Completion of Acquisition or Disposition of Assets · Regulation FD Disclosure
Item 2.01 Completion of Acquisition or Disposition of Assets. On July 1, 2026, Apogee Enterprises, Inc. (the “Company”) completed the transaction contemplated by the Merger Agreement, dated May 27, 2026 (the “Merger Agreement”), among the Company, Keller Companies, Inc. (“KCI”), certain equityholders party thereto and the other parties thereto.…
Apogee Enterprises, Inc. (Nasdaq: APOG) is a leading provider of architectural building products and services, as well as high-performance coated materials used in a variety of applications. Headquartered in Minneapolis, MN, our portfolio of industry-leading products and services includes architectural glass, windows, curtainwall, storefront and entrance systems, integrated project management and installation services, and high-performance coatings that provide protection, innovative design, and enhanced performance. For more information, visit www.apog.com.
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Item 2.01Item 2.01 - Completion of Acquisition
Item 2.01 Completion of Acquisition or Disposition of Assets.
On July 1, 2026, Apogee Enterprises, Inc. (the “Company”) completed the transaction contemplated by the Merger Agreement, dated May 27, 2026 (the “Merger Agreement”), among the Company, Keller Companies, Inc. (“KCI”), certain equityholders party thereto and the other parties thereto.
Pursuant to the terms and conditions of the Merger Agreement, the Company acquired all of the outstanding equity interests of KCI and its subsidiaries, including Kalwall Corporation and Structures Unlimited, Inc. (collectively, the “Acquired Companies”), in exchange for cash consideration consisting of $105 million paid at closing (the “Base Purchase Price”), subject to customary post-closing adjustments as set forth in the Merger Agreement, and up to an additional $10 million of contingent consideration based on the future financial performance of the Acquired Companies.
The Company funded the acquisition using available cash and borrowings under its existing revolving credit facility.
The material terms of the Merger Agreement were previously reported in Item 1.01 of the Company’s Current Report on Form 8-K filed on May 28, 2026 with the U.S. Securities and Exchange Commission (the “SEC”). The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which was filed with the SEC as Exhibit 2.1 to the Company’s Current Report on Form 8-K on May 28, 2026 and is incorporated into this Item 2.01 by reference.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On July 1, 2026, the Company issued a press release announcing the completion of the acquisition described in Item 2.01, a copy of which is filed as Exhibit 99.1 and incorporated into this Item 7.01 by reference.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified therein as being incorporated therein by reference.
Filed exhibits (1)
EX-99.1 (by filename) ex991.htm
EX-99.1
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ex991.htm
EX-99.1
ex991
Apogee Enterprises, Inc. • 4400 West 78th Street • Minneapolis, MN 55435 • (952) 835-1874 • www.apog.com Press Release FOR RELEASE: July 1, 2026 Apogee Enterprises Completes Acquisition of Kalwall Companies MINNEAPOLIS, MN, July 1, 2026 - Apogee Enterprises, Inc. (Nasdaq: APOG), a leading provider of architectural building products and services, as well as high-performance coated materials used in a variety of applications, today announced the completion of its previously announced acquisition of Kalwall Companies ("Kalwall") from the Keller family. The transaction, valued at up to $115 million, was completed following satisfaction of customary closing conditions. “The closing of Kalwall marks an important step in advancing our strategy and strengthening our position in attractive end markets,” said Don Nolan, Apogee Executive Chair and CEO. “Kalwall adds differentiated daylighting capabilities and strong relationships within the architectural community, and we are excited about the long-term value this combination creates. We look forward to welcoming the Kalwall team and leveraging our combined capabilities to better serve customers while cr…