upon by the parties. These representations and warranties should not be relied upon as statements of fact. Contact: Jeremy Steffan Vice President, Investor Relations & Communications 952.346.3502 ir@apog.com

 

Source: View Original Filing on SEC EDGAR

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