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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): April 9, 2026
TECNOGLASS
INC.
(Exact
Name of Registrant as Specified in Charter)
| Cayman
Islands |
|
001-35436 |
|
98-1271120 |
| (State or Other Jurisdiction |
|
(Commission |
|
(IRS Employer |
| of Incorporation) |
|
File Number) |
|
Identification No.) |
3550
NW 49th Street, Miami, Florida 33142
Avenida
Circunvalar a 100 mts de la Via 40, Barrio Las Flores Barranquilla, Colombia
(Address
of Principal Executive Offices) (Zip Code)
(57)(5)
3734000
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
| ☐ |
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 Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Ordinary Shares |
|
TGLS |
|
The New York Stock Exchange |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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
2.02. Results of Operations and Financial Condition.
On
April 9, 2026, Tecnoglass Inc. (the “Company”) issued a press release announcing an update to its full year 2026 outlook
due to recent aluminum tariffs. The press release is included as Exhibit 99.1 hereto.
The
information furnished under this Item 2.02, including the exhibit related thereto, shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any disclosure document of
the Company, except as shall be expressly set forth by specific reference in such document.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press release dated April 9, 2026 |
| 104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document) |
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.
Dated:
April 9, 2026
| |
TECNOGLASS
INC. |
| |
|
| |
By: |
/s/
Jose M. Daes |
| |
Name: |
Jose M. Daes |
| |
Title: |
Chief Executive Officer |
Exhibit
99.1

Tecnoglass
Adjusts Full Year 2026 Guidance Following Recent U.S. Aluminum Tariff Update
-
First quarter performance was in line with expectations, marked by strong demand and record backlog, supporting a reaffirmation of strong
double-digit revenue growth expectations for full year 2026 -
-
Revises full year 2026 Adjusted EBITDA guidance to reflect newly implemented 10% U.S. tariff on finished aluminum window imports -
-
Price and cost actions combined with operational efficiencies expected to partially offset the tariff impact in 2026 and fully neutralize
the impact in full year 2027 -
Miami,
FL – April 09, 2026 – Tecnoglass, Inc. (NYSE: TGLS) (“Tecnoglass” or the
“Company”), a leading producer of high-end aluminum and vinyl windows and architectural glass for the
global residential and commercial end markets, today provided an update to its full year 2026 outlook.
The
Company’s first quarter performance was in line with its expectations to start the year, supported by continued strength in order
activity and a record backlog that provides strong visibility in 2026.
Subsequent
to the first quarter, on April 2, 2026, the White House issued updates to U.S. trade policy, including changes to Section 232 metals
tariffs on steel, aluminum, and copper imports, and the expanded applicability of those tariffs to finished goods and certain derivative
products containing those metals.
The
recent updates to tariffs on certain aluminum-containing products and derivatives, introduce an incremental cost to Tecnoglass and other
aluminum window exporters into the U.S., associated with a 10% tariff on finished aluminum window products imported into the U.S. This
development was not contemplated in the Company’s original guidance for full year 2026 provided February 26, 2026.
José
Manuel Daes, Chief Executive Officer of Tecnoglass, commented, “We are executing at a high level to start 2026, with first quarter
performance in line with our expectations and continued strength across our residential and commercial platforms. Our record backlog
and strong order activity provide excellent visibility, and we continue to gain market share supported by our differentiated vertically
integrated model and industry-leading cost structure. The developments in U.S. trade policy applicable to aluminum-containing imports
do not reflect any change in our competitive positioning or underlying demand environment. We have proactively restructured our supply
chain over the past several years to significantly reduce raw material tariff exposure, and our platform remains advantaged within our
industry.”
Tecnoglass
is updating its full year 2026 Adjusted EBITDA guidance to be in the range of $225 million to $245 million. The updated Adjusted EBITDA
guidance reflects an incremental $50 million net impact, when compared to the midpoint of the Company’s previously provided guidance
range, associated with the recently announced 10% tariffs on certain finished aluminum windows and products imported into the U.S. The
net impact incorporates pricing actions with an effective date starting on orders in early May, which are expected to benefit results
in the second half of the year. Additionally, the Company is implementing additional operational efficiencies related to logistical improvements,
increased automation, and headcount rationalizations to help further offset the impact of tariffs. The updated Adjusted EBITDA
guidance also incorporates the potential impact of sustained elevated aluminum prices in the second half of 2026. All other assumptions
underlying the Company’s prior outlook remain unchanged.
Santiago
Giraldo, Chief Financial Officer of Tecnoglass, added, “The change to our full year 2026 Adjusted EBITDA expectations is entirely
a result of the revised U.S. tariff framework, which was not contemplated in our original guidance. We have already announced pricing
actions that will start with orders in early May, and we are advancing additional efficiency initiatives, including automation and logistics
optimization, to further mitigate the anticipated net impact of tariffs disclosed today. These actions, combined with our strong margin
profile and disciplined cost management, position us to partially offset the tariff impact as we move through the year and fully neutralize
it in 2027. Our updated outlook reflects this discrete policy-driven headwind and does not change our confidence in the trajectory of
the business. We remain well positioned to drive growth, expand margins over time, and continue delivering industry-leading financial
performance.”
The
Company will provide a more comprehensive update, including any additional details, in connection with its first quarter results and
full year guidance in early May.
About
Tecnoglass
Tecnoglass
Inc. is a leading producer of high-end aluminum and vinyl windows and architectural glass serving the multi-family, single-family, and
commercial end markets. Tecnoglass is the second largest glass fabricator serving the U.S. and the #1 architectural glass transformation
company in Latin America. Located in Barranquilla, Colombia, the Company’s 5.8 million square foot, vertically integrated, and
state-of-the-art manufacturing complex provide efficient access to nearly 1,000 customers in North, Central and South America, with the
United States accounting for 95% of total revenues. Tecnoglass’ tailored, high-end products are found on some of the world’s
most distinctive properties, including One Thousand Museum (Miami), Paramount (Miami), Salesforce Tower (San Francisco), Via 57 West
(NY), Hub50House (Boston), Aeropuerto Internacional El Dorado (Bogotá), One Plaza (Medellín), Pabellon de Cristal (Barranquilla).
For more information, please visit www.tecnoglass.com or view our corporate video at https://vimeo.com/134429998.
Forward
Looking Statements
This
press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995,
including statements regarding future financial performance, future growth and future acquisitions. These statements are based on Tecnoglass’
current expectations or beliefs and are subject to uncertainty and changes in circumstances. Actual results may vary materially from
those expressed or implied by the statements herein due to changes in economic, business, competitive and/or regulatory factors, and
other risks and uncertainties affecting the operation of Tecnoglass’ business. These risks, uncertainties and contingencies are
indicated from time to time in Tecnoglass’ filings with the Securities and Exchange Commission. The information set forth herein
should be read in light of such risks. Further, investors should keep in mind that Tecnoglass’ financial results in any particular
period may not be indicative of future results. Tecnoglass is under no obligation to, and expressly disclaims any obligation to, update
or alter its forward-looking statements, whether as a result of new information, future events and changes in assumptions or otherwise,
except as required by law.
Non-GAAP
Financial Measures
Adjusted
EBITDA is a non-GAAP performance measure. Management believes Adjusted EBITDA, in addition to operating profit, net income and other
GAAP measures, is useful to investors to evaluate the Company’s results because it excludes certain items that are not directly
related to the Company’s core operating performance. Investors should recognize that Adjusted EBITDA might not be comparable to
similarly-titled measures of other companies. This measure should be considered in addition to, and not as a substitute for or superior
to, any measure of performance prepared in accordance with GAAP.
Because
GAAP financial measures on a forward-looking basis are not accessible, and reconciling information is not available without unreasonable
effort, we have not provided reconciliations for forward-looking non-GAAP measures. Items excluded to arrive at forward-looking non-GAAP
measures may have a significant, and potentially unpredictable, impact on our future GAAP results.
Investor
Relations:
Santiago
Giraldo / CFO
305-503-9062
investorrelations@tecnoglass.com