Tecnoglass Inc SEC Filings

On June 25, 2026, Tecnoglass Inc. furnished a transcript of an interview with its Chief Financial Officer, Santiago Giraldo, to the SEC under Regulation FD. The transcript is filed as Exhibit 99.1 to this Current Report on Form 8-K and is furnished (not "filed") for Item 7.01.

Tecnoglass Inc. furnishes a transcript of an interview with its CFO, who explains the company’s business model, markets and growth strategy. He highlights Tecnoglass as a vertically integrated Colombian manufacturer selling mainly into the United States, with about 97% of revenue coming from the US and a focus on high-end architectural glass and windows.

The CFO notes that single-family residential now represents roughly 45% of sales and commercial construction 55%, supported by a record contract backlog of about 1.4 billion. He cites long‑term sales growth of around 15% annually since the IPO and EBITDA margins of roughly 28–29%, significantly above peers, driven by low‑cost Colombian manufacturing and full vertical integration. The discussion also covers exposure to repair and remodeling, geographic expansion across the US, pricing actions to address aluminum tariffs, and a balanced capital allocation between growth investment, buybacks and dividends.

Tecnoglass Inc. reported that shareholders approved all proposals at its Annual General Meeting held on June 16, 2026. Investors backed the company’s plan to de-register in the Cayman Islands and continue as a Florida corporation, and also approved new Articles of Incorporation and Bylaws to take effect upon that move.

Shareholders elected three Class A directors to new three-year terms and ratified PwC Contadores y Auditores S. A. S. as independent registered public accounting firm for the year ending December 31, 2026. The continuation to Florida and related charter documents remain subject to conditions described in the proxy materials and are expected to be completed in July 2026.

Tecnoglass Inc. has declared a quarterly cash dividend of $0.15 per share for the second quarter of 2026. The dividend will be paid on July 31, 2026 to shareholders of record at the close of business on June 30, 2026, equivalent to $0.60 per share on an annualized basis.

Tecnoglass is a producer of high-end aluminum and vinyl windows and architectural glass, with a 5.8 million square foot vertically integrated manufacturing complex in Barranquilla, Colombia and the United States accounting for 95% of its total revenues.

Energy Holding Corp, a more than ten percent owner of Tecnoglass Inc., reported open-market purchases of the company’s Ordinary Shares. It bought 80,879 shares on May 14, 2026 at a weighted average price of $40.5609 and 19,121 shares on May 15, 2026 at a weighted average price of $40.2726. In total, the reporting holder acquired 100,000 shares over the two days, bringing its direct ownership to 20,831,985 Ordinary Shares. The filing notes that each reported price is a weighted average for multiple trades within stated intraday price ranges.

Tecnoglass is asking shareholders to approve a legal continuation from the Cayman Islands to the State of Florida and to adopt Proposed Charter Documents, subject to Cayman Registrar approval and Florida registration. The Board unanimously recommends the Continuation, which would preserve one-to-one share treatment and NYSE listing under the symbol TGLS. The Continuation has material tax considerations for certain U.S. Holders (including PFIC and $50,000 thresholds) and will not change historical U.S. GAAP accounting treatment. Shareholders of record on May 11, 2026 may vote at the virtual AGM on June 16, 2026.

Energy Holding Corp has filed Amendment No. 8 to its Schedule 13D for Tecnoglass Inc., updating its ownership after several open-market purchases in March 2026. It bought 107,000 Ordinary Shares on March 9 at a weighted average price of $41.064 per share and 107,000 shares on March 10 at $43.413 per share. It then purchased 92,066 shares on March 11 at $44.24, 107,600 shares on March 12 at $45.282, and 107,629 shares on March 13 at $45.113.

Following these transactions, Energy Holding Corp holds 20,731,985 Ordinary Shares, representing approximately 46.7% of Tecnoglass’s Ordinary Shares outstanding, based on 44,364,816 shares outstanding as of May 5, 2026. Energy Holding Corp has sole voting and dispositive power over these shares. Directors Joaquin Fernandez and Alberto Jose Velilla Becerra share voting and dispositive power through their roles at Energy Holding Corp and may be deemed beneficial owners, although each disclaims beneficial ownership except for his pecuniary interest.

Tecnoglass Inc. reported first-quarter 2026 revenue of $249.0M, up 12.0% from $222.3M a year earlier, driven mainly by higher commercial activity in its core U.S. markets.

Net income declined to $31.9M from $42.2M as the gross margin compressed to 38.5% from 43.9% on higher aluminum costs, wage increases in Colombia, and a greater mix of installation-intensive commercial projects. Operating expenses rose to $50.9M, including a one-time $2.9M Colombian wealth tax, partially offset by a $1.9M recovery of previously paid U.S. import tariffs.

Cash flow from operations fell to $6.7M from $46.9M as the company built inventories of U.S.-sourced aluminum and saw higher trade receivables tied to large commercial jobs. Tecnoglass ended the quarter with $91.1M in cash, long-term debt of $194.4M, and access to a $500M revolving credit facility maturing in 2030, while continuing shareholder returns through a $0.15-per-share quarterly dividend and $16.5M of share repurchases.