Kalwall deal up to $115M expands Apogee (NASDAQ: APOG) in daylighting
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Apogee Enterprises, Inc. has completed its acquisition of Keller Companies, Inc. and its subsidiaries, including Kalwall Corporation and Structures Unlimited, Inc. The deal includes $105 million in cash paid at closing, plus up to $10 million in contingent consideration tied to Kalwall’s future financial performance.
Apogee funded the purchase with available cash and borrowings under its existing revolving credit facility. Management describes Kalwall as a long-established U.S. manufacturer of high-performance translucent daylighting solutions, noting that the acquisition is an important step in advancing Apogee’s strategy and strengthening its position in architectural end markets.
Positive
- None.
Negative
- None.
Insights
Apogee adds a specialty daylighting business in a cash-and-earnout deal.
Apogee Enterprises completed the purchase of Kalwall-related entities for $105 million in cash at closing, plus up to $10 million in contingent consideration based on future financial performance. The structure combines immediate ownership with performance-linked upside for sellers.
The company used existing liquidity and its revolving credit facility, indicating reliance on internal resources rather than a separate equity raise. Kalwall brings proprietary polymer and coating processes and established brands in translucent daylighting, which management frames as strategically important for architectural markets.
Future disclosures in company filings may clarify integration progress and whether the contingent consideration tied to the Acquired Companies’ financial performance is ultimately earned, which would signal how well the business tracks against initial expectations.
8-K Event Classification
4 items: 1.01, 2.01, 7.01, 9.01
4 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 2.01
Completion of Acquisition or Disposition of Assets
Financial
The company completed a significant acquisition or sale of business assets.
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
Base purchase price: $105 million
Contingent consideration: Up to $10 million
Total transaction value: Up to $115 million
+3 more
6 metrics
Base purchase price
$105 million
Cash consideration paid at closing for Kalwall-related companies
Contingent consideration
Up to $10 million
Additional payment based on future financial performance of acquired companies
Total transaction value
Up to $115 million
Stated value of Kalwall acquisition including contingent consideration
Funding sources
Available cash and revolver
Acquisition financed with cash on hand and revolving credit facility borrowings
Merger Agreement date
May 27, 2026
Date of Merger Agreement among Apogee and Keller-related parties
Closing date
July 1, 2026
Date Apogee completed the Kalwall acquisition
Key Terms
contingent consideration, revolving credit facility, customary closing conditions, Merger Agreement, +2 more
6 terms
contingent consideration financial
"up to an additional $10 million of contingent consideration based on the future financial performance"
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.
revolving credit facility financial
"The Company funded the acquisition using available cash and borrowings under its existing revolving credit facility."
A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.
customary closing conditions regulatory
"The transaction, valued at up to $115 million, was completed following satisfaction of customary closing conditions."
"Customary closing conditions" are standard rules or checks that must be met before a business deal can be finalized, like making sure all paperwork is in order or that certain approvals are obtained. They matter because they help protect both parties, ensuring everything is in place and reducing the risk of surprises or problems after the deal is closed.
Merger Agreement regulatory
"completed the transaction contemplated by the Merger Agreement, dated May 27, 2026"
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.
inline XBRL technical
"104 | Cover page interactive data file (formatted in inline XBRL)."
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.
Regulation S-K regulatory
"excludes certain schedules and exhibits pursuant to Item 601(a)(5) of Regulation S-K"
A set of U.S. Securities and Exchange Commission rules that tell public companies which narrative and qualitative details must be disclosed in filings, such as risk factors, management discussion, executive pay, legal proceedings and business description. Think of it as a standardized checklist or blueprint that ensures investors get the same types of background information from every company so they can compare risks, management quality and strategy before making investment decisions.
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): July 1, 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 2.01 | Completion of Acquisition or Disposition of Assets. | ||||
On July 1, 2026, Apogee Enterprises, Inc. (the “Company”) completed the transaction contemplated by the Merger Agreement, dated May 27, 2026 (the “Merger Agreement”), among the Company, Keller Companies, Inc. (“KCI”), certain equityholders party thereto and the other parties thereto.
Pursuant to the terms and conditions of the Merger Agreement, the Company acquired all of the outstanding equity interests of KCI and its subsidiaries, including Kalwall Corporation and Structures Unlimited, Inc. (collectively, the “Acquired Companies”), in exchange for cash consideration consisting of $105 million paid at closing (the “Base Purchase Price”), subject to customary post-closing adjustments as set forth in the Merger Agreement, and up to an additional $10 million of contingent consideration based on the future financial performance of the Acquired Companies.
The Company funded the acquisition using available cash and borrowings under its existing revolving credit facility.
The material terms of the Merger Agreement were previously reported in Item 1.01 of the Company’s Current Report on Form 8-K filed on May 28, 2026 with the U.S. Securities and Exchange Commission (the “SEC”). The foregoing description of the Merger Agreement and the transactions contemplated thereby 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 was filed with the SEC as Exhibit 2.1 to the Company’s Current Report on Form 8-K on May 28, 2026 and is incorporated into this Item 2.01 by reference.
| Item 7.01 | Regulation FD Disclosure. | ||||
On July 1, 2026, the Company issued a press release announcing the completion of the acquisition described in Item 2.01, a copy of which is filed as Exhibit 99.1 and incorporated into this Item 7.01 by reference.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section18 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.
| 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 dated July 1, 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: July 1, 2026
Apogee Enterprises, Inc. • 4400 West 78th Street • Minneapolis, MN 55435 • (952) 835-1874 • www.apog.com Press Release FOR RELEASE: July 1, 2026 Apogee Enterprises Completes Acquisition of Kalwall Companies MINNEAPOLIS, MN, July 1, 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, today announced the completion of its previously announced acquisition of Kalwall Companies ("Kalwall") from the Keller family. The transaction, valued at up to $115 million, was completed following satisfaction of customary closing conditions. “The closing of Kalwall marks an important step in advancing our strategy and strengthening our position in attractive end markets,” said Don Nolan, Apogee Executive Chair and CEO. “Kalwall adds differentiated daylighting capabilities and strong relationships within the architectural community, and we are excited about the long-term value this combination creates. We look forward to welcoming the Kalwall team and leveraging our combined capabilities to better serve customers while creating value for our stakeholders.” About Kalwall 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. 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. Contact: Jeremy Steffan Vice President, Investor Relations & Communications 952.346.3502 ir@apog.com EXHIBIT 99.1
FAQ
What did Apogee Enterprises (APOG) acquire in the July 1, 2026 transaction?
Apogee Enterprises acquired Keller Companies, Inc. and its subsidiaries, including Kalwall Corporation and Structures Unlimited, Inc. These businesses provide high-performance translucent daylighting solutions and related structures, expanding Apogee’s architectural product portfolio and presence in targeted end markets.
How much is Apogee Enterprises (APOG) paying for Kalwall Companies?
Apogee is paying $105 million in cash at closing, plus up to $10 million in additional contingent consideration. The company states the transaction is valued at up to $115 million, with the contingent portion dependent on the future financial performance of the acquired businesses.
How is Apogee Enterprises (APOG) financing the Kalwall acquisition?
Apogee is funding the Kalwall acquisition using available cash and borrowings under its existing revolving credit facility. This approach utilizes the company’s current liquidity sources rather than a separate public capital raise, while still providing cash consideration to the sellers at closing.
Why does Apogee Enterprises (APOG) say the Kalwall deal is strategically important?
Apogee’s CEO describes the Kalwall acquisition as an important step in advancing strategy and strengthening its position in attractive end markets. Management highlights Kalwall’s differentiated daylighting capabilities, proprietary processes, and strong architectural relationships as drivers of expected long-term value creation.
What is contingent consideration in Apogee Enterprises’ (APOG) Kalwall deal?
Contingent consideration is up to $10 million that Apogee may pay in addition to the $105 million closing cash payment. It depends on the future financial performance of the acquired Kalwall businesses, aligning part of the purchase price with post-closing results.