What changed in this filing

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Item 1. Financial Statements

2026-06-30 compared with 2026-01-07 · 158 added, 378 removed, 303 unchanged (64% of the section changed)

1 unchanged sentence

CONSOLIDATED BALANCE SHEETS

(In thousands, except stock data) November 29, 2025 March 1, 2025

(In thousands, except stock data) May 30, 2026 February 28, 2026

Current assets

6 unchanged sentences

Total current assets 430,404 439,433

Property, plant and equipment, net of accumulated depreciation of $ 476,911 and $ 469,480

253,092 268,139

Property, plant and equipment, net 247,763 255,032

Operating lease right-of-use assets 45,633 48,736

17 unchanged sentences

Shareholders’ equity

Junior preferred stock of $ 1.00 par value;

authorized 200,000 shares;

zero issued and outstanding

Common stock of $ 0.33 -1/3 par value;

8 unchanged sentences

CONSOLIDATED RESULTS OF OPERATIONS

Three Months Ended Nine Months Ended

(In thousands, except per share data) November 29, 2025 November 30, 2024 November 29, 2025 November 30, 2024

Three Months Ended

(In thousands, except per share data) May 30, 2026 May 31, 2025

Net sales $ 342,684 $ 346,622

4 unchanged sentences

Interest expense, net 2,834 3,846

Other income, net ( 2,458 ) ( 60 ) ( 6,916 ) ( 493 )

Other expense, net 73 682

Earnings before income taxes 15,932 2,403

Income tax expense 4,397 5,091

Net earnings $ 16,549 $ 20,989 $ 37,511 $ 82,566

Basic earnings per share $ 0.78 $ 0.96 $ 1.76 $ 3.79

Diluted earnings per share $ 0.77 $ 0.96 $ 1.74 $ 3.76

Net earnings (loss) $ 11,535 $ ( 2,688 )

Basic earnings (loss) per share $ 0.55 $ ( 0.13 )

Diluted earnings (loss) per share $ 0.54 $ ( 0.13 )

Weighted average basic shares outstanding 21,045 21,338

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

Three Months Ended Nine Months Ended

(In thousands) November 29, 2025 November 30, 2024 November 29, 2025 November 30, 2024

Net earnings $ 16,549 $ 20,989 $ 37,511 $ 82,566

Three Months Ended

(In thousands) May 30, 2026 May 31, 2025

Net earnings (loss) $ 11,535 $ ( 2,688 )

Other comprehensive earnings (loss):

Unrealized gain (loss) on marketable securities, net of $ 9 , $( 13 ), $ 17 , and $ 16 of tax expense (benefit), respectively

34 ( 48 ) 62 60

Unrealized (loss) gain on derivative instruments, net of $( 73 ), $( 21 ), $( 249 ), and $ 86 of tax (benefit) expense, respectively

( 199 ) ( 69 ) ( 681 ) 281

Unrealized (loss) gain on marketable securities, net of $( 29 ) and $ 10 of tax (benefit) expense, respectively

Unrealized gain (loss) on derivative instruments, net of $ 840 and $( 32 ) of tax expense (benefit), respectively

Foreign currency translation adjustments 300 2,667

Other comprehensive (loss) earnings ( 610 ) ( 1,736 ) 2,082 ( 2,439 )

Total comprehensive earnings $ 15,939 $ 19,253 $ 39,593 $ 80,127

Other comprehensive earnings 2,654 2,608

Total comprehensive earnings (loss) $ 14,189 $ ( 80 )

See accompanying notes to consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

(In thousands) November 29, 2025 November 30, 2024

Three Months Ended

(In thousands) May 30, 2026 May 31, 2025

Operating Activities

Net earnings $ 37,511 $ 82,566

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

Net earnings (loss) $ 11,535 $ ( 2,688 )

Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:

Depreciation and amortization 12,579 12,436

1 unchanged sentence

Deferred income taxes 1,333 2,496

Loss on disposal of property, plant and equipment 418 159

Impairment on intangible assets 7,418 —

Settlement of New Markets Tax Credit transaction ( 6,740 ) —

Impairment of long-lived assets — 7,418

Non-cash lease expense 2,981 3,738

Other, net ( 40 ) 1,622

Changes in operating assets and liabilities, net of business acquired:

Changes in operating assets and liabilities:

Receivables 6,339 ( 3,938 )

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Other current assets and liabilities ( 6,228 ) ( 25,130 )

Net cash provided by operating activities 66,622 95,130

Net cash provided by (used in) operating activities 7,430 ( 19,782 )

Investing Activities

Capital expenditures ( 6,289 ) ( 7,167 )

Proceeds from sales of property, plant and equipment 1,606 744

Purchases of marketable securities ( 4,637 ) —

Sales/maturities of marketable securities 1,485 2,370

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

Other, net 1,157 185

Net cash used in investing activities ( 9,769 ) ( 6,982 )

2 unchanged sentences

Repayment on revolving credit facilities ( 25,000 ) ( 33,000 )

Proceeds from term loans — 250,000

Repayment of term loans ( 2,867 ) —

1 unchanged sentence

Dividends paid ( 5,630 ) ( 5,520 )

Payments of debt issuance costs — ( 3,798 )

Other, net ( 995 ) ( 2,835 )

1 unchanged sentence

Effect of exchange rates on cash 396 502

(Decrease) increase in cash, cash equivalents and restricted cash ( 133 ) 6,639

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

Decrease in cash and cash equivalents ( 13,089 ) ( 8,617 )

Cash and cash equivalents at beginning of period 39,523 41,448

Cash and cash equivalents at end of period $ 26,434 $ 32,831

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CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(In thousands) Common Shares Outstanding Common Stock at Par Value

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

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

Net loss — — — ( 2,688 ) — ( 2,688 )

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

Issuance of stock, net of cancellations 182 61 ( 61 ) — — —

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

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

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

(In thousands) Common Shares Outstanding Common Stock at Par Value Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive (Loss) Income Total Shareholders' Equity

Balance at February 28, 2026 21,220 $ 7,073 $ 159,085 $ 376,438 $ ( 30,802 ) $ 511,794

Net earnings — — — 11,535 — 11,535

Other comprehensive income, net of tax — — — — 2,654 2,654

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

Net earnings — — — 16,549 — 16,549

Other comprehensive loss, net of tax — — — — ( 610 ) ( 610 )

Issuance of stock, net of cancellations 123 41 ( 109 ) — — ( 68 )

Share-based compensation — — 2,309 — — 2,309

Share repurchases ( 259 ) ( 86 ) ( 2,069 ) ( 7,499 ) — ( 9,654 )

Other share retirements ( 22 ) ( 7 ) ( 173 ) ( 741 ) — ( 921 )

1 unchanged sentence

— — — ( 5,630 ) — ( 5,630 )

Balance at November 29, 2025 21,492 $ 7,164 $ 161,031 $ 377,306 $ ( 33,210 ) $ 512,291

See accompanying notes to consolidated financial statements.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(In thousands) Common Shares Outstanding Common Stock at Par Value

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

Balance at May 30, 2026 21,062 $ 7,021 $ 159,043 $ 374,103 $ ( 28,148 ) $ 512,019

(In thousands) Common Shares Outstanding Common Stock at Par Value Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive (Loss) Income Total Shareholders' Equity

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

Net earnings — — — 31,011 — 31,011

Other comprehensive income, net of tax — — — — 521 521

Issuance of stock, net of cancellations 170 57 ( 57 ) — — —

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

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

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

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

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 — — — — — —

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

1 unchanged sentence

— — — ( 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, $ 0.25 per share

— — — ( 5,417 ) — ( 5,417 )

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

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

See accompanying notes to consolidated financial statements.

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The consolidated financial statements of Apogee Enterprises, Inc.

(we, us, our or the Company) have been prepared in accordance with accounting principles generally accepted in the United States (U.S.

The information included in this Form 10-Q should be read in conjunction with the Company’s Form 10-K for the year ended March 1, 2025.

(Apogee, we, us, our or the Company) have been prepared in accordance with accounting principles generally accepted in the United States (U.S.

The information included in this Form 10-Q should be read in conjunction with the Company’s Form 10-K for the year ended February 28, 2026.

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.

The results of operations for the three and nine month periods ended November 29, 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.

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.

The results of operations for the three month period ended May 30, 2026, are not necessarily indicative of the results to be expected for the full year.

Accounting standards not yet adopted

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.

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

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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 29, 2025 November 30, 2024 November 29, 2025 November 30, 2024

Three Months Ended

(In thousands) May 30, 2026 May 31, 2025

Recognized at shipment $ 157,806 $ 158,155

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Total $ 342,684 $ 346,622

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.

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 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.

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.

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

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An account is considered current when it is within agreed upon payment terms.

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

(In thousands) November 29, 2025 March 1, 2025

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

(In thousands) May 30, 2026 February 28, 2026

Trade accounts $ 110,933 $ 111,679

3 unchanged sentences

Receivables, net $ 192,204 $ 198,516

The following table summarizes the activity in the allowance for credit losses for the nine months ended November 29, 2025:

(In thousands) November 29, 2025

The following table summarizes the activity in the allowance for credit losses for the three months ended May 30, 2026:

(In thousands) May 30, 2026

Beginning balance $ 1,608

1 unchanged sentence

Deductions from allowance, net of recoveries ( 59 )

Other adjustments 26

Ending balance $ 1,530

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

(In thousands) November 29, 2025 March 1, 2025

(In thousands) May 30, 2026 February 28, 2026

Contract assets $ 59,344 $ 59,512

Contract liabilities 68,265 60,903

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 29, 2025 November 30, 2024 November 29, 2025 November 30, 2024

Three Months Ended

(In thousands) May 30, 2026 May 31, 2025

Revenue recognized related to contract liabilities from prior year-end $ 42,604 $ 6,830

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Some of our contracts have an expected duration of longer than a year, with performance obligations extending over that time frame.

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 29, 2025, are expected to be satisfied, and the corresponding revenue to be recognized, over the following estimated time periods:

(In thousands) November 29, 2025

The transaction price associated with performance obligations that were not yet satisfied as of May 30, 2026, will be recognized as revenue in the following estimated time periods:

(In thousands) May 30, 2026

Within one year

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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 Nine Months Ended

November 29, 2025 November 30, 2024 November 29, 2025 November 30, 2024

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

May 30, 2026 May 31, 2025

Operating income

3 unchanged sentences

$ ( 0.02 ) $ 0.00

(In thousands) November 29, 2025 March 1, 2025

(In thousands) May 30, 2026 February 28, 2026

Raw materials $ 42,277 $ 43,441

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

November 29, 2025 $ 9,211 $ 27 $ 137 $ 9,101

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

May 30, 2026 $ 18,456 $ 3 $ 211 $ 18,248

February 28, 2026 14,989 23 94 14,918

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 November 29, 2025, by contractual maturity, are shown below.

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 30, 2026, 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.

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Derivative instruments

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 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 credit facility.

As of November 29, 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.

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 earnings.

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

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

We have entered into interest rate swaps with a total notional value of $ 125.0 million, with expiration dates throughout fiscal 2027, to hedge a portion of our exposure to variability in cash flows from interest payments on our floating-rate revolving credit facility.

We have also entered into multiple aluminum commodity swap contracts with an aggregate notional value of $ 27.7 million to hedge a portion of our exposure to variability in cash flows associated with forecasted aluminum purchases.

These swap contracts mature over the next twelve months, with final settlements occurring by March 2027.

The mark-to-market adjustments on these derivative instruments are recorded within our Consolidated Balance Sheets within other current assets or other current liabilities.

Gains or losses associated with these instruments are recorded as a component within the Consolidated Statements of Comprehensive Earnings until which time the hedged transaction is settled and gains or losses are recorded in net earnings.

Fair value measurements

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(Level 2) Total Fair Value

November 29, 2025

Money market funds $ 21,550 $ — $ 21,550

Municipal bonds — 18,248 18,248

Interest rate swap contracts — 125 125

Aluminum hedging contract — 2,684 2,684

Interest rate swap contracts — 102 102

March 1, 2025

February 28, 2026

Money market funds $ 31,662 $ — $ 31,662

Municipal bonds — 14,918 14,918

Foreign currency option contract — 29 29

Interest rate swap contracts — 539 539

Aluminum hedging contract — 401 401

Interest rate swap contracts — 701 701

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.

The Credit Agreement provides for an unsecured senior credit facility in an aggregate principal amount of up to $ 700.0 million, in which commitments were made through a $ 450.0 million, five-year revolving credit facility and a committed $ 250.0 million delayed draw term loan facility.

Money market funds

Fair value of money market funds was determined based on quoted prices for identical assets in active markets.

These assets are included within cash and cash equivalents on our Consolidated Balance Sheets.

Municipal bonds

Municipal bonds were measured at fair value based on market prices from recent trades of similar securities and are classified within our Consolidated Balance Sheets as other current or other non-current assets based on maturity date.

Derivative instruments

The interest rate swaps are measured at fair value using other observable market inputs, based off benchmark interest rates.

Forward foreign exchange and forward purchase aluminum contracts are measured at fair value using other observable market inputs, such as quotations on forward foreign exchange points, foreign currency exchange rates and forward purchase aluminum prices.

Derivative positions are primarily valued using standard calculations and models that use as their basis readily observable market parameters.

Industry standard data providers are our primary source for forward and spot rate information for interest and currency rates and aluminum prices.

Nonrecurring fair value measurements

We measure certain long‑lived assets — including goodwill, intangible assets, property and equipment, and right‑of‑use lease assets — at fair value on a nonrecurring basis when indicators of impairment are present.

These assets, initially recorded at fair value upon acquisition or purchase, are evaluated periodically, and if impairment indicators exist, we compare their carrying values to their estimated fair values and recognize an impairment charge for any excess carrying value.

See Note 1 for further information on impairment of long-lived assets.

We are party to a Credit Agreement (the Credit Agreement) with Bank of America, N.A., as administrative agent, and other lenders.

The Credit Agreement provides for an unsecured senior credit facility in an aggregate principal amount of up to $ 700.0 million, in which commitments were made through a $ 450.0 million, five-year floating rate revolving credit facility and a committed $ 250.0 million delayed draw term loan facility.

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

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

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 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 29, 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).

At May 30, 2026, we were in compliance with all covenants as defined under the terms of the Credit Agreement.

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 a margin based on the Consolidated Leverage Ratio (as defined in the Credit Agreement).

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

For Term SOFR and CORRA borrowings, the margin ranges from 1.25 % to 1.75 %, with an incremental Term SOFR and CORRA adjustment of 0.10 % and 0.29547 %, respectively.

The Credit Agreement also contains an “accordion” provision.

Under this provision, we can request that the senior credit facility be increased by unlimited additional amounts.

Any lender may elect or decline to participate in the requested increase at their sole discretion.

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 November 29, 2025.

Outstanding borrowings under the revolving credit facility were $ 40.0 million as of November 29, 2025.

At November 29, 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 2027 and reduce borrowing capacity under the revolving credit facility.

As of November 29, 2025, the amount available for revolving borrowings was $ 407.4 million.

The fair value of our senior credit facility approximated carrying value at November 29, 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 Nine Months Ended

(In thousands) November 29, 2025 November 30, 2024 November 29, 2025 November 30, 2024

Outstanding borrowings under the term loan facility and current floating rate revolving facility were $ 209.4 million and $ 28.0 million, respectively, as of May 30, 2026.

At May 30, 2026, 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 2027 and reduce borrowing capacity under the floating rate revolving credit facility to an amount of $ 419.4 million.

Interest payments under the credit facilities were $ 3.0 million and $ 4.5 million for the three months ended May 30, 2026 and May 31, 2025, respectively.

The weighted average interest rates on borrowings outstanding, inclusive of the impact of our interest rate swaps as of May 30, 2026, and February 28, 2026, were 4.43 % and 4.44 %, respectively.

Three Months Ended

(In thousands) May 30, 2026 May 31, 2025

Interest on debt $ 3,051 $ 4,483

Interest rate swap gain ( 242 ) ( 223 ) ( 555 ) ( 695 )

Interest rate swap expense (gain) 85 ( 181 )

Other interest expense 192 115

2 unchanged sentences

$ 2,834 $ 3,846

Interest payments under the credit facilities were $ 13.2 million and $ 3.5 million for the nine months ended November 29, 2025 and November 30, 2024, respectively.

The weighted average interest rates on borrowings outstanding, inclusive of the impact of our interest rate swaps as of November 29, 2025, and March 1, 2025, were 3.16 % and 4.32 %, respectively.

The fair value of our senior credit facility approximated carrying value at May 30, 2026, 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.

Commitments and Contingent Liabilities

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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 November 29, 2025, $ 1.2 billion of these types of bonds were outstanding, of which $ 253.0 million is in our backlog.

At May 30, 2026, $ 1.1 billion of these types of bonds were outstanding, of which $ 239.8 million is in our backlog.

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

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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 29, 2025

Three Months Ended

(In thousands) May 30, 2026

Beginning balance $ 12,903

Credits against costs and expenses ( 1,044 )

Additional provision 1,399

Claims paid ( 1,391 )

Ending balance $ 12,911

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.

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

Letters of credit

At November 29, 2025, we had $ 2.6 million of ongoing letters of credit as discussed in Note 5.

At May 30, 2026, 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 $ 16.4 million as of November 29, 2025.

New Markets Tax Credit (NMTC) transactions

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

During the third quarter ended November 29, 2025, the final remaining NMTC transaction was settled and, as a result, a $ 2.1 million benefit was recorded in other (income) expense, net.

When these transactions were initiated, the proceeds received from investors were included within other current liabilities in our consolidated balance sheets.

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

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

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

These costs were recognized in conjunction with the recognition of the related proceeds as settled.

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

As a result of the structure of these transactions, a variable-interest entity was created.

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

Purchase obligations for raw material commitments and capital expenditures totaled $ 14.9 million as of May 30, 2026.

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

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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 $ 20.0 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.

One such claim was resolved and paid during the first quarter of fiscal 2026, resulting in a payment of $ 24.7 million, which was reserved for during fiscal 2025.

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

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We have no economic interest in the supplier’s decision to participate in the supplier financing program, and we do not provide any guarantees in connection with it.

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 for the nine months ended November 29, 2025, that we have confirmed as valid to the administrators of our program:

(In thousands) November 29, 2025

The balances owed are reflected in accounts payable in the Consolidated Balance Sheets and are reflected in operating activities in our Consolidated Statements of Cash Flows when settled.

The following table summarizes the obligation activity and outstanding balance for the three months ended May 30, 2026, that we have confirmed as valid to the administrators of our program:

(In thousands) May 30, 2026

Balance at beginning of period $ 7,857

3 unchanged sentences

Shareholders' Equity

We paid dividends totaling $ 16.6 million ($ 0.78 per share) in the first nine months of fiscal 2026, compared to dividends paid of $ 16.2 million ($ 0.75 per share) in the comparable prior year period.

We paid dividends totaling $ 5.6 million ($ 0.27 per share) in the first three months of fiscal 2027, compared to dividends paid of $ 5.5 million ($ 0.26 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 29, 2025, we did not repurchase shares under the program.

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

During the three months ended May 30, 2026, we repurchased 269,500 shares under the program, for a total of $ 9.7 million.

No shares were repurchased during the three months ended May 31, 2025.

We have repurchased a total of 12,721,289 shares, at a total cost of $ 463.1 million, since the inception of this program in fiscal 2004.

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Additionally, shares withheld from the vesting of restricted awards, or the settlement of performance-based awards, are treated as purchases and retirements, and are included within other, net in the financing activities section in the Consolidated Statement of Cash Flows.

The Company maintains a Junior Preferred Stock plan, under which 200,000 shares of $ 1.00 par value junior preferred stock are authorized, with zero shares issued and outstanding as of May 30, 2026.

Share-Based Compensation

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.

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 nine months ended November 29, 2025, along with the weighted average grant date fair value:

We have a 2019 Stock Incentive Plan and a 2019 Non-Employee Director Stock Plan (the Plans) that provide for the issuance of 2,150,000 and 300,000 shares, respectively, for various forms of stock-based compensation to employees and non-employee directors.

Awards under these Plans may be in the form of incentive stock options (to employees only), non-statutory options, stock-settled stock appreciation rights (SARs), restricted stock awards, or

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.

The table below sets forth the number of stock-based compensation awards granted during the three months ended May 30, 2026, along with the weighted average grant date fair value:

Awards Number of Awards Weighted Average Grant Date Fair Value

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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 $ 3.8 million and $ 2.4 million for the three months ended November 29, 2025, and November 30, 2024, respectively and $ 6.6 million and $ 8.1 million for the nine months ended November 29, 2025, and November 30, 2024, respectively.

On October 31, 2025, the Company announced the separation of its Chief Executive Officer.

In connection with this separation agreement, the Board of Directors approved the accelerated vesting of certain outstanding unvested restricted stock awards and performance share unit awards previously granted.

As a result of this modification, the Company recognized incremental stock-based compensation expense of $ 2.1 million during the third quarter of fiscal 2026, representing the fair value of the awards that would have otherwise vested over the remaining service periods.

This amount is included in SG&A expenses in the Consolidated Results of Operations.

At November 29, 2025, there was $ 9.4 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 2.0 years.

The total fair value of shares vested during the nine months ended November 29, 2025, was $ 12.4 million.

We file income tax returns in the U.S.

federal jurisdiction, various U.S.

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

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

federal examination for fiscal 2023.

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

state jurisdictions or international jurisdictions.

For interim periods, 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 29, 2025, income tax expense as a percentage of earnings before income tax was 31.4 %, compared to 24.1 % for the same period last year.

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

For the nine months ended November 29, 2025, income tax expense as a percentage of earnings before income tax was 31.1 % compared to 24.8 % for the same period last year.

The increase in the effective tax rate was primarily driven by tax expenses on discrete items.

The total liability for unrecognized tax benefits was $ 5.9 million at November 29, 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 earnings before interest, taxes, depreciation and amortization (EBITDA).

These provisions did not have a material effect on the Company’s effective tax rate for the nine-month period ended November 29, 2025.

We recorded share-based compensation expense, in which we account for any forfeitures as they occur, as follows:

(In thousands) May 30,

Restricted stock awards and restricted stock units $ 2,082 $ 1,588

Performance share units 227 712

Share-based compensation expense

$ 2,309 $ 2,300

At May 30, 2026, there was $ 14.9 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 2.1 years.

The total fair value of shares vested during the three months ended May 30, 2026, was $ 3.0 million.

The Company files income tax returns in the U.S.

(federal and certain states), Canada, Brazil and other international jurisdictions and is generally subject to limited audit activity.

The Internal Revenue Service is in the process of conducting a U.S.

federal examination for fiscal year 2023.

The effective tax rate for the three months ended May 30, 2026 was 27.6 %, compared to 211.9 % for the same period last year.

In the prior year-quarter, pretax income was low, resulting in a disproportionately high effective tax rate due to the impact of unfavorable discrete tax items.

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 Nine Months Ended

(In thousands) November 29, 2025 November 30, 2024 November 29, 2025 November 30, 2024

Net earnings $ 16,549 $ 20,989 $ 37,511 $ 82,566

Basic earnings per share is computed by dividing net earnings by the weighted average number of common shares outstanding.

Diluted earnings per share is computed by dividing net earnings by the weighted average number of common shares outstanding, including the dilutive effects of stock options, SARs and nonvested shares.

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

Three Months Ended

(In thousands) May 30, 2026 May 31, 2025

Basic earnings per share – weighted average common shares outstanding 21,045 21,338

Weighted average effect of nonvested share grants and assumed exercise of stock options 267 —

Diluted earnings per share – weighted average common shares and potential common shares outstanding 21,592 21,917 21,568 21,937

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) 213 1 213 18

Earnings per share:

$ 0.78 $ 0.96 $ 1.76 $ 3.79

$ 0.77 $ 0.96 $ 1.74 $ 3.76

Diluted earnings (loss) per share – weighted average common shares and potential common shares outstanding 21,312 21,338

Stock awards excluded from the calculation of earnings (loss) per share because the effect was anti-dilutive (award price greater than average market price of the shares) 343 224

Business Segment Data

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

The CODM utilizes net sales and adjusted 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, 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.

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

The CODM utilizes segment net sales and adjusted 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, adjusted other expense, net, adjusted 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 of the segment including sales related to intersegment transactions.

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

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.

Three Months Ended November 29, 2025

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

Net sales $ 124,245 $ 105,166 $ 66,172 $ 52,980 $ 348,563

Intersegment net sales 188 — 4,680 — 4,868

Total segment net sales 124,433 105,166 70,852 52,980 353,431

Adjusted cost of sales (1)

( 89,437 ) ( 86,747 ) ( 52,307 ) ( 35,776 ) ( 264,267 )

Adjusted SG&A (2)

( 21,908 ) ( 9,030 ) ( 10,378 ) ( 9,196 ) ( 50,512 )

Adjusted other expense, net (3)

— — ( 12 ) — ( 12 )

Adjusted depreciation and amortization 3,662 809 3,379 3,913 11,763

Adjusted EBITDA $ 16,750 $ 10,198 $ 11,534 $ 11,921 $ 50,403

Three Months Ended November 30, 2024

Three Months Ended May 30, 2026

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

Net sales $ 138,019 $ 104,921 $ 65,208 $ 33,196 $ 341,344

Net sales to external customers $ 122,434 $ 115,237 $ 60,689 $ 44,324 $ 342,684

Intersegment net sales 9 — 7,023 — 7,032

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Adjusted other expense, net — — ( 56 ) — ( 56 )

— — ( 6 ) — ( 6 )

Adjusted depreciation and amortization 3,554 798 3,499 3,950 11,801

Adjusted EBITDA $ 13,699 $ 6,137 $ 5,894 $ 6,577 $ 32,307

Nine Months Ended November 29, 2025

Three Months Ended May 31, 2025

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

Net sales $ 393,763 $ 312,161 $ 203,835 $ 143,620 $ 1,053,379

Net sales to external customers $ 128,596 $ 106,505 $ 69,271 $ 42,250 $ 346,622

Intersegment net sales 28 — 4,002 — 4,030

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Adjusted other expense, net — — ( 58 ) — ( 58 )

— — ( 77 ) — ( 77 )

Adjusted 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

Nine Months Ended November 30, 2024

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

Net sales $ 412,469 $ 301,966 $ 226,633 $ 74,232 $ 1,015,300

Intersegment net sales 92 — 20,407 — 20,499

Total segment net sales 412,561 301,966 247,040 74,232 1,035,799

Adjusted cost of sales (1)

( 287,846 ) ( 246,622 ) ( 167,058 ) ( 46,583 ) ( 748,109 )

Adjusted SG&A (2)

( 73,773 ) ( 34,320 ) ( 31,706 ) ( 12,837 ) ( 152,636 )

Adjusted other income, net (3)

— — 116 — 116

Adjusted depreciation and amortization 12,609 2,887 9,158 4,046 28,700

Adjusted EBITDA $ 63,551 $ 23,911 $ 57,551 $ 18,858 $ 163,871

Adjusted cost of sales excludes $ 0.1 million and $ 3.4 million related to acquisition and restructuring expense, respectively, for the three months ended November 29, 2025, and excludes $ 0.5 million and $ 13.3 million related to acquisition and restructuring expense, respectively, for the nine months ended November 29, 2025.

Adjusted cost of sales excludes $ 0.1 million of income and $ 1.3 million of expense related to restructuring for the three and nine months ended November 30, 2024, respectively.

For the three and nine months ended November 30, 2024, adjusted cost of sales excludes $ 0.4 million related to acquisition expense.

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

(2) Adjusted SG&A expense excludes $ 0.2 million and $ 1.0 million related to acquisition and restructuring expense, respectively, for the three months ended November 29, 2025, and excludes $ 1.2 million and $ 6.9 million related to acquisition and restructuring expense, respectively, for the nine months ended November 29, 2025.

Adjusted SG&A expense excludes $ 0.3 million and $ 1.0 million related to restructuring expense for the three and nine months ended November 30, 2024, respectively.

For the three and nine months ended November 30, 2024, adjusted SG&A excludes $ 0.9 million related to acquisition expense.

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

Adjusted other income, net excludes $ 2.1 million and $ 6.7 million of NMTC gain recognized for the three and nine months ended November 29, 2025, respectively.

Adjusted cost of sales excludes $ 6.9 million related to acquisition and restructuring expense for the three months ended May 31, 2025.

(2) Adjusted SG&A expense excludes $ 5.8 million related to acquisition and restructuring expense for the three months ended May 31, 2025.

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

Three Months Ended Nine Months Ended

(In thousands) November 29,

2025 November 30,

2024 November 29,

2025 November 30,

Three Months Ended

(In thousands) May 30,

Segment adjusted EBITDA $ 32,307 $ 36,809

Corporate and Other expenses (1)

Segment acquisition-related costs (1)

( 962 ) ( 5,129 )

Segment acquisition-related costs (2)

Segment restructuring costs (3)

( 4,401 ) ( 125 ) ( 20,233 ) ( 2,296 )

Depreciation and amortization ( 12,579 ) ( 12,436 )

Other income (3)

2,143 — 6,740 —

Interest expense, net ( 2,834 ) ( 3,846 )

Income tax expense ( 4,397 ) ( 5,091 )

Net earnings $ 16,549 $ 20,989 $ 37,511 $ 82,566

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 $ 2.1 million and $ 6.7 million of NMTC gain recognized for the three and nine months ended November 29, 2025, respectively.

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

UW Solutions is a U.S.

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 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.

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

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

During the three-month period ended November 29, 2025, we incurred integration costs associated with the acquisition of $ 0.3 million, of which $ 0.1 million and $ 0.2 million are included in cost of sales and SG&A, respectively, within our Consolidated Results of Operations.

During the nine-month period ended November 29, 2025, we incurred integration costs associated with the acquisition of $ 2.0 million, of which $ 0.5 million and $ 1.5 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.

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.

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

(In thousands)

Cash and cash equivalents $ 8,703

Receivables, net 12,427

Inventories, net 17,903

Other current assets 1,122

Property, plant and equipment 26,563

Operating lease right-of-use assets 14,189

Goodwill 107,826

Intangible assets, net 79,679

Other non-current assets 166

Total Assets $ 268,578

Accounts payable 5,126

Accrued compensation and benefits 6,900

Operating lease liabilities 1,259

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-month period ended on November 29, 2025, was $ 27.9 million of net sales and $ 0.3 million of net income, and for the nine-month period ended on November 29, 2025, was $ 74.8 million of net sales and $ 1.8 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.

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)

(Unaudited) Three Months Ended Nine Months Ended

November 30, 2024 November 30, 2024

Net sales $ 359,904 $ 1,077,941

Net earnings 20,456 72,150

Earnings per share:

Basic $ 0.94 $ 3.31

Diluted $ 0.93 $ 3.29

The three-month period ended November 30, 2024, includes $ 0.6 million of non-recurring integration costs in the three-month proforma period.

Nonrecurring charges of $ 4.4 million of transaction costs, $ 2.3 million of integration costs, $ 2.3 million of amortization of acquired backlog, and $ 1.5 million of inventory step-up expense are included in the nine-month period ended November 30, 2024, and are included in the nine-month proforma period ended November 30, 2024.

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.

Net earnings (loss) $ 11,535 $ ( 2,688 )

Includes $ 0.8 million in acquisition related costs incurred at Corporate for the pending Keller Companies, Inc.

acquisition in the three months ended May 30, 2026.

Includes $ 2.6 million of restructuring costs in the three months ended May 31, 2025.

(2) Acquisition-related costs incurred to integrate the UW Solutions acquisition.

(3) Segment restructuring charges related to Project Fortify Phase 2.

Restructuring

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.

• Transferring production operations from the Company’s facility in Walker, Michigan, to the Company’s facilities in Monett, Missouri and Wausau, Wisconsin.

• 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 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 .

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 $ 28 million to $ 29 million of pre-tax charges associated with Phase 2.

The total charges are expected to include the following:

• $ 15 million to $ 16 million of severance and employee related costs;

• $ 5 million to $ 6 million of contract termination costs;

• $ 7 million to $ 8 million of other expenses.

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 $ 25 million to $ 26 million.

During the third quarter of fiscal 2026, we incurred $ 5.1 million of pre-tax costs associated with Phase 2, of which $ 3.5 million is included in cost of sales and $ 1.6 million is included within SG&A.

During the first nine months of fiscal 2026, we incurred $ 23.6 million of pre-tax costs associated with Phase 2, of which, $ 13.4 million is included in cost of sales and $ 10.2 million is included within SG&A.

For the nine months ended November 29, 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 November 29, 2025, and November 30, 2024, respectively.

(In thousands) Architectural Metals

Architectural Services Corporate and Other

November 29, 2025

Termination benefits $ 1,887 $ 181 $ 637 $ 2,705

Contract termination costs 597 1,662 — 2,259

Other restructuring charges 53 21 42 116

Total restructuring charges $ 2,537 $ 1,864 $ 679 $ 5,080

November 30, 2024

Termination benefits $ 387 $ ( 764 ) $ 787 $ 410

Other restructuring charges 455 47 — 502

Total restructuring charges $ 842 $ ( 717 ) $ 787 $ 912

The table below reflects the pretax impact of Project Fortify for the nine months ended November 29, 2025, and November 30, 2024, respectively.

Project Fortify, announced in the fourth quarter of fiscal 2024, was a restructuring program designed to streamline operations, improve cost efficiency, and enhance the Company’s operating model, primarily within the Architectural Metals Segment.

The program also included process and resource optimization within the Architectural Services Segment and Corporate and Other and was completed in the fourth quarter of fiscal 2025.

A second phase of Project Fortify (Phase 2) was announced on April 23, 2025, focused on driving additional cost efficiencies and further optimizing the Company’s operating footprint and resource alignment.

The actions associated with Phase 2 were substantially completed in the fourth quarter of fiscal 2026, and therefore no further activity occurred during the first quarter of fiscal 2027.

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 was included in cost of sales and $ 8.4 million was 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 quarter ended May 31, 2025.

(In thousands) Architectural Metals

Architectural Services Corporate and Other

November 29, 2025

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

Contract termination costs 1,399 3,594 — 4,993

Other restructuring charges 666 5,300 2,632 8,598

Total restructuring charges $ 1,471 $ 11,247 $ 2,632 $ 15,350

November 30, 2024

Termination benefits $ 960 $ ( 592 ) $ 917 $ 1,285

Contract termination costs 108 — — 108

Other restructuring charges 1,687 133 — 1,820

Total restructuring charges $ 2,755 $ ( 459 ) $ 917 $ 3,213

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.

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

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

Restructuring expense 3,446 5,980 3,320 12,746

Balance at February 28, 2026 $ 3,581 $ 2,311 $ 1,082 $ 6,974

Payments ( 1,151 ) ( 124 ) ( 675 ) ( 1,950 )

Balance at November 29, 2025 $ 2,802 $ 3,360 $ 3,232 $ 9,394

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.

Other adjustments ( 136 ) 12 — ( 124 )

Balance at May 30, 2026 $ 2,294 $ 2,199 $ 407 $ 4,900

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