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Item 9A. Controls and Procedures

2026-04-24 compared with 2025-04-24 · 43 added, 44 removed, 206 unchanged (30% of the section changed)

11 unchanged sentences

Insider Adoption or Termination of Trading Arrangements

During the fiscal quarter ended March 1, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated any "Rule 10b5-1 trading arrangement" or any "non-Rule 10b5-1 trading arrangement", as each term is defined in Item 408(c) of Regulation S-K.

During the fiscal quarter ended February 28, 2026, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated any "Rule 10b5-1 trading arrangement" or any "non-Rule 10b5-1 trading arrangement", as each term is defined in Item 408(c) of Regulation S-K.

DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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

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

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

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Information about aggregate fees billed to us by our principal accountant, Deloitte & Touche LLP (PCAOB ID No.

34 ) will be presented under the headings “Audit Committee Report" and "Fees Paid to Independent Registered Public Accounting Firm - Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees” and “Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services” in our 2025 Proxy Statement.

34 ) is presented under the headings “Audit Committee Report" and "Fees Paid to Independent Registered Public Accounting Firm - Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees” and “Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services” in our 2026 Proxy Statement.

This information is incorporated herein by reference.

2 unchanged sentences

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

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

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

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

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

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

Consolidated Balance Sheets as of February 28, 2026 and March 1, 2025

Consolidated Results of Operations for the Years Ended February 28, 2026, March 1, 2025 and March 2, 2024

Consolidated Statements of Comprehensive Earnings for the Years Ended February 28, 2026, March 1, 2025 and March 2, 2024

Consolidated Statements of Cash Flows for the Years Ended February 28, 2026, March 1, 2025 and March 2, 2024

Consolidated Statements of Shareholders' Equity for the Years Ended February 28, 2026, March 1, 2025 and March 2, 2024

Notes to Consolidated Financial Statements

3 unchanged sentences

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

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

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

2.1 Membership Interest Purchase Agreement, dated as of September 23, 2024, by and among UW Holdings, LLC, UW Interco, LLC and Apogee Enterprises, Inc.* Incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on September 25, 2024.

3.1 Restated Articles of Incorporation.

86 unchanged sentences

Apogee Enterprises, Inc.

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

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

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

32 unchanged sentences

Incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed on March 8, 2023.

Third Amended and Restated Credit Agreement, dated as of June 25, 2019, by and among Apogee Enterprises, Inc., as the Borrower, the Lenders referred to therein, Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender and Issuing Lender, and U.S.

Bank National Association, as Syndication Agent and Issuing Lender.

Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed on June 28, 2019.

Amendment No.

1 to Third Amended and Restated Credit Agreement dated as of June 25, 2019, by and among Apogee Enterprises, Inc., as the Borrower, the Lenders referred to therein, Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender and Issuing Lender, and U.S.

Bank National Association, as Syndication Agent and Issuing Lender.

Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed on April 10, 2020.

Amendment No.

2 to Third Amended and Restated Credit Agreement dated as of November 6, 2020, by and among Apogee Enterprises, Inc., as the Borrower, the Lenders referred to therein, Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender and Issuing Lender, and U.S.

Bank National Association, as Syndication Agent and Issuing Lender.

Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 10, 2020.

Amendment No.

3 to Third Amended and Restated Credit Agreement dated as of August 5, 2022, by and among Apogee Enterprises, Inc., as the Borrower, the Lenders referred to therein, Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender and Issuing Lender, and U.S.

Bank National Association, as Syndication Agent and Issuing Lender.

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

10.41 Separation Agreement dated October 30, 2025 between Apogee Enterprises, Inc.

and Ty Silberhorn.

Incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed on November 5, 2025.

10.42 Offer Letter effective October 31, 2025 between Apogee Enterprises, Inc.

and Don Nolan.

Incorporated by reference to Exhibit 10.2 to Registrant's Current Report on Form 8-K filed on November 5, 2025.

10.43 Offer Letter Agreement between Apogee Enterprises, Inc.

and Mark Richard Augdahl.

Incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed on January 22, 2026.

10.44 Form of Restricted Stock Agreement.

Incorporated by reference to Exhibit 10.2 to Registrant's Current Report on Form 8-K filed on January 22, 2026.

10.45 Form of Deferred Stock Unit Agreement, under the Apogee Enterprises, Inc.

2019 Stock Incentive Plan, as amended and restated from time to time.

10.46 Form of Executive Restricted Stock/Performance Share Deferral Election Form, under the Apogee Enterprises, Inc.

2019 Stock Incentive Plan, as amended and restated from time to time.

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

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

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

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

101 The following materials from Apogee Enterprises, Inc.'s Annual Report on Form 10-K for the year ended February 28, 2026 are furnished herewith, formatted in iXBRL (Inline Extensible Business Reporting Language):

(i) the Consolidated Balance Sheets as of February 28, 2026 and March 1, 2025, (ii) the Consolidated Results of Operations for the three years ended February 28, 2026, March 1, 2025 and March 2, 2024, (iii) the Consolidated Statements of Comprehensive Earnings for the three years February 28, 2026, March 1, 2025 and March 2, 2024, (iv) the Consolidated Statements of Cash Flows for the three years ended February 28, 2026, March 1, 2025 and March 2, 2024, (v) the Consolidated Statements of Shareholders' Equity for the three years ended February 28, 2026, March 1, 2025 and March 2, 2024 and (vi) the Notes to Consolidated Financial Statements.

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

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APOGEE ENTERPRISES, INC.

President and Chief Executive Officer

/s/ Donald A.

Executive Chair, President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on April 23, 2026.

Signature Title Signature Title

Silberhorn President, Chief Executive Officer and Director

/s/ Matthew J.

Executive Vice President and Chief Financial Officer

Silberhorn (Principal Executive

/s/ Donald A.

Nolan Executive Chair and Chief Executive Officer /s/ Mark R.

Augdahl Executive Vice President and Chief Financial Officer

Nolan (Principal Executive

Officer) Mark R.

Augdahl (Principal

Financial and

Accounting Officer)

/s/ Donald A.

Nolan /s/ Elizabeth M.

Nolan Chairman Elizabeth M.

Lilly Director

/s/ Christina M.

Alvord /s/ Herbert K.

Alvord Director Herbert K.

Parker Director

Heard /s/ Mark A.

Heard Director Mark A.

Pompa Director

/s/ Elizabeth M.

Lilly /s/ Christina M.

Lilly Director Christina M.

Alvord Director

/s/ Herbert K.

Parker /s/ Mark A.

Parker Director Mark A.

Pompa Lead Independent Director

Johnson /s/ Patricia K.

2 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures