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Item 2. Management’s Discussion and Analysis

2026-06-30 compared with 2026-01-07 · 140 added, 337 removed, 90 unchanged (84% of the section changed)

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Accordingly, we wish to caution investors that any forward-looking statements made by or on behalf of the Company are subject to uncertainties and other factors that could cause actual results to differ materially from such statements.

These uncertainties and other risk factors include, but are not limited to, the risks and uncertainties set forth under “Risk Factors” section of our Annual Report on Form 10-K for the year ended March 1, 2025, and in subsequent filings with the U.S.

These uncertainties and other risk factors include, but are not limited to, the risks and uncertainties set forth under “Risk Factors” section of our Annual Report on Form 10-K for the year ended February 28, 2026, and in subsequent filings with the U.S.

Securities and Exchange Commission, including this Quarterly Report on Form 10-Q.

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We undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Non-GAAP Measures

We have included in this report measures of financial performance that are not defined by U.S.

We believe that these measures provide useful information and include these measures in other communications to investors.

For each of these non-GAAP financial measures, we provide a reconciliation of the differences between the non-GAAP measure and the most directly comparable U.S.

GAAP measure (see “Reconciliation of Non-GAAP Financial Measures” in this Item 2 below), and an explanation of why we believe the non-GAAP measure provides useful information to management and investors.

These non-GAAP measures should be viewed in addition to, and not in lieu of, the comparable U.S.

GAAP measure.

We are a leading provider of architectural products and services for enclosing buildings, and high-performance coating products used in applications for preservation, protection and enhanced viewing.

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Our enterprise strategy is based on the following three key elements:

Become the economic leader in our target markets.

We have developed a deep understanding of our target markets and aligned our businesses with clear go-to-market strategies to drive value for our customers through differentiated product and service offerings.

We are focused on operational execution, driving productivity improvements, and maintaining a competitive cost structure, so that we may bring more value to our customers and improve our own profitability.

Actively manage our portfolio to drive higher margins and returns.

We are shifting our business mix toward higher operating margin offerings in order to improve our return on invested capital performance.

We accomplish this by allocating resources to grow our top performing businesses, actively addressing underperforming businesses, and investing to add new differentiated product and service offerings to accelerate our growth and increase margins.

We continually analyze our current portfolio of products, services, and capabilities to identify the best areas for future profitable growth.

We also evaluate inorganic opportunities where we can deploy capital to acquire businesses that will be accretive to our long-term growth rate and operating margins.

Strengthen our core capabilities.

We are shifting from our historical, decentralized operating model to one with center-led functional expertise that enables us to leverage the scale of the enterprise to better support the needs of the business.

We have established a Company-wide operating system with common tools and processes based on the foundation of Lean and Continuous Improvement, which we call the “Apogee Management System.” Our strategy is

supported by a robust talent management program and a commitment to strong governance to ensure compliance and drive sustainable performance.

Accelerate Leadership in Target Markets.

We intend to enhance our position in targeted end markets by differentiating through deep customer focus and insight, using an informed understanding of customer needs to shape our offerings and delivery models.

By aligning our capabilities, investments, and operating approach around this customer‑focused strategy, we believe we will be better positioned to differentiate, compete effectively, and strengthen our position in the markets we serve.

Grow and Strengthen the Portfolio.

We seek to grow and strengthen our portfolio through disciplined organic and inorganic investments in differentiated solutions that align with evolving customer needs.

By prioritizing opportunities that enhance our competitive positioning and directly address customer challenges, we will reinforce our disciplined approach to portfolio growth and improvement.

Advance Core Capabilities.

We expect to advance core capabilities by fostering a culture of continuous improvement grounded in operational excellence, talent development, and disciplined process execution.

Through targeted investments in people, systems, and technology, we will strengthen our ability to deliver consistent performance and enhance the customer experience across the organization.

Recent Developments

On April 23, 2025, we announced an extension of Project Fortify ("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 the actions of Phase 2 to incur approximately $28 million to $29 million of pre-tax charges.

Phase 2 is expected to deliver annualized pre-tax cost savings of approximately $25 million to $26 million.

We expect the actions associated with Phase 2 to be substantially completed by the end of the fourth quarter of fiscal 2026.

See Note 14 for additional information.

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.

The following selected financial data should be read in conjunction with the Company’s Form 10-K for the year ended March 1, 2025, and the consolidated financial statements, including the notes to consolidated financial statements, included therein.

On May 27, 2026, we entered into a definitive agreement to acquire Keller Companies, Inc.

(“KCI”), the controlling shareholder of Kalwall Corporation and Structures Unlimited Inc., for approximately $105 million in cash, subject to certain customary purchase price adjustments.

The sellers may also receive up to $10 million in additional earn‑out consideration based on achieving certain financial objectives as defined in the agreement.

We expect to fund the transaction with cash on hand and borrowings under our existing credit facility, and closing is anticipated in early July, subject to customary conditions.

Upon closing, the acquired business is expected to be integrated into our Architectural Glass Segment and its results will be included in our consolidated results of operations from the date of acquisition.

The following selected financial data should be read in conjunction with the Company’s Form 10-K for the year ended February 28, 2026, and the consolidated financial statements, including the notes to consolidated financial statements, included therein.

Results of Operations

The following tables provide various components of operations as year over year U.S.

dollar and percentage change, as well as a percentage of net sales.

The following is a discussion of our financial condition and results of operations during the three months ended May 30, 2026 and the three months ended May 31, 2025.

Three Months Ended % of Net Sales

(in thousands, except percentages) November 29, 2025 November 30, 2024 November 29, 2025 November 30, 2024

Net sales $ 348,563 $ 341,344 100.0 % 100.0 %

Cost of sales 265,571 252,195 76.2 % 73.9 %

Gross profit 82,992 89,149 23.8 % 26.1 %

Selling, general and administrative expenses 58,113 60,520 16.7 % 17.7 %

Operating income 24,879 28,629 7.1 % 8.4 %

Interest expense, net 3,227 1,044 0.9 % 0.3 %

Other income, net (2,458) (60) (0.7) % — %

Earnings before income taxes 24,110 27,645 6.9 % 8.1 %

Income tax expense 7,561 6,656 2.2 % 1.9 %

Net earnings $ 16,549 $ 20,989 4.7 % 6.1 %

Effective tax rate 31.4 % 24.1 %

Nine Months Ended % of Net Sales

(in thousands, except percentages) November 29, 2025 November 30, 2024 November 29, 2025 November 30, 2024

(in thousands, except percentages) May 30, 2026 May 31, 2025 May 30, 2026 May 31, 2025

Net sales $ 342,684 $ 346,622 100.0 % 100.0 %

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Interest expense, net 2,834 3,846 0.8 % 1.1 %

Other income, net (6,916) (493) (0.7) % — %

Other expense, net 73 682 — % 0.2 %

Earnings before income taxes 15,932 2,403 4.6 % 0.7 %

Income tax expense 4,397 5,091 1.3 % 1.5 %

Net earnings $ 37,511 $ 82,566 3.6 % 8.1 %

Net earnings (loss) $ 11,535 $ (2,688) 3.4 % (0.8) %

Effective tax rate 27.6 % 211.9 %

Comparison of Third Quarter Fiscal 2026 to Third Quarter Fiscal 2025

• Consolidated net sales increased 2.1%, to $348.6 million, driven by $18.4 million of inorganic sales contribution from the acquisition of UW Solutions and favorable product mix, partially offset by lower volume.

• Gross margin decreased to 23.8%, compared to 26.1%, primarily due to impact of lower volume and price, higher aluminum, restructuring and health insurance costs, partially offset by lower incentive compensation expense.

• SG&A expense as a percent of net sales decreased to 16.7%, compared to 17.7%.

The decrease was primarily due to lower acquisition-related costs and lower incentive compensation expense, partially offset by higher amortization expense related to the UW Solutions acquisition and incremental stock-based compensation expense related to CEO transition costs.

• Operating income declined to $24.9 million from $28.6 million, and operating margin decreased 130 basis points to 7.1%.

• Adjusted EBITDA increased to $46.1 million compared to $45.8 million and adjusted EBITDA margin decreased to 13.2% compared to 13.4%.

The decrease in adjusted EBITDA margin was primarily driven by lower volume and price, higher aluminum and health insurance costs, partially offset by lower incentive compensation expense and benefits from cost savings related to Project Fortify Phase 2.

• Interest expense increased to $3.2 million, primarily due to a higher average debt balance resulting from the acquisition of UW Solutions in November 2024.

• Other income was $2.5 million compared to $0.1 million.

The change was due to a $2.1 million gain related to a New Markets Tax Credit recognized in the current period.

Non-GAAP Measures

Adjusted EBITDA $ 32,115 $ 34,384 9.4 % 9.9 %

Adjusted net earnings $ 12,117 $ 11,850 3.5 % 3.4 %

Comparison of First Quarter Fiscal 2027 to First Quarter Fiscal 2026

• Consolidated net sales decreased 1.1%, to $342.7 million, driven by lower volume within our Architectural Metals and Glass Segments, partially offset by volume improvement within our Architectural Services Segment.

Improved pricing and mix within the Architectural Metals Segment offset part of the volume decline.

• Gross margin increased 20 basis to 21.9%, compared to 21.7%, primarily due to price, productivity improvements including savings from Project Fortify Phase 2, and favorable mix, partially offset by higher material and freight costs and impacts from lower volume.

• Selling, general, and administrative (SG&A) expense as a percent of net sales decreased to 16.4%, compared to 19.7%.

This improvement was primarily driven by the benefits from cost savings included in Project Fortify Phase 2.

• Operating income increased to $18.8 million from $6.9 million, and operating margin increased 350 basis points to 5.5%.

• Interest expense decreased to $2.8 million, due to a lower average debt balance in the first quarter of fiscal 2027 compared to the prior year.

• Other expense was $0.1 million compared to $0.7 million due to a decline in value of company-owned life insurance assets.

• Income tax expense as a percentage of earnings before income tax was 27.6%, compared to 211.9%.

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

• Net earnings were $16.5 million compared to $21.0 million.

Comparison of First Nine Months Fiscal 2026 to First Nine Months Fiscal 2025

• Consolidated net sales increased 3.8%, to $1.1 billion, primarily driven by $65.3 million of inorganic sales contribution from the acquisition of UW Solutions.

This was partially offset by lower volume and price as a result of lower demand.

• Gross margin decreased to 22.9%, compared to 28.1%, primarily due to lower price and volume, higher aluminum, restructuring and health insurance costs, partially offset by lower incentive compensation expenses.

• SG&A expenses as a percent of net sales increased to 17.3%, compared to 17.1%.

The increase was primarily due to increased restructuring charges related to Project Fortify Phase 2, increased amortization expense associated with the UW Solutions transaction and incremental stock-based compensation expense related to CEO transition costs, partially offset by lower transaction-related costs and lower incentive compensation expense.

• Operating income declined to $58.7 million from $112.0 million, and operating margin decreased 540 basis points to 5.6%.

The decline in the effective tax rate was primarily due to generating greater earnings before income taxes compared to the first quarter of last year.

• Net earnings were $11.5 million compared to net loss of $2.7 million.

• Adjusted EBITDA decreased to $32.1 million, compared to $34.4 million, and adjusted EBITDA margin decreased to 9.4%, compared to 9.9%.

The decrease in adjusted EBITDA margin was primarily driven by lower price and volume, higher material and health insurance costs, partially offset by lower incentive compensation expense and cost savings as a result of Project Fortify Phase 2.

• Interest expense, net increased to $11.1 million, primarily due to a higher average debt balance resulting from the acquisition of UW Solutions.

• Other income was $6.9 million compared to $0.5 million.

The change was driven by a $6.7 million gain from New Markets Tax Credits.

• 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 due to increases in tax expense for discrete items.

• Net earnings were $37.5 million compared to $82.6 million.

The decrease in adjusted EBITDA margin was primarily driven by higher material and freight costs and the impacts from lower volume, partially offset by productivity improvements and benefits from cost savings of Fortify Phase 2.

• Adjusted net earnings were $12.1 million compared to $11.9 million.

Use and Reconciliation of Non-GAAP Financial Measures

In addition to reporting financial results in accordance with U.S.

GAAP, we also provide certain non-GAAP financial measures.

These measures are not in accordance with, nor are they a substitute for U.S.

GAAP measures, and may not be comparable to similarly titled measures used by other companies.

Management uses non-GAAP measures to evaluate the Company’s historical and prospective financial performance, measure operational profitability on a consistent basis, as a factor in determining executive compensation, and to provide enhanced transparency to the investment community.

For each of these non-GAAP measures, we provide a reconciliation between the non-GAAP measure and the most directly comparable U.S.

GAAP measure, and an explanation of why we believe the non-GAAP measure provides useful information to management and investors.

Non-GAAP measures include:

• Adjusted net earnings and adjusted earnings per diluted share (adjusted diluted EPS), used by the Company to provide meaningful supplemental information about its operating performance by excluding amounts that are not considered part of core operating results, to enhance comparability from period-to-period.

• Adjusted EBITDA, defined as adjusted net earnings before interest, taxes, depreciation, and amortization, and adjusted EBITDA margin, defined as adjusted EBITDA as a percentage of net sales.

We use adjusted EBITDA and adjusted EBITDA margin 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.

Apogee Enterprises, Inc.

Reconciliation of Non-GAAP Financial Measures

Adjusted EBITDA and Adjusted EBITDA Margin

Three Months Ended May 30, 2026

(In thousands) Architectural Metals Architectural Services Architectural Glass Performance Surfaces Corporate and Other Consolidated

Net earnings (loss) $ 9,759 $ 5,372 $ 2,496 $ 2,628 $ (8,720) $ 11,535

Interest expense (income), net 386 (33) (172) — 2,653 2,834

Income tax expense 71 4,326 4,397

Depreciation and amortization 3,554 798 3,499 3,950 778 12,579

EBITDA 13,699 6,137 5,894 6,578 (963) 31,345

Acquisition-related costs (1)

— — — — 770 770

Adjusted EBITDA $ 13,699 $ 6,137 $ 5,894 $ 6,578 $ (193) $ 32,115

EBITDA margin 11.2 % 5.3 % 8.7 % 14.8 % N/M 9.1 %

Adjusted EBITDA margin 11.2 % 5.3 % 8.7 % 14.8 % N/M 9.4 %

Three Months Ended May 31, 2025

(In thousands) Architectural Metals Architectural Services Architectural Glass Performance Surfaces Corporate and Other Consolidated

Net earnings (loss) $ 3,669 $ (6,193) $ 10,202 $ 4,132 $ (14,498) $ (2,688)

Interest expense (income), net 457 (52) (145) — 3,586 3,846

Income tax expense (44) (8) 90 — 5,053 5,091

Depreciation and amortization 3,813 1,072 3,270 3,550 731 12,436

EBITDA 7,895 (5,181) 13,417 7,682 (5,128) 18,685

Acquisition-related costs (1)

— — — 277 72 349

Restructuring costs (2)

1,471 11,248 — — 2,631 15,350

Adjusted EBITDA $ 9,366 $ 6,067 $ 13,417 $ 7,959 $ (2,425) $ 34,384

EBITDA margin 6.1 % (4.9) % 18.3 % 18.2 % (1.5) % 5.4 %

Adjusted EBITDA margin 7.3 % 5.7 % 18.3 % 18.8 % (0.7) % 9.9 %

Acquisition-related costs associated with the pending Keller Companies, Inc.

acquisition in fiscal 2027 and UW Solutions acquisition in fiscal 2026, respectively, which management does not consider reflective of core operating performance for the periods presented.

Restructuring costs related to Project Fortify Phase 2, including $7.4 million of asset impairment charges in fiscal 2026.

Reconciliation of Non-GAAP Financial Measures

Adjusted Net Earnings

Three Months Ended

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

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

Acquisition-related costs (1)

Restructuring costs (2)

Income tax impact on above adjustments (3)

(188) (1,161)

Adjusted net earnings $ 12,117 $ 11,850

Acquisition-related costs associated with the pending Keller Companies, Inc.

acquisition in fiscal 2027 and UW Solutions acquisition in fiscal 2026, respectively, which management does not consider reflective of core operating performance for the periods presented.

Restructuring costs related to Project Fortify Phase 2, including $7.4 million of asset impairment charges in fiscal 2026.

(3) Income tax impact reflects the estimated blended statutory tax rate for the jurisdictions in which the charge or income occurred.

Segment Analysis

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.

We evaluate the performance of our segments based on segment net sales and adjusted EBITDA.

Our CEO is our CODM.

The CODM uses these measurements 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.

The segment measurements provided to, and evaluated by, the CODM are described in Note 12 of our unaudited condensed consolidated financial statements.

Disclosures related to our business segments are included in Note 12 of our Consolidated Financial Statements.

We manage our business in four reportable segments:

Architectural Metals, Architectural Services, Architectural Glass and Performance Surfaces.

The following table presents net sales, adjusted EBITDA and adjusted EBITDA margin by segment and the consolidated total.

Three Months Ended Nine Months Ended

(In thousands, except percentages) November 29, 2025 November 30, 2024 % Change November 29, 2025 November 30, 2024 % Change

Three Months Ended

(In thousands, except percentages) May 30, 2026 May 31, 2025 % Change

Segment net sales

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Adjusted EBITDA $ 32,115 $ 34,384 (6.6)%

Segment adjusted EBITDA margins

Segment adjusted EBITDA margin

Architectural Metals 11.2 % 7.3 %

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Performance Surfaces 14.8 % 18.8 %

Corporate and Other N/M N/M N/M N/M

Corporate and Other N/A N/A

Adjusted EBITDA margin 9.4 % 9.9 %

N/M Indicates calculation not meaningful.

The following table summarizes the impact that different items had on our net sales for the third quarter fiscal 2026.

All net sales for the third quarter of fiscal 2025 were organic.

Three Months Ended November 29, 2025

(In thousands, except percentages) Architectural Metals

Architectural Services Architectural Glass

Performance Surfaces Intersegment Eliminations

Fiscal 2025 net sales

$ 138,039 $ 104,921 $ 70,236 $ 33,196 $ (5,048) $ 341,344

Organic business (1)

(13,606) 245 616 1,417 180 (11,148)

Acquisition (2)

— — — 18,367 — 18,367

Fiscal 2026 net sales

$ 124,433 $ 105,166 $ 70,852 $ 52,980 $ (4,868) $ 348,563

Total net sales growth (decline)

(9.9) % 0.2 % 0.9 % 59.6 % (3.6) % 2.1 %

Organic business (1)

(9.9) % 0.2 % 0.9 % 4.3 % (3.6) % (3.3) %

Acquisition (2)

— % — % — % 55.3 % — % 5.4 %

Nine Months Ended November 29, 2025

(In thousands, except percentages) Architectural Metals

Architectural Services Architectural Glass

Performance Surfaces Intersegment Eliminations

Fiscal 2025 net sales

$ 412,561 $ 301,966 $ 247,040 $ 74,232 $ (20,499) $ 1,015,300

Organic business (1)

(18,570) 10,195 (30,734) 4,117 7,800 (27,192)

Acquisition (2)

— — — 65,271 — 65,271

Fiscal 2026 net sales

$ 393,991 $ 312,161 $ 216,306 $ 143,620 $ (12,699) $ 1,053,379

Total net sales growth (decline)

(4.5) % 3.4 % (12.4) % 93.5 % (38.1) % 3.8 %

Organic business (1)

(4.5) % 3.4 % (12.4) % 5.5 % (38.1) % (2.7) %

Acquisition (2)

— % — % — % 87.9 % — % 6.4 %

(1) Organic business includes net sales associated with acquired product lines or businesses that occur after the first twelve months from the date the product line or business is acquired and net sales from internally developed product lines or businesses.

(2) On November 4, 2024, we completed the acquisition of UW Solutions.

For additional information, see Note 13 to the accompanying consolidated financial statements.

Architectural Metals

Comparison of Third Quarter Fiscal 2026 to Third Quarter Fiscal 2025

Comparison of First Quarter Fiscal 2027 to First Quarter Fiscal 2026

• Net sales were $122.4 million, compared to $128.6 million, primarily due to lower volume, partially offset by favorable price and product mix.

• Adjusted EBITDA was $13.7 million, or 11.2% of net sales, compared to $9.4 million, or 7.3% of net sales.

The higher adjusted EBITDA margin was primarily driven by favorable productivity including cost savings related to Project Fortify Phase 2, lower incentive compensation expense, and favorable price and product mix, partially offset by lower volume.

Comparison of First Nine Months of Fiscal 2026 to First Nine Months of Fiscal 2025

• Net sales were $394.0 million, compared to $412.6 million, primarily reflecting lower volume, partially offset by increased price.

• Adjusted EBITDA was $46.9 million, or 11.9% of net sales, compared to $63.6 million, or 15.4% of net sales.

The decline in adjusted EBITDA margin was primarily driven by lower volume, higher aluminum costs and less favorable product mix, partially offset by cost savings from Project Fortify Phase 2 and lower incentive compensation costs.

The higher adjusted EBITDA margin was primarily driven by improved mix and favorable productivity including cost savings related to Project Fortify Phase 2, partially offset by the impact of lower volume and the impact from higher aluminum costs.

Architectural Services

Comparison of Third Quarter Fiscal 2026 to Third Quarter Fiscal 2025

• Net sales were $105.2 million, compared to $104.9 million, primarily due to increased volume.

• Adjusted EBITDA increased to $10.2 million, or 9.7% of net sales, compared to $10.0 million, or 9.5% of net sales.

The increase in adjusted EBITDA margin was primarily driven by lower incentive compensation expense, partially offset by unfavorable project mix.

Comparison of First Nine Months of Fiscal 2026 to First Nine Months of Fiscal 2025

• Net sales were $312.2 million, compared to $302.0 million, primarily due to increased volume, partially offset by unfavorable project mix.

• Adjusted EBITDA decreased to $21.3 million, or 6.8% of net sales, compared to $23.9 million, or 7.9% of net sales.

The decrease in adjusted EBITDA margin was primarily driven by the impact of higher tariff costs and unfavorable project mix, partially offset by lower incentive compensation costs.

Comparison of First Quarter Fiscal 2027 to First Quarter Fiscal 2026

• Net sales were $115.2 million, compared to $106.5 million, driven by increased volume.

• Adjusted EBITDA remained relatively consistent at $6.1 million, or 5.3% of net sales, compared to $6.1 million, or 5.7% of net sales.

The decline in adjusted EBITDA margin was driven by unfavorable project mix, mostly offset by benefits from the actions of Project Fortify Phase 2 to reduce the impact of tariffs, and the impact from increased volume.

Cumulative catch-up adjustments on our longer-term contracts for changes in estimates were as follows:

Three Months Ended

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

Gross favorable adjustments

$ 10,763 $ 9,739

Gross unfavorable adjustments

(6,787) (3,938)

Net adjustments

$ 3,976 $ 5,801

Nine Months Ended

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

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

Gross favorable adjustments

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Net adjustments

$ 4,775 $ 12,905

Architectural Glass

Comparison of Third Quarter Fiscal 2026 to Third Quarter Fiscal 2025

• Net sales were $70.9 million, compared to $70.2 million, primarily due to increased volume and favorable mix, partially offset by lower price driven by lower end-market demand.

• Adjusted EBITDA decreased to $11.5 million, or 16.3% of net sales, compared to $13.2 million, or 18.8% of net sales.

The decrease in adjusted EBITDA margin was primarily driven by lower price and higher material costs, partially offset by higher volume, favorable mix, and lower short-term incentive compensation expense.

Comparison of First Nine Months of Fiscal 2026 to First Nine Months of Fiscal 2025

• Net sales were $216.3 million compared to $247.0 million, primarily reflecting lower volume and price due to lower end-market demand.

Comparison of First Quarter Fiscal 2027 to First Quarter Fiscal 2026

• Net sales were $67.7 million, compared to $73.3 million, driven by lower price and volume due to continued end market softness, partially offset by favorable mix.

• Adjusted EBITDA decreased to $5.9 million, or 8.7% of net sales, compared to $13.4 million, or 18.3% of net sales.

The decline in adjusted EBITDA margin was primarily driven by lower volume and price, partially offset by lower incentive compensation expense.

The decrease in adjusted EBITDA margin was primarily driven by lower price, reduced volume, and material inflation.

Performance Surfaces

Comparison of Third Quarter Fiscal 2026 to Third Quarter Fiscal 2025

• Net sales were $53.0 million, compared to $33.2 million, which included $18.4 million of inorganic sales contribution from the acquisition of UW Solutions and organic growth of 4.3%.

• Adjusted EBITDA was $11.9 million, or 22.5% of net sales, compared to $7.8 million, or 23.6% of net sales.

The decrease in adjusted EBITDA margin was primarily driven by the dilutive impact of lower adjusted EBITDA margin from UW Solutions and unfavorable productivity, partially offset by favorable product mix and price.

Comparison of First Nine Months of Fiscal 2026 to First Nine Months of Fiscal 2025

• Net sales were $143.6 million, compared to $74.2 million, which included $65.3 million of inorganic sales contribution from the acquisition of UW Solutions and organic growth of 5.5%.

Comparison of First Quarter Fiscal 2027 to First Quarter Fiscal 2026

• Net sales were $44.3 million, compared to $42.3 million, driven by increased volume and favorable price.

• Adjusted EBITDA was $6.6 million, or 14.8% of net sales, compared to $8.0 million, or 18.8% of net sales.

The decrease in adjusted EBITDA margin was primarily driven by the dilutive effect of lower adjusted EBITDA margin from the UW Solutions acquisition, partially offset by favorable pricing.

The decrease in adjusted EBITDA margin was primarily driven by the net impact of higher material and freight costs, partially offset by productivity.

Corporate and Other

Comparison of Third Quarter Fiscal 2026 to Third Quarter Fiscal 2025

• Corporate and Other adjusted EBITDA expense was $4.3 million, compared to $2.7 million, primarily driven by higher health insurance costs.

Comparison of First Nine Months of Fiscal 2026 to First Nine Months of Fiscal 2025

• Corporate and Other adjusted EBITDA expense was $11.0 million, compared to $11.5 million primarily due to lower incentive compensation expense, partially offset by higher health insurance costs.

Backlog represents the dollar amount of signed contracts or firm orders, generally as a result of a competitive bidding process, which may be expected to be recognized as revenue in the future.

Backlog is most meaningful for the Architectural Services Segment due to the longer-term nature of their projects.

Comparison of First Quarter Fiscal 2027 to First Quarter Fiscal 2026

• Corporate and Other adjusted EBITDA expense was $0.2 million, compared to $2.4 million, primarily due to an insurance-related benefit.

Backlog is defined as the dollar amount of signed contracts or firm orders, generally as a result of a competitive bidding process, which is expected to be recognized as revenue.

Backlog is an operating measure used by management to assess future potential sales revenue.

Backlog is not a term defined under U.S.

GAAP and is not a measure of contract profitability.

We view backlog as one indicator of future revenues, particularly in our longer-lead time businesses.

In addition to backlog, we have a substantial amount of projects with short lead times that book-and-bill within the same reporting period and are not included in backlog.

As of November 29, 2025, segment backlog in the Architectural Services segment was approximately $774.7 million, compared to approximately $742.2 million at the end of the third quarter of fiscal 2025.

Reconciliation of Non-GAAP Financial Measures

Adjusted net earnings, adjusted diluted earnings per share (adjusted diluted EPS), adjusted EBITDA, and adjusted EBITDA margin are supplemental non-GAAP financial measures provided by the Company to assess performance on a more comparable basis from period-to-period by excluding amounts that management does not consider part of core operating results.

Management uses these non-GAAP measures as noted below:

• We use adjusted net earnings, and adjusted diluted EPS to provide meaningful supplemental information about our operating performance by excluding amounts that we do not consider to be part of core operating results to enhance comparability of results from period to period.

• Adjusted EBITDA represents adjusted net earnings before interest, taxes, depreciation, and amortization, and adjusted EBITDA margin is adjusted EBITDA as a percentage of net sales.

These non-GAAP measures should be viewed in addition to, and not as an alternative to, the reported financial results of the Company prepared in accordance with U.S.

Other companies may calculate these measures differently, thereby limiting the usefulness of the measures for comparison with other companies.

Apogee Enterprises, Inc.

Reconciliation of Non-GAAP Financial Measures

Adjusted EBITDA and Adjusted EBITDA Margin

Three Months Ended November 29, 2025

(In thousands) Architectural Metals Architectural Services Architectural Glass Performance Surfaces Corporate and Other Consolidated

Net earnings (loss) $ 12,264 $ 7,614 $ 8,248 $ 7,749 $ (19,326) $ 16,549

Interest expense (income), net 430 (89) (174) — 3,060 3,227

Income tax expense — — 81 — 7,480 7,561

Depreciation and amortization 3,662 809 3,379 3,913 753 12,516

EBITDA 16,356 8,334 11,534 11,662 (8,033) 39,853

Acquisition-related costs (1)

— — — 259 56 315

Restructuring costs (2)

2,537 1,864 — — 679 5,080

CEO transition costs (3)

— — — — 3,026 3,026

NMTC settlement gain (4)

(2,143) — — — — (2,143)

Adjusted EBITDA $ 16,750 $ 10,198 $ 11,534 $ 11,921 $ (4,272) $ 46,131

EBITDA margin 13.1 % 7.9 % 16.3 % 22.0 % N/M 11.4 %

Adjusted EBITDA margin 13.5 % 9.7 % 16.3 % 22.5 % N/M 13.2 %

Three Months Ended November 30, 2024

(In thousands) Architectural Metals Architectural Services Architectural Glass Performance Surfaces Corporate and Other Consolidated

Net earnings (loss) $ 12,146 $ 9,734 $ 10,115 $ 4,841 $ (15,847) $ 20,989

Interest expense (income), net 563 (4) (121) — 606 1,044

Income tax expense — — 117 — 6,539 6,656

Depreciation and amortization 3,932 981 3,069 2,461 691 11,134

EBITDA 16,641 10,711 13,180 7,302 (8,011) 39,823

Acquisition-related costs (1)

— — — 526 4,542 5,068

Restructuring costs (2)

842 (717) — — 787 912

Adjusted EBITDA $ 17,483 $ 9,994 $ 13,180 $ 7,828 $ (2,682) $ 45,803

EBITDA margin 12.1 % 10.2 % 18.8 % 22.0 % N/M 11.7 %

Adjusted EBITDA margin 12.7 % 9.5 % 18.8 % 23.6 % N/M 13.4 %

Nine Months Ended November 29, 2025

(In thousands) Architectural Metals Architectural Services Architectural Glass Performance Surfaces Corporate and Other Consolidated

Net earnings (loss) $ 36,806 $ 2,855 $ 26,880 $ 18,126 $ (47,156) $ 37,511

Interest expense (income), net 1,331 (227) (450) — 10,494 11,148

Income tax (benefit) expense (43) (8) 198 — 16,809 16,956

Depreciation and amortization 11,229 2,789 9,970 11,251 2,217 37,456

EBITDA 49,323 5,409 36,598 29,377 (17,636) 103,071

Acquisition-related costs (1)

— — — 1,723 249 1,972

Restructuring costs (2)

4,363 15,870 — — 3,321 23,554

CEO transition costs (3)

— — — — 3,026 3,026

NMTC settlement gain (4)

(6,740) — — — — (6,740)

Adjusted EBITDA $ 46,946 $ 21,279 $ 36,598 $ 31,100 $ (11,040) $ 124,883

EBITDA margin 12.5 % 1.7 % 16.9 % 20.5 % N/M 9.8 %

Adjusted EBITDA margin 11.9 % 6.8 % 16.9 % 21.7 % N/M 11.9 %

Nine Months Ended November 30, 2024

(In thousands) Architectural Metals Architectural Services Architectural Glass Performance Surfaces Corporate and Other Consolidated

Net earnings (loss) $ 46,509 $ 21,460 $ 49,342 $ 13,481 $ (48,226) $ 82,566

Interest expense (income), net 1,671 23 (317) — 1,257 2,634

Income tax expense (benefit) 7 — (632) — 27,893 27,268

Depreciation and amortization 12,609 2,887 9,158 4,046 2,098 30,798

EBITDA 60,796 24,370 57,551 17,527 (16,978) 143,266

Acquisition-related costs (1)

— — — 526 4,542 5,068

Restructuring costs (2)

2,755 (459) — — 917 3,213

Adjusted EBITDA $ 63,551 $ 23,911 $ 57,551 $ 18,053 $ (11,519) $ 151,547

EBITDA margin 14.7 % 8.1 % 23.3 % 23.6 % N/M 14.1 %

Adjusted EBITDA margin 15.4 % 7.9 % 23.3 % 24.3 % N/M 14.9 %

Costs related to the acquisition of UW Solutions.

Restructuring costs related to Project Fortify.

Costs incurred in fiscal 2025 were associated with Phase 1 and costs incurred in fiscal 2026 are associated with Phase 2.

Transition costs related to departure of the Chief Executive Officer during the third quarter of fiscal 2026.

Gain related to the settlement of a New Markets Tax Credit transactions.

Reconciliation of Non-GAAP Financial Measures

Adjusted Net Earnings and Adjusted Diluted Earnings Per Share

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

Acquisition-related costs (1)

315 5,873 1,972 5,873

Restructuring costs (2)

5,080 912 23,554 3,213

CEO transition costs (3)

3,026 — 3,026 —

NMTC settlement gain (4)

(2,143) — (6,740) —

Income tax impact on above adjustments (5)

(797) (1,662) (4,342) (2,226)

Adjusted net earnings $ 22,030 $ 26,112 $ 54,981 $ 89,426

Three Months Ended Nine Months Ended

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

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

Acquisition-related costs (1)

0.01 0.27 0.09 0.27

Restructuring costs (2)

0.24 0.04 1.09 0.15

CEO transition costs (3)

0.14 — 0.14 —

NMTC settlement gain (4)

(0.10) — (0.31) —

Income tax impact on above adjustments (5)

(0.04) (0.08) (0.20) (0.10)

Adjusted diluted earnings per share $ 1.02 $ 1.19 $ 2.55 $ 4.08

Weighted average diluted shares outstanding 21,592 21,917 21,568 21,937

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

Restructuring costs related to Project Fortify.

Costs incurred in fiscal 2025 were associated with Phase 1 and costs incurred in fiscal 2026 are associated with Phase 2.

Transition costs related to departure of the Chief Executive Officer during the third quarter of fiscal 2026.

Gain related to the settlement of a New Markets Tax Credit transactions.

Income tax impact reflects the estimated blended statutory tax rate for the jurisdictions in which the charge or income occurred.

Backlog should not be used as the sole indicator of future revenue because we have a substantial number of projects with short lead times that book-and-bill within the same reporting period that are not included in backlog.

It is most meaningful for the Architectural Services segment, due to the long-term nature of their projects.

As of May 30, 2026, segment backlog in the Architectural Services Segment was approximately $734.5 million, compared to approximately $682.9 million at the end of the first quarter of fiscal 2026.

Liquidity and Capital Resources

We rely on cash provided by operations for our material cash requirements, including working capital needs, capital expenditures, satisfaction of contractual commitments (including principal and interest payments on our outstanding indebtedness) and shareholder return through dividend payments and share repurchases.

We rely on cash provided by operations for our ongoing cash requirements, including working capital needs, capital expenditures, satisfaction of contractual commitments (including principal and interest payments on our outstanding indebtedness) and shareholder return through dividend payments and share repurchases.

Operating Activities.

Net cash provided by operating activities was $66.6 million for the first nine months of fiscal 2026, compared to $95.1 million in the prior year period.

The decrease in net cash provided by operating activities was primarily driven by lower net earnings and increased cash used for working capital, which included a net payment of $13.7 million for the settlement of an arbitration award during our first fiscal quarter.

This was partially offset by lower taxes paid as a result of the One Big Beautiful Bill Act tax legislation.

Net cash provided by operating activities was $7.4 million for the first three months of fiscal 2027, compared to a use of $19.8 million in the prior year period.

The increase in net cash provided by operating activities was driven by higher net earnings and an arbitration settlement payment in the prior year that did not recur.

Investing Activities.

Net cash used in investing activities was $15.8 million for the first nine months of fiscal 2026, compared to $257.1 million in the prior-year period.

The net cash used in investing activities was primarily related to capital expenditures in the current year period while the prior year period included a net use of cash for the acquisition of UW Solutions of $233.1 million.

Net cash used in investing activities was $9.8 million for the first three months of fiscal 2027, compared to $7.0 million in the prior-year period.

The increase net cash used in investing activities was primarily related purchases of marketable securities.

Financing Activities.

Net cash used in financing activities was $51.9 million for the first nine months of fiscal 2026, compared to $169.0 million of cash provided by financing activities in the prior year period.

The prior year period included $250.0 million in proceeds from financing for the acquisition of UW Solutions.

The prior year period also included $15.1 million for repurchases of common stock.

Net cash used in financing activities was $11.1 million for the first three months of fiscal 2027, compared to $17.6 million of cash provided by financing activities in the prior year period.

The change in net cash provided by financing activities was driven by lower net proceeds received from our revolving credit facility, partially offset by $9.7 million of repurchases of common stock.

Additional Liquidity Considerations.

We periodically evaluate our liquidity requirements, cash needs and availability of debt resources relative to acquisition plans, significant capital plans, and other working capital needs.

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.

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

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

The 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 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).

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 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.

See Note 5 to our Consolidated Financial Statements for more information related to our debt agreements.

Outstanding borrowings under the term loan facility were $209.4 million as of May 30, 2026.

Outstanding borrowings under the revolving credit facility were $28.0 million 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 revolving credit facility.

As of May 30, 2026, the amount available for revolving borrowings was $419.4 million.

We acquire the use of certain assets through operating leases, such as property, manufacturing equipment, vehicles and other equipment.

Future payments for such leases, excluding leases with initial terms of one year or less, were $63.2 million at November 29, 2025, with $3.9 million payable during the remainder of fiscal 2026.

As of November 29, 2025, we had $16.4 million of open purchase obligations, of which payments totaling $2.7 million are expected to become due during the remainder of fiscal 2026.

These purchase obligations primarily relate to raw material commitments and capital expenditures and are not expected to impact future liquidity, as amounts should be recovered through customer billings.

We expect to make contributions of $0.4 million to our defined-benefit pension plans in fiscal 2026, which will equal or exceed our minimum funding requirements.

As of November 29, 2025, we had reserves of $5.9 million for unrecognized tax benefits.

We are unable to reasonably estimate in which future periods the remaining unrecognized tax benefits will ultimately be settled.

Future payments for such leases, excluding leases with initial terms of one year or less, were $56.8 million at May 30, 2026, with $11.8 million payable during the remainder of fiscal 2027.

As of May 30, 2026, we had $14.9 million of open purchase obligations, of which payments totaling $7.4 million are expected to become due during the remainder of fiscal 2027.

We are required, in the ordinary course of business, to provide surety or performance bonds that commit payments to our customers for any non-performance.

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 completion of the purchase order or contract.

6 unchanged sentences

Related Party Transactions

No material changes have occurred in the disclosure with respect to our related party transactions set forth in our Annual Report on Form 10-K for the fiscal year ended March 1, 2025.

No material changes have occurred in the disclosure with respect to our related party transactions set forth in our Annual Report on Form 10-K for the fiscal year ended February 28, 2026.

Critical Accounting Policies

There have been no material changes to our critical accounting policies from those disclosed in our Annual Report on Form 10-K for the fiscal year ended March 1, 2025.

There have been no significant changes to our critical accounting policies from those disclosed in our Annual Report on Form 10-K for the fiscal year ended February 28, 2026.

Quantitative and Qualitative Disclosures About Market Risk

Refer to the Company’s Annual Report on Form 10-K for the fiscal year ended March 1, 2025, for a discussion of the Company’s market risk.

There have been no material changes in market risk since March 1, 2025.

Refer to the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2026, for a discussion of the Company’s market risk.

There have been no material changes in market risk since February 28, 2026.

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 2. Management’s Discussion and Analysis