What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-07-02 compared with 2025-01-07 · 239 added, 220 removed, 341 unchanged (57% of the section changed)

1 unchanged sentence

CONSOLIDATED BALANCE SHEETS

(In thousands, except stock data) November 30, 2024 March 2, 2024

(In thousands, except stock data) May 31, 2025 March 1, 2025

Current assets

40 unchanged sentences

CONSOLIDATED RESULTS OF OPERATIONS

Three Months Ended Nine Months Ended

(In thousands, except per share data) November 30, 2024 November 25, 2023 November 30, 2024 November 25, 2023

Three Months Ended

(In thousands, except per share data) May 31, 2025 June 1, 2024

Net sales $ 346,622 $ 331,516

4 unchanged sentences

Interest expense, net 3,846 450

Other (income) expense, net ( 60 ) 890 ( 493 ) ( 3,722 )

Other expense (income), net 682 ( 143 )

Earnings before income taxes 2,403 41,074

Income tax expense 5,091 10,063

Net earnings $ 20,989 $ 26,974 $ 82,566 $ 83,877

Basic earnings per share $ 0.96 $ 1.24 $ 3.79 $ 3.83

Diluted earnings per share $ 0.96 $ 1.23 $ 3.76 $ 3.80

Net (loss) earnings $ ( 2,688 ) $ 31,011

Basic (loss) earnings per share $ ( 0.13 ) $ 1.42

Diluted (loss) earnings per share $ ( 0.13 ) $ 1.41

Weighted average basic shares outstanding 21,338 21,823

2 unchanged sentences

CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

Three Months Ended Nine Months Ended

(In thousands) November 30, 2024 November 25, 2023 November 30, 2024 November 25, 2023

Net earnings $ 20,989 $ 26,974 $ 82,566 $ 83,877

Other comprehensive (loss) earnings:

Unrealized (loss) gain on marketable securities, net of $( 13 ), $( 2 ), $ 16 and $ 23 of tax (benefit) expense, respectively

( 48 ) ( 7 ) 60 86

Three Months Ended

(In thousands) May 31, 2025 June 1, 2024

Net (loss) earnings $ ( 2,688 ) $ 31,011

Other comprehensive earnings:

Unrealized gain (loss) on marketable securities, net of $ 10 and $( 1 ) of tax expense (benefit), respectively

Unrealized (loss) gain on derivative instruments, net of $( 32 ) and $ 364 of tax (benefit) expense, respectively

( 69 ) 186 281 6

Foreign currency translation adjustments 2,667 ( 669 )

Other comprehensive (loss) earnings ( 1,736 ) ( 425 ) ( 2,439 ) 432

Total comprehensive earnings $ 19,253 $ 26,549 $ 80,127 $ 84,309

Other comprehensive earnings 2,608 521

Total comprehensive (loss) earnings $ ( 80 ) $ 31,532

See accompanying notes to consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

(In thousands) November 30, 2024 November 25, 2023

Three Months Ended

(In thousands) May 31, 2025 June 1, 2024

Operating Activities

Net earnings $ 82,566 $ 83,877

Net (loss) earnings $ ( 2,688 ) $ 31,011

Adjustments to reconcile net earnings to net cash provided by operating activities:

2 unchanged sentences

Deferred income taxes 2,496 3,466

Loss (gain) on disposal of property, plant and equipment 159 ( 50 )

Settlement of New Markets Tax Credit transaction — ( 4,687 )

Loss on disposal of property, plant and equipment 328 22

Impairment on intangible assets 7,418 —

Non-cash lease expense 3,738 2,895

10 unchanged sentences

Other current assets and liabilities ( 25,130 ) ( 6,480 )

Net cash provided by operating activities 95,130 129,252

Net cash (used in) provided by operating activities ( 19,782 ) 5,453

Investing Activities

3 unchanged sentences

Sales/maturities of marketable securities 175 600

Acquisition of business, net of cash acquired ( 233,125 ) —

Net cash used by investing activities ( 257,101 ) ( 26,308 )

Net cash used in investing activities ( 6,982 ) ( 7,329 )

Financing Activities

1 unchanged sentence

Repayment on revolving credit facilities ( 33,000 ) ( 15,000 )

Proceeds from term loans 250,000 —

Repayment of term loans ( 20,000 ) —

Payments of debt issuance costs ( 3,798 ) —

Repurchase of common stock — ( 15,061 )

1 unchanged sentence

Other, net ( 2,835 ) ( 4,865 )

Net cash provided (used) by financing activities 169,019 ( 100,441 )

Net cash provided by (used in) financing activities 17,645 ( 4,926 )

Effect of exchange rates on cash 502 ( 51 )

Increase in cash and cash equivalents 6,639 1,934

Cash and cash equivalents at beginning of period 37,216 21,473

Decrease in cash, cash equivalents and restricted cash ( 8,617 ) ( 6,853 )

Cash, cash equivalents and restricted cash at beginning of period 41,448 37,216

Cash and cash equivalents at end of period $ 32,831 $ 30,363

1 unchanged sentence

Capital expenditures in accounts payable $ 922 $ 472

Dividends declared but not yet paid $ — $ 5,409

See accompanying notes to consolidated financial statements.

3 unchanged sentences

Balance at March 1, 2025 21,418 $ 7,139 $ 156,075 $ 359,976 $ ( 35,292 ) $ 487,898

Net earnings — — — 31,011 — 31,011

Net loss — — — ( 2,688 ) — ( 2,688 )

Other comprehensive income, net of tax — — — — 2,608 2,608

1 unchanged sentence

Share-based compensation — — 2,300 — — 2,300

Share repurchases ( 242 ) ( 81 ) ( 1,860 ) ( 13,120 ) — ( 15,061 )

Other share retirements ( 67 ) ( 22 ) ( 526 ) ( 2,267 ) — ( 2,815 )

Declared dividends — — — ( 5,409 ) — ( 5,409 )

Balance at June 1, 2024 21,937 $ 7,312 $ 153,002 $ 348,651 $ ( 29,010 ) $ 479,955

Net earnings — — — 30,566 — 30,566

Other comprehensive loss, net of tax — — — — ( 1,224 ) ( 1,224 )

Issuance of stock, net of cancellations 16 5 ( 5 ) — — —

Share-based compensation — — 2,938 — — 2,938

Other share retirements ( 7 ) ( 2 ) ( 52 ) ( 347 ) — ( 401 )

Cash dividends — — — ( 5,520 ) — ( 5,520 )

Balance at August 31, 2024 21,946 $ 7,315 $ 155,883 $ 373,458 $ ( 30,234 ) $ 506,422

Net earnings — — — 20,989 — 20,989

Other comprehensive loss, net of tax — — — — ( 1,736 ) ( 1,736 )

Issuance of stock, net of cancellations 1 — — — — —

Share-based compensation — — 2,425 — — 2,425

Other share retirements ( 8 ) ( 2 ) ( 60 ) ( 552 ) — ( 614 )

Cash dividends — — — ( 5,417 ) — ( 5,417 )

Balance at November 30, 2024 21,939 $ 7,313 $ 158,248 $ 388,478 $ ( 31,970 ) $ 522,069

See accompanying notes to consolidated financial statements.

Balance at May 31, 2025 21,533 $ 7,178 $ 157,788 $ 349,501 $ ( 32,684 ) $ 481,783

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

1 unchanged sentence

Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive (Loss) Income Total Shareholders' Equity

Balance at February 25, 2023 22,224 $ 7,408 $ 146,816 $ 273,740 $ ( 31,556 ) $ 396,408

Net earnings — — — 23,576 — 23,576

Other comprehensive income, net of tax — — — — 159 159

Issuance of stock, net of cancellations 155 52 13 ( 9 ) — 56

Share-based compensation — — 2,178 — — 2,178

Share repurchases ( 120 ) ( 40 ) ( 829 ) ( 4,324 ) — ( 5,193 )

Other share retirements ( 40 ) ( 14 ) ( 281 ) ( 1,438 ) — ( 1,733 )

Cash dividends — — — ( 5,245 ) — ( 5,245 )

Balance at May 27, 2023 22,219 $ 7,406 $ 147,897 $ 286,300 $ ( 31,397 ) $ 410,206

Balance at March 2, 2024 22,089 $ 7,363 $ 152,818 $ 340,375 $ ( 29,531 ) $ 471,025

Net earnings — — — 31,011 — 31,011

2 unchanged sentences

Share-based compensation — — 2,704 — — 2,704

Exercise of stock options 25 8 ( 1,192 ) — — ( 1,184 )

Share repurchases ( 242 ) ( 81 ) ( 1,860 ) ( 13,120 ) — ( 15,061 )

Other share retirements ( 80 ) ( 27 ) ( 603 ) ( 4,206 ) — ( 4,836 )

Cash dividends — — — ( 5,222 ) — ( 5,222 )

Balance at August 26, 2023 22,072 $ 7,357 $ 147,413 $ 308,248 $ ( 30,700 ) $ 432,318

Net earnings — — — 26,974 — 26,974

Other comprehensive loss, net of tax — — — — ( 424 ) ( 424 )

Issuance of stock, net of cancellations 15 6 ( 5 ) — — 1

Share-based compensation — — 2,161 — — 2,161

Other share retirements ( 2 ) ( 1 ) ( 12 ) ( 64 ) — ( 77 )

Cash dividends — — — ( 5,222 ) — ( 5,222 )

Balance at November 25, 2023 22,085 $ 7,362 $ 149,557 $ 329,936 $ ( 31,124 ) $ 455,731

Declared dividends — — — ( 5,409 ) — ( 5,409 )

Balance at June 1, 2024 21,937 $ 7,312 $ 153,002 $ 348,651 $ ( 29,010 ) $ 479,955

See accompanying notes to consolidated financial statements.

7 unchanged sentences

All adjustments necessary for a fair presentation of quarterly and year to date operating results are reflected herein and are of a normal, recurring nature.

The results of operations for the three- and nine-month periods ended November 30, 2024 are not necessarily indicative of the results to be expected for the full year.

New accounting standards

In November 2023, the Financial Accounting Standards Board (FASB) issued ASU 2023-07, Improvements to Reportable Segment Disclosures, which expands the required disclosure for reportable segments.

The results of operations for the three month period ended May 31, 2025 are not necessarily indicative of the results to be expected for the full year.

Adoption of new accounting standards

On November 27, 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2023-07, Improvements to Reportable Segment Disclosures, which expands the required disclosure for reportable segments.

This guidance requires entities to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all segment disclosures which are currently required annually.

This ASU additionally requires entities to disclose the title and position of the individual or the name of the group or committee identified as its chief operating decision-maker.

Such guidance, which is required to be applied retrospectively, is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, although early adoption is permitted.

While the adoption of this ASU will not have an impact on our financial position and/or results of operations, we are currently evaluating the impact to our segment disclosures for the year ended March 1, 2025 and future interim periods.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, intended to enhance the transparency and decision-usefulness of income tax disclosures.

Such guidance requires entities to provide additional information within their income tax rate reconciliation, including further disclosure of federal, state, and foreign income taxes and to provide more details about these reconciling items if a quantitative threshold is met.

This guidance additionally requires expanded disclosure of income taxes paid, including amounts paid for federal, state, and foreign taxes.

This ASU, which is required to be applied prospectively, is effective for fiscal years beginning after December 15, 2024, although early adoption and retrospective application is permitted.

While the adoption of this ASU will not have an impact on our financial position and/or results of operations, we are currently evaluating the impact on our income tax disclosures, including the processes and controls around the collection of this information.

We adopted this guidance in the fourth quarter of fiscal 2025 for the annual requirements and in the first quarter of fiscal 2026 for the interim requirements.

On December 14, 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures.

The ASU is effective for our fiscal 2026 annual financial statements and for our interim financial statements beginning fiscal 2027.

This guidance expands the existing disclosure requirements for the annual rate reconciliation between the effective tax rate and the statutory federal tax rate by requiring reconciliation items to be disaggregated by defined categories and disclosed as both percentages and amounts.

ASU 2023-09 also requires the disaggregation of income taxes paid by jurisdiction for each annual period presented.

Accounting standards not yet adopted

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses.

5 unchanged sentences

The following table disaggregates total revenue by timing of recognition (see Note 12 for disclosure of revenue by segment):

Three Months Ended Nine Months Ended

(In thousands) November 30, 2024 November 25, 2023 November 30, 2024 November 25, 2023

Three Months Ended

(In thousands) May 31, 2025 June 1, 2024

Recognized at shipment $ 158,155 $ 136,722

2 unchanged sentences

Total $ 346,622 $ 331,516

Revenue is recognized at the time products are shipped from our manufacturing facilities, which is when control is transferred to our customer.

Revenue is also recognized over time using an input method and an output method.

The contracts for the businesses that recognize revenue following an over-time input method have a single, bundled performance obligation, as these businesses generally provide interrelated products and services and integrate these products and services into a combined output specified by the customer.

The customer obtains control of this combined output, generally integrated window systems or

installed window and curtainwall systems, over time.

We measure progress on these contracts following an input method, by comparing total costs incurred to-date to the total estimated costs for the contract, and record that proport ion of the total contract price as revenue in the period.

Contract costs include materials, labor and other direct costs related to contract performance.

We believe this method of recognizing revenue is consistent with our progress in satisfying our contract obligations.

Revenue is also recognized following an over-time output method based upon units produced.

The customer is considered to have control over the products at the time of production, as the products are highly customized with no alternative use, and we have an enforceable right to payment for performance completed over the production p eriod.

We believe this over-time output method of recognizing revenue reasonably depicts the fulfillment of our performance obligations under our contracts.

Receivables reflected in the financial statements represent the net amount expected to be collected.

4 unchanged sentences

An account is written off when it is determined that the asset is no longer collectible.

(In thousands) November 30, 2024 March 2, 2024

(In thousands) May 31, 2025 March 1, 2025

Trade accounts $ 126,884 $ 117,533

3 unchanged sentences

Receivables, net $ 189,956 $ 185,590

The following table summarizes the activity in the allowance for credit losses for the nine-month period ended:

(In thousands) November 30, 2024

The following table summarizes the activity in the allowance for credit losses for the three-month period ended:

(In thousands) May 31, 2025

Beginning balance $ 2,667

Credits charged to costs and expenses ( 1,412 )

Charges against costs and expenses 89

Deductions from allowance, net of recoveries ( 2 )

Allowance for credit losses from acquisitions 607

Other adjustments 30

6 unchanged sentences

In certain parts of our business that recognize revenue over time, progress billings follow an agreed-upon schedule of values.

(In thousands) May 31, 2025 March 1, 2025

Contract assets $ 69,457 $ 71,842

Contract liabilities 43,342 35,193

The changes in contract assets and contract liabilities were mainly due to timing of project activity within our businesses that operate under long-term contracts.

Other contract-related disclosures Three Months Ended Nine Months Ended

(In thousands) November 30, 2024 November 25, 2023 November 30, 2024 November 25, 2023

Other contract-related disclosures Three Months Ended

(In thousands) May 31, 2025 June 1, 2024

Revenue recognized related to contract liabilities from prior year-end $ 6,830 $ 26,530

2 unchanged sentences

Generally, these contracts are found in our businesses that typically operate with long-term contracts, which recognize revenue over time.

The transaction prices associated with unsatisfied performance obligations at November 30, 2024 are expected to be satisfied, and the corresponding revenue to be recognized, over the following estimated time periods:

(In thousands) November 30, 2024

The transaction prices associated with unsatisfied performance obligations at May 31, 2025 are expected to be satisfied, and the corresponding revenue to be recognized, over the following estimated time periods:

(In thousands) May 31, 2025

Within one year

2 unchanged sentences

Total $ 835,506

(In thousands) November 30, 2024 March 2, 2024

Long-term contracts are often modified to account for changes in contract specifications and requirements of work to be performed.

We consider contract modifications to exist when the modification, generally through a change order, either creates new or changes existing enforceable rights and obligations, and we evaluate these types of modifications to determine whether they may be considered distinct performance obligations.

In most cases, these contract modifications are for goods or services that are not distinct from the existing contract, due to the significant integration service provided in the context of the contract.

Therefore, these modifications are accounted for as part of the existing contract.

The effect of a contract modification on the transaction price and our measure of progress is recognized as an adjustment to revenue, generally on a cumulative catch-up basis.

The net cumulative catch-up adjustments on our longer-term contracts for changes in estimates had the following effect on the respective periods shown:

(in thousands, except earnings per share data) Three Months Ended

May 31, 2025 June 1, 2024

Operating income

Earnings per share:

(In thousands) May 31, 2025 March 1, 2025

Raw materials $ 43,323 $ 36,804

7 unchanged sentences

(In thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated

November 30, 2024 $ 11,444 $ 43 $ 389 $ 11,098

May 31, 2025 $ 9,963 $ 42 $ 186 $ 9,819

March 1, 2025 10,148 33 222 9,959

1 unchanged sentence

The reinsurance carrier requires Prism to maintain fixed-maturity investments for the purpose of providing collateral for Prism’s obligations under the reinsurance agreements.

The amortized cost and estimated fair values of these investments at November 30, 2024, by contractual maturity, are shown below.

The amortized cost and estimated fair values of these investments at May 31, 2025, by contractual maturity, are shown below.

Expected maturities may differ from contractual maturities, as borrowers may have the right to call or prepay obligations with or without penalty.

Investments that are due within one year are included in other current assets while those due after one year are included as other non-current assets.

Gross realized gains and losses were insignificant for all periods presented.

(In thousands) Amortized Cost Estimated Fair Value

3 unchanged sentences

Derivative instruments

We periodically use interest rate swaps, currency put options, and forward purchase contracts to manage risks generally associated with foreign exchange rate, interest rate and commodity price fluctuations.

We periodically use interest rate swaps, currency put options, forward purchase contracts, or other instruments to manage risks generally associated with foreign exchange rate (primarily related to the Canadian dollar and euro), interest rate and commodity price fluctuations.

The information that follows explains the various types of derivatives and financial instruments we use, how such instruments are accounted for, and how such instruments impact our financial position and performance.

In fiscal 2020, we entered into an interest rate swap to hedge exposure to variability in cash flows from interest payments on floating-rate borrowings under our credit facility.

As of November 30, 2024, the interest rate swap contract had a notional value of $ 30.0 million and has a maturity date of February 5, 2026.

We periodically enter into forward purchase contracts and/or fixed/floating swaps to manage the risk associated with fluctuations in aluminum prices and fluctuations in foreign exchange rates.

These contracts generally have an original maturity date of less than one year.

As of November 30, 2024, we held aluminum purchase contracts and foreign exchange option contracts with U.S.

dollar notional values of $ 0.2 million and $ 0.8 million, respectively.

The mark to market adjustments on these derivative instruments are recorded within our consolidated balance sheets within other current assets and other current liabilities.

Gains or losses associated with these instruments are recorded as a component of accumulated other comprehensive loss until which time the hedged transaction is settled and gains or losses are reclassified to net earnings.

In fiscal 2025, we entered into an interest rate swap with a notional value of $ 75.0 million with an expiration date of January 5, 2027, to hedge a portion of our exposure to variability in cash flows from interest payments on our floating-rate revolving credit facility.

In fiscal 2020, we entered into an interest rate swap with a notional value of $ 30.0 million with an expiration date of February 5, 2026, to hedge a portion of our exposure to variability in cash flows from interest payments on our floating-rate revolving credit facility.

As of May 31, 2025, we held foreign exchange option contracts with U.S.

dollar notional values of $ 0.8 million.

Derivative instruments that qualify for hedge accounting are recorded within our consolidated balance sheets within other current assets and other current liabilities.

Fair value measurements

4 unchanged sentences

We do not have any Level 3 financial assets or liabilities.

Financial assets and liabilities measured at fair value on a recurring basis were:

(In thousands) Quoted Prices in

1 unchanged sentence

(Level 1) Other Observable Inputs (Level 2) Total Fair Value

November 30, 2024

Money market funds $ 23,499 $ — $ 23,499

Municipal and corporate bonds — 11,098 11,098

Municipal bonds — 9,819 9,819

Foreign currency option contract — — —

Interest rate swap contract — 713 713

Aluminum hedging contract 6 6

Interest rate swap contracts — 437 437

Interest rate swap contracts — 531 531

March 1, 2025

Money market funds $ 20,758 $ — $ 20,758

Municipal and corporate bonds — 10,905 10,905

Municipal bonds — 9,959 9,959

Foreign currency option contract — 29 29

Interest rate swap contract — 1,292 1,292

Aluminum hedging contract — 529 529

Interest rate swap contracts — 539 539

Interest rate swap contracts — 540 540

On July 19, 2024, we entered into a Credit Agreement (the Credit Agreement) with Bank of America, N.A., as administrative agent, and other lenders.

1 unchanged sentence

Borrowings under the revolving credit facility can be in Canadian dollars (CAD) limited to $ 25.0 million USD.

The term loan facility may be utilized in up to two drawdowns, which are available to be made within one year after the closing date.

The term loan facility may be utilized in up to two draw downs, which are available to be made within one year after the closing date.

The senior credit facility has a term of five years with a maturity date of July 19, 2029.

The Credit Agreement replaces the previous revolving credit facility with Wells Fargo Bank, N.A., as administrative agent, and other lenders, with maximum borrowings up to $ 385.0 million, and the two Canadian credit facilities with Bank of Montreal totaling $ 25.0 million USD.

Outstanding borrowings under the previous revolving credit facility were $ 50.0 million as of March 2, 2024.

We had no outstanding borrowings under the Canadian facilities as of March 2, 2024.

The Credit Agreement replaced the previous revolving credit facility with Wells Fargo Bank, N.A., as administrative agent, and other lenders, with maximum borrowings up to $ 385.0 million, and the two Canadian credit facilities with Bank of Montreal totaling $ 25.0 million USD.

As a result of the execution of the Credit Agreement, in the second quarter of fiscal 2025, we recognized a loss on extinguishment of debt within interest expense of $ 0.5 million for the write-off of unamortized financing fees related to the previous revolving credit facility.

Additionally, we capitalized $ 3.0 million of lender fees and $ 0.8 million of third-party fees incurred in connection with the Credit Agreement, which were recorded as other non-current assets and will be amortized over the term of the credit facility as interest expense.

Additionally, we capitalized $ 3.0 million of lender fees and $ 0.8 million of third-party fees incurred in connection with the Credit Agreement, which were recorded as other non-current assets and are being amortized over the term of the credit facility as interest expense.

The Credit Agreement contains two maintenance financial covenants that require our Consolidated Leverage Ratio (as defined in the Credit Agreement) to be less than 3.50 and our Consolidated Interest Coverage Ratio (as defined in the Credit Agreement) to exceed 3.00 .

At November 30, 2024, we were in compliance with all covenants as defined under the terms of the Credit Agreement.

At May 31, 2025, we were in compliance with all covenants as defined under the terms of the Credit Agreement.

The Credit Agreement also contains an acquisition “holiday.” In the event we make an acquisition for which the purchase price is greater than $ 75 million, we can elect to increase the maximum Consolidated Leverage Ratio (as defined in the Credit Agreement) to 4.00 for a period of four consecutive fiscal quarters, commencing with the fiscal quarter in which a qualifying acquisition occurs.

7 unchanged sentences

On November 4, 2024, as part of the acquisition of UW Interco, LLC (UW Solutions), and for working capital and general corporate purposes, we executed a drawdown against the delayed draw term loan facility for $ 250.0 million.

Outstanding borrowings under the term loan facility were $ 230.0 million as of November 30, 2024.

Outstanding borrowings under the revolving credit facility were $ 30.0 million as of November 30, 2024.

At November 30, 2024, we had a total of $ 27.3 million of ongoing letters of credit related to the senior credit facility and industrial revenue bonds, construction contracts and insurance collateral that expire in fiscal years 2026 through 2032 and reduce borrowing capacity under the revolving credit facility.

As of November 30, 2024, the amount available for revolving borrowings was $ 405.0 million.

At November 30, 2024, debt included $ 12.0 million of industrial revenue bonds that mature in fiscal years 2036 through 2043.

The fair value of our senior credit facility and industrial revenue bonds approximated carrying values at November 30, 2024, and would be classified as Level 2 within the fair value hierarchy described in Note 4, due to the variable interest rates on these instruments.

Three Months Ended Nine Months Ended

(In thousands) November 30, 2024 November 25, 2023 November 30, 2024 November 25, 2023

Outstanding borrowings under the term loan facility were $ 215.0 million as of May 31, 2025.

Outstanding borrowings under the revolving credit facility were $ 96.0 million as of May 31, 2025.

At May 31, 2025, we had a total of $ 2.6 million of ongoing letters of credit related to the senior credit facility, construction contracts and insurance collateral that expire in fiscal year 2026 and reduce borrowing capacity under the revolving credit facility.

As of May 31, 2025, the amount available for revolving borrowings was $ 351.4 million.

The fair value of our senior credit facility approximated carrying value at May 31, 2025, and would be classified as Level 2 within the fair value hierarchy described in Note 4, due to the variable interest rates on these instruments.

(In thousands) May 31, 2025 June 1, 2024

Interest on debt $ 4,483 $ 1,174

4 unchanged sentences

$ 3,846 $ 450

Interest payments under the credit facilities were $ 3.5 million and $ 7.5 million for the nine months ended November 30, 2024 and November 25, 2023, respectively.

The weighted average interest rates on borrowings outstanding, inclusive of the impact of our interest rate swap as of November 30, 2024 and March 2, 2024 were 5.6 % and 4.9 %, respectively.

Interest payments under the credit facilities were $ 4.4 million and $ 1.1 million for the three months ended May 31, 2025 and June 1, 2024, respectively.

The weighted average interest rates on borrowings outstanding, inclusive of the impact of our interest rate swap as of May 31, 2025 and March 1, 2025 were 4.46 % and 4.32 %, respectively.

Commitments and Contingent Liabilities

Bond commitments

In the ordinary course of business, predominantly in our Architectural Services and Architectural Framing Systems Segments, we are required to provide surety or performance bonds that commit payments to our customers for any non-performance.

At November 30, 2024, $ 1.2 billion of these types of bonds were outstanding, of which $ 307.2 million is in our backlog.

These bonds have expiration dates that align with completion of the sales order or contract.

In the ordinary course of business, predominantly in our Architectural Services Segment, we are required to provide surety or performance bonds that commit payments to our customers for non-performance against our contracts.

At May 31, 2025, $ 1.2 billion of these types of bonds were outstanding, of which $ 339.2 million is in our backlog.

These bonds have expiration dates that align with the completion of these contracts.

We have never been required to make payments under surety or performance bonds with respect to our existing businesses.

3 unchanged sentences

Factors that could have an impact on these accruals in any given period include changes in manufacturing quality, changes in product mix, and any significant changes in sales volume.

Nine Months Ended

(In thousands) November 30, 2024

Three Months Ended

(In thousands) May 31, 2025

Balance at beginning of period $ 18,461

Additions charged to costs and expenses 6,795

Deductions from reserve, net of recoveries ( 8,438 )

Additional accruals 1,539

Claims paid ( 1,792 )

Balance at end of period $ 18,208

Additionally, we are subject to project management and installation-related contingencies as a result of our fixed-price material supply and installation service contracts, primarily in our Architectural Services Segment and in certain parts of our Architectural Framing Systems Segment.

Architectural Metals Segment.

We manage the risk of these exposures through contract negotiations, proactive project management and insurance coverages.

Letters of credit

At November 30, 2024, we had $ 27.3 million of ongoing letters of credit as discussed in Note 5.

At May 31, 2025, we had $ 2.6 million of ongoing letters of credit as discussed in Note 5.

Purchase obligations

Purchase obligations for raw material commitments and capital expenditures totaled $ 20.0 million as of November 30, 2024.

Purchase obligations for raw material commitments and capital expenditures totaled $ 16.0 million as of May 31, 2025.

New Markets Tax Credit (NMTC) transactions

17 unchanged sentences

We have in the past and are currently subject to product liability and warranty claims, including certain legal claims related to a commercial sealant product formerly incorporated into our products.

In December 2022, the claimant in an arbitration of one such claim was awarded $ 20 million.

The Company has appealed the award and believes, after taking into account all currently available information, including the advice of counsel and the likelihood of available insurance coverage, that this award will not have a material adverse effect on the Company's business, financial condition, results of operations or cash flows.

In December 2022, the claimant in an arbitration of one such claim was awarded $ 20 million by an arbitration panel.

The claimant then sought to confirm this award in Los Angeles Superior Court in March 2023.

In response, the Company moved to vacate the award.

Later in March 2023, the Superior Court confirmed the award, which the Company appealed in June 2023.

The appeal was argued before the California Court of Appeals, Second Appellate District, Division Seven, on March 7, 2025.

The California Court of Appeals confirmed the judgment of the Superior Court on March 25, 2025 and the Company paid the final arbitration award, including accrued post-judgment interest, in the amount of $ 24.7 million, on April 7, 2025.

As a result of the judgment, in the fourth quarter of fiscal 2025, we recorded expense of $ 9.4 million, which represented the impact of the award amount net of existing reserves and insurance proceeds of $ 11.0 million.

The Company is also subject to litigation arising out of areas such as employment practices, workers compensation and general liability matters.

1 unchanged sentence

Supplier Finance Program Obligations

In the first quarter of fiscal 2024, we implemented a supplier financing arrangement that enables select suppliers, at their sole discretion, to sell our receivables (i.e., our payment obligations to the suppliers) on a non-recourse basis in order to be paid earlier than our payment terms provide.

We have a supplier financing arrangement that enables select suppliers, at their sole discretion, to sell our receivables (i.e., our payment obligations to the suppliers) on a non-recourse basis in order to be paid earlier than our payment terms provide.

These suppliers’ voluntary inclusion of invoices in the supplier financing arrangement has no bearing on our payment terms, the amounts we pay, or our liquidity.

1 unchanged sentence

The balances owed are reflected in accounts payable in the consolidated balance sheets and are reflected in net cash provided by operating activities in our consolidated statements of cash flows when settled.

The following table summarizes the obligation activity for the nine months ended November 30, 2024 and outstanding balance as of November 30, 2024 that we have confirmed as valid to the administrators of our program:

(In thousands) November 30, 2024

The following table summarizes the obligation activity and outstanding balance as of May 31, 2025 that we have confirmed as valid to the administrators of our program:

(In thousands) May 31, 2025

Balance at beginning of period $ 6,846

3 unchanged sentences

Shareholders' Equity

We paid dividends totaling $ 16.2 million ($ 0.75 per share) in the first nine months of fiscal 2025, compared to dividends paid of $ 15.7 million ($ 0.72 per share) in the comparable prior year period.

We paid dividends totaling $ 5.5 million ($ 0.26 per share) in the first three months of fiscal 2026, compared to declared dividends of $ 5.4 million ($ 0.25 per share) in the comparable prior year period.

During fiscal 2004, the Board of Directors authorized a share repurchase program allowing us to repurchase shares of our outstanding common stock, with subsequent increases in authorization.

During the nine-months ended November 30, 2024, we repurchased 241,573 shares under the program, for a total cost of $ 15.1 million, inclusive of the applicable excise tax.

During the nine-months ended November 25, 2023, we repurchased 279,916 shares under the program, for a total cost of $ 11.8 million.

During the three-months ended May 31, 2025, we did not repurchase shares under the program.

During the three-months ended June 1, 2024, we repurchased 241,573 shares under the program, for a total cost of $ 15.1 million.

We have repurchased a total of 12,063,207 shares, at a total cost of $ 438.5 million, since the inception of this program in fiscal 2004.

5 unchanged sentences

As part of our compensation structure, we grant stock-based compensation awards to certain employees and non-employee directors during the fiscal year.

These awards may be in the form of incentive stock options (to employees only), restricted stock awards and restricted stock units, and performance share unit awards, all of which are granted at a price or with an exercise price equal to the fair market value of the Company’s stock at the date of award, unless the date of the award is on a day the Nasdaq Stock Market is not open for trading, then the exercise price shall equal the fair market value on the most recent preceding date when such market is open.

The table below sets forth the number of stock-based compensation awards granted during the nine-months ended November 30, 2024, along with the weighted average grant date fair value:

In that case, the exercise price shall equal the fair market value on the most recent preceding date when such market is open.

The table below sets forth the number of stock-based compensation awards granted during the three-months ended May 31, 2025, along with the weighted average grant date fair value:

Awards Number of Awards Weighted Average Grant Date Fair Value

5 unchanged sentences

(2) Represent performance condition awards with the grant equal to the target number of performance shares based on the share price at grant date.

These grants allow for the right to receive a variable number of shares, between 0 % and 200 % of target, dependent on being employed at the end of the performance period and achieving defined performance goals for average return on invested capital and cumulative earnings per share.

Total share-based compensation expense included in the results of operations was $ 2.4 million and $ 2.2 million for the three-month periods ended November 30, 2024 and November 25, 2023, respectively and $ 8.1 million and $ 6.6 million for the nine-month periods ended November 30, 2024 and November 25, 2023, respectively.

At November 30, 2024, there was $ 14.2 million of total unrecognized compensation cost related to nonvested share and nonvested share unit awards, which is expected to be recognized over a weighted average period of approximately 24 months.

The total fair value of shares vested during the nine-months ended November 30, 2024 was $ 9.5 million.

These grants allow for the right to receive a variable number of shares, between 0 % and 200 % of target, dependent on being employed at the end of the performance period and achieving defined performance goals for average adjusted return on invested capital and cumulative adjusted earnings per share.

Total share-based compensation expense included in the results of operations was $ 2.3 million for the three-month period ended May 31, 2025 and $ 2.7 million for the three-month period ended June 1, 2024, respectively.

At May 31, 2025, there was $ 17.2 million of total unrecognized compensation cost related to nonvested share and nonvested share unit awards, which is expected to be recognized over a weighted average period of approximately 26 months.

The total fair value of shares vested during the three-months ended May 31, 2025 was $ 7.4 million.

We file income tax returns in the U.S.

7 unchanged sentences

For interim periods, our income tax expense and resulting effective tax rate are based upon an estimated annual effective tax rate adjusted for the effects of items required to be treated as discrete to the period, including changes in tax laws, changes in estimated exposures for uncertain tax positions and other items.

For the three-months ended November 30, 2024, income tax expense as a percentage of earnings before income tax was 24.1 %, compared to 23.6 % for the same period last year.

For the nine-months ended November 30, 2024, income tax expense as a percentage of earnings before income tax was 24.8 %, compared to 23.7 % for the same period last year.

The change in the effective tax rate for both the three- and nine-month periods was primarily due to an increase in tax expense for discrete items.

The total liability for unrecognized tax benefits was $ 5.7 million at November 30, 2024 compared to $ 5.1 million at March 2, 2024, respectively.

Income tax expense as a percentage of earnings before income tax was 211.9 %, compared to 24.5 % for the same period last year.

The increase in the effective tax rate was primarily driven by lower net earnings before income tax.

The total liability for unrecognized tax benefits was $ 6.1 million at May 31, 2025 compared to $ 6.0 million at March 1, 2025.

Penalties and interest related to unrecognized tax benefits are recorded in income tax expense.

1 unchanged sentence

The following table presents a reconciliation of the share amounts used in the computation of basic and diluted earnings per share (diluted EPS):

Three Months Ended Nine Months Ended

(In thousands) November 30, 2024 November 25, 2023 November 30, 2024 November 25, 2023

Basic earnings per share – weighted average common shares outstanding

Three Months Ended

(In thousands) May 31, 2025 June 1, 2024

Net (loss) earnings

$ ( 2,688 ) $ 31,011

Basic earnings per share – weighted average common shares outstanding 21,338 21,823

Weighted average effect of nonvested share grants and assumed exercise of stock options

135 194 148 204

Diluted earnings per share – weighted average common shares and potential common shares outstanding (1)

1 unchanged sentence

Stock awards excluded from the calculation of earnings per share because the effect was anti-dilutive (award price greater than average market price of the shares)

Basic (loss) earnings per share

$ ( 0.13 ) $ 1.42

Diluted (loss) earnings per share

$ ( 0.13 ) $ 1.41

(1) In the first quarter of fiscal 2026, there were 224 shares excluded from the calculation of diluted loss per share, due to their anti-dilutive effect.

Business Segment Data

We have four reporting segments:

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

• 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 building glass and curtainwall systems.

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

We have four operating segments which are also reportable segments.

Each of our four segments have distinct economic characteristics, including products and services provided, production processes and varying ranges in performance and results:

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

• 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 primarily in non-residential construction.

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

• 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.

The Company’s CEO is the chief operating decision maker (CODM) .

The CODM utilizes net sales and adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) to assess segment performance and make decisions about the allocation of operating and capital resources by analyzing recent results, trends, and variances of each segment in relation to forecasts and historical performance.

Net sales, adjusted cost of sales, adjusted SG&A, other income (expense), depreciation and amortization and the resulting adjusted EBITDA for each of the Company’s four reportable segments are presented below.

Segment net sales is defined as net sales for a certain segment and includes revenue related to intersegment transactions.

We report net sales intersegment eliminations separately to exclude these sales from our consolidated total.

Segment operating income is equal to net sales, less cost of goods sold, SG&A expenses, and any asset impairment charges associated with the segment.

Segment operating income includes operating income related to intersegment sales transactions and excludes certain corporate costs that are not allocated at a segment level.

Segment adjusted EBITDA includes intersegment sales transactions and excludes certain corporate costs that are not allocated at a segment level.

We report these unallocated corporate costs in Corporate and Other.

Operating income does not include other income or expense, interest expense or income tax expense.

Three Months Ended Nine Months Ended

(In thousands) November 30, 2024 November 25, 2023 November 30, 2024 November 25, 2023

Segment net sales

Architectural Framing Systems $ 138,039 $ 139,585 $ 412,561 $ 462,548

Architectural Glass 70,236 90,964 247,040 282,262

Architectural Services 104,921 94,662 301,966 272,144

Large-Scale Optical 33,196 26,009 74,232 72,110

Intersegment eliminations ( 5,048 ) ( 11,506 ) ( 20,499 ) ( 33,962 )

Net sales $ 341,344 $ 339,714 $ 1,015,300 $ 1,055,102

Segment operating income (loss)

Architectural Framing Systems $ 12,710 $ 16,981 $ 48,187 $ 57,986

Architectural Glass 10,118 15,164 48,277 49,119

Architectural Services 9,730 5,288 21,483 8,211

Large-Scale Optical 4,842 7,100 13,481 17,288

Corporate and Other ( 8,771 ) ( 6,886 ) ( 19,453 ) ( 20,637 )

Operating income $ 28,629 $ 37,647 $ 111,975 $ 111,967

Due to the varying combinations and integration of individual window, storefront and curtainwall systems, it is impractical to report product revenues generated by class of product, beyond the segment revenues currently reported.

Three Months Ended May 31, 2025

(In thousands)

Architectural Metals Architectural Services Architectural Glass Performance Surfaces Total

$ 128,596 $ 106,505 $ 69,271 $ 42,250 $ 346,622

Intersegment net sales

28 — 4,002 — 4,030

Total segment net sales

128,624 106,505 73,273 42,250 350,652

Adjusted cost of sales (1)

( 97,603 ) ( 90,664 ) ( 51,759 ) ( 28,217 ) ( 268,243 )

Adjusted SG&A (2)

( 25,468 ) ( 10,847 ) ( 11,309 ) ( 9,624 ) ( 57,248 )

Other expense, net

— — ( 58 ) — ( 58 )

Depreciation and amortization

3,813 1,073 3,270 3,550 11,706

Adjusted EBITDA

$ 9,366 $ 6,067 $ 13,417 $ 7,959 $ 36,809

Three Months Ended June 1, 2024

(In thousands) Architectural Metals Architectural Services Architectural Glass Performance Surfaces Total

$ 133,109 $ 99,027 $ 78,176 $ 21,204 $ 331,516

Intersegment net sales

63 — 8,527 — 8,590

Total segment net sales

133,172 99,027 86,703 21,204 340,106

Adjusted cost of sales (1)

( 88,552 ) ( 81,852 ) ( 58,288 ) ( 12,485 ) ( 241,177 )

Adjusted SG&A (2)

( 25,287 ) ( 11,552 ) ( 11,324 ) ( 3,873 ) ( 52,036 )

Other income (expense), net

— — 130 — 130

Depreciation and amortization

4,507 950 3,010 796 9,263

Adjusted EBITDA

$ 23,840 $ 6,573 $ 20,231 $ 5,642 $ 56,286

Adjusted cost of sales excludes $ 7.0 million of adjustments related to acquisition and restructuring expense and $ 0.6 million of adjustments related to restructuring expense as described in more detail within the reconciliation presented below, for the three months ended May 31, 2025 and June 1, 2024, respectively.

(2) Adjusted SG&A expenses excludes $ 6.0 million of adjustments related to acquisition and restructuring expense and $ 0.4 million of adjustments related to restructuring expense as described in more detail within the reconciliation presented below, for the three months ended May 31, 2025 and June 1, 2024, respectively.

The following table presents the reconciliation of adjusted EBITDA to net (loss) earnings, the nearest measurement under U.S.

Three Months Ended

(In thousands) May 31, 2025 June 1, 2024

Segment Adjusted EBITDA $ 36,809 $ 56,286

Corporate and Other Expenses ( 5,129 ) ( 3,481 )

Segment acquisition-related costs (1)

Segment restructuring costs (2)

( 12,718 ) ( 998 )

Depreciation and amortization ( 12,436 ) ( 10,283 )

Interest expense, net ( 3,846 ) ( 450 )

Income tax expense ( 5,091 ) ( 10,063 )

Net (loss) earnings $ ( 2,688 ) $ 31,011

Acquisition-related costs include costs related to one-time expenses incurred to integrate the UW Solutions acquisition.

(2) Segment restructuring charges related to Project Fortify.

On November 4, 2024, we completed the acquisition of UW Solutions for $ 240.9 million in cash.

2 unchanged sentences

The UW Solutions business activity is included in our Large-Scale Optical Segment.

The total purchase consideration was $ 233.1 million in cash, net of a preliminary net working capital adjustment of $ 1.8 million and cash acquired of $ 8.7 million.

The total purchase consideration was $ 232.2 million in cash, net of a favorable net working capital adjustment of $ 0.9 million and cash acquired of $ 8.7 million.

The acquisition was funded with cash on hand and borrowings under our existing credit agreement.

During the third quarter of fiscal 2025, we incurred pre-tax acquisition-related expenses of $ 5.9 million associated with the UW Solutions acquisition.

We incurred $ 0.4 million for inventory step-up expense which was included in costs of sales as well as $ 3.7 million of transaction costs, $ 0.9 million of integration costs, and $ 0.8 million of amortization of acquired backlog, which was included in SG&A within our consolidated results of operations.

During fiscal 2025, we incurred total pre-tax acquisition-related expenses of $ 10.3 million associated with the acquisition.

During the first quarter of fiscal 2026, we incurred $ 0.1 million and $ 0.2 million in integration costs associated with the acquisition, which are included in cost of sales and SG&A within our consolidated results of operations, respectively.

We accounted for the acquisition as a purchase of a business and recorded the excess of the purchase price over the estimated fair value of the assets acquired and liabilities assumed as goodwill of $ 107.8 million.

The goodwill recognized is attributable primarily to expected synergies by integrating UW Solutions into our Large-Scale Optical Segment and by creating a scalable growth platform in the specialty coatings and materials market.

The goodwill recognized is attributable primarily to expected synergies by integrating UW Solutions into our Performance Surfaces Segment and by creating a scalable growth platform in the specialty coatings and materials market.

The goodwill is expected to be amortized and deductible for income tax purposes.

We have provisionally determined the appropriate fair values of the acquired intangible assets and completed our analysis of the economic lives of the assets acquired.

We assigned $ 21.0 million to tradenames and are amortizing over a 15-year expected life.

We assigned $ 3.2 million to contract backlog and are amortizing over a 4-month expected life.

We assigned $ 47.4 million to customer relationships and are amortizing a portion over a 10-year expected life and the remainder over a 15-year expected life, based on historical customer attrition rates.

We assigned $ 7.8 million to developed technology and are amortizing over a 7.5-year expected life.

The following table presents the preliminary estimated fair values of assets acquired and liabilities assumed at the acquisition date:

The following table presents the estimated fair values of assets acquired and liabilities assumed at the acquisition date:

(In thousands)

5 unchanged sentences

Operating lease right-of-use assets 14,189

Intangible assets 79,420

Goodwill 107,826

Intangible assets, net 79,679

Other non-current assets 166

3 unchanged sentences

Operating lease liabilities 1,259

Other current liabilities 1,287

Non-current operating lease liabilities 14,030

Other non-current liabilities 1,490

Noncurrent operating lease liabilities 12,930

Total Liabilities $ 27,705

Net assets recorded $ 240,873

The impact of the acquisition of UW Solutions on our consolidated results of operations for the three and nine-month periods ended on November 30, 2024 was $ 8.8 million of net sales and $ 4.2 million net loss, respectively.

The net sales and net loss represent approximately four weeks of operating results, transaction and integration-related costs, interest and the net tax effect.

The following supplemental unaudited pro forma information presents our financial results as if the acquisition of UW Solutions had occurred on February 26, 2023.

This supplemental pro forma information has been prepared for comparative purposes and would not necessarily indicate what may have occurred if the acquisition had been completed on February 26, 2023, and this information is not intended to be indicative of future results.

The impact of the acquisition of UW Solutions on our consolidated results of operations for the three-month period ended on May 31, 2025 was $ 22.0 million of net sales and $ 1.4 million net loss, respectively.

The following supplemental unaudited pro forma information presents our financial results as if the acquisition of UW Solutions had occurred on March 3, 2024.

This supplemental pro forma information has been prepared for comparative purposes and would not necessarily indicate what may have occurred if the acquisition had been completed on March 3, 2024, and this information is not intended to be indicative of future results.

(in thousands, except earnings per share data)

Three Months Ended

Nine Months Ended

November 30, 2024 November 25, 2023 November 30, 2024 November 25, 2023

Net sales $ 354,628

1 unchanged sentence

Earnings per share:

Basic 1.16 1.24 3.89 3.28

Diluted $ 1.36

Nonrecurring charges of $ 3.7 million of transaction costs, $ 0.9 million of integration costs, $ 0.8 million of amortization of acquired backlog, and $ 0.4 million of inventory step-up expense incurred in the third quarter of fiscal 2025 are reflected as if those charges were incurred in the first quarter of fiscal 2024 supplemental pro forma earnings.

These amounts have been calculated after applying our accounting policies and adjusting the results of UW Solutions to reflect the effect of definite-lived intangible assets recognized as part of the business combination on amortization expense as if the acquisition had occurred on February 26, 2023.

Nonrecurring charges of $ 0.3 million integration costs incurred in the first quarter of fiscal 2026 are reflected as if those charges were incurred in the first quarter of fiscal 2025 supplemental pro forma earnings.

Restructuring

During the fourth quarter of fiscal 2024, we announced strategic actions to further streamline our business operations, enable a more efficient cost model, and better position the Company for profitable growth (referred to as “Project Fortify”).

Project Fortify primarily impacts the Architectural Framing Systems Segment and includes:

During the fourth quarter of fiscal 2024, we announced strategic actions to streamline our business operations, enable a more efficient cost model, and better position the Company for profitable growth (referred to as “Project Fortify”).

Project Fortify primarily impacted the Architectural Metals Segment and included:

• Eliminating certain lower-margin product and service offerings, enabling consolidation into a single operating entity.

1 unchanged sentence

• Simplifying the segment’s brand portfolio and commercial model to improve flexibility, better leverage the Company’s capabilities, and enhance customer service.

Additionally, the Company has implemented similar actions to optimize processes and streamline resources in its Architectural Services Segment and Corporate and Other.

During the third quarter of fiscal 2025, we incurred $ 0.9 million of pre-tax costs associated with Project Fortify, which included $( 0.1 ) million within cost of sales and $ 1.0 million included within SG&A expenses.

During the first nine-months of fiscal 2025, we incurred $ 3.2 million of pre-tax costs associated with Project Fortify, of which $ 1.3 million was included within cost of sales and $ 1.9 million was included within SG&A expenses.

Since announcing Project Fortify, we have incurred $ 15.6 million of pre-tax costs.

The Company now expects these restructuring actions to be substantially complete by the end of the fourth quarter of fiscal 2025 and expects to incur total pre-tax charges of approximately $ 16.0 million to $ 17.0 million.

Total Project Fortify restructuring charges are expected to include:

• Approximately $ 7.0 million of severance and employee related costs;

• Approximately$ 1.7 million of contract termination costs;

Additionally, the Company implemented actions to optimize processes and streamline resources in its Architectural Services and Corporate and Other.

The Company completed Project Fortify during the fourth quarter of fiscal 2025 and incurred a total of $ 16.7 million of restructuring charges, which led to an annualized pre-tax cost savings of approximately $ 14 million.

On April 23, 2025, we announced a second phase of Project Fortify (referred to as "Project Fortify Phase 2" or "Phase 2") to drive further cost efficiencies, primarily in the Architectural Metals and Architectural Services Segments.

Phase 2 focuses on further optimizing our operating footprint and aligning resources to enable a more effective operating model.

We expect to incur approximately $ 24 million to $ 26 million of pre-tax charges associated with Phase 2.

The total charges are expected to include the following:

• $ 9 million to $ 10 million of severance and employee related costs;

• $ 2 million to $ 3 million of contract termination costs;

• $ 12 million to $ 13 million of other expenses.

The Company expects that these actions will lead to annualized cost savings of $ 13 million to $ 14 million.

Three Months Ended November 30, 2024

(In thousands) Architectural Framing Architectural Services Corporate & Other Total

We expect the actions associated with Phase 2 to be substantially completed by the end of the fourth quarter of fiscal 2026 and expect them to deliver annualized pre-tax cost savings of approximately $ 13 million to $ 15 million.

During the first quarter of fiscal 2026, we incurred $ 15.3 million of pre-tax costs associated with Phase 2, of which $ 6.9 million is included in cost of sales and $ 8.4 million is included within SG&A.

The SG&A charges include a $ 5.0 million non-cash intangible asset impairment charge in the Architectural Services segment and $ 2.6 million of a non-cash asset write-off and other charges in Corporate and Other.

The table below reflects the pretax impact of Project Fortify for the quarters ended May 31, 2025 and June 1, 2024, respectively.

(In thousands) Architectural Metals

Architectural Services Corporate and Other

Termination benefits $ 805 $ 5,947 $ — $ 6,752

1 unchanged sentence

Total restructuring charges $ 1,470 $ 11,247 $ 2,630 $ 15,347

Nine Months Ended November 30, 2024

(In thousands) Architectural Framing Architectural Services Corporate & Other Total

Termination benefits $ 302 $ — $ 124 $ 426

Contract termination costs 108 — — 108

Other restructuring charges 696 — — 696

2 unchanged sentences

All remaining accrual balances are expected to be paid within fiscal 2026.

(In thousands) Architectural Framing Architectural Services Corporate & Other Total

(In thousands) Architectural Metals Architectural Services Corporate and Other Total

Balance at March 1, 2025 $ 1,286 $ 650 $ 511 $ 2,447

1 unchanged sentence

Payments ( 259 ) ( 966 ) ( 182 ) ( 1,407 )

Other adjustments 778 — — 778

Balance at November 30, 2024 $ 853 $ 785 $ 788 $ 2,426

Balance at May 31, 2025 $ 2,115 $ 5,631 $ 2,959 $ 10,705

The charges presented in the roll forward of our restructuring accruals do not include items charged directly to expense as incurred, as those items are not reflected in accrued payroll and related benefits and other current liabilities in the consolidated balance sheets.

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-Q

Item 1. Financial Statements