UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~November~~January 47, ~~2024~~2025

APOGEE ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Minnesota

0-6365

~~41-0919654~~

41-0919654

(State or other jurisdiction of incorporation)

(Commission File Number)

~~(I.R.S. Employer Identification No.)~~

(I.R.S. Employer Identification No.)

(Address of principal executive offices)

(Zip Code)

4400 West 78th Street, Suite 520

Minneapolis

Minnesota

55435

(Address of principal executive offices)

(Zip Code)

4400 West 78th Street, Suite 520

Minneapolis

Minnesota

55435

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (952) 835-1874

Registrant's telephone number, including area code: (952) 835-1874

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.33 1/3 Par Value	APOG	The Nasdaq Stock Market


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $0.33 1/3 Par Value

APOG

The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).


☐			Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~ITEM 2.0102 ~~Completion~~RESULTS ofOF ~~Acquisition~~OPERATIONS orAND ~~Disposition~~FINANCIAL ~~of Assets.~~CONDITION

On ~~November~~January 47, ~~2024~~2025, Apogee Enterprises, Inc. ~~(the~~issued ~~“Company”)~~a ~~completed~~press ~~the~~release ~~transaction~~announcing ~~contemplated~~its byfinancial results for the ~~Membership~~third ~~Interest~~quarter ~~Purchase~~of ~~Agreement,~~fiscal ~~dated~~2025. ~~September~~A ~~23,~~copy ~~2024~~of ~~(the~~this ~~“Purchase~~press ~~Agreement”)~~release ~~with~~is UWattached ~~Holdings,~~hereto ~~LLC~~as ~~(the~~Exhibit ~~“Seller”)~~99.1 and UWincorporated ~~Interco,~~herein ~~LLC~~by ~~(the “Target”)~~reference.

~~Pursuant~~The toinformation ~~the~~furnished ~~terms~~in ~~and~~Item ~~conditions~~2.02 of ~~the~~this ~~Purchase~~Current ~~Agreement,~~Report ~~the~~on ~~Company~~Form ~~acquired~~8-K ~~all~~and ofExhibit ~~the~~99.1 ~~membership~~attached ~~interests~~hereto ofshall ~~the~~not ~~Target~~be ~~from~~deemed ~~the~~to ~~Seller~~be infiled ~~exchange~~ for ~~cash consideration (~~the ~~“Closing”)~~purposes inof ~~the~~Section ~~amount~~18 of ~~$242 million (~~the ~~“Unadjusted~~Securities ~~Purchase~~Exchange ~~Price”),~~Act of ~~which~~1934, ~~$1.75~~as ~~million~~amended, ~~was~~or ~~deposited~~otherwise ~~into~~subject ~~escrow~~to inliabilities ~~connection~~of ~~with~~that ~~the~~Section ~~Purchase~~or ~~Agreement. The~~Sections ~~Unadjusted~~11 ~~Purchase~~and ~~Price~~12(a)(2) isof ~~subject~~the toSecurities ~~customary~~Act ~~adjustments~~of 1933, as ~~set forth in the Purchase Agreement~~amended, and ~~the~~shall ~~$1.75~~not ~~million~~be ~~escrow~~deemed ~~will~~to ~~serve~~be asincorporated ~~the~~by ~~Company’s~~reference ~~sole~~into ~~recourse for~~ any ~~adjustments~~registration tostatement ~~the~~or ~~Unadjusted~~other ~~Purchase~~document ~~Price~~filed pursuant to the ~~post-closing~~Securities ~~adjustment~~Act ~~process~~of ~~set~~1933, ~~forth~~as ~~in the Purchase Agreement~~amended.

~~The~~ITEM ~~material terms of the Purchase Agreement were previously reported in Item 1~~9.01 ofFINANCIAL ~~the~~STATEMENTS ~~Current~~AND Report on Form 8-K filed on September 25, 2024 with the U.S. Securities and Exchange Commission (the “SEC”). The foregoing description of the Purchase 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 Purchase 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 September 25, 2024, and is incorporated into this Item 2.01 by reference.EXHIBITS

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On November 4, 2024, the Company drew $250 million under its existing $250 million term loan facility pursuant to the terms and conditions of the Credit Agreement, dated July 19, 2024, among the Company, certain material domestic subsidiaries of the Company, Bank of America, N.A., as administrative agent, swingline lender and L/C issuer and the syndicate of lenders party thereto from time to time (as amended from time to time, the “Credit Agreement”) to finance a portion of the Unadjusted Purchase Price referenced in Item 2.01 of this Current Report and for working capital and general corporate purposes.

The material terms of the Credit Agreement were previously reported in Item 1.01 of the Current Report on Form 8-K filed on July 19, 2024 with the SEC. The foregoing description of the Credit 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 Credit Agreement, a copy of which was filed with the SEC as Exhibit 10.1 to the Company’s Current Report on Form 8-K on July 19, 2024, and is incorporated into this Item 2.03 by reference.

Item 7.01 Regulation FD Disclosure.

On November 4, 2024, the Company issued a press release announcing the Closing, 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 Section 18 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*

Membership Interest Purchase Agreement, dated as of September 23, 2024, by and among UW Holdings, LLC, UW Interco, LLC and Apogee Enterprises, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Apogee Enterprises, Inc., filed with the SEC on September 25, 2024).

99.1

Press Release issued by Apogee Enterprises, Inc. dated January 7, 2025

10.1*

Credit Agreement dated July 19, 2024 between Apogee Enterprises, Inc., certain material domestic subsidiaries of the Company as guarantors, Bank of America, N.A., as administrative agent, swingline lender and L/C issuer and the syndicate of lenders which are party thereto from time to time (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Apogee Enterprises, Inc. filed with the SEC on July 25, 2024).

104

Cover page interactive data file (embedded within the Inline XBRL document)

99.1

Press Release of Apogee Enterprises, Inc. issued on November 4, 2024.

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~~SIGNATURES

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~~thereunto duly authorized.

APOGEE ENTERPRISES, INC. By: /s/ ~~Meghan~~Matthew MJ. ~~Elliott~~Osberg ~~Meghan~~Matthew MJ. ~~Elliott~~OsbergExecutive ~~Chief~~Vice ~~Legal~~President ~~Officer~~ and ~~Secretary~~Chief Financial Officer

~~Date~~Dated: ~~November~~January 47, ~~2024~~2025

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