Apogee (NASDAQ: APOG) to acquire Kalwall Companies in up to $115M deal
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Apogee Enterprises, Inc. has entered into a definitive agreement to acquire Keller Companies, Inc., the controlling owner of Kalwall Corporation and Structures Unlimited Inc., for approximately $105 million in cash at closing plus up to $10 million in earn-out payments. The deal includes related real estate purchases and will make KCI a wholly owned subsidiary, financed with cash on hand and the company’s existing credit facility.
The transaction is subject to customary closing conditions, has no financing contingency, and is expected to close in Apogee’s fiscal 2027 second quarter. Apogee plans to integrate Kalwall into its Architectural Glass segment and projects about $85 million of revenue in the first 12 months, an adjusted EBITDA margin of roughly 15% initially and a long-term target of 20%. Management also anticipates $4 million of annual operational cost synergies by the end of fiscal 2029 and expects the deal to be accretive to adjusted diluted EPS in the first year.
Positive
- None.
Negative
- None.
Insights
Strategic bolt-on deal adds a niche daylighting platform with defined synergy targets.
Apogee is expanding its Architectural Glass segment by acquiring Kalwall Companies for $105 million cash at close plus up to $10 million in performance-based earn-out. Kalwall brings branded translucent daylighting products and proprietary polymer and coating processes serving diverse building types.
The company targets about $85 million of revenue in the first 12 months, with an initial adjusted EBITDA margin near 15% and a long-term goal of 20%. Planned integration into Architectural Glass aims to create a broader building-envelope offering, with $4 million of operational cost synergies expected by the end of fiscal 2029.
There is no financing condition and the deal is funded with cash and an existing credit facility, but closing depends on standard conditions and must occur before August 1, 2026. Execution risk centers on achieving the synergy plan and margin uplift while integrating operations and cultures; management highlighted these as key forward‑looking factors.
8-K Event Classification
3 items: 1.01, 7.01, 9.01
3 items
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, and exhibit attachments filed with this report.
Key Figures
Cash at closing: $105 million
Earn-out potential: $10 million
Escrow deposits: $9.5 million
+5 more
8 metrics
Cash at closing
$105 million
Unadjusted Closing Purchase Price for KCI and related real property
Earn-out potential
$10 million
Additional post-closing consideration based on financial objectives through fiscal 2027 Q3 / FY 2026
Escrow deposits
$9.5 million
Portion of purchase price placed in multiple escrows for adjustments and indemnities
Expected revenue
$85 million
Revenue contribution from Kalwall in first 12 months of ownership
Initial EBITDA margin
15%
Target adjusted EBITDA margin within first 12 months post-closing
Long-term EBITDA margin target
20%
Long-term adjusted EBITDA margin goal for acquired business
Cost synergies
$4 million
Planned annual operational cost synergies by end of fiscal 2029
Outside termination date
August 1, 2026
Date after which either party may terminate if closing has not occurred
Key Terms
Merger Agreement, earn-out consideration, representations and warranties insurance, adjusted EBITDA margin, +2 more
6 terms
Merger Agreement regulatory
"On May 27, 2026, Apogee Enterprises, Inc. entered into a Merger Agreement"
A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.
earn-out consideration financial
"Sellers will be entitled to receive up to an additional $10 million in post-closing earn-out consideration"
Earn-out consideration is money a buyer agrees to pay a seller after a takeover only if the acquired business meets specific future targets, such as revenue, profit, or product milestones. Think of it like a performance bonus that shifts some purchase price into the future; it matters to investors because it changes how much risk and potential value they should assign to a deal and can affect future cash flows, reported earnings, and ownership incentives.
representations and warranties insurance financial
"The Company has obtained representations and warranties insurance, which provides coverage for certain breaches"
adjusted EBITDA margin financial
"expected to contribute $85 million of revenue with an adjusted EBITDA margin of approximately 15%"
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.
noncompetition agreements regulatory
"employees will also enter into certain other ancillary agreements, including employment, consulting and noncompetition agreements"
forward-looking statements regulatory
"This press release contains “forward-looking statements” within the meaning of the safe harbor provisions"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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): May 27, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||||||||
| Registrant's telephone number, including area code: | ( | |||||||||||||
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 | ||||||
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).
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 1.01 | Entry into a Material Definitive Agreement | ||||
Merger Agreement
On May 27, 2026, Apogee Enterprises, Inc. (the “Company”) entered into a Merger Agreement (the “Merger Agreement”) with Keller Companies, Inc. (“KCI”) and KCI’s shareholders (the “Sellers”). KCI is the controlling shareholder of Kalwall Corporation (“Kalwall”) and Structures Unlimited Inc. (“SUI”). Subject to the terms and conditions of the Merger Agreement, the Company has agreed to acquire all of the outstanding equity interests of KCI from the Sellers pursuant to a merger in which KCI will survive as a wholly owned subsidiary of the Company (the “Merger”). In addition, a wholly owned subsidiary of the Company will purchase certain real property parcels owned by affiliates of KCI, with such purchases to be consummated in connection with the Merger (the “Real Property Purchases” and, together with the Merger, the “Transaction”).
The consideration payable by the Company to the Sellers and KCI’s affiliates pursuant to the Transaction at closing will be an amount in cash equal to approximately $105 million (the “Unadjusted Closing Purchase Price”), of which a total of approximately $9.5 million will be deposited into multiple escrows (the “Escrows”) pursuant to the terms of the Merger Agreement. The Unadjusted Closing Purchase Price is subject to customary adjustments for closing cash and debt, unpaid company transaction expenses and working capital as set forth in the Merger Agreement, and the Escrows will be available to satisfy certain post-closing purchase price adjustments and indemnification obligations, in each case as set forth in the Merger Agreement. In addition to the Unadjusted Closing Purchase Price, the Sellers will be entitled to receive up to an additional $10 million in post-closing earn-out consideration in the event that certain financial objectives are achieved for KCI’s fiscal year ending November 28, 2026.
The Company intends to finance the cost of the Transaction with cash on hand and funds available under its existing credit facility.
Conditions of the Transaction
The consummation of the Transaction is subject to the satisfaction or waiver of customary conditions set forth in the Merger Agreement, including among others: (i) the absence of any law, governmental order or proceeding prohibiting the transactions contemplated by the Merger Agreement; (ii) no “Company Material Adverse Effect” (as defined in the Merger Agreement) having occurred since the signing of the Merger Agreement; and (iii) certain other customary conditions relating to the accuracy of the parties’ representations and warranties in the Merger Agreement (subject, with specified exceptions, to customary materiality standards) and the performance of their respective obligations under the Merger Agreement in all material respects. There is no financing condition in the Merger Agreement.
Subject to the satisfaction or waiver of the closing conditions described above, the closing of the Transaction is expected to occur during the Company’s fiscal 2027 second quarter. The Merger Agreement may be terminated by either the Company or the Sellers under certain circumstances, including for an uncured material breach by the other party or if the closing of the Transaction has not occurred on or prior to August 1, 2026.
Other Terms of the Transaction
The Merger Agreement contains customary representations and warranties made by the parties, and also contains customary covenants and agreements, including, among other things, agreement by the Sellers and the Company for the Company, Kalwall and SUI to conduct its respective business in the ordinary course consistent with past practice in the period between the execution of the Merger Agreement and the closing of the Transaction and not to take certain specified actions during that period without the express consent of the Company. The Company has obtained representations and warranties insurance, which provides coverage for certain breaches of representations and warranties by Sellers or KCI, subject to a retention, policy limits, exclusions and certain other terms and conditions.
In connection with the Transaction, KCI is required to complete certain pre-closing actions to simplify its organizational structure and remove certain assets that are excluded from the Transaction perimeter.
In connection with the Transaction, the parties, certain of their affiliates and certain of KCI’s and Kalwall’s employees will also enter into certain other ancillary agreements, including employment, consulting and noncompetition agreements.
The foregoing description of the Transaction and the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger 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 Merger Agreement and the copy of the Merger 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, KCI or any of their respective subsidiaries or affiliates. In particular, the assertions embodied in the representations and warranties contained in the Merger Agreement are qualified by information in confidential disclosure schedules provided by the parties in connection with the signing of the Merger 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 Merger Agreement. Moreover, the representations, warranties and covenants in the Merger Agreement were made as of specific dates, were made solely for the Merger Agreement and for the purposes of allocating risk between the parties to the Merger 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 Merger Agreement and the representations, warranties and covenants in the Merger Agreement, and any descriptions thereof, should not be relied on as characterizations of the actual state of facts or circumstances of the Company, KCI, the Sellers, 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 Merger Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures.
| Item 7.01 | Regulation FD Disclosure. | ||||
On May 28, 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 Kalwall and SUI 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 9.01 | Financial Statement and Exhibits. | ||||
(d) Exhibits.
| Exhibit Number | Description | |||||||
| 2.1* | Merger Agreement among Apogee Enterprises, Inc., Keller Companies, Inc., Robert Keller Family Trust (2007), Bruce M. Keller 2012 Irrevocable Trust, Richard R. Keller 2012 Irrevocable Trust, Arch 2012 Irrevocable Trust, Scott F. Keller 2012 Irrevocable Trust, and the Representative named therein, dated as of May 27, 2026 | |||||||
| 99.1 | Press Release of Apogee Enterprises, Inc. issued on May 28, 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: May 28, 2026
Apogee Enterprises, Inc. • 4400 West 78th Street • Minneapolis, MN 55435 • (952) 835-1874 • www.apog.com Press Release FOR RELEASE: May 28, 2026 Apogee Enterprises to Acquire Kalwall Companies • Leading provider of high-performance translucent daylighting solutions • Advances Apogee’s growth strategy by adding a differentiated business with leading brands in attractive end-markets • Highly complementary to Architectural Glass with cross-sell opportunities across Apogee’s architectural portfolio • Operational and cost synergy opportunities of $4 million expected by the end of fiscal 2029 MINNEAPOLIS, MN, May 28, 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 Kalwall Companies (“Kalwall”) from the Keller family for up to $115 million on a cash-free, debt-free basis, subject to customary closing conditions. The purchase price consists of $105 million cash at close and up to $10 million of cash earnout subject to financial performance through the end of the Company’s fiscal 2027 third quarter. The transaction is subject to certain customary closing conditions and is expected to close during the Company’s fiscal 2027 second quarter. Kalwall is a U.S. based, vertically integrated manufacturer of high-performance translucent daylighting solutions, differentiated by its 71-year brand reputation and proprietary polymer and coating application processes. Kalwall serves a broad range of customers and diversified building types in architectural markets under its well-known brands, including Kalwall®, Structures Unlimited, and Kal-lite®, each known as a leader in its specified applications. “Kalwall is a strong strategic fit that expands our portfolio of differentiated solutions with a track record of operating excellence,” said Apogee Executive Chair and CEO Don Nolan. “This acquisition strengthens our Architectural Glass segment and accelerates our leadership in high performance building envelope solutions.” Kathy Garfield, Keller Companies’ President, added, “We are extremely proud of the business the Keller family built over the past 71 years. We believe Apogee is the best partner to lead the business through its next phase of growth for decades to come and are excited about the future for our customers and employees.” EXHIBIT 99.1
Apogee Enterprises, Inc. Page 2 Apogee Enterprises, Inc. • 4400 West 78th Street • Minneapolis, MN 55435 • (952) 835-1874 • www.apog.com Apogee plans to integrate Kalwall into its Architectural Glass segment to create a more comprehensive high-performance substrate offering for building envelope solutions. The integration plan is expected to provide $4 million of operational cost synergies by the end of fiscal 2029. The acquisition is expected to contribute $85 million of revenue with an adjusted EBITDA margin of approximately 15% within the first 12 months of ownership with a long-term margin target of 20%. The transaction is expected to be accretive to Apogee’s adjusted diluted EPS in the first year and will benefit its long-term revenue growth rate and adjusted EBITDA margin. The acquisition will be financed using cash on hand and the Company’s existing credit facility. Dorsey & Whitney LLP served as legal counsel to Apogee. The Company will provide further details on the strategic and financial aspects of the transaction during its first quarter fiscal 2027 earnings conference call. Additional Information Apogee expects to file a Current Report on Form 8‑K with the U.S. Securities and Exchange Commission describing the transaction and including the definitive agreement as an exhibit. 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 measures: adjusted EBITDA, adjusted EBITDA margin and adjusted diluted EPS. These measures are 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. These 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 forward‑looking non‑GAAP measures, including projected adjusted EBITDA, adjusted EBITDA margin and adjusted diluted earnings per share, to the most directly comparable GAAP measures without unreasonable effort due to the inherent difficulty in forecasting the timing and amount of items such as transaction costs, integration costs, purchase accounting adjustments and other non-recurring items, which could be material.
Apogee Enterprises, Inc. Page 3 Apogee Enterprises, Inc. • 4400 West 78th Street • Minneapolis, MN 55435 • (952) 835-1874 • www.apog.com 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) inability to close, or to close on expected timeline, (ii) integration risk, (iii) inability to achieve post-closing cost synergies, (iv) inability to achieve expected revenue, margin and profitability targets. 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
FAQ
What did Apogee Enterprises (APOG) agree to acquire in this 8-K?
Apogee agreed to acquire Keller Companies, Inc., the controlling owner of Kalwall Corporation and Structures Unlimited Inc. The deal also includes purchasing certain related real estate, making KCI a wholly owned subsidiary once the transaction closes, subject to customary conditions.
What is the purchase price Apogee (APOG) will pay for Kalwall Companies?
Apogee will pay approximately $105 million in cash at closing, plus up to $10 million of additional cash earn-out. The earn-out depends on achieving specified financial performance targets through the end of Apogee’s fiscal 2027 third quarter or KCI’s 2026 fiscal year.
How will Apogee (APOG) finance the Kalwall acquisition?
Apogee intends to finance the Kalwall transaction using cash on hand and funds available under its existing credit facility. There is no financing condition in the merger agreement, meaning the deal is not contingent on raising new external financing to close.
When is the Apogee–Kalwall transaction expected to close?
The transaction is expected to close during Apogee’s fiscal 2027 second quarter, assuming all customary closing conditions are satisfied or waived. The merger agreement allows either party to terminate if closing has not occurred on or before August 1, 2026, or for specified material breaches.
What financial impact does Apogee (APOG) expect from acquiring Kalwall?
Apogee expects the acquisition to contribute about $85 million of revenue in the first 12 months, with an adjusted EBITDA margin near 15%. Management targets a long-term margin of 20% and anticipates $4 million of annual cost synergies by the end of fiscal 2029.