What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-10-09 compared with 2025-07-02 · 229 added, 154 removed, 426 unchanged (47% of the section changed)

1 unchanged sentence

CONSOLIDATED BALANCE SHEETS

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

(In thousands, except stock data) August 30, 2025 March 1, 2025

Current assets

40 unchanged sentences

CONSOLIDATED RESULTS OF OPERATIONS

Three Months Ended

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

Three Months Ended Six Months Ended

(In thousands, except per share data) August 30, 2025 August 31, 2024 August 30, 2025 August 31, 2024

Net sales $ 358,194 $ 342,440 $ 704,816 $ 673,956

4 unchanged sentences

Interest expense, net 4,075 1,140 7,921 1,590

Other expense (income), net 682 ( 143 )

Other income, net 5,140 290 4,458 433

Earnings before income taxes 27,953 41,115 30,356 82,189

Income tax expense 4,304 10,549 9,394 20,612

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

Net earnings $ 23,649 $ 30,566 $ 20,962 $ 61,577

Basic earnings per share $ 1.10 $ 1.40 $ 0.98 $ 2.83

Diluted earnings per share $ 1.10 $ 1.40 $ 0.97 $ 2.80

Weighted average basic shares outstanding 21,408 21,762 21,373 21,793

2 unchanged sentences

CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

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

Three Months Ended Six Months Ended

(In thousands) August 30, 2025 August 31, 2024 August 30, 2025 August 31, 2024

Net earnings $ 23,649 $ 30,566 $ 20,962 $ 61,577

Other comprehensive earnings (loss):

Unrealized (loss) gain on marketable securities, net of $( 2 ), $ 30 , $ 8 , and $ 29 of tax (benefit) expense, respectively

( 7 ) 114 28 108

Unrealized (loss) gain on derivative instruments, net of $( 144 ), $( 257 ) $( 176 ) and $ 107 of tax (benefit) expense, respectively

( 388 ) ( 846 ) ( 482 ) 350

Foreign currency translation adjustments 479 ( 492 ) 3,146 ( 1,161 )

Other comprehensive earnings 2,608 521

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

Other comprehensive earnings (loss) 84 ( 1,224 ) 2,692 ( 703 )

Total comprehensive earnings $ 23,733 $ 29,342 $ 23,654 $ 60,874

See accompanying notes to consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

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

Six Months Ended

(In thousands) August 30, 2025 August 31, 2024

Operating Activities

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

Net earnings $ 20,962 $ 61,577

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

4 unchanged sentences

Impairment on intangible assets 7,418 —

Settlement of New Markets Tax Credit transaction ( 4,597 ) —

Non-cash lease expense 5,474 5,844

10 unchanged sentences

Other current assets and liabilities ( 20,477 ) ( 7,462 )

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

Net cash provided by operating activities 37,280 64,132

Investing Activities

9 unchanged sentences

Dividends paid ( 11,043 ) ( 10,821 )

Payments of debt issuance costs — ( 3,485 )

Other, net ( 3,087 ) ( 5,266 )

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

Net cash used in financing activities ( 29,130 ) ( 34,633 )

Effect of exchange rates on cash 811 ( 241 )

4 unchanged sentences

Capital expenditures in accounts payable $ 2,202 $ 1,426

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

See accompanying notes to consolidated financial statements.

8 unchanged sentences

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

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

Cash dividends, $ 0.26 per share

— — — ( 5,520 ) — ( 5,520 )

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

Net earnings — — — 23,649 — 23,649

Other comprehensive income, net of tax — — — — 84 84

Cancellations of stock, net of issuance ( 16 ) ( 5 ) ( 184 ) — — ( 189 )

Share-based compensation — 474 — — 474

Other share retirements ( 2 ) ( 1 ) ( 13 ) ( 49 ) — ( 63 )

Cash dividends, $ 0.26 per share

— — — ( 5,523 ) — ( 5,523 )

Balance at August 30, 2025 21,515 $ 7,172 $ 158,065 $ 367,578 $ ( 32,600 ) $ 500,215

See accompanying notes to consolidated financial statements.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

8 unchanged sentences

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

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

Declared dividends, $ 0.25 per share

— — — ( 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 income, net of tax — — — — ( 1,224 ) ( 1,224 )

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

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

Share repurchases — — — — — —

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

Cash dividends, $ 0.25 per share

— — — ( 5,412 ) — ( 5,412 )

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

See accompanying notes to consolidated financial statements.

6 unchanged sentences

We use the same accounting policies in preparing quarterly and annual financial statements.

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

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

The results of operations for the three- and six-month periods ended August 30, 2025, are not necessarily indicative of the results to be expected for the full year.

Adoption of new accounting standards

3 unchanged sentences

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.

Accounting standards not yet adopted

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

2 unchanged sentences

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

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

Three Months Ended Six Months Ended

(In thousands) August 30, 2025 August 31, 2024 August 30, 2025 August 31, 2024

Recognized at shipment $ 171,681 $ 140,518 $ 329,837 $ 277,240

2 unchanged sentences

Total $ 358,194 $ 342,440 $ 704,816 $ 673,956

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.

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

We also recognize revenue over time using both the input method and output method.

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 by comparing total costs incurred to-date to the total estimated costs for the contract at completion, 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.

For revenue recognized following an over-time output method, 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.

5 unchanged sentences

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

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

(In thousands) August 30, 2025 March 1, 2025

Trade accounts $ 120,663 $ 117,533

3 unchanged sentences

Receivables, net $ 195,324 $ 185,590

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

(In thousands) May 31, 2025

The following table summarizes the activity in the allowance for credit losses for the six months ended August 30, 2025:

(In thousands) August 30, 2025

Beginning balance $ 2,667

Charges against costs and expenses 89

Credits against costs and expenses ( 100 )

Deductions from allowance, net of recoveries ( 432 )

7 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

(In thousands) August 30, 2025 March 1, 2025

Contract assets $ 61,545 $ 71,842

1 unchanged sentence

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

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

Other contract-related disclosures Three Months Ended Six Months Ended

(In thousands) August 30, 2025 August 31, 2024 August 30, 2025 August 31, 2024

Revenue recognized related to contract liabilities from prior year-end $ 21,499 $ 3,451 $ 28,329 $ 30,361

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 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

The transaction prices associated with unsatisfied performance obligations at August 30, 2025, are expected to be satisfied, and the corresponding revenue to be recognized, over the following estimated time periods:

(In thousands) August 30, 2025

Within one year

2 unchanged sentences

Total $ 930,872

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.

Due to the nature of the work required under these long-term contracts, the estimation of total revenue and costs of sales is subject to many variables and requires significant judgment.

We estimate variable consideration at the most likely amount to which we expect to be entitled.

Our final cost of sales estimates are based largely on our assessments of anticipated performance and all information (historical, current and forecasted) that is reasonably available to us.

Changes in estimated revenue, cost of sales and the related effect on operating income are recognized using a cumulative catch-up adjustment, which recognizes in the current period the cumulative effect of the changes on current and prior periods based on a long-term contracts percentage of completion.

When the current estimates of total revenues and costs at completion for a long-term contract indicate a loss, a provision for the entire loss on the long-term contract is recognized.

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

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

August 30, 2025 August 31, 2024 August 30, 2025 August 31, 2024

Operating income

$ 731 $ 4,099 $ 799 $ 7,104

Earnings per share:

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

0.03 0.14 0.03 0.25

0.03 0.14 0.03 0.24

(In thousands) August 30, 2025 March 1, 2025

Raw materials $ 44,693 $ 36,804

7 unchanged sentences

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

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

August 30, 2025 $ 9,262 $ 18 $ 172 $ 9,108

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

Prism insures a portion of our general liability, workers’ compensation and automobile liability risks using reinsurance agreements to meet statutory requirements.

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 May 31, 2025, by contractual maturity, are shown below.

Prism insures a portion of our general liability, workers’ compensation and automobile liability risks using third-party agreements to meet statutory requirements.

Our third-party carriers require Prism to maintain fixed-maturity investments for the purpose of providing collateral for Prism’s obligations under these agreements.

The amortized cost and estimated fair values of these investments at August 30, 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.

8 unchanged sentences

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 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.

In the second quarter of fiscal 2026, we entered into an interest rate swap with a notional value of $ 50.0 million with an expiration date of August 5, 2027.

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.

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.

We entered into these swaps to hedge a portion of our exposure to variability in cash flows from interest payments on our floating-rate revolving credit facility.

As of August 30, 2025, we had no foreign exchange option contracts with U.S.

dollar notional values outstanding.

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

7 unchanged sentences

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

(In thousands) Quoted Prices in

Active Markets

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

(In thousands) Quoted Prices in Active Markets (Level 1) Other Observable Inputs (Level 2) Total Fair Value

August 30, 2025

Money market funds $ 28,705 $ — $ 28,705

Municipal bonds — 9,108 9,108

Foreign currency option contract — — —

Interest rate swap contracts — 282 282

15 unchanged sentences

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 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.

At August 30, 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 $ 75.0 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.

No more than two acquisition holidays can occur during the term of the Credit Agreement, and at least two fiscal quarters must separate qualifying acquisitions.

Borrowings under the Credit Agreement bear floating interest at either the Base Rate or Term Secured Overnight Financing Rate (SOFR), or, for CAD borrowings, Canadian Overnight Repo Rate Average (CORRA) plus, in each a margin based on the Consolidated Leverage Ratio (as defined in the Credit Agreement).

Consolidated Leverage Ratio (as defined in the Credit Agreement).

For Base Rate borrowings, the margin ranges from 0.25 % to 0.75 %.

4 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 $ 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

Outstanding borrowings under the term loan facility were $ 215.0 million as of August 30, 2025.

Outstanding borrowings under the revolving credit facility were $ 55.0 million as of August 30, 2025.

At August 30, 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 August 30, 2025, the amount available for revolving borrowings was $ 392.4 million.

The fair value of our senior credit facility approximated carrying value at August 30, 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.

Three Months Ended Six Months Ended

(In thousands) August 30, 2025 August 31, 2024 August 30, 2025 August 31, 2024

Interest on debt $ 4,612 $ 1,339 $ 9,094 $ 2,513

4 unchanged sentences

$ 4,076 $ 1,140 $ 7,920 $ 1,590

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.

Interest payments under the credit facilities were $ 9.0 million and $ 2.6 million for the six months ended August 30, 2025 and August 31, 2024, respectively.

The weighted average interest rates on borrowings outstanding, inclusive of the impact of our interest rate swap as of August 30, 2025, and March 1, 2025, were 3.88 % and 4.32 %, respectively.

Commitments and Contingent Liabilities

1 unchanged sentence

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.

At August 30, 2025, $ 1.2 billion of these types of bonds were outstanding, of which $ 293.7 million is in our backlog.

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

4 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.

Three Months Ended

(In thousands) May 31, 2025

Balance at beginning of period $ 18,461

Six Months Ended

(In thousands) August 30, 2025

Beginning balance $ 18,461

Additional accruals 3,052

Claims paid ( 2,672 )

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 Metals Segment.

Ending balance $ 18,841

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

Letters of credit

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

At August 30, 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 $ 16.0 million as of May 31, 2025.

Purchase obligations for raw material commitments and capital expenditures totaled $ 15.5 million as of August 30, 2025.

New Markets Tax Credit (NMTC) transactions

We have two outstanding NMTC arrangements which help to support operational expansion.

Proceeds received from investors on these transactions are included within other current liabilities in our consolidated balance sheets.

The NMTC arrangements are subject to 100 percent tax credit recapture for a period of seven years from the date of each respective transaction.

Upon the termination of each arrangement, these proceeds will be recognized in earnings in exchange for the transfer of tax credits.

The direct and incremental costs incurred in structuring these arrangements have been deferred and are included in other current assets in our consolidated balance sheets.

These costs will be recognized in conjunction with the recognition of the related proceeds on each arrangement.

During the construction phase or for working capital purposes for each project, we are required to hold cash dedicated to fund each project, which is classified as restricted cash in our consolidated balance sheets.

As a result of the structure of these transactions, variable-interest entities were created.

As the other investors in these programs do not have a material interest in the entities' underlying economics, we include 100% of the results of the variable-interest entities in our consolidated financial statements.

The table below provides a summary of estimated benefits related to our outstanding NMTC transactions (in thousands):

At August 30, 2025, we had one outstanding NMTC arrangement to support operational expansion.

Proceeds received from investors on this transaction are included within other current liabilities in our consolidated balance sheets.

The NMTC arrangement is subject to 100 percent tax credit recapture for a period of seven years from the date of transaction.

Upon the termination, proceeds will be recognized in earnings in exchange for the transfer of tax credits.

The direct and incremental costs incurred in structuring this arrangement have been deferred and are included in other current assets in our consolidated balance sheets.

These costs will be recognized in conjunction with the recognition of the related proceeds.

During the construction phase or for working capital purposes, we are required to hold cash dedicated to fund the project, which is classified as restricted cash in our consolidated balance sheet.

As a result of the structure of this transaction, a variable-interest entity was created.

As the other investors in this program do not have a material interest in the entity's underlying economics, we include 100% of the results of the variable-interest entity in our consolidated financial statements.

During the second quarter ended August 30, 2025, one NMTC transaction was settled as expected and, as a result, a $ 4.6 million benefit was recorded in other (income) expense, net.

We expect the last outstanding NMTC transaction to be settled during the third quarter of fiscal 2026.

The table below provides a summary of estimated benefits related to our outstanding NMTC transaction (in thousands):

Inception date Termination date Deferred benefit Deferred costs Net benefit

August 2025 $ 6,052 $ 1,855 $ 4,197

September 2018 September 2025 $ 3,198 $ 1,031 $ 2,167

Total $ 9,250 $ 2,486 $ 6,764

(1) Continuation of the August 2018 NMTC financing transaction

The Company is a party to various legal proceedings incidental to its normal operating activities.

15 unchanged sentences

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 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

The following table summarizes the obligation activity and outstanding balance for the six months ended August 30, 2025, that we have confirmed as valid to the administrators of our program:

(In thousands) August 30, 2025

Balance at beginning of period $ 6,846

3 unchanged sentences

Shareholders' Equity

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.

We paid dividends totaling $ 11.0 million ($ 0.52 per share) in the first six months of fiscal 2026, compared to dividends paid of $ 10.8 million ($ 0.50 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 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.

During the six months ended August 30, 2025, we did not repurchase shares under the program.

During the six months ended August 31, 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.

We have remaining authority to repurchase 2,186,793 shares under this program, which has no expiration date.

We may also elect to repurchase additional shares of common stock under our authorization, subject to limitations contained in our debt agreements and based upon our assessment of a number of factors, including share price, trading volume and general market conditions, working capital requirements, general business conditions, financial conditions, any applicable contractual limitations, and other factors, including alternative investment opportunities.

We may elect to repurchase additional shares of common stock under our authorization, subject to limitations contained in our debt agreements and based upon our assessment of a number of factors, including share price, trading volume and general market conditions, working capital requirements, general business conditions, financial conditions, any applicable contractual limitations, and other factors, including alternative investment opportunities.

We may finance share repurchases with available cash, additional debt or other sources of financing.

4 unchanged sentences

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:

The table below sets forth the number of stock-based compensation awards granted during the six-months ended August 30, 2025, along with the weighted average grant date fair value:

Awards Number of Awards Weighted Average Grant Date Fair Value

6 unchanged sentences

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.

Total share-based compensation expense included in the results of operations was $ 0.5 million and $ 2.9 million for the three months ended August 30, 2025, and August 31, 2024, respectively and $ 2.8 million and $ 5.6 million for the six months ended August 30, 2025, and August 31, 2024, respectively.

At August 30, 2025, there was $ 14.1 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 six months ended August 30, 2025, was $ 7.8 million.

We file income tax returns in the U.S.

1 unchanged sentence

state and local jurisdictions, Canada, Brazil, and other international jurisdictions.

We are not subject to U.S.

federal tax examinations for years prior to fiscal 2021, or state and local income tax examinations for years prior to fiscal 2020.

We are not currently under U.S.

federal examination for years subsequent to fiscal year 2020, and there is very limited audit activity of our income tax returns in U.S.

In September 2025, the Company was notified that the Internal Revenue Service will conduct a U.S.

federal examination for fiscal year 2023.

There is very limited audit activity of our income tax returns in U.S.

state jurisdictions or international jurisdictions.

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.

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

For the three months ended August 30, 2025, income tax expense as a percentage of earnings before income tax was 15.4 %, compared to 25.7 % for the same period last year.

The change in the effective tax rate was primarily due to a decrease in tax expense on discrete items.

For the six months ended August 30, 2025, income tax expense as a percentage of earnings before income tax was 30.9 % compared to 25.1 % 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.

The total liability for unrecognized tax benefits was $ 6.2 million at August 30, 2025, compared to $ 6.0 million at March 1, 2025.

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

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was signed into law in the United States, introducing a wide array of tax reform measures.

These include extensions and modifications to certain provisions originally enacted under the Tax Cuts and Jobs Act.

Key changes include the immediate expensing of domestic research and development costs, the reinstatement of 100% bonus depreciation, and a new interest expense limitation based on EBITDA.

These provisions did not have a material effect on the Company’s financial statements for the six-month period ended August 30, 2025.

Earnings per Share

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

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

Net (loss) earnings

$ ( 2,688 ) $ 31,011

Three Months Ended Six Months Ended

(In thousands) August 30, 2025 August 31, 2024 August 30, 2025 August 31, 2024

Net earnings $ 23,649 $ 30,566 $ 20,962 $ 61,577

Basic earnings per share – weighted average common shares outstanding 21,408 21,762 21,373 21,793

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

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

182 113 189 192

Diluted earnings per share – weighted average common shares and potential common shares outstanding 21,590 21,875 21,562 21,985

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

230 11 215 65

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.

Basic earnings per share $ 1.10 $ 1.40 $ 0.98 $ 2.83

Diluted earnings per share $ 1.10 $ 1.40 $ 0.97 $ 2.80

Business Segment Data

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:

Each of our four segments has 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.

4 unchanged sentences

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.

Net sales, adjusted cost of sales, adjusted SG&A, adjusted 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.

2 unchanged sentences

We report these unallocated corporate costs in Corporate and Other.

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

Three Months Ended August 30, 2025

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

Net sales $ 140,922 $ 100,490 $ 68,392 $ 48,390 $ 358,194

Intersegment net sales 13 — 3,789 — 3,802

28 — 4,002 — 4,030

Total segment net sales 140,935 100,490 72,181 48,390 361,996

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

Adjusted cost of sales (1)

2 unchanged sentences

( 23,681 ) ( 10,417 ) ( 10,636 ) ( 9,017 ) ( 53,751 )

Other expense, net

Adjusted other expense, net (3)

— — ( 8 ) — ( 8 )

Depreciation and amortization 3,752 911 3,323 3,789 11,775

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

Adjusted EBITDA $ 20,828 $ 5,016 $ 11,647 $ 11,221 $ 48,712

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

Three Months Ended June 1, 2024

Three Months Ended August 31, 2024

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

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

Net sales $ 141,340 $ 98,018 $ 83,250 $ 19,832 $ 342,440

Intersegment net sales 10 — 6,851 — 6,861

63 — 8,527 — 8,590

Total segment net sales 141,350 98,018 90,101 19,832 349,301

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

Adjusted cost of sales (1)

2 unchanged sentences

( 24,396 ) ( 11,263 ) ( 10,296 ) ( 3,687 ) ( 49,642 )

Other income (expense), net

Adjusted other expense, net (3)

— — ( 7 ) — ( 7 )

Depreciation and amortization 4,172 955 3,080 790 8,997

Adjusted EBITDA $ 22,229 $ 7,344 $ 24,140 $ 4,584 $ 58,297

Six Months Ended August 30, 2025

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

Net sales $ 269,519 $ 206,995 $ 137,662 $ 90,640 $ 704,816

Intersegment net sales 40 — 7,792 — 7,832

Total segment net sales 269,559 206,995 145,454 90,640 712,648

Adjusted cost of sales (1)

( 197,782 ) ( 176,630 ) ( 104,973 ) ( 60,157 ) ( 539,542 )

Adjusted SG&A (2)

( 49,148 ) ( 21,264 ) ( 21,944 ) ( 18,642 ) ( 110,998 )

Adjusted other expense, net (3)

— — ( 66 ) — ( 66 )

Depreciation and amortization 7,566 1,983 6,593 7,338 23,480

Adjusted EBITDA $ 30,195 $ 11,084 $ 25,064 $ 19,179 $ 85,522

Six Months Ended August 31, 2024

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

Net sales $ 274,449 $ 197,045 $ 161,426 $ 41,036 $ 673,956

Intersegment net sales 73 — 15,378 — 15,451

Total segment net sales 274,522 197,045 176,804 41,036 689,407

Adjusted cost of sales (1)

( 187,448 ) ( 162,218 ) ( 117,024 ) ( 24,836 ) ( 491,526 )

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

Adjusted SG&A (2)

( 49,683 ) ( 22,815 ) ( 21,620 ) ( 7,561 ) ( 101,679 )

Adjusted other income, net (3)

— — 123 — 123

Depreciation and amortization 8,679 1,905 6,089 1,586 18,259

Adjusted EBITDA $ 46,070 $ 13,917 $ 44,371 $ 10,225 $ 114,583

Adjusted cost of sales excludes $ 0.3 million and $ 3.0 million of adjustments related to acquisition and restructuring expense, respectively, for the three months ended August 30, 2025, and excludes $ 0.4 million and $ 9.9 million of adjustments related to acquisition and restructuring expense, respectively, for the six months ended August 30, 2025.

Adjusted cost of sales excludes $ 0.9 million and $ 1.4 million of adjustments related restructuring expense for the three and six months ended August 31, 2024, respectively.

These adjustments are described in greater detail in the reconciliation below.

(2) Adjusted SG&A expense excludes $ 0.9 million and $ 0.1 million of adjustments related to acquisition and restructuring expense, respectively, for the three months ended August 30, 2025, and excludes $ 1.1 million and $ 5.9 million of adjustments related to acquisition and restructuring expense, respectively, for the six months ended August 30, 2025.

Adjusted SG&A expense excludes $ 0.3 million and $ 0.7 million of adjustments related restructuring expense for the three and six months ended August 31, 2024, respectively These adjustments are described in greater detail in the reconciliation below.

Adjusted other income, net excludes $ 4.6 million of NMTC gain recognized for the three and six months ended August 30, 2025.

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

Three Months Ended Six Months Ended

(In thousands) August 30, 2025 August 31, 2024 August 30, 2025 August 31, 2024

Segment Adjusted EBITDA $ 48,712 $ 58,297 $ 85,522 $ 114,583

1 unchanged sentence

Segment acquisition-related costs (1)

( 1,187 ) — ( 1,464 ) —

Segment restructuring costs (2)

1 unchanged sentence

Depreciation and amortization ( 12,507 ) ( 9,688 ) ( 24,943 ) ( 19,664 )

Other income (3)

4,597 — 4,597 —

Interest expense, net ( 4,075 ) ( 1,140 ) ( 7,921 ) ( 1,590 )

Income tax expense ( 4,304 ) ( 10,549 ) ( 9,394 ) ( 20,612 )

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

Net earnings $ 23,649 $ 30,566 $ 20,962 $ 61,577

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.

Other income, net includes $ 4.6 million of NMTC gain recognized for the three and six months ended August 30, 2025.

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

1 unchanged sentence

based, vertically integrated manufacturer of high-performance coated substrates with a portfolio of well-known brands, including ResinDEK®, ChromaLuxe®, RDC Coatings™, and Unisub®, each known as a leader in its specified applications.

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

The UW Solutions business activity is included in our Performance Surfaces Segment.

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.

1 unchanged sentence

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.

During the three-month period ended August 30, 2025, we incurred integration costs associated with the acquisition of $ 1.3 million, of which $ 0.3 million and $ 1.0 million are included in cost of sales and SG&A, respectively, within our consolidated results of operations.

During the six-month period ended August 30, 2025, we incurred integration costs associated with the acquisition of $ 1.6 million, of which $ 0.4 million and $ 1.2 million are included in cost of sales and SG&A, respectively, within our consolidated results of operations.

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.

21 unchanged sentences

Net assets recorded $ 240,873

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 impact of the acquisition of UW Solutions on our consolidated results of operations for the three-month period ended on August 30, 2025, was $ 24.9 million of net sales and $ 0.8 million of net loss, and for the six-month period ended on August 30, 2025, was $ 46.9 million of net sales and $ 2.2 million of net loss.

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

1 unchanged sentence

(in thousands, except earnings per share data)

Three Months Ended

(Unaudited) Three Months Ended Six Months Ended

August 31, 2024 August 31, 2024

Net sales $ 363,410 $ 718,037

1 unchanged sentence

Earnings per share:

Basic $ 1.26 $ 2.37

Diluted $ 1.26 $ 2.35

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.

Nonrecurring charges of $ 4.4 million of transaction costs, $ 2.1 million of integration costs, $ 2.3 million of amortization of acquired backlog, and $ 1.5 million of inventory step-up expense incurred in the third and fourth quarters of fiscal 2025 are reflected as if those charges were incurred in the first and second quarters of the fiscal 2025 supplemental pro forma earnings.

Nonrecurring charges of $ 0.2 million of integration costs incurred in the first quarter of fiscal 2026 are reflected as if those charges were incurred in the first and second quarter of fiscal 2025 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 March 3, 2024.

5 unchanged sentences

• 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 implemented actions to optimize processes and streamline resources in its Architectural Services and Corporate and Other.

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

7 unchanged sentences

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.

During the second quarter of fiscal 2026, we incurred $ 3.1 million of pre-tax costs associated with Phase 2, of which $ 3.0 million is included in cost of sales and $ 0.1 million is included within SG&A.

During the first six months of fiscal 2026, we incurred $ 18.5 million of pre-tax costs associated with Phase 2, of which, $ 9.9 million is included in cost of sales and $ 8.6 million is included within SG&A.

For the six months ended August 30, 2025, SG&A charges include a $ 5.0 million non-cash intangible asset impairment charge in the Architectural Services segment and a $ 2.6 million 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 August 30, 2025, and August 31, 2024, respectively.

(In thousands) Architectural Metals

Architectural Services Corporate and Other

August 30, 2025

Termination benefits $ — $ 476 $ — $ 476

Contract termination costs 201 1,659 — 1,860

Other restructuring charges 154 623 10 787

Total restructuring charges $ 355 $ 2,758 $ 10 $ 3,123

August 31, 2024

Termination benefits $ 271 $ 172 $ 5 $ 448

Contract termination costs 108 — — 108

Other restructuring charges 537 86 — 623

Total restructuring charges $ 916 $ 258 $ 5 $ 1,179

The table below reflects the pretax impact of Project Fortify for the six months ended August 30, 2025, and August 31, 2024, respectively.

(In thousands) Architectural Metals

Architectural Services Corporate and Other

August 30, 2025

Termination benefits $ 805 $ 6,424 $ — $ 7,229

Contract termination costs 802 1,932 — 2,734

Other restructuring charges 218 5,650 2,641 8,509

Total restructuring charges $ 1,825 $ 14,006 $ 2,641 $ 18,472

August 31, 2024

Termination benefits $ 573 $ 172 $ 129 $ 874

Contract termination costs 108 — — 108

Other restructuring charges 1,233 86 — 1,319

Total restructuring charges $ 1,914 $ 258 $ 129 $ 2,301

The following table summarizes our restructuring related accrual balances included within accrued payroll and related benefits and other current liabilities in the consolidated balance sheets.

4 unchanged sentences

Payments ( 965 ) ( 2,872 ) ( 329 ) ( 4,166 )

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

Balance at August 30, 2025 $ 1,888 $ 3,828 $ 192 $ 5,908

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