Apogee Enterprises Insider Tax Withholding: 738 Shares at $38.14 Disclosed

Rhea-AI Filing Summary

Apogee Enterprises, Inc. (APOG) – Form 4 insider filing

Director Frank G. Heard reported three small, tax-related transactions coded “F” (withholding of shares to cover taxes upon the vesting of equity awards) on 20-22 June 2025. A total of 738 common shares were surrendered to the issuer at a price of $38.14, representing an aggregate value of approximately $28.2 thousand. No open-market purchases or sales occurred, and no derivative securities were involved.

After the withholdings, Heard’s beneficial ownership declined from 10,920 to 10,182 shares, comprising a mix of restricted stock units (RSUs) and freely-tradeable common shares as detailed in the footnotes:

• 06/22/25 – 293 shares withheld; post-transaction holding 10,627 (3,792 RSUs + 6,930 shares)
• 06/21/25 – 247 shares withheld; post-transaction holding 10,380 (2,989 RSUs + 7,486 shares)
• 06/20/25 – 198 shares withheld; post-transaction holding 10,182 (2,065 RSUs + 8,117 shares)

Because the shares were withheld to satisfy tax obligations, the activity neither signals discretionary selling pressure nor alters the executive’s incentive alignment. The disclosed volume is immaterial relative to Apogee’s ~22 million shares outstanding and should not meaningfully affect float or liquidity.

No other insider participants, derivative exercises, or significant ownership changes were reported. Investors typically view Form 4 “F” transactions as routine administrative events rather than directional indicators.

Insights

Financial Analyst

TL;DR: Routine tax withholding; 738 shares surrendered, negligible impact on APOG valuation or sentiment.

These Code F transactions reflect automatic share withholding to satisfy payroll taxes upon RSU vesting. The dollar amount (~$28k) is de minimis versus Apogee’s market cap (~$1 bn) and daily trading volume. Heard retains over 10k shares/units, thus maintaining exposure to future upside. From a valuation or momentum standpoint, the filing is neutral; no change to free float, cash flow, or strategic outlook. Institutional investors generally discount such events when analyzing insider trading data.

Corporate Governance Expert

TL;DR: Administrative filing; confirms compliance with Section 16 and Rule 10b5-1 standards.

The Form 4 demonstrates timely Section 16 reporting (filed within two business days) and uses the updated checkbox for Rule 10b5-1(c), underscoring sound governance practice. Code F indicates no discretionary trade—shares were withheld by the issuer, not sold in the market—so there is no governance red flag regarding potential information asymmetry. Impact on shareholder rights or board independence is nonexistent. I classify the event as not impactful.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Heard Frank

(Last) (First) (Middle)

C/O APOGEE ENTERPRISES, INC.

4400 WEST 78TH STREET, SUITE 520

(Street)

MINNEAPOLIS MN 55435

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
APOGEE ENTERPRISES, INC. [ APOG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/22/2025		F		293	D	$38.14	10,627(1)	D
Common Stock	06/21/2025		F		247	D	$38.14	10,380(2)	D
Common Stock	06/20/2025		F		198	D	$38.14	10,182(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Total reported in Column 5 includes 3,792 restricted stock units and 6,930 shares of common stock.

2. Total reported in Column 5 includes 2,989 restricted stock units and 7,486 shares of common stock.

3. Total reported in Column 5 includes 2,065 restricted stock units and 8,117 shares of common stock.

Remarks:

	/s/ Meghan M. Elliott, Attorney-in-Fact for Frank G. Heard	06/24/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What does the "F" transaction code mean in APOG's Form 4?

Code F denotes tax withholding—shares are surrendered to the issuer to cover taxes due on vested equity awards, not an open-market sale.

How many Apogee Enterprises shares did Director Frank Heard dispose of?

He surrendered 738 common shares (293 + 247 + 198) between 20-22 June 2025.

What is Frank Heard's remaining APOG share ownership after these transactions?

He now beneficially owns 10,182 shares, comprising both restricted stock units and common stock.

Is the insider activity in this Form 4 considered material for APOG investors?

No. The transactions are routine and represent less than 0.01% of Apogee’s outstanding shares, so market impact is negligible.

Did the filing indicate trades under a Rule 10b5-1 plan?

Yes, the form includes the new Rule 10b5-1(c) checkbox, confirming the transaction aligns with an approved trading plan.