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Item 9A. Controls and Procedures

2025-04-24 compared with 2024-04-26 · 46 added, 8 removed, 204 unchanged (21% of the section changed)

21 unchanged sentences

This information is incorporated herein by reference.

We have an insider trading policy governing the purchase, sale and other dispositions of the Company's securities that applies to all personnel of the Company and its subsidiaries, including directors, officers, employees and other covered persons.

The Company believes that its insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as applicable listing standards.

A copy of the Company’s insider trading policy is filed as Exhibit 19.1 to this report.

EXECUTIVE AND DIRECTOR COMPENSATION

2 unchanged sentences

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item is set forth under the headings “Equity Compensation Plan Information”, “Security Ownership of Certain Beneficial Owners” and “Security Ownership of Directors and Management” in our 2024 Proxy Statement.

This information is incorporated herein by reference.

The following table summarizes, with respect to our equity compensation plans, the number of shares of our common stock to be issued upon exercise of outstanding options, warrants and other rights to acquire shares, the weighted-average exercise price of these outstanding options, warrants and rights, and the number of shares remaining available for future issuance under our equity compensation plans as of March 1, 2025, the last day of fiscal 2025.

Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in the First Column)

Equity compensation plans approved by security holders 310,904 (1) (2)

Equity compensation plans not approved by security holders None None None

Total 310,904 N/A 868,847

Includes 202,240 shares underlying performance share unit awards granted under our 2019 Stock Incentive Plan, assuming maximum performance;

77,522 restricted stock unit awards granted under our 2019 Stock Incentive Plan, 2009 Non-Employee Director Stock Plan, and 2019 Non-Employee Director Stock Plan, and 31,142 phantom shares under our Deferred Compensation Plan for Non-Employee Directors.

Dividends accrue on the outstanding performance share units during the three-year performance periods but will be paid only on shares earned at the end of each performance cycle.

Certain outstanding restricted stock units have dividend rights attached, but none of the restricted stock units are transferable.

At the beginning of fiscal years 2023, 2024 and 2025, performance share units were awarded to plan participants which will vest based on our Company’s performance over each three-year performance period.

The performance share units represent the right to receive shares of our common stock at the end of each three-year performance period.

Pursuant to SEC rules and the reporting requirements for this table, we have included in this column 202,240 shares underlying the outstanding performance share units at maximum performance, assuming our Company performed at the maximum level during the applicable performance periods.

Only 101,120 shares underly the performance awards at target level performance.

In calculating the weighted-average exercise price of outstanding options, warrants and rights, we have not included in this column shares of restricted stock that are issued and outstanding, performance share units or restricted stock units.

Pursuant to SEC Rules and the reporting requirements for this table, of these shares, 3,822 are available for issuance under our Legacy Partnership Plan;

696,893 are available for grant under our 2019 Stock Incentive Plan;

152,602 are available for grant under our 2019 Non-Employee Director Stock Plan;

and 15,530 are available for grant under our Deferred Compensation Plan for Non-Employee Directors.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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Financial Statements - The consolidated financial statements listed below are set forth in Item 8 of Part II of this report.

Consolidated Balance Sheets as of March 2, 2024 and February 25, 2023

Consolidated Results of Operations for the Years Ended March 2, 2024, February 25, 2023 and February 26, 2022

Consolidated Statements of Comprehensive Earnings for the Years Ended March 2, 2024, February 25, 2023 and February 26, 2022

Consolidated Statements of Cash Flows for the Years Ended March 2, 2024, February 25, 2023 and February 26, 2022

Consolidated Statements of Shareholders' Equity for the Years Ended March 2, 2024, February 25, 2023 and February 26, 2022

Consolidated Balance Sheets as of March 1, 2025 and March 2, 2024

Consolidated Results of Operations for the Years Ended March 1, 2025, March 2, 2024 and February 25, 2023

Consolidated Statements of Comprehensive Earnings for the Years Ended March 1, 2025, March 2, 2024 and February 25, 2023

Consolidated Statements of Cash Flows for the Years Ended March 1, 2025, March 2, 2024 and February 25, 2023

Consolidated Statements of Shareholders' Equity for the Years Ended March 1, 2025, March 2, 2024 and February 25, 2023

Notes to Consolidated Financial Statements

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The remainder of the exhibits have heretofore been filed with the Securities and Exchange Commission and are incorporated herein by reference.

2.1 Membership Interest Purchase Agreement, dated as of September 23, 2024, by and among UW Holdings, LLC, UW Interco, LLC and Apogee Enterprises, Inc.* Incorporated by reference to Exhibit 2 .

1 to the Registrant’s Current Report on Form 8-K filed on September 25, 2024.

3.1 Restated Articles of Incorporation.

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Incorporated by reference to Exhibit 4.5 to Apogee’s Registration Statement on Form S-8 filed on June 25, 2021.

Amended Form of Restricted Stock Agreement under the Apogee Enterprises, Inc.

2019 Stock Incentive Plan, as Amended and Restated (2021).

Incorporated by reference to Exhibit 10.2 to Registrant's Current Report on Form 8-K filed on May 7, 2024 .

Amended Form of Restricted Stock Unit Agreement under the Apogee Enterprises, Inc.

2019 Stock Incentive Plan, as Amended and Restated (2021).

Incorporated by reference to Exhibit 10.3 to Registrant's Current Report on Form 8-K filed on May 7, 2024 .

Executive Equity Deferral Program Under the Apogee Enterprises, Inc.

2019 Stock Incentive Plan dated May 1, 2024.

Incorporated by reference to Exhibit 10.7 to Registrant's Current Report on Form 8-K filed on May 7, 2024 .

Apogee Enterprises, Inc.

2019 Non-Employee Stock Plan, as Amended and Restated (2024).

Incorporated by reference to Exhibit 4.5 to Apogee's Registration Statement on Form S-8 filed on June 20, 2024.

10.28* Form of Restricted Stock Agreement under the Apogee Enterprises, Inc.

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Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 5, 2022.

Credit Agreement dated July 19, 2024 between Apogee Enterprises, Inc., certain material domestic subsidiaries of the Company as guarantors, Bank of America, N.A., as administrative agent, swingline lender and L/C issuer and the syndicate of lenders which are party thereto from time to time.

Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 25, 2024.

Apogee Enterprises, Inc.

Insider Trading Policy.

21# Subsidiaries of the Registrant.

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Incentive Compensation Recovery Policy.

Incorporated by reference to Exhibit 97.1 to the Registrant’s Current Report on Form 10-K filed on April 26, 2024.

101 The following materials from Apogee Enterprises, Inc.'s Annual Report on Form 10-K for the year ended March 1, 2025 are furnished herewith, formatted in iXBRL (Inline Extensible Business Reporting Language):

(i) the Consolidated Balance Sheets as of March 2, 2024 and February 25, 2023, (ii) the Consolidated Results of Operations for the three years ended March 2, 2024, February 25, 2023 and February 26, 2022, (iii) the Consolidated Statements of Comprehensive Earnings for the three years March 2, 2024, February 25, 2023 and February 26, 2022, (iv) the Consolidated Statements of Cash Flows for the three years ended March 2, 2024, February 25, 2023 and February 26, 2022, (v) the Consolidated Statements of Shareholders' Equity for the three years ended March 2, 2024, February 25, 2023 and February 26, 2022 and (vi) the Notes to Consolidated Financial Statements.

(i) the Consolidated Balance Sheets as of March 1, 2025 and March 2, 2024, (ii) the Consolidated Results of Operations for the three years ended March 1, 2025, March 2, 2024 and February 25, 2023, (iii) the Consolidated Statements of Comprehensive Earnings for the three years March 1, 2025, March 2, 2024 and February 25, 2023, (iv) the Consolidated Statements of Cash Flows for the three years ended March 1, 2025, March 2, 2024 and February 25, 2023, (v) the Consolidated Statements of Shareholders' Equity for the three years ended March 1, 2025, March 2, 2024 and February 25, 2023 and (vi) the Notes to Consolidated Financial Statements.

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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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 9A. Controls and Procedures