Apogee’s GroGlass SPA: about €62.5 million CFDF, €10 million earnout cap

Apogee is buying a Latvian coatings business — GroGlass via Alzette — at about €62.5 million cash-free, debt-free, a package that includes a contingent earnout capped at €10 million over three years after closing. Closing is expected in fiscal 2027 Q3 if customary conditions clear.

On September 2, 2026, Apogee Enterprises, Inc. entered a Share Purchase Agreement with the sellers party thereto. Through a newly formed, wholly owned subsidiary, the company agreed to acquire 100% of the equity of SIA “Alzette,” a Latvian limited liability company. Alzette owns 100% of SIA “GroGlass” (“Groglass”) — a Latvia-based provider of high-performance glass surface solutions specializing in anti-reflective and other advanced coating technologies. Apogee’s Form 8-K (AccNo 0000006845-26-000087; Date of earliest event September 2, 2026; Items 1.01, 7.01, and 9.01) records that material definitive agreement. A press release followed the same calendar day.

CFDF versus the €10 million earnout cap

The consideration is euro-denominated. Dollars in the release are the company’s approximation, not a second legal price.

Item 1.01 says the Transaction values Groglass at approximately €62.5 million on a cash-free, debt-free basis. The final purchase price is subject to the adjustments in the Purchase Agreement and is inclusive of a contingent payment. A portion of the consideration may become payable after closing if specified financial performance targets are met during the three-year period following closing. The maximum contingent consideration under the earnout is €10 million.

Exhibit 99.1 restates that architecture: a definitive agreement to acquire Groglass for up to €62.5 million (approximately $72.5 million at current exchange rates) on a cash-free, debt-free basis, subject to customary closing conditions. The purchase price includes up to €10 million (approximately $11.6 million at current exchange rates) payable over three years if Groglass hits certain financial targets.

The 8-K’s “approximately €62.5 million … inclusive of a contingent payment” and the release’s “up to €62.5 million” that “includes up to €10 million” describe the same cash-free, debt-free package with an earnout cap. The €10 million is a ceiling on contingent cash, not money received at announcement.

Exhibit 2.1, as listed in Item 9.01, is the Share Purchase Agreement between Daugava Finance S.A. and Tiger MergeCo SIA dated as of September 2, 2026. Schedules and certain exhibits are excluded from the filing under Item 601(a)(5).

Where Apogee says it sits

The company plans to integrate Groglass into its Performance Surfaces segment.

Per the release, Groglass is located in Riga, Latvia. Apogee describes it as a leading provider of high-performance glass surface solutions — anti-reflective and other advanced coatings used in display, architectural, and technical applications — with premium brands aimed at optical clarity and durability across museums, electronics, and architectural design. That is the company’s description in Exhibit 99.1.

Executive Chair and CEO Don Nolan, in the same exhibit: “The addition of Groglass will strengthen our position in attractive end markets by bringing differentiated coating technologies and deep materials science expertise.” He calls Groglass “a natural complement to our Performance Surfaces segment.”

Exhibit 99.1 is furnished under Item 7.01 — Regulation FD disclosure, not filed for Section 18 purposes except by specific reference.

Company expectations

The release’s forward numbers are management expectations.

Apogee says the acquisition is expected to contribute approximately $30 million of revenue in the first twelve months at an adjusted EBITDA margin of approximately 25%. A headline bullet on the same release says “over $30 million” for that revenue line — same company expectation, two phrasings.

The integration plan, per the release, has identified at least $4 million of annualized cost synergies and operating improvement opportunities expected to be realized within three years.

Adjusted EBITDA margin is a non-GAAP measure as the company defines it on the release. Apogee says it cannot reconcile the forward-looking projected adjusted EBITDA margin to the most directly comparable GAAP measure without unreasonable effort.

The 8-K’s own forward-looking risk list is blunt: the Transaction may not close, or may not close on the expected timeline; integration may fail; projected cost synergies may not arrive; expected revenue, margin, and profitability targets may not be met.

Cash on hand, the credit facility, and fiscal 2027 Q3

Apogee intends to finance the Transaction with cash on hand and borrowings under its existing credit facility. That is the company’s funding statement — not a draw table, bond sale, or proceeds schedule.

Closing is subject to the satisfaction or waiver of customary closing conditions. Apogee expects closing during the Company’s third quarter of fiscal 2027. The 8-K does not print a calendar close date.

Dorsey & Whitney LLP and Ellex Klavins served as legal counsel to Apogee, per the release. The company says it will provide further details on the strategic and financial aspects of the transaction during its second quarter fiscal 2027 earnings conference call.

Earnout, adjustments, and the fiscal 2027 Q3 window

Customary closing conditions and the company’s fiscal 2027 third-quarter window.

Purchase-price adjustments on the approximately €62.5 million cash-free, debt-free valuation. Whether any of the up-to-€10 million contingent consideration is earned over the three years after closing.

Whether later results repeat the approximately $30 million / approximately 25% adjusted EBITDA / at least $4 million synergy lines with actuals — or revise them.