What changed in this filing

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Item 1. Business

2025-04-24 compared with 2024-04-26 · 96 added, 89 removed, 127 unchanged (59% of the section changed)

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(Apogee, we, us, our or the Company) was incorporated under the laws of the State of Minnesota in 1949.

We are a leading provider of architectural products and services for enclosing buildings, and high-performance glass and acrylic products used in applications for preservation, protection and enhanced viewing.

We have four reporting segments, with three of the four segments serving the non-residential construction market, and the fourth serving the custom framing and fine art market:

• The Architectural Framing Systems Segment designs, engineers, fabricates and finishes aluminum window, curtainwall, storefront and entrance systems for the exterior of buildings.

We are a leading provider of architectural building products and services, as well as high-performance coated materials used in a variety of applications.

Segment Information

During the fourth quarter of fiscal 2025, the Company changed the names of two of our reporting segments to better reflect their product focus and capabilities.

The previously named Architectural Framing Systems Segment is now referred to as the Architectural Metals Segment.

The previously named Large-Scale Optical Segment is now referred to as the Performance Surfaces Segment.

There were no changes in the products or brands included within each of the reportable segments, nor the way in which our CEO assesses performance and allocates resources for these or our other segments.

We have four reporting segments:

• The Architectural Metals Segment designs, engineers, fabricates and finishes aluminum window, curtainwall, storefront and entrance systems used primarily in non-residential construction.

In fiscal 2025, this segment accounted for approximately 39% of our net sales.

• The Architectural Glass Segment coats and fabricates high-performance glass used in custom window and wall systems on non-residential buildings.

• The Architectural Services Segment integrates technical services, project management, and field installation services to design, engineer, fabricate, and install architectural curtainwall and other façade-related systems used primarily in non-residential construction.

In fiscal 2025, this segment accounted for approximately 31% of our net sales.

• The Architectural Services Segment integrates technical services, project management, and field installation services to design, engineer, fabricate, and install building glass and curtainwall systems.

• The Architectural Glass Segment cuts, treats, coats and fabricates high-performance glass used in custom window and wall systems used primarily in non-residential buildings.

In fiscal 2025, this segment accounted for approximately 21% of our net sales.

• The Large-Scale Optical (LSO) Segment manufactures high-performance glazing products for the custom framing, fine art, and engineered optics markets.

• The Performance Surfaces Segment develops and manufactures high-performance coated materials for a variety of applications, including wall decor, museums, graphic design, digital displays, architectural interiors, and industrial flooring.

In fiscal 2025, this segment accounted for approximately 9% of our net sales.

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Become the economic leader in our target markets.

We are developing a deep understanding of our target markets and align our businesses with clear go-to-market strategies to drive value for our customers through differentiated product and service offerings.

We will focus on operational execution, driving productivity improvements, and maintaining a competitive cost structure, so that we may bring more value to our customers and improve our own profitability.

We have developed a deep understanding of our target markets and aligned our businesses with clear go-to-market strategies to drive value for our customers through differentiated product and service offerings.

We are focused on operational execution, driving productivity improvements, and maintaining a competitive cost structure, so that we may bring more value to our customers and improve our own profitability.

Actively manage our portfolio to drive higher margins and returns.

We are shifting our business mix toward higher operating margin offerings in order to improve our return on invested capital performance.

We expect to accomplish this by allocating resources to grow our top performing businesses, actively addressing underperforming businesses, and investing to add new differentiated product and service offerings to accelerate our growth and increase margins.

We accomplish this by allocating resources to grow our top performing businesses, actively addressing underperforming businesses, and investing in differentiated product and service offerings to accelerate our growth and increase margins.

Strengthen our core capabilities.

We are shifting from our historical, decentralized operating model, to one with center-led functional expertise that enables us to leverage the scale of the enterprise to better support the needs of the business.

In fiscal 2022, we established a Company-wide operating system with common tools and processes based on the foundation of Lean and Continuous Improvement, which we call the "Apogee Management System".

Our strategy is supported by a robust talent management program and a commitment to strong governance to ensure compliance and drive sustainable performance.

We set this strategy by developing a deep knowledge of the markets we serve and by gaining extensive input from customers and industry influencers, along with detailed competitive benchmarking.

We continually analyze our portfolio of products, services, and capabilities to identify the best areas for future profitable growth.

We also evaluate our operating model to ensure we have the organizational structure and capabilities needed to deliver consistent profitable growth.

Through this work, we validate strengths that we can leverage and identify opportunities to improve our performance.

We have made significant progress against our strategy and will continue to identify opportunities to build upon it.

To measure our progress, we established three consolidated enterprise financial targets:

• Adjusted Return on Invested Capital (ROIC) 1 greater than 12%

• Adjusted operating margin 1 greater than 10%

• Revenue growth greater than 1.2 times the overall non-residential construction market.

1 Adjusted ROIC and adjusted operating margin are non-GAAP measures.

See discussion of non-GAAP measures within the Overview section of Management's Discussion and Analysis.

We have established a Company-wide operating system with common tools and processes based on the foundation of Lean and Continuous Improvement, which we call the "Apogee Management System." Our strategy is supported by a robust talent management program and a commitment to strong governance to ensure compliance and drive sustainable performance.

We continually analyze our current portfolio of products, services, and capabilities to identify the best areas for future profitable growth.

We also evaluate inorganic investment opportunities where we can deploy capital to acquire businesses that will be accretive to our long-term growth rate and operating margins.

Fiscal 2025 Highlights

In fiscal 2025, we drove further progress toward our strategic goals and financial targets.

We continued the deployment of the Apogee Management System across our business, supporting sustainable cost and productivity improvements.

We invested in organic growth initiatives, including capacity expansion in the Large-Scale Optical Segment and geographic growth in Architectural Services.

We increased our focus on differentiated products and services, and continued to diversify the mix of architectural projects that we serve while leaning more heavily into higher, value-added products.

We invested in organic and inorganic growth initiatives, including the acquisition of UW Interco, LLC (UW Solutions) and capacity expansion in the Performance Surfaces segment as well as capacity expansion to support geographic growth in the Architectural Services segment.

We continue to focus on offering differentiated products and services and diversifying the mix of architectural projects that we serve.

We also advanced several initiatives to strengthen our core capabilities, driving the standardization of key business processes and systems, and strengthening talent management and leadership development programs.

Products and Services

Architectural Framing Systems, Architectural Glass and Architectural Services Segments

These three segments primarily serve the non-residential construction industry and participate in various phases of the value stream to design, engineer, fabricate and install custom glass and aluminum window, curtainwall, storefront and entrance systems for the exterior of buildings, primarily in the non-residential construction sectors.

Our product and service offerings across these architectural segments allow architects to create distinctive looks for buildings in the non-residential construction industry such as healthcare facilities, government buildings, office towers, hotels, education and athletic facilities, retail centers, transportation centers, mixed use and multi-family residential buildings.

Our solutions also help meet functional requirements such as energy efficiency, hurricane, blast and other impact resistance and sound control.

Many of our architectural products and services help architects, developers, and building owners achieve their energy-efficiency and sustainability goals by improving energy performance, reducing greenhouse gas emissions, providing daylight and natural ventilation, and increasing comfort and safety for occupants.

These architectural products include high-performance thermal framing systems, energy efficient glass coatings, and sun control products such as sunshades and light shelves.

Many of our framing systems products can be specified with recycled aluminum content and utilize environmentally friendly anodize and paint finishes.

In addition, we offer renovation solutions to help modernize aging buildings, providing significantly improved energy performance, while preserving historically accurate aesthetics.

Architectural Framing Systems Segment

Our Architectural Framing Systems Segment designs, engineers and fabricates aluminum windows, storefront and entrance systems.

We also extrude aluminum and provide finishing services for metal components used in a variety of building materials applications, as well as plastic components for other markets.

Architectural Metals Segment

Our Architectural Metals Segment designs, engineers and fabricates aluminum windows, curtainwall, storefront and entrance systems.

We also extrude aluminum and provide finishing services for metal components used in a variety of building materials applications.

We sell our products and services under the Tubelite®, EFCO, and Linetec® brands in the U.S.

and under Alumicor™ in Canada.

Architectural Services Segment

Our Architectural Services Segment delivers value by integrating technical capabilities, project management skills and field installation services, to provide design, engineering, fabrication and installation for the exteriors of primarily non-residential buildings.

Our ability to efficiently design high-quality window and curtainwall systems and effectively manage the installation of building façades enables our customers to meet schedule and cost requirements of their projects.

We sell our products and services under the Harmon® brand.

Architectural Glass Segment

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These include proprietary, high-performance coatings, digital and silkscreen printing, heat-soaking of tempered glass, and thermal spacers.

Architectural Services Segment

The LSO Segment provides coated glass and acrylic primarily for use in custom picture framing, museum framing, wall decor and technical glass and acrylic for other display applications.

Products vary based on size and coatings to provide conservation-grade UV protection, anti-reflective and anti-static properties and/or security features.

We sell our products under the Viracon® and GlassecViracon® brands.

Performance Surfaces Segment

The Performance Surfaces Segment develops and manufactures high-performance coated materials for a variety of applications, including wall decor, museums, graphic design, digital displays, architectural interiors, and industrial flooring.

We are a vertically integrated manufacturer, differentiated by our proprietary formulations and coating application processes.

We sell our products under the Tru Vue®, ResinDEK®, ChromaLuxe®, RDC Coatings™, and Unisub® brands.

Product Demand and Distribution Channels

Architectural Framing Systems, Architectural Glass and Architectural Services Segments

Architectural Metals, Architectural Services and Architectural Glass Segments

Demand for the products and services offered by our architectural segments is not only impacted by general economic conditions, but has historically been affected by changes in the North American non-residential construction industry, which is cyclical in nature.

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We also rely on internal indicators to analyze demand, including our sales pipeline, which is made up of contracts in review, projects awarded or committed, and bidding activity.

Our sales pipeline, together with ongoing feedback, analysis and data from our customers, architects and building owners, provides visibility into near- and medium-term demand.

Our sales pipeline, together with ongoing feedback, analysis and data from our customers, architects and building owners, provides information related to near- and mid-term demand.

Additionally, we evaluate data on U.S.

and Canadian non-residential construction market activity, industry analysis and longer-term trends provided by external data sources.

and Canadian non-residential construction market activity, industry analysis, interest rates, and other longer-term trends provided by external data sources.

Our architectural products and services are used in subsets of the non-residential construction industry differentiated by the following factors:

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• Customers and distribution channels - Our customers are mainly glazing subcontractors and general contractors, with project design being influenced by architects and building owners.

Our windows, curtainwall, storefront and entrance systems are sold using a combination of direct sales forces and independent sales representatives and distributors.

Our windows, curtainwall, storefront and entrance systems are sold using a combination of direct sales forces, independent sales representatives, and distributors.

Our installation services are sold by a direct sales force in certain metropolitan areas in the U.S and Canada.

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to have a national presence and we have the ability to provide installation project management throughout the U.S.

In our LSO Segment, we have a leading brand of value-added coated glass and acrylic used in the custom picture-framing market, museum market, and various technical glass applications.

Under the Tru Vue brand, products are sold primarily in North America through national and regional retail chains using a direct sales force, as well as to local retailers through an independent distribution network.

We have a global distribution network and supply our products to museums, galleries and other customers outside of North America, including Europe and Asia.

Performance Surfaces Segment

Demand for our products in our Performance Surfaces Segment is impacted by general economic conditions, including consumer confidence, spending in residential improvements, as well as growth in non-residential construction.

We offer value-added coated glass, acrylic, metals, and other substrates used in the custom picture-framing market, museum market, graphic arts and decor markets, and various technical glass applications.

These products are sold primarily in North America under the Tru Vue, ChromaLuxe, and Unisub brands, through national and regional retail chains using a direct sales force, as well as to local retailers through an independent distribution network.

Through our ResinDEK brand, we offer engineered panels used in flooring systems designed for material handling, supply chain, and self-storage applications.

These products are sold through a combination of a direct sales force and third-party representatives.

Our RDC Coatings brand offers coating solutions for a variety of applications, that are custom engineered to meet customer specifications.

Markets for these coatings include flooring, furniture, cabinetry, and other applications.

We have a global distribution network and supply our products to customers outside of North America, primarily in Europe and Asia.

Competitive Conditions

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To protect and improve our competitive position, we maintain strong relationships with building owners, architects, and other stakeholders who influence the selection of products and services on a project, and with general contractors, who initiate projects and develop specifications.

Architectural Framing Systems Segment

Our Architectural Framing Systems Segment competes against several national, regional, and local aluminum window and storefront manufacturers, as well as regional finishing companies.

Architectural Metals Segment

Our Architectural Metals Segment competes against several national, regional, and local aluminum window and storefront manufacturers, as well as regional finishing companies.

Our businesses compete by providing a broad portfolio of high-quality products, robust engineering capabilities, a vertically integrated manufacturing model, and dependable, short lead-time service.

Architectural Glass Segment

In our Architectural Glass Segment, we compete with regional glass fabricators and international competitors who can provide certain products with attributes similar to ours.

We differentiate by providing a wide range of high-quality products, including several proprietary offerings, that we can bundle together into customized solutions.

We maintain strong relationships with architects, developers, and other industry stakeholders, and provide strong customer service and reliable delivery.

Architectural Services Segment

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We compete by offering a robust set of capabilities at a competitive cost.

Our capabilities include preconstruction services, engineering and design, project management, manufacturing, and field installation.

We deliver these services using an operating model that is designed to reduce costs and risk for our customers, and we have established a track record of regularly meeting each project's unique execution requirements.

Our LSO Segment competes primarily with European, U.S., and Asia Pacific providers of both basic and valued-added glass and acrylic.

Our competitive strengths include innovative proprietary products and process technologies, a highly automated manufacturing model, innovative marketing programs, strong customer relationships, and an established distribution network.

Our capabilities include engineering and design services, project management, manufacturing, and field installation.

We deliver these services using an operating model that is designed to reduce costs and risk for our customers.

Architectural Glass Segment

In our Architectural Glass Segment, we compete with regional glass fabricators and international competitors who can provide certain products with attributes similar to ours.

We differentiate by providing a wider range of high-quality products, including several proprietary offerings, that we can bundle together into customized solutions.

We work to maintain strong relationships with architects, developers, and other industry stakeholders, and provide strong customer service and reliable delivery.

Performance Surfaces Segment

Our Performance Surfaces Segment competes primarily with European, U.S., and Asia Pacific providers of both basic and value-added glass and acrylic, and other high-performance coated substrates.

Our competitive strengths include innovative proprietary products, domain expertise in coating processes and technologies, a highly automated manufacturing model, strong customer relationships, an established distribution network, and a portfolio of well-known brands.

We offer product and service warranties that we believe are competitive for the markets in which our products and services are sold.

The nature and extent of these warranties depend upon the product or service, the market and, in some cases, the customer being served.

Our standard warranties are generally from two to 12 years for our curtainwall, window system and architectural glass products, while we generally offer warranties of two years or less on our other products and services.

Our standard warranties are generally from two to 12 years for our curtainwall, window system, and architectural glass and certain coated products, while we generally offer warranties of two years or less on our other products and services.

Sources and Availability of Raw Materials

Materials used in the Architectural Framing Systems Segment include aluminum billet and extrusions, fabricated glass, plastic extrusions, hardware, paint and chemicals.

Materials used in the Architectural Metals Segment include aluminum billet and extrusions, fabricated glass, plastic extrusions, hardware, paint and chemicals.

Within the Architectural Services Segment, materials used include fabricated glass, finished aluminum extrusions, fabricated metal panels and hardware.

Raw materials used within the Architectural Glass Segment include flat glass, vinyl, silicone sealants and lumber.

Materials used in the LSO Segment are primarily glass and acrylic.

Raw materials used within the Architectural Glass Segment include float glass, vinyl, silicone sealants and lumber.

Materials used in the Performance Surfaces Segment are float glass, acrylic, aluminum sheets, medium-density fiberboard (MDF), and certain chemicals.

Most of our raw materials are readily available from a variety of domestic and international sources.

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Trade and contract-related receivables and other contract assets are the largest components of our working capital.

Inventory requirements, mainly related to raw materials, are most significant in our Architectural Framing Systems, Architectural Glass, and LSO Segments.

Inventory requirements, mainly related to raw materials, are most significant in our Architectural Metals, Architectural Glass, and Performance Surfaces Segments.

Compliance with Government Regulations

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In addition, we have procedures in place that enable us to properly manage the regulated materials used in and wastes created by our manufacturing processes.

We believe we are currently in material compliance with all such laws and regulations.

Sustainability Focus

As a leading provider of architectural products and services, we are committed to integrating sustainable business practices and environmental stewardship throughout our business.

Our company-wide commitment to sustainable business practices is focused on delivering long-term profitable growth while carefully stewarding the resources entrusted to us, and delivering products and services that address our customers’ increased focus on energy efficiency and greenhouse gas reductions.

We believe we are currently in compliance with all such laws and regulations.

Supporting Sustainability

We are committed to integrating sustainable business practices and environmental stewardship throughout our business.

Our architectural products and services are key enablers of green building and sustainable design.

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Our commitment to sustainable business practices and environmental stewardship also extends to our own operations, including incorporating environmentally sustainable manufacturing processes, eliminating waste, and minimizing our resource consumption.

During fiscal 2024, we calculated and publicly disclosed our baseline Scope 1 and Scope 2 greenhouse gas emissions, along with data on enterprise-wide energy consumption.

We plan to use this data to evaluate new opportunities for reducing our emissions and energy use.

Human Capital Resources

We had approximately 4,400 employees on March 2, 2024, down from 4,900 employees on February 25, 2023, of which 78% are male and 22% are female.

We had approximately 4,500 employees on March 1, 2025, up from 4,400 employees on March 2, 2024, of which 78% are male and 22% are female.

As of March 1, 2025, approximately 351, or approximately 8%, of our employees are covered by collective bargaining agreements.

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This commitment requires focus and dedication to fundamental aspects of our business to minimize the risk of accidents, injury, and exposure to health hazards.

In fiscal 2024, we adopted an enterprise-wide health and safety program to build centralized oversight of workplace safety and to actively share best practices across our business.

In fiscal 2025, we continued to improve our enterprise-wide health and safety program which centralizes oversight of workplace safety and actively shares best practices across our business.

Our Apogee Safety Council meets regularly to review facility-level performance, maintain our policies, and provide short and long-term plans to achieve our ambition of achieving an incident rate of zero.

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We also conduct employee engagement surveys at the site level annually to hear directly from our employees with respect to what we are doing well, in addition to areas where they may need additional support.

Diversity, Equity and Inclusion

Our diversity, equity and inclusion program promotes a workplace where each employee’s abilities are recognized, respected, and utilized to further our goals.

Diversity and Equal Opportunity

We strive to promote a workplace where each employee’s abilities are recognized, respected, and utilized to further our goals.

Our aim is to create an environment where people feel included as a part of a team because of their diversity of outlooks, perspectives, and characteristics, and have an equal opportunity to add value to our Company.

We strive to create a culture of inclusion, reduce bias in our talent practices, and invest in and engage with our communities.

We work to create a culture of inclusion, reduce bias in our talent practices, and invest in and engage with our communities.

We conduct diversity and Code of Business Ethics and Conduct trainings with employees and managers annually to define our expectations on creating an inclusive and diverse workplace, where all individuals feel respected and part of a team regardless of their race, national origin, ethnicity, gender, age, religion, disability, sexual orientation or gender identity.

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These reports are also available on the SEC's website at www.sec.gov .

Also available on our website are various corporate governance documents, including our Code of Business Ethics and Conduct, Corporate Governance Guidelines, and charters for the Audit, Compensation, and Nominating and Corporate Governance Committees of the Board of Directors.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

Name Age Positions with Apogee Enterprises and Past Experience

Silberhorn 56 Chief Executive Officer of the Company since January 2021.

Silberhorn 57 Chief Executive Officer (CEO) of the Company since January 2021.

Prior to joining the Company, Mr.

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Prior to this position and since 2001, he held several 3M global business unit leadership roles, serving as Vice President and General Manager for divisions within Safety & Industrial, Transportation & Electronics, and the Consumer business groups.

Matthew Osberg

49 Executive Vice President and Chief Financial Officer of the Company since April 2023.

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and Ernst & Young LLP.

Curtis Dobler 59 Executive Vice President and Chief Human Resources Officer since April 2019.

Prior to joining the Company, Mr.

Dobler served as Executive Vice President and Chief Human Resources Officer at Associated Materials, Inc., a manufacturer and distributor of exterior residential building products, from 2015 through 2019.

Elliott 47 Vice President, General Counsel and Secretary of the Company since June 2020.

Raelyn Trende

49 Executive Vice President and Chief Human Resources Officer since July 2024.

Trende joined the Company from Medtronic where she served as Vice President of Global Talent Acquisition, Human Resources Technology, Analytics, and Project Management Office.

Prior to Medtronic, Ms.

Trende was Senior Vice President of Human Resources for OptumHealth, a subsidiary of UnitedHealth Group.

In addition, Ms.

Trende served in several human resources leadership roles at Target Corporation and Cargill.

Elliott 48 Vice President, Chief Legal Officer, and Secretary of the Company since June 2020.

Prior to this role, Ms.

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Elliott was a partner with Lindquist & Vennum, PLLP (n/k/a Ballard Spahr LLP).

Jewell 50 President of Apogee's Architectural Glass Segment since October 2023.

Longman 53 President of Apogee's Architectural Metals Segment since October 2023.

Prior to this role, Mr.

Jewell served as President of Apogee's Architectural Framing Systems segment from August 2019 to October 2023, and as Senior Vice President, Business Development and Strategy for the Company from May 2018 to August 2019.

Longman served as President of Apogee's Architectural Glass segment from June 2021 to October 2023.

Prior to joining the Company, Mr.

Jewell served in multiple Senior leadership positions at Valspar, a developer, manufacturer and distributor of paints and coatings, from 2010 to 2017.

Longman served as Chief Executive Officer and Chief Operating Officer for Harvey Building Products, a manufacturer of windows, doors and accessory products, from March 2018 to November 2020 and in various functional and business leadership roles at Colfax Fluid Handling, a diversified technology company, from 2012 to 2018.

Johnson 51 President of Apogee’s Architectural Services Segment since March 2020.

Prior to this role, Mr.

Johnson served in several leadership roles in the Architectural Services segment since 2011.

Longman 52 President of Apogee's Architectural Framing Systems Segment since October 2023.

Johnson served in several leadership roles in the Architectural Services Segment.

Jewell 51 President of Apogee's Architectural Glass Segment since October 2023.

Prior to this role, Mr.

Longman served as President of Apogee's Architectural Glass segment from June 2021 to October 2023.

Jewell served as President of Apogee's Architectural Metals Segment from August 2019 to October 2023, and as Senior Vice President, Business Development and Strategy for the Company from May 2018 to August 2019.

Prior to joining the Company, Mr.

59 President of Apogee’s Large-Scale Optical Segment since February 2006.

Prior to joining Apogee, Ms.

Boyce held general management and marketing leadership roles in consumer packaged goods companies including North American General Manager and Vice President of Marketing for Equal Sweetener (Merisant) and marketing roles with United Signature Foods, Quaker Oats and Kraft Foods.

Jewell served in multiple Senior leadership positions at Valspar, a developer, manufacturer and distributor of paints and coatings, from 2010 to 2017.

Veena Lakkundi

56 President of Apogee’s Performance Surfaces Segment since January 2025.

Prior to joining the Company, Ms.

Lakkundi served as Senior Vice President, Strategy and Corporate Development at Rockwell Automation, a global leader in industrial automation and digital transformation.

Previously, Ms.

Lakkundi served at Senior Vice President and Chief Strategy Officer at 3M Company along with other key leadership positions across 3M.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business