Apogee Enterprises Inc. filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits
$APOG
Auto Parts:O.E.M.
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): July 1, 2026
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| 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 7.01 | 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.
| Item 9.01 | Financial Statement and Exhibits. | ||||
(d) Exhibits.
| Exhibit Number | Description | |||||||
| 2.1* | ||||||||
| 99.1 | Press Release dated July 1, 2026 | |||||||
| 104 | Cover page interactive data file (formatted in inline XBRL). | |||||||
* This filing excludes certain schedules and exhibits pursuant to Item 601(a)(5) of Regulation S-K, which the registrant agrees to furnish supplementally to the U.S. Securities and Exchange Commission upon request by the Commission provided, however, that the registrant may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished. | ||||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| APOGEE ENTERPRISES, INC. | ||||||||
| By: | /s/ Bryan A. Welp | |||||||
| Bryan A. Welp | ||||||||
| Vice President, General Counsel and Secretary | ||||||||
Date: July 1, 2026