apog-20260512


Notice of 2026 Annual Meeting of Shareholders			i
Proxy Statement Summary			1
Security Ownership of Certain Beneficial Owners			10
Security Ownership of Directors and Management			11
Delinquent Section 16(a) Reports			13
Proposal 1: Election of Directors			14
Corporate Governance			21
Corporate Governance Resources			21
Code of Business Ethics and Conduct			21
Corporate Governance Guidelines			21
Communications with Our Board of Directors			21
Director Independence			22
Board Leadership Structure			22
Criteria for Membership on Our Board of Directors			23
Director Time Commitment and Other Board Service			2 3
Procedure for Evaluating Director Nominees			23
Board Refreshment and Retirement Policy			23
Stock Ownership Guidelines for Non-Employee Directors			23
Board Meetings and 2025 Annual Meeting of Shareholders			24
Board Committee Responsibilities, Meetings and Membership			24
Risk Oversight by Our Board of Directors and Management			26
Sustainability and Human Capital Resources			27
Certain Relationships and Related Transactions			28
Insider Trading and Tipping and Hedging Policy			28
Non-Employee Director Compensation			29
Non-Employee Director Compensation Arrangements During Fiscal 2026			29
Annual Equity Awards			29
Director Deferred Compensation Arrangements			30
Charitable Matching Contributions Program for Non-Employee Directors			30
Fiscal 2026 Non-Employee Director Compensation Table			31
Executive Compensation			33
Compensation Committee Report			3 3
Compensation Discussion and Analysis			34
Executive Stock Ownership Guidelines			51
Anti-Hedging and Anti-Pledging Policies			51
Clawback Policy			51
Policy and Procedures for Granting of Equity-Based Awards			51
Tax Considerations			52
Compensation Risk Analysis			52
Summary Compensation Table			53
Grants of Plan-Based Awards			55
Outstanding Equity Awards at Fiscal Year-End			57
Option Exercises and Stock Vested			60
Non-Qualified Deferred Compensation			60
Potential Payments Upon Termination or Following a Change-in-Control			62
Retirement			6 3
Payments Made Upon Termination Without Cause or For Good Reason			63


CEO Pay Ratio Disclosure			68
Pay Versus Performance			6 9
Proposal 2: Advisory Approval of Apogee’s Executive Compensation			73
P roposal 3: Approval of the Apogee Enterprises, Inc. 2019 Stock Incentive Plan , as Amended and Restated (2026 )			7 5
Proposal 4 : Ratification of Appointment of Independent Registered Public Accounting Firm			85
Audit Committee Report			86
Fees Paid to Independent Registered Public Accounting Firm			87
Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees			87
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services			87
Frequently Asked Questions			88
Who is entitled to vote at the meeting?			88
What are my voting rights?			88
How many shares must be present to hold the meeting?			88
How can I attend the meeting?			88
What am I voting on, what vote is required to approve each proposal and how does the Board recommend I vote?			89
How can I ask questions during the Annual Meeting?			90
How do I cast my vote?			90
How do I vote if my shares are held in the Employee Stock Purchase Plan or other plans of Apogee?			90
What does it mean if I receive more than one proxy card?			91
Who will count the vote?			91
What if I do not specify how I want my shares voted?			91
Can I change my vote after submitting my proxy or voting instructions?			91
How can I get a copy of the Company’s 2026 Annual Report on Form 10-K?			92
How do I get electronic access to the proxy materials?			92
What is a proxy?			92
What is the difference between a shareholder of record and a “street name” holder?			92
Who pays for the cost of proxy preparation and solicitation?			92
How can I recommend or nominate a director candidate?			92
How can I present a proposal at the 2027 Annual Meeting of Shareholders?			93
What is “householding” of proxy materials?			93
Appendix A - Non-GAAP Measures			95
Appendix B - 2019 Stock Incentive Plan, as Amended and Restated (2026)			98


Summary of Fiscal 2026 Financial Results

Net Sales			•Consolidated net sales were $1.40 billion compared to $1.36 billion in fiscal 2025. •Architectural Metals Segment net sales were $504.0 million compared to $524.7 million in fiscal 2025. •Architectural Services Segment net sales were $439.2 million compared to $419.9 million in fiscal 2025. •Architectural Glass Segment net sales were $283.7 million compared to $322.2 million in fiscal 2025. •Performance Surfaces Segment net sales were $198.0 million compared to $122.1 million in fiscal 2025.

Operating Income and Margin			•Operating income declined to $84.5 million from $118.1 million, and operating margin decreased by 270 basis points to 6.0%


Adjusted EBITDA(1)			•Consolidated adjusted EBITDA was $167.3 million compared to $192.7 million in fiscal 2025. •Architectural Metals Segment adjusted EBITDA was $54.1 million compared to $70.6 million in fiscal 2025. •Architectural Services Segment adjusted EBITDA was $30.9 million compared to $33.5 million in fiscal 2025. •Architectural Glass Segment adjusted EBITDA was $45.7 million compared to $71.7 million in fiscal 2025. •Performance Surfaces Segment adjusted EBITDA was $41.6 million compared to $30.9 million in fiscal 2025.

Earnings per Share ("EPS")			•Diluted earnings per share of $2.52 compared to $3.89 in fiscal 2025. Adjusted diluted EPS declined to $3.47 from $4.97.

Cash Flow			•Net cash provided by operating activities in fiscal 2026 was $122.5 million, compared to $125.2 million in fiscal 2025.

Shareholder Return			•We repurchased 388,582 shares of our common stock during fiscal 2026 at a total cost of $15.0 million. •We paid dividends totaling $22.2 million during fiscal 2026 and increased our quarterly cash dividend 4% to $0.27 per share during the fourth quarter of fiscal 2026, our thirteenth consecutive year with a dividend increase. •We delivered annualized total shareholder return (TSR)(2) of (14.70)%, 3.40% and 2.04% over the past one year, five years and ten years, respectively.

•Base Salaries. Mr. Nolan, the former Independent Chair of our Board of Directors, was appointed Chief Executive Officer and Executive Chair of the Board of Directors effective as of the close of business on October 31, 2025, earning an annualized base salary of $925,000, which is described more fully under "New Chief Executive Officer Offer Letter" beginning on page 5. Mr. Augdahl was appointed as our Executive Vice President and Chief Financial Officer effective January 19, 2026, earning an annualized base salary of $550,000, which is described more fully under "New Chief Financial Officer Offer Letter" on page 6. For returning Named Executive Officers, base salary increases ranged from 1.76% to 4.02% except for Mr. T. Johnson who received an 18.00% increase for his reassignment to the position of President, Architectural Metals Segment, effective August 7, 2025. See “Fiscal 2026 Individual Compensation Actions” beginning on page 42 for a discussion of factors considered in establishing base salaries and subsequent increases.

•Short-Term Cash Incentive Payouts. Our short-term cash incentive awards are designed to reward achievement of financial goals established in our annual operating plan. Mr. Nolan has a short-term cash incentive plan that pays out based on his performance during the Term of the CEO Offer Letter, as described under "Nolan Short-Term Cash Incentive Plan" beginning on page 46. Mr. Silberhorn, our former Chief Executive Officer, received a short-term cash incentive payout equal to 50% ($466,000) of the target pursuant to the terms of his Separation Agreement. For Mr. Augdahl, whose payout was based on consolidated performance metrics, the fiscal 2026 short-term cash incentive paid out at 21.17% of target. For Messrs. T. Johnson and Jewell and Ms. Lakkundi, whose payouts were based on segment as well as consolidated performance metrics, the fiscal 2026 short-term cash incentive paid out at 100% for Mr. T. Johnson, which was guaranteed for fiscal 2026 and fiscal 2027, and at 0% and 58.25% of target for Mr. Jewell and Ms. Lakkundi, respectively. For Mr. Osberg, the fiscal 2026 short-term incentive plan was forfeited as a result of his resignation from the Company. See “Fiscal 2026 Short-Term Cash Incentive Payouts” beginning on page 43 for a discussion of the metrics, goals and amounts paid to our Named Executive Officers for our short-term cash incentive awards in fiscal 2026.

•Long-Term Incentive Awards. Mr. Nolan received a Service Award in connection with his appointment as Chief Executive Officer and Executive Chair, which is more fully described under "New Chief Executive Officer Offer Letter" beginning on page 5. Mr. Silberhorn's long-term incentive awards in fiscal 2026 consisted of 40% time-based restricted stock valued at $1,304,811 and 60% as a performance award with a target payout of $1,957,208, and with terms consistent with those provided to the Other Named Executive Officers. Our long-term incentive program for our Other Named Executive Officers is comprised of: (i) 50% time-based restricted stock awards that vest ratably over three years; and (ii) 50% performance awards with a three-year performance period, which settle 50% in cash and 50% in stock and are paid out at the end of the period based on the Company’s cumulative Adjusted Diluted EPS and average Adjusted ROIC over the three-year performance period. We added Adjusted Diluted EPS as a metric in fiscal 2025 in order to diversify and balance our performance metrics, incentivizing earnings growth as well as return on invested capital. The Other Named Executive Officers received restricted stock awards with values ranging from $877,797 to $1,211,659 and performance awards with target values ranging from $176,505 to $503,995. See “Long-Term Incentive Compensation” beginning on page 46 for additional information about our long-term incentive program and fiscal 2026 awards.

•a one-time award of $700,000 of restricted shares in connection with his promotion based on the closing price on the later of his election date or the date the award is approved by the Compensation Committee. Fifty percent (50%) of this grant will vest twelve months after his election date, and the remaining fifty percent (50%) will vest twenty-four months after his election date, which was included in the Stock Awards column for fiscal 2026 in the “Summary Compensation Table” beginning on page 53. If Mr. Augdahl's employment is terminated due to retirement or involuntary termination without cause prior to one year of service, Mr. Augdahl will be eligible to receive fifty percent (50%) of the initial grant immediately and the remainder will be forfeited. Between one year and two years of service, if Mr. Augdahl's employment is terminated due to retirement or involuntary termination, Mr. Augdahl will be eligible to receive the remainder of the award immediately; and

•President, Architectural Metals Segment, Reassignment Grant. In connection with the reassignment of Mr. T. Johnson to the position of President, Architectural Metals Segment, effective August 7, 2025, the Company established a minimum short-term cash incentive award of 100% of target for fiscal 2026 and fiscal 2027. The Company also granted Mr. T. Johnson a time-based restricted stock award with a grant date fair value of $325,014. This award is reported in the Stock Awards column for fiscal 2026 in the “Summary Compensation Table” beginning on page 53. Assuming Mr. T. Johnson's continued employment with the Company, 100% of the restricted stock will vest on the second anniversary of the grant date.

•Former Chief Executive Officer Separation Agreement. Pursuant to the terms of his Separation Agreement, Mr. Silberhorn received $932,000 in cash, which was equal to his annual base salary for fiscal 2026. This payment will be made in twenty-four, equal monthly installments on the Company's regular payroll dates. Mr. Silberhorn was paid $466,000, which is an amount equal to fifty percent (50%) of his target short-term incentive for fiscal 2026. The Board agreed to accelerate the vesting of a total of 78,376 shares of time-based restricted stock held by Mr. Silberhorn. The Separation Agreement further provides that the Company will award Mr. Silberhorn 100% of his target performance award dated April 19, 2023, which equals 16,867 shares of common stock of the Company and a cash payment of $742,500. All other outstanding equity awards were forfeited.

Shareholder engagement is a key part of our commitment to good governance. We regularly engage with our shareholders to discuss our business and to gain insights on the issues that are most important to them. In fiscal 2026, we continued our shareholder engagement practices, utilizing a combination of in-person and virtual meeting formats to stay connected with our shareholders. During fiscal 2026, members of our management team participated in several virtual and in-person investor conferences and met with investors in numerous other in-person and virtual meetings, conference calls and phone calls. The feedback from our engagement with investors is regularly shared with our Board of Directors.

This Proxy Statement contains certain statements regarding our strategic plan and our sustainability initiatives, including goals and commitments. Such statements are not guarantees or promises that such goals or commitments will be met, and they will continue to evolve and develop. Strategic, sustainability-related and other statements contained in this Proxy Statement may constitute “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act, including statements about our future financial performance, business and initiatives, which may evolve over time. We use words such as “aims,” “anticipates,” “believes,” “commits,” “expects,” “intends,” “plans,” “strives,” “will,” and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations, plans or forecasts, are not guarantees of future results or performance, and involve certain known and unknown risks, uncertainties and assumptions that are difficult to predict and often beyond our control and are inherently uncertain. Actual outcomes and results may differ materially from those expressed in, or implied by, forward-looking statements. You should not place undue reliance on any forward-looking statements and should consider the uncertainties and risks discussed in our most recent Annual Report on Form 10-K and subsequent SEC filings. We undertake no obligation to update or revise any forward-looking statements.

Section 16(a) of the Securities Exchange Act of 1934 requires our directors, officers and all persons who beneficially own more than 10% of the outstanding shares of common stock to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock. Section 16(a) officers, directors and greater than 10% beneficial owners are also required to furnish us with copies of all Section 16(a) forms they file. Based solely on a review of Section 16(a) reports filed electronically with the SEC and written representations from certain reporting persons, we believe that all forms required to be filed by such persons under Section 16(a) were filed on a timely basis, with the exception of the following late filings:

Our Articles provide that our Board of Directors will be divided into three classes of directors of as nearly equal size as possible and the term of each class of directors is three years. The term of one class expires each year in rotation. Currently, we have seven directors, with three directors serving in Class I, two directors serving in Class II and two directors serving in Class III. At our Annual Meeting, the terms of our two Class I directors will expire. Class I director Lloyd E. Johnson will retire from the Board of Directors and will not stand for re-election at the Annual Meeting. Mr. L. Johnson will continue to serve as a director until the date of the Annual Meeting. Immediately following the certification of the vote for the election of directors at the Annual Meeting, the size of the Board will be reduced to six, with two directors in each class. Effective as of the close of business on October 31, 2025, Class II director Ty R. Silberhorn separated from the Company and the Board of Directors, and Class I director Donald A. Nolan was appointed Chief Executive Officer and Executive Chair.


Class I Director Nominee – Term Expiring in 2029
	Donald A. Nolan Age: 65 Director since: 2013 Chief Executive Officer Executive Chair since October 31, 2025	Apogee Committees: •N/A	Public Directorships: •N/A

Mr. Nolan has served as our Chief Executive Officer since the close of business on October 31, 2025. He served as President and Chief Executive Officer of Kennametal Inc., a global industrial technology leader, present in over 60 countries, manufacturing tooling and wear-resistant solutions for customers in the aerospace, energy, and transportation industries from 2014 to 2016. Previously, Mr. Nolan was President of the Materials Group for Avery Dennison Corporation, a global leader in packaging solutions from 2008 to 2014. Prior to joining Avery Dennison Corporation, he served on the executive team at Valspar, a global leader in paint and coatings, as Senior Vice President, leading the Global Packaging and Refinish Coatings businesses. Before joining Valspar, he held leadership positions of increasing responsibility with Loctite, General Electric and Ashland Chemical. Mr. Nolan is also active in private equity, serving on several private company boards. Mr. Nolan holds a B.S. in Materials and Metallurgical Engineering, an MBA from the University of Michigan and an M.S. in Mechanical Engineering from Rensselaer Polytechnic Institute.

Skills & Qualifications:
•Executive Leadership •Business Operations •Strategy Development and Execution •Marketing and Sales	•Financial Management •International Business •Mergers and Acquisitions •Enterprise Risk Management •Leadership Development	•Corporate Governance •Executive Compensation •Public and Private Company Board Experience


Class I Director Nominee – Term Expiring in 2029 (Continued)
	Patricia K. Wagner Age: 63 Director since: 2016 Independent	Apogee Committees: •Compensation, Chair •Nominating and Corporate Governance	Public Directorships: •California Water Services Group (2019 – Present) •Primoris Services Corporation (2020 – Present)

Ms. Wagner retired from Sempra Energy, a Fortune 500 energy services holding company, in 2019, after 24 years of service with Sempra Energy Companies. She served as Group President of U.S. Utilities, overseeing San Diego Gas & Electric, Southern California Gas Company (“SoCalGas”) and Sempra Energy’s investment in Oncor Electric Delivery Company LLC, from 2018 to 2019. She has served in several leadership positions for the Sempra Energy family of companies, including Chief Executive Officer of SoCalGas from 2017 to 2018; Executive Vice President of Sempra Energy in 2016; President and Chief Executive Officer of Sempra U.S. Gas & Power from 2014 to 2016; and other leadership positions for the Sempra Energy family of companies from 1995 to 2014. Prior to joining Sempra Energy, Ms. Wagner held management positions at Fluor Daniel, an engineering, procurement, construction and maintenance services company. Earlier in her career, Ms. Wagner held positions at McGaw Laboratories and Allergan Pharmaceuticals. Ms. Wagner holds an MBA from Pepperdine University and a B.S. in Chemical Engineering from California State Polytechnic University, Pomona.

Skills & Qualifications:
•Executive Leadership •Business Operations •Financial Management •Accounting and Audit •Strategy Development and Execution	•Energy Industry •Enterprise Risk Management •Information Technology, including Cybersecurity •Mergers and Acquisitions •Regulatory Compliance	•Leadership Development •Executive Compensation •Corporate Governance •Public Company Board Experience


Class II Directors – Terms Expiring in 2027
	Christina M. Alvord Age: 59 Director since: 2020 Independent	Apogee Committees: •Audit •Nominating and Corporate Governance	Public Directorships: •Albany International Corp. (2022 – Present) •Elevra Lithium (f/k/a Piedmont Lithium) (2023 – Present)

Ms. Alvord served as President, Central Division of Vulcan Materials Company, a producer of construction aggregates and aggregates-based construction materials and member of the S&P 500 Index, from 2019 until 2021. She joined Vulcan in 2016 and served as Vice President, Performance Management from 2016 to 2017 and President of the Southern & Gulf Coast and Central Divisions from 2017 to 2021. Ms. Alvord held various executive management positions with GE Aviation, including General Manager of Engine Component Repair from 2012 to 2015 and General Manager of Turbine Airfoils Center of Excellence from 2010 to 2012; Government Relations Executive from 2009 to 2010; President of GE Aviation-Unison Industries from 2005 to 2009; and President of GE Aviation-Middle River Aircraft Systems from 2003 to 2005. Earlier in her career, Ms. Alvord held management positions in the GE Corporation Initiatives Group and McKinsey Company, Inc. Ms. Alvord holds a B.S. in Political Science and a B.S. and M.S. in Mechanical Engineering from the Massachusetts Institute of Technology, and an MBA from Harvard Business School.

Skills & Qualifications:
•Executive Leadership •Manufacturing Operations •Business Operations	•Mergers and Acquisitions •Financial Management •Enterprise Risk Management •Construction Industry	•Strategy Development and Execution •Leadership Development


Class II Directors – Terms Expiring in 2027 (continued)
	Herbert K. Parker Age: 68 Director since: 2018 Independent	Apogee Committees: •Nominating and Corporate Governance, Chair •Compensation	Public Directorships: •TriMas Corporation (2015 – Present) •nVent Electric PLC (2018 – Present) •Dauch Corporation (f/k/a American Axle & Manufacturing Holdings, Inc.) (2018 – Present)

Mr. Parker is the retired Executive Vice President - Operational Excellence of Harman International Industries, Inc., a worldwide leader in the development, manufacture, and marketing of high quality, high-fidelity audio products, lighting solutions, and electronic systems. He joined Harman International Industries, Inc., in June 2008 as Executive Vice President and Chief Financial Officer and served in that capacity to 2015. He served as Executive Vice President - Operational Excellence from 2015 to 2017. Prior to joining Harman International Industries, Inc., Mr. Parker served in various senior financial positions with ABB Ltd. (known as ABB Group), a global power and technology company, from 1980 to 2006, including as the Chief Financial Officer of the Global Automation Division from 2002 to 2005 and the Americas Region from 2006 to 2008. Mr. Parker holds a B.S. in Accounting from Lee University.

Skills & Qualifications:
•Executive Leadership •Accounting and Audit •Financial and Asset Management •Mergers and Acquisitions •Investor Relations	•Property and Asset Acquisition and Management •Operations •Enterprise Risk Management •Leadership Development •Business Operations	•Sarbanes-Oxley Compliance •International Business •Corporate Governance •Public Company Board Experience


Class III Directors – Terms Expiring in 2028


	Elizabeth M. Lilly Age: 63 Director since: 2020 Independent	Apogee Committees: •Audit •Compensation	Public Directorships: •N/A

Ms. Lilly has served as Chief Investment Officer and Executive Vice President for The Pohlad Companies, a privately owned business based in Minneapolis, Minnesota that holds a diverse group of businesses and business interests, since 2018. She oversees the public and private investments for the Pohlad family and provides leadership and management of the investment team of The Pohlad Companies. Ms. Lilly has over 30 years in portfolio and investment management experience. She founded Crocus Hill Partners, a small capitalization portfolio firm, in 2017 and served as its President from 2017 to 2018. She served as Senior Vice President and Portfolio Manager for Gabelli Asset Management from 2002 to 2017. She was a co-founder of Woodland Partners, LLC in 1997 and served as Managing Director from 1997 to 2002, when the firm was acquired by Gabelli Asset Management. Earlier in her career, Ms. Lilly served in various portfolio management and analyst positions for First Asset Management, Fund American Companies and Goldman, Sachs and Company. Ms. Lilly holds a B.A. in Economics from Hobart and William Smith Colleges. She received her Chartered Financial Analyst designation in 1989.

Skills & Qualifications:
•Executive Leadership •Financial Management	•Asset Management •Leadership Development	•Financial Markets •Capital Allocations


Class III Directors – Terms Expiring in 2028 (continued)
	Mark A. Pompa Age: 61 Director since: 2018 Lead Director since January 2026 Audit Committee Financial Expert	Apogee Committees: •Audit, Chair •Compensation	Public Directorships: •Pool Corporation (2026 - present)

Mr. Pompa served as the Executive Vice President and Chief Financial Officer of EMCOR Group, Inc., a Fortune 500 leader in electrical and mechanical construction services, industrial and energy infrastructure and building services before retiring in 2024. Previously, he was Senior Vice President and Chief Accounting Officer of EMCOR from 2003 to 2006 and Treasurer from 2003 to 2007. He joined EMCOR in 1994, serving as Vice President and Controller until 2003. Prior to joining EMCOR, Mr. Pompa was an Audit and Business Advisory Manager at Arthur Andersen LLP. Mr. Pompa received his B.A. from Pace University. He is a licensed Certified Public Accountant (inactive) in the State of Connecticut.

Skills & Qualifications:
•Executive Leadership •Financial Management •Accounting and Audit •Non-residential Construction Industry	•Business Operations •Mergers and Acquisitions •Investor Relations •Strategy Development and Execution	•Enterprise Risk Management •Leadership Development •Executive Compensation

Our stakeholders may communicate directly with our Board of Directors, our Lead Director or any other specified individual director in writing by (i) sending a letter addressed to Apogee Directors, Apogee Enterprises, Inc., 4400 West 78th Street, Suite 520, Minneapolis, Minnesota 55435, or (ii) sending an email to Directors@apog.com. Substantive communications, such as corporate governance matters or potential issues relating to accounting, internal controls or other auditing matters, are forwarded by our General Counsel to the relevant director(s) as appropriate. Communications not requiring the substantive attention of our Board, such as employment inquiries, sales solicitations, donation requests, questions about our products, and other such matters, are handled directly by our management team.

Our Nominating and Corporate Governance Committee reviewed the applicable legal standards for Board member and Committee member independence and reported on its review to our Board of Directors. Based on this review, our Board of Directors has determined that the following non-employee directors are independent and have no material relationship with the Company except serving as a director and holding shares of our common stock: Christina M. Alvord, Lloyd E. Johnson, Elizabeth M. Lilly, Herbert K. Parker, Mark A. Pompa and Patricia K. Wagner. Our current Chief Executive Officer and Executive Chair, Donald A. Nolan, served as Chair of the Board of Directors until the close of business on October 31, 2025 and was considered independent during that period. At the close of business on October 31, 2025, upon his election as Chief Executive Officer and Executive Chair of the Board, Mr. Nolan ceased to be independent. Our Board of Directors had determined that our former Chief Executive Officer Ty R. Silberhorn was not independent because he served as an officer of the Company.

Ms. Wagner, a current member of our Board, was elected as Lead Director, on October 31, 2025. Ms. Wagner then resigned as Lead Director on January 14, 2026, and Mr. Pompa was elected as Lead Director on January 14, 2026. The Lead Director serves as the de facto leader of Apogee's independent directors and the focal point for ensuring that the Board of Directors, as a whole, is providing appropriate independent oversight of management. Our Company's Corporate Governance Guidelines explicitly mandate that the Board retains the right to exercise its discretion in combining or separating the offices of the Chairman of the Board and Chief Executive Officer. This determination will be made depending upon what the Board believes is best for Apogee in light of all circumstances at any particular time. When the position of Chairman of the Board is not held by an independent director, the Board will appoint a Lead Director who will have the duties and authority set forth below.

The Lead Director position will be held by an independent director. The Lead Director shall (i) preside at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors; (ii) serve as a liaison between the Chairman and the independent directors (including communicating feedback from executive sessions of independent directors); (iii) seek input from the independent directors with respect to Board meeting agendas; (iv) approve meeting agendas for the Board; (v) approve Board meeting schedules to assure that there is sufficient time for discussion of all agenda items; (vi) establish guidelines for management with respect to the quality, quantity and timeliness of information sent to the Board; (vii) have the authority to call meetings of the non-employee directors; (viii) facilitate discussions among independent directors with respect to key issues or concerns of such directors between Board meetings; (ix) approve the retention of outside advisors and consultants who report directly to the Board on board-wide issues; and (x) if requested by major shareholders, ensure that he or she is available for consultation and direct communications with such shareholder.

Our Nominating and Corporate Governance Committee’s procedure for reviewing the qualifications of all nominees for membership on our Board of Directors includes making a preliminary assessment of each proposed nominee based upon resume and biographical information, willingness to serve and other background information, business experience and leadership skills. Our Board believes that its membership should reflect a diversity of experience, skills, geography, gender, race and ethnicity, and invites directors to annually self-identify certain diversity characteristics that may inform their perspectives and contributions to the Board. The Committee considers each of these factors when evaluating our Board composition, and it considers these factors on an ongoing basis as it identifies and evaluates director candidates. All director candidates who continue in the process are then interviewed by members of our Nominating and Corporate Governance Committee and other current directors. Our Nominating and Corporate Governance Committee makes recommendations to our Board of Directors for inclusion in the slate of director nominees at a meeting of shareholders, or for appointment by our Board of Directors to fill a vacancy. Prior to recommending a director to stand for re-election for another term, our Nominating and Corporate Governance Committee applies its director candidate selection criteria, including a director’s past contributions to our Board of Directors, effectiveness as a director, and desire to continue to serve as a director.

Our Board of Directors has established director stock ownership guidelines that encourage share ownership by our directors of four times an amount equal to the annual Board retainer to be achieved within five years of first being elected as a director. For fiscal 2026, the annual Board retainer was $75,000. In calculating share ownership of our non-employee directors, we include shares of restricted stock, restricted stock units and deferred restricted stock units issued pursuant to our 2009 Director Stock Plan, 2019 Director Stock Plan and phantom stock units issued pursuant to our prior Deferred Compensation Plan for Non-Employee Directors. Shares are valued based on the average closing price of our common stock for the most recently completed

We currently have three standing Committees: Audit, Compensation, and Nominating and Corporate Governance. Each Committee operates under a written charter that is available on our website at www.apog.com by clicking on “Investors” and selecting “Governance” and then clicking on the applicable Board Committee. Each Committee member meets the applicable independence and experience requirements of the Nasdaq listing standards and the SEC for the Committees on which they serve. While our Committees are responsible for various aspects of our environmental, social and governance sustainability program, currently our full Board oversees the Company's strategies and material initiatives relating to corporate responsibility, including cybersecurity and climate-related risk.

Board Committee

Responsibilities

AUDIT COMMITTEE

All Members Independent

This Committee has oversight responsibilities for our independent registered public accounting firm.

Messrs. L. Johnson and Pompa are “audit committee financial experts” under the rules of the SEC.

•Directly responsible for the appointment, compensation, retention, termination, evaluation and oversight of the work of, and ascertaining the independence of, the independent registered public accounting firm.

•Oversees our system of financial controls, internal audit procedures and internal audit function.

•Oversees our program to ensure compliance with legal and regulatory requirements and ethical business practices.

•Assesses and establishes policies and procedures to manage our financial reporting and internal control risk.

•Establishes policies and procedures for the pre-approval of all services by our independent registered public accounting firm.

•Establishes procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters.

COMPENSATION

COMMITTEE

All Members Independent

This Committee administers our executive compensation program.

Each member is a “non-employee” director, as defined in the Exchange Act.

•Establishes our executive compensation philosophy and compensation programs that comply with this philosophy.

•Evaluates the Chief Executive Officer’s performance in light of approved goals and objectives and recommends to the Board for its approval the Chief Executive Officer’s compensation, including base salary, short-term incentive compensation and long-term incentive compensation.

•Determines the compensation of our executive officers (other than the Chief Executive Officer) and other members of senior management.

•Responsible for annual assessment of the risk associated with our compensation programs, policies and practices.

•Administers our 2019 Stock Incentive Plan in which our employees participate.

•Administers our short-term cash and long-term incentive plans for executive officers and other members of senior management.

•Administers our clawback policies.

•Directly responsible for the appointment, compensation, retention and oversight of the independent compensation consultant.

•Reviews and reports to the Board on the Company's initiatives with respect to, and the risks associated with, human capital management matters.

Board Committee

Responsibilities

NOMINATING AND

CORPORATE

GOVERNANCE COMMITTEE

All Members Independent

This Committee identifies and evaluates Board candidates and oversees our corporate governance practices.

•Develops a Board succession plan and establishes and implements procedures to review the qualifications for membership on our Board of Directors, including nominees recommended by shareholders.

•Assesses our compliance with our Corporate Governance Guidelines.

•Reviews our organizational structure and senior management succession plans.

•Makes recommendations to our Board of Directors regarding the composition and responsibilities of our Committees and compensation for directors.

•Administers an annual performance review of our Committees, Board of Directors as a whole and our directors whose terms are expiring.

•Administers an annual review of the performance of our Chief Executive Officer, which includes soliciting assessments from all non-employee directors.

•Administers our 2009 Director Stock Plan, 2019 Director Stock Plan, prior Deferred Compensation Plan for Non-Employee Directors, and 2021 Deferred Compensation Plan for Non-Employee Directors in which our non-employee directors participate.

We have established written policies and procedures (the “Related Person Transactions Policy”) to assist us in reviewing transactions in excess of $120,000 involving our Company and our subsidiaries and Related Persons (“Related Persons Transactions”). A Related Person includes our Company’s directors, director nominees, executive officers and beneficial owners of 5% or more of our Company’s common stock and their respective Immediate Family Members (as defined in our Related Person Transactions Policy). Our Related Person Transactions Policy supplements our Code of Business Ethics and Conduct Conflict of Interest Policy, which applies to all of our employees and directors.

Our Related Person Transactions Policy requires any Related Person Transaction to be promptly reported to the Chair of our Nominating and Corporate Governance Committee. In approving, ratifying or rejecting a Related Person Transaction, our Nominating and Corporate Governance Committee will consider such information as it deems important to determine if the Related Person Transaction is fair to our Company. Our Conflict of Interest Policy requires our employees and directors to report to our General Counsel any potential conflict of interest situation involving any employee or director, or their Immediate Family Members. During fiscal 2026, there were no Related Party Transactions involving a Related Person, as defined in the policy.

We have an Insider Trading and Tipping and Hedging Policy (“Insider Trading Policy”) that governs the purchase, sale, or other disposition of the Company's securities by our Company's directors, Section 16 officers, employees and related parties. Our Insider Trading Policy was reasonably designed to comply with applicable insider trading laws, rules and regulations, and listing requirements. Our Insider Trading Policy prohibits our Company's directors, Section 16 officers and employees from trading in the Company's securities while aware of material non-public information subject to certain exceptions, including pre-arranged trading programs pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934. Directors and Section 16 officers are required to seek pre-clearance and approval of their transactions in the Company's securities by our General Counsel, and to comply with the Company's prescribed trading window. Our Insider Trading Policy also, among other things, prohibits tipping or disclosing material non-public information to others, and prohibits our Company's directors, Section 16 officers and employees from short selling, hedging and pledging the Company's stock. In addition, with regard to the Company's trading in its own securities, it is the Company's policy to comply with the federal securities laws and the applicable exchange listing requirements. A copy of our Insider Trading Policy can be found as Exhibit 19.1 to our most recent Annual Report on Form 10-K.

Our Board of Directors approves the compensation for members of our Board of Directors and Committees based on the recommendations of our Nominating and Corporate Governance Committee. We target compensation for service on our Board of Directors and Committees within a reasonable range around the 50th percentile for board service at companies in our peer group of companies, using the same peer group used for executive compensation purposes. Generally, our Nominating and Corporate Governance Committee reviews and discusses the compensation data and analysis provided by management with assistance from the Company's independent compensation consultant. Our Chief Executive Officer participates in the discussions on compensation for members of our Board of Directors. Directors who are employees receive no additional compensation for serving on our Board of Directors.

Annual equity awards to non-employee directors, which may be restricted stock or restricted stock units, are issued pursuant to our 2019 Director Stock Plan. Each non-employee director receives a prorated award on or about the date they are first elected to our Board and annually on or about the date of our annual meeting of shareholders if their term continues after such meeting. The dollar value of the award is determined by our Board of Directors in June of each year, after recommendation by our Nominating and Corporate Governance Committee and in consideration of various factors, including market data and trends. We target the equity-based compensation received by non-employee directors at approximately the 50th percentile of our peer group of companies. Equity awards generally vest in equal annual installments over a three-year vesting period. Upon issuance of restricted stock, each holder is entitled to the rights of a shareholder, including the right to vote the shares of restricted stock. For restricted stock awards made pursuant to our 2019 Director Stock Plan,

In lieu of receiving a restricted stock award, non-employee directors have the option to receive a deferred restricted stock unit award, pursuant to the Restricted Stock Deferral Program adopted by our Board under our 2019 Director Stock Plan. By electing to receive a deferred restricted stock unit award, a director can defer receipt of all or a portion of any award. Each non-employee director who receives a deferred restricted stock unit award in lieu of an award receives a credit of shares of our common stock in an amount equal to the number of shares or units they would have received pursuant to the award. The account is also credited, as of the crediting date, with an amount equal to the dividend paid on one share of our common stock multiplied by the number of shares or units credited to each account. Non-employee directors receiving a deferred restricted stock unit award may elect to receive the amounts credited to their account at a fixed date, at age 70, or following death or retirement from our Board of Directors. The deferred restricted stock unit awards and related accumulated dividends are paid out in the form of shares of our common stock (plus cash in lieu of fractional shares) either in a lump sum or in installments, at the participating director’s election. This is an unfunded book-entry plan and no trust or other vehicle has been established to hold any shares of our common stock.

Under our prior Deferred Compensation Plan for Non-Employee Directors, which was in effect through December 31, 2021, participants could elect to defer all or a portion of their annual cash retainer into deferred stock accounts. There was no Company match on amounts deferred by our non-employee directors under such plan. Each participating director received a credit of shares of our common stock in an amount equal to the amount of annual cash retainer deferred divided by the fair market value of one share of our common stock as of the crediting date. These accounts also were credited, as of the crediting date, with an amount equal to the dividend paid on one share of our common stock multiplied by the number of shares credited to each account. Participating directors may elect to receive the amounts credited to their accounts at a fixed date, at age 70, or following death or retirement from our Board of Directors. The deferred amounts are paid out in the form of shares of our common stock (plus cash in lieu of fractional shares) either in a lump sum or in installments, at the participating director’s election. This plan is an unfunded, book-entry, “phantom stock unit” plan, as no trust or other vehicle has been established to hold any shares of our common stock.

Effective as of January 1, 2022, non-employee directors could elect to defer all or a portion of their annual cash retainer into the 2021 Deferred Compensation Plan for Non-Employee Directors. Under this plan, we credit a participant’s plan account with earnings based on the participant’s investment allocation among a menu of hypothetical investment fund options. An Apogee common stock fund is not one of the investment options available under this plan. Participants may elect to receive the amounts credited to their accounts at a fixed date or following retirement from our Board of Directors. Like the prior plan, all amounts paid under this plan are paid from our general assets and are subject to the claims of our creditors. The material terms of this plan are otherwise comparable to those of the prior plan.

(2)The amounts in this column are calculated based on the fair market value of our common stock on the date the award was made in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). On June 25, 2025, Mr. Nolan, while he served as Independent Chair of our Board, and each of our non-employee directors received a restricted stock award or, if a director elected to defer receipt of all or a portion of their restricted stock award, a deferred restricted stock unit award, of 3,468 shares in the case of Mr. Nolan, and 2,954 shares to all other non-employee directors. The closing price of our common stock on the Nasdaq Global Select Market on June 25, 2025, the date of grant, was $38.93. The table below sets forth certain information with respect to the aggregate number of shares of unvested restricted stock, deferred restricted stock units and deferred phantom stock units including shares from dividends credited to the account, held by our non-employee directors as of February 28, 2026, the last day of fiscal 2026.

Our Strategy. Throughout fiscal 2026, we executed the strategy introduced in November 2021, which strengthened our organization through the implementation of the Apogee Management System, drove improvements to our cost structure and manufacturing footprint, and increased leverage of administrative functions across the enterprise. This strategy also contributed to meaningful safety improvements and a more focused product and service portfolio, leading to margin and profitability improvement. Building on this foundation, we are refining our strategic framework to further enhance execution and position Apogee as a more growth-oriented organization with an increased focus on delivering customer value.


Our Executive Compensation Practices: (What We Do)	Beginning on Page	Executive Compensation Practices We Have Not Implemented or Have Discontinued: (What We Don’t Do)	Beginning on Page
We seek alignment of pay and performance each year. A significant portion of our compensation program is performance-based through the use of our short-term and long-term incentive plans.	37	Other than an Offer Letter with Mr. Nolan (which expires October 31, 2026), entered into in connection with his election as Chief Executive Officer, and an Offer Letter with Mr. Augdahl, entered into in connection with his promotion to Executive Vice President and Chief Financial Officer, the Company has no employment contracts for our Named Executive Officers.	5 - 6
We review “tally sheets” and realizable pay and performance for our Named Executive Officers and use that information as a factor in making compensation decisions.	4 0	We generally do not pay short-term incentive compensation if our Company is not profitable for the year.	42
The Compensation Committee annually determines whether its compensation consulting firm fully meets the stringent independence requirements under the final rules of the Dodd-Frank Act.	4 0	We do not pay dividends during the restricted periods on unvested equity awards made pursuant to our 2019 Stock Incentive Plan.	46
We evaluate share utilization by annually reviewing overhang and burn rates.	41	We do not provide tax reimbursement or tax “gross-ups” on any perquisites.	50
We have adopted share ownership guidelines, and we review compliance annually.	5 1	We do not allow hedging or pledging of company shares.	51
We have clawback policies that comply with Nasdaq listing standards and go beyond that to cover a broader population of participants in our executive compensation program.	51	We do not believe any of our Company’s compensation programs create risks that are reasonably likely to have a material adverse effect on our Company.	52
We mitigate undue compensation risk by utilizing caps on potential payments, multiple financial performance metrics, and different metrics for our short-term cash incentives and long-term performance awards, as well as having robust Board and Board Committee processes to identify and manage risk.	52	We do not provide for excise tax “gross-ups” or “single triggers” in our change-in-control severance agreements.	6 4
We have change-in-control severance agreements with all of our Named Executive Officers that provide benefits only upon a “double trigger.”	6 3	We do not reprice underwater stock options or stock appreciation rights.

Compensation
Element

Objective

How Determined

Market Positioning(1)

How Impacted by
Performance

Base Salary and Benefits

Attract and retain executive officers through competitive pay and benefit programs.

Individual performance, experience, tenure, competitive market data and trends, internal equity and executive potential.

Targeted to be at approximately the 50th percentile for comparable roles at peer companies.

Adjusted based on factors including individual performance.

Short-Term Cash Incentive Compensation ("Short-Term Incentive")

Create an incentive for the achievement of pre-defined annual business objectives.

For target bonus percentages – competitive market data and trends and internal equity.

For actual bonus payouts – performance against pre-established criteria in the short-term cash incentive plan.

Targeted to be at approximately the 50th percentile for target total cash compensation.

Payout dependent on achievement of one-year Company financial performance against pre-established goals.

Long-Term Incentive Compensation

•Restricted Stock (40% for Mr. Silberhorn, and 50% for other named executives); and

•Performance Awards (60% for Mr. Silberhorn and 50% for other named executives)

Align the interests of executive officers with shareholders and focus on sustained performance, entrepreneurial style and quality products and services while creating appropriate retention incentives through the use of multi-year vesting schedules.

Annual Awards – Individual performance, company performance, market data and trends, internal equity and executive potential.

New hire, promotion and special awards –

Internal equity and market data and trends.

Targeted to be at approximately the 50th percentile for target performance.

Performance award payouts vary based on company performance against pre-established goals; the restricted stock awards and the stock settled portion of the performance awards also vary based on stock price performance.

During the first quarter of each fiscal year, the performance of each of our Named Executive Officers is evaluated based on a subjective assessment of: (i) their executive leadership; (ii) enterprise competencies; and (iii) achievement of agreed-upon individual business objectives for the just-completed fiscal year. The annual performance evaluation of our Chief Executive Officer is administered by our Nominating and Corporate Governance Committee, with all non-employee directors participating in the performance evaluation, and the results of the Chief Executive Officer’s annual performance evaluation are reviewed by the Committee and our full Board. Our Chief Executive Officer conducts or participates in the annual performance evaluation of our Other Named Executive Officers and reviews the results with members of the Committee.

Compensation Consultant Independence. The Compensation Committee has the authority to retain independent compensation consultants to provide counsel and advice regarding compensation levels for our executive officers and related matters. In October 2025, the Committee retained Meridian Compensation Partners, LLC ("Meridian") as its new independent compensation consultant. Willis Towers Watson (“WTW”), served as the Company's independent compensation consultant through September 2025. The compensation consultant reports directly to the Committee, and the Committee can replace the compensation consultant or hire additional consultants at any time. During fiscal 2026, WTW attended each Committee meeting during their tenure in person or by video conference, including executive sessions as requested, and consulted with the Chair of the Committee between meetings. Beginning in January 2026, Meridian attended each Committee meeting in person or by video conference, including executive sessions as requested, and consulted with the Chair of the Committee between meetings.

As required under the Dodd-Frank Act, the Committee has analyzed whether the work of WTW or Meridian, as its compensation consultants, raises any conflict of interest, taking into consideration the following factors under the Nasdaq listing rules: (i) neither WTW nor Meridian provides any other services to our Company, except that WTW provided brokerage services for the Company’s property insurance and surety bonds in exchange for fees less than $120,000 in fiscal 2026; (ii) the amount of fees from our Company paid to WTW and Meridian is less than 1% of each of WTW's and Meridian's total revenue; (iii) WTW and Meridian's policies and procedures are designed to ensure independence; (iv) neither WTW nor Meridian, nor any member of their respective consulting teams, has any business or personal relationship with any executive officer of our Company, and no member of their consulting team has any business or personal relationship with any member of the Committee; and (v) neither WTW nor Meridian, nor any member of their respective consulting team, owns any stock of our Company.

Base Salary. Base salary reflects a fixed portion of the overall compensation package and is the base amount from which certain other compensation elements are determined. In making salary adjustments, the Committee considers the executive’s base salary relative to the market, our compensation philosophy and other factors, such as individual performance against business plans, leadership, initiatives, experience, knowledge and job criticality. For fiscal 2026, Mr. Nolan's base salary was established in the CEO Offer Letter, and Ms. Lakkundi did not receive a base salary increase, because she was hired in January 2025. The returning Named Executive Officers received base salary increases ranging from 1.76% to 4.02% except for Mr. T. Johnson who received an 18.00% increase for his reassignment to the position of President, Architectural Metals Segment, effective August 7, 2025.

Generally, if actual results are below threshold performance level for all performance goals or the Company is not profitable, the payout will be zero. If the threshold performance level for one or more, but not all, performance goals is achieved, less than 50% of the target award will be earned based on the weighting allocated to that specific performance goal. If the threshold performance level for all performance goals is achieved, 50% of the target award will be earned; if target performance level for all performance goals is achieved, 100% of the target award will be earned; and if maximum performance level for all performance goals is achieved, 200% of the target award will be earned. For any performance between these levels, award payouts will be interpolated.


Fiscal 2026 Short-Term Cash Incentive Performance Levels and Actual Performance – Mr. T. Johnson
Performance Goal	Weighting (%)	Threshold ($ in millions)	Target ($ in millions)	Maximum ($ in millions)	Actual Performance ($ in millions)		Percentage Performance Achieved (%)
Consolidated Adjusted EBITDA	25.0	173.000	203.500	234.000	167.303	(1)	—
Architectural Services Segment Net Sales	12.5	373.500	415.000	456.500	439.232		158.39
Architectural Services Segment Adjusted EBITDA	25.0	30.500	35.900	41.300	30.856	(1)	53.30
Architectural Metals Segment Net Sales	12.5	452.200	532.000	611.800	504.028		82.47
Architectural Metals Segment Adjusted EBITDA	25.0	62.300	73.300	84.300	54.109	(1)	—

In fiscal 2026, our long-term incentive program for our Named Executive Officers (other than Mr. Silberhorn, our former Chief Executive Officer and Mr. Nolan, our current Chief Executive Officer) was comprised of 50% time-based restricted stock awards and 50% performance awards with a three-year performance period, each described in more detail below. Mr. Silberhorn’s, our former Chief Executive Officer, long-term incentive award in fiscal 2026 consisted of 40% time-based restricted stock and 60% as a performance award, of which 100% vesting on the time-based restricted stock accelerated at his time of separation, and the performance award was forfeited. Mr. Nolan received a Service Award pursuant to the CEO Offer Letter, and he did not participate in our long-term incentive program in fiscal 2026.

Restricted Stock Awards. Each year, the Compensation Committee approves a time-based restricted stock award for each executive with a preliminary target fixed dollar value based on a percentage of base salary, after reviewing long-term incentives for comparable roles at peer companies, and based on data provided by the independent compensation consultant. For our Chief Executive Officer, the Committee determines the award’s value after considering the results of our Chief Executive Officer’s most recent annual performance evaluation. For our Other Named Executive Officers, our Chief Executive Officer recommends to the Committee increases or decreases in the award’s value based on the executive’s contributions to the Company’s performance, future leadership potential, and subjective evaluation of their individual performance for the just completed fiscal year.

(2)Mr. Nolan was appointed Chief Executive Officer of the Company effective as of the close of business on October 31, 2025, during fiscal 2026. The CEO Offer Letter provided for the grant to Mr. Nolan of a Service Award of 49,240 time-based restricted shares of the Company's stock valued at $1,749,990, based on the closing price on January 14, 2026. The Service Award is subject to Mr. Nolan's continued employment with the Company for the Term of the CEO Offer Letter, provided that Mr. Nolan's employment ends before the vesting date, the shares will vest as long as Mr. Nolan remains a member of the Board through the vesting date. The CEO Offer Letter further provides that the Service Award is subject to forfeiture upon voluntary or involuntary termination for cause, as defined in the Company's current standard form of restricted stock award agreement. Based on Mr. Nolan's election, 41,854 were granted as deferred restricted stock units and 7,386 were granted as an unvested restricted stock award.

(3)In addition to his annual long-term incentive award described in footnote (1), in connection with the promotion of Mr. Augdahl to Executive Vice President and Chief Financial Officer, effective as of January 19, 2026, the Company granted him 18,960 restricted shares with a grant date fair value of $700,003. Assuming continued employment with the Company, 50% of the restricted shares will vest on each of the first and second anniversaries of Mr. Augdahl's promotion. If Mr. Augdahl's employment is terminated due to retirement or involuntary termination without cause prior to one year of service, Mr. Augdahl will be eligible to receive 50% of the initial grant immediately and the remainder will be forfeited. Between one year and two years of service, if Mr. Augdahl's employment is terminated due to retirement or involuntary termination, Mr. Augdahl will be eligible to receive the remainder of the award immediately;

(4)In addition to his annual long-term incentive award described in footnote (1), in connection with the reassignment of Mr. T. Johnson to President, Architectural Metals Segment, effective August 7, 2025, the Company granted him 8,553 restricted shares effective October 17, 2025 with a grant date fair value of $325,014. Assuming continued employment with the Company 100% of the restricted shares will vest on the two-year anniversary of Mr. T. Johnson's appointment. The Company also granted him 16,882 restricted shares effective January 14, 2026 with a grant date fair value of $599,986. The Committee approved this award to support retention and leadership continuity during a period of executive transition. In making this award, the Committee considered the importance of retaining key segment leaders and the level of unvested and at-risk long-term incentive compensation outstanding. Assuming continued employment with the Company, 50% of the restricted shares will vest on each of the first and second anniversaries of the grant date.

(6)In addition to his annual long-term incentive award described in footnote (1), the Company granted Mr. Jewell retention award of 16,882 restricted shares effective January 14, 2026 with a grant date fair value of $599,986. The Committee approved this award to support retention and leadership continuity during a period of executive transition. In making this award, the Committee considered the importance of retaining key segment leaders and the level of unvested and at-risk long-term incentive compensation outstanding. Assuming continued employment with the Company, 50% of the restricted shares will vest on each of the first and second anniversaries of the grant date.

In fiscal 2026, the Committee awarded performance awards with a three-year performance period of fiscal 2026 – 2028 to the Named Executive Officers. All performance awards were granted under the 2019 Stock Incentive Plan. The performance metrics for the awards are three-year cumulative Adjusted Diluted EPS weighted at 60%, with a target three-year cumulative Adjusted Diluted EPS of $15.76, and average Adjusted ROIC over the three-year performance period weighted at 40%, with a target average Adjusted ROIC of 12.87%. The threshold payout is 20% of target, and the maximum payout is 200% of target. The performance awards will settle 50% in cash and 50% in stock. The following table sets forth payout ranges as a percentage of salary at target performance with respect to our fiscal 2026 – 2028 performance awards.

We have stock ownership guidelines for our executive officers that require our Chief Executive Officer to achieve an ownership level of five times their annual base salary; our Chief Financial Officer to achieve an ownership level of three times their annual base salary; certain corporate officers and segment presidents, including Messrs. T. Johnson, Jewell and Ms. Lakkundi, to achieve an ownership level of two times their annual base salaries; and other corporate officers to achieve an ownership level of one time their annual base salary. The Compensation Committee monitors compliance with our stock ownership guidelines on a regular basis. Each executive has five years from the date they become subject to the stock ownership guidelines to meet their ownership guideline. If an executive is promoted and the target is increased, an additional three-year period is provided to meet the ownership guideline. For purposes of calculating stock ownership, we include unvested shares of restricted stock.

Our Board of Directors believes that the interests of our executive officers, employees and members of our Board of Directors should be aligned with the interests of our shareholders. As a result, we have adopted an anti-hedging policy that prohibits all employees and members of our Board of Directors from engaging in the purchase or sale of financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) that are designed to hedge or offset any decrease in the market value of our Company’s securities. Our Board of Directors has also adopted an anti-pledging policy, which states that executive officers and directors of the Company are prohibited from, directly or indirectly, pledging, hypothecating, or otherwise encumbering shares of the Company’s common stock as collateral for indebtedness. This prohibition includes, but is not limited to, holding such shares in a margin account or any other account that could cause the Company’s common stock to be subject to a margin call or otherwise be available as collateral for a margin loan. None of our Named Executive Officers have pledged shares of our common stock as collateral for personal loans or other obligations.

In October 2023, our Board of Directors adopted an incentive compensation recovery policy providing for the recovery of erroneously awarded incentive compensation in the event that the Company is required to prepare an accounting restatement due to material noncompliance of the Company with any financial reporting requirements under the federal securities laws and to comply with Section 10D of the Securities Exchange Act of 1934, as amended. This policy is available as Exhibit 97.1 to the Company's most recent Annual Report on Form 10-K. The Company has also adopted a similar policy for other participants of the executive compensation program. Both policies apply to incentive compensation (as defined in the policies) awarded on or after October 2, 2023. Incentive compensation received by executives before October 2, 2023 remains subject to the Company’s prior Clawback Policy dated April 30, 2014, as amended.

The Company recognizes, however, that a release of information by the Company in close proximity to an equity-based award could create the appearance of an effort to time the announcement to a recipient's benefit, even if no such benefit was intended. Accordingly, management will advise the Compensation Committee whenever it is aware that material non-public information is planned to be released to the public in close proximity to the grant of an equity-based award. The Committee will consider such information and determine whether to delay the equity-based award to avoid any appearance of impropriety. During fiscal 2026, we did not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation.


Summary Compensation Table
Name and Principal Position	Fiscal Year	Salary ($)	Bonus ($)	Stock Awards ($)(1)		Non-Equity Incentive Plan Compen-sation ($)(2)		Change in Pension Value and Non-Qualified Deferred Compen-sation Earnings ($)(3)	All Other Compen- sation ($)(4)	Total ($)
Donald A. Nolan(5)	2026	305,962	—		1,749,990	—		—	107,969	2,163,921
Chief Executive Officer and President	2025	—	—	—		—		—	—	—
	2024	—	—	—		—		—	—	—
Mark R. Augdahl(6)	2026	374,692	50,000	964,769		76,800		12,070	16,978	1,495,309
Executive Vice President and Chief Financial Officer	2025	—	—	—		—		—	—	—
	2024	—	—	—		—		—	—	—
Troy R. Johnson(7)	2026	479,797	—	1,348,170		392,987		—	14,593	2,235,547
President, Architectural Metals Segment	2025	426,846	—	320,966		680,125		—	36,927	1,464,864
	2024	—	—	—		—		—	—	—
Veena M. Lakkundi(8)	2026	550,000	—		1,128,013	192,225		—	13,740	1,883,978
President, Performance Surfaces Segment	2025	—	—	—		—		—	—	—
	2024	—	—	—		—		—	—	—
Brent C. Jewell	2026	462,077	—		1,016,679		111,251	—	14,062	1,604,069
President, Architectural Glass Segment	2025	453,615	—	409,509		592,427		—	41,006	1,496,557
	2024	449,231	—	520,823		377,591		—	46,924	1,394,569
Ty R. Silberhorn(9)	2026	627,308	—	2,283,419		1,208,500		—	1,956,059	6,075,286
Former Chief Executive Officer and President	2025	928,308	—	2,120,267		2,043,253		—	163,698	5,255,526
	2024	909,231	—	1,732,495		2,674,740		—	181,931	5,498,397
Matthew J. Osberg(10)	2026	591,462	—	806,385		—		—	11,720	1,409,567
Former Executive Vice President and Chief Financial Officer	2025	644,154	—	726,726		407,174		—	39,781	1,817,835
	2024	535,500	150,000	1,308,763		645,199		—	35,855	2,675,317

The amounts for fiscal 2026 also include the grant date fair value of the time-based restricted stock awards and target payout amounts for the unit-based portion of the fiscal 2026 – 2028 performance awards as follows: Mr. Augdahl, $88,255; Mr. T. Johnson, $136,511; Ms. Lakkundi, $165,017; Mr. Jewell, $138,882; Mr. Silberhorn, $978,608; and Mr. Osberg, $251,995. The maximum payout amounts for the unit-based portion of the fiscal 2026 – 2028 performance awards are as follows: Mr. Augdahl, $176,511; Mr. T. Johnson, $273,021; Ms. Lakkundi, $330,034; Mr. Jewell, $277,765; Mr. Silberhorn, $1,957,216; and Mr. Osberg, $503,991. Further information regarding the fiscal 2026 awards is included in the “Fiscal 2026 Grants of Plan-Based Awards” table beginning on page 55 and “Outstanding Equity Awards at Fiscal 2026 Year-End” table on beginning on page 57.


Fiscal 2026 Grants of Plan-Based Awards
Name	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)			Estimated Future Payouts Under Equity Incentive Plan Awards(2)			All Other Stock Awards: Number of Shares of Stock or Units (#)(3)	Grant Date Fair Value of Stock Awards ($)(4)
		Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
Donald A. Nolan(5)
Fiscal 2026 short-term cash incentive	11/1/2025	—	925,000	1,850,000	—	—	—	—	—
CEO Offer Letter restricted stock	1/14/2026	—	—	—	—	—	—	49,240	1,749,990

Mark R. Augdahl
Fiscal 2026 short-term cash incentive	4/22/2025	22,063	176,500	353,000	—	—	—	—	—
LTIP Fiscal 2026 restricted stock	4/22/2025	—	—	—	—	—	—	3,870	176,511
LTIP Fiscal 2026 - 2028 performance award	4/22/2025	44,125	88,250	176,500	968	1,935	3,870	—	88,255
Restricted stock - promotion	1/19/2026	—	—	—	—	—	—	18,960	700,003
Troy R Johnson
Fiscal 2026 short-term cash incentive	4/22/2025	21,601	288,015	576,030	—	—	—	—	—
LTIP Fiscal 2026 restricted stock	4/22/2025	—	—	—	—	—	—	6,285	286,659
LTIP Fiscal 2026 - 2028 performance award	4/22/2025	68,250	136,500	273,000	1,497	2,993	5,986	—	136,511
Restricted Stock - reassignment	10/17/2025	—	—	—	—	—	—	8,553	325,014
Restricted Stock - retention	1/14/2026	—	—	—	—	—	—	16,882	599,986
Veena M. Lakkundi
Fiscal 2026 short-term cash incentive	4/22/2025	24,750	330,000	660,000	—	—	—	—	—
LTIP Fiscal 2026 restricted stock	4/22/2025	—	—	—	—	—	—	7,959	363,010
LTIP Fiscal 2026 - 2028 performance award	4/22/2025	82,500	165,000	330,000	1,809	3,618	7,236	—	165,017
Restricted Stock - retention	1/14/2026	—	—	—	—	—	—	16,882	599,986


Fiscal 2026 Grants of Plan-Based Awards
Name	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)			Estimated Future Payouts Under Equity Incentive Plan Awards(2)			All Other Stock Awards: Number of Shares of Stock or Units (#)(3)	Grant Date Fair Value of Stock Awards ($)(4)
		Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
Brent C. Jewell
Fiscal 2026 short-term cash incentive	4/22/2025	20,835	277,800	555,600	—	—	—	—	—
LTIP Fiscal 2026 restricted stock	4/22/2025	—	—	—	—	—	—	6,091	277,811
LTIP Fiscal 2026 - 2028 performance award		69,450	138,900	277,800	1,523	3,045	6,090	—	138,882
Restricted stock retention	1/14/2026	—	—	—	—	—	—	16,882	599,986
Ty R. Silberhorn(6)
Fiscal 2026 short-term cash incentive	4/22/2025	116,500	932,000	1,864,000	—	—	—	—	—
LTIP Fiscal 2026 restricted stock	4/22/2025	—	—	—	—	—	—	28,608	1,304,811
LTIP Fiscal 2026 - 2028 performance award	4/22/2025	489,300	978,600	1,957,200	10,728	21,456	42,912	—	978,608
Matthew J. Osberg(7)
Fiscal 2026 short-term cash incentive	4/22/2025	63,000	504,000	1,008,000	—	—	—	—	—
LTIP Fiscal 2026 restricted stock	4/22/2025	—	—	—	—	—	—	12,155	554,390
LTIP Fiscal 2026 - 2028 performance award	4/22/2025	126,000	252,000	504,000	2,763	5,525	11,050	—	251,995

(3)This column shows the restricted stock awards made under the long-term incentive program on April 22, 2025, except for Mr. Nolan, this column shows his service award of time based restricted stock on January 14, 2026. For Mr. Augdahl, this column also shows his time-based restricted stock award related to his promotion to Executive Vice President and Chief Financial Officer effective January 19, 2026. For Mr. T. Johnson, this column also shows his reassignment grant of time-based restricted stock on October 17, 2026. For Messrs. T. Johnson, Jewell, and Ms. Lakkundi, this column also shows their retention grants of time-based restricted stock on January 14, 2026. See “Restricted Stock Awards” beginning on page 46.


Outstanding Equity Awards at Fiscal 2026 Year-End
	Stock Awards
Name	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)(1)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1)
Donald A. Nolan	49,240	(3)	1,960,737	—		—






Mark R. Augdahl	—		—	1,081	(4)	43,045
	—		—	688	(5)	27,396
	—		—	1,935	(6)	77,052
	445	(7)	17,720	—		—
	1,136	(8)	45,236	—		—
	401	(9)	15,968	—		—
	1,834	(10)	73,030	—		—
	3,870	(11)	154,103	—		—
	18,960	(12)	754,987	—		—
Troy R. Johnson	—		—	2,849	(4)	113,447
	—		—	1,027	(5)	40,895
	—		—	2,993	(6)	119,181
	1,899	(8)	75,618	—		—
	2,053	(10)	81,750	—		—
	6,285	(11)	250,269	—		—
	8,553	(13)	340,580	—		—
	16,882	(14)	672,241	—		—
Veena M. Lakkundi	—		—	3,618	(6)	144,069
	4,921	(15)	195,954	—		—
	7,959	(11)	316,927	—		—
	16,882	(14)	672,241	—		—


Outstanding Equity Awards at Fiscal 2026 Year-End
	Stock Awards
Name	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)(1)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1)
Brent C. Jewell	—		—	3,019	(4)	120,217
	—		—	1,092	(5)	43,483
	—		—	3,045	(6)	121,252
	2,214	(8)	88,161	—		—
	2,911	(10)	115,916	—		—
	6,091	(11)	242,544	—		—
	16,882	(14)	672,241	—		—
Ty R. Silberhorn	—		—	—		—






Matthew J. Osberg	—		—	—		—

Our Deferred Compensation Plan is a non-qualified deferred compensation plan for a select group of management and other highly compensated employees of our Company and our subsidiaries, including our Named Executive Officers. For the 2025, 2024 and 2023 calendar years, approximately 137, 136 and 145 of our employees, respectively, were eligible to participate in our Deferred Compensation Plan and approximately 138 employees are eligible for the 2026 calendar year. Our Deferred Compensation Plan allows for deferrals by participants of up to 75% of base salary and sales commissions, and up to 100% of bonuses and other cash or equity-based compensation approved by the Compensation Committee, and also provides that we may establish rules permitting a participant to defer performance-based compensation up to six months prior to the end of a performance period. There is no maximum dollar limit on the amount that may be deferred by a participant each year. A participant in our Deferred Compensation Plan may elect to have the participant's account credited with earnings and investment gains and losses by assuming that deferred amounts were invested in one or more of 18 hypothetical investment fund options selected by the participant, which had investment returns ranging from 3.11% to 41.04% for calendar year 2025. An Apogee common stock fund is not one of the investment options available under our Deferred Compensation Plan. Participants are permitted to change their investment elections at any time. We may also make discretionary contributions to a participant's account under our Deferred Compensation Plan, and our Company will designate a vesting schedule for each such contribution. The participants are always 100% vested in the amount they defer, and the earnings, gains and losses credited to their accounts. Participants are entitled to receive a distribution from their account upon:

Our Deferred Incentive Compensation Plan (the "Legacy Deferred Compensation Plan") is a non-qualified deferred compensation plan for a select group of management and other highly compensated employees of our Company and our subsidiaries; however, in October 2010, the plan was amended to prohibit any future participant deferrals to the plan after our fiscal 2011. Our Legacy Deferred Compensation Plan allowed for deferrals by participants of up to 100% of bonuses. A participant in our Legacy Deferred Compensation Plan may elect to have the participant's account credited with the applicable interest rate as set forth in the plan or credited with earnings and investment gains and losses by assuming the deferred amounts were invested in one or more of 18 hypothetical investment fund options selected by the participant, which had investment returns ranging from 3.11% to 41.04% for calendar year 2025. Participants are permitted to change their investment elections at any time. For amounts deferred for plan years beginning on or after January 1, 2010, the applicable interest rate, which is not considered to be an “above-market” interest rate, is the monthly average yield for the last calendar month of the prior fiscal year on U.S. Treasury securities adjusted to a constant maturity of 10 years. For amounts deferred for plan years beginning prior to January 1, 2010, the applicable interest rate, which may be considered to be an “above-market” interest rate, is the greater of the following rates: (i) the sum of one and one-half percent (1- 1/2%) plus the monthly average yield for the last calendar month of the prior fiscal year on U.S. Treasury securities adjusted to a constant maturity of 10 years; or (ii) one-half of the rate of Apogee's after-tax return on beginning shareholders' equity for the prior fiscal year. Participants are entitled to receive a distribution from their account upon termination of employment (as defined in our Legacy Deferred Compensation Plan), disability, death, retirement (as defined in our Legacy Deferred Compensation Plan), or unforeseeable emergency that results in “severe financial hardship” that is consistent with the meaning of such term under Section 409A of the Internal Revenue Code. Distributions are in either a lump sum or installments based on participant elections as allowed under our Legacy Deferred Compensation Plan. Our Legacy Deferred Compensation Plan is an unfunded obligation of Apogee, and participants are unsecured creditors of Apogee.


Fiscal 2026 Non-Qualified Deferred Compensation
Name	Name of Plan	Executive Contributions in Last Fiscal Year ($)(1)(2)	Registrant Contributions in Last Fiscal Year ($)	Change in Pension Value and Aggregate Earnings in Last Fiscal Year ($)(3)	Aggregate Withdrawals/Distributions ($)(3)	Aggregate Balance at Last Fiscal Year End ($)
Donald A.	Deferred Compensation	—	—	—	—	—
Nolan	Legacy Deferred Compensation	—	—	—	—	—
Mark R.	Deferred Compensation	37,365	—	—	—	1,062,794
Augdahl	Legacy Deferred Compensation	—	—	12,070	—	362,853
Troy R.	Deferred Compensation	—	—	—	—	—
Johnson	Legacy Deferred Compensation	—	—	—	—	—
Veena M.	Deferred Compensation	—	—	—	—	—
Lakkundi	Legacy Deferred Compensation	—	—	—	—	—
Brent C.	Deferred Compensation	—	—	—	—	—
Jewell	Legacy Deferred Compensation	—	—	—	—	—
Ty R.	Deferred Compensation	—	—	—	—	—
Silberhorn	Legacy Deferred Compensation	—	—	—	—	—
Matthew J.	Deferred Compensation	—	—	—	—	—
Osberg	Legacy Deferred Compensation	—	—	—	—	—

In the event a Named Executive Officer retires, the Compensation Committee may exercise its discretion to accelerate the vesting of their restricted stock awards. In the event a Named Executive Officer retires prior to the end of a performance period for a performance award, the Named Executive Officer will be entitled to receive a pro-rata payment (based on the amount of time elapsed between the beginning of the performance period and the date of termination) after the end of the performance period based on the level of achievement of the performance metric. In the event a Named Executive Officer retires after the performance period, they will be entitled to receive, if not yet paid, the performance award. None of our Named Executive Officers were deemed retirement eligible as of the end of fiscal 2026.

In connection with Mr. Silberhorn's appointment as Chief Executive Officer effective January 4, 2021, to replace forfeited compensation earned by him at his previous employer, he received restricted stock of the Company valued at $1,400,000, which vests in two installments over a five-year period, with the first installment of $500,000 vesting on January 4, 2023, and the second installment of $900,000 vesting on January 4, 2026 (the “Retention Grant Agreement”). If Mr. Silberhorn's employment is terminated within five years of the Commencement Date (as defined in the Retention Grant Agreement) by the Company without “Cause” (as defined in the Retention Grant Agreement) or by him for “Good Reason” (as defined in the Retention Grant Agreement), Mr. Silberhorn shall be entitled to automatic acceleration of any unvested shares of the Retention Grant Agreement. The second installment of unvested shares were accelerated and vested as of Mr. Silberhorn's departure on October 31, 2025.

If the employment of any of our Named Executive Officers is terminated due to disability, the terms of our restricted stock agreements provide for the immediate vesting of such awards. In the event employment is terminated prior to the end of a performance period for a performance award, the Named Executive Officer will be entitled to receive a pro-rata payment (based on the amount of time elapsed between the beginning of the performance period and the date of termination) after the end of the performance period based on the level of achievement of the performance metric. In the event employment is terminated after the performance period, the Named Executive Officer will be entitled to receive, if not yet paid, the performance award.

Our CIC Severance Agreement contains a “double trigger” for benefits, which means that there must be both a “Change-in-Control of Apogee” and a qualifying termination of the executive’s employment for the provisions to apply. It provides that, in the event of a “Change-in-Control of Apogee,” each of our Named Executive Officers will have specific rights and receive specified benefits if the executive officer is terminated without “Cause” (as defined in the CIC Severance Agreement) or the executive officer voluntarily terminates their employment for “Good Reason” (as defined in the CIC Severance Agreement) within two-years after the “Change-in-Control of Apogee.” In these circumstances, our Named Executive Officers will each receive a severance payment equal to two times their annual base salary and short-term cash incentive at target level performance for such fiscal year. For Messrs. Augdahl, T. Johnson and Jewell and Ms. Lakkundi, our CIC Severance Agreement provides that, for a 24-month period following a “Change-in-Control of Apogee,” our Company will continue to provide medical and dental insurance coverage for the executive officer and the executive officer’s dependents or will reimburse the executive officer for the cost of obtaining substantially similar benefits. For Messrs. Silberhorn and Osberg, the CIC Severance Agreements that had been in place were no longer in effect following separation from the Company. No benefits will be paid to the executive officer pursuant to the CIC Severance Agreement unless the executive officer executes and delivers to Apogee a release of claims. Subject to the double trigger described above, all shares of restricted stock that have not vested by the Employment Termination Date will vest. For performance awards, the performance period will end on the date of the "Change-in-Control of Apogee," and the award will be adjusted by the Compensation Committee in its sole discretion. If a "Change-in-Control of Apogee" occurs after the performance period, the Company will pay any unpaid amount earned during the performance period.

The table below shows potential payments to our Named Executive Officers upon certain terminations pursuant to disability, death or a change-in-control of our Company. The table below assumes that disability, death or the termination of employment occurred, or the "Change-in-Control of Apogee" was effective as of February 27, 2026, the last trading day of fiscal 2026. The amounts shown are estimates of the amounts that would be paid to the Named Executive Officers upon termination of employment or the change-in-control, in addition to the base salary and bonus earned by our Named Executive Officers for fiscal 2026. The actual amounts to be paid can only be determined at the actual time of a Named Executive Officer’s termination of employment.


Name	Type of Payment	Payments Upon Disability ($)		Payments Upon Death ($)		Payments Upon Involuntary or Good Reason Termination After a Change-in- Control Occurs ($)
Donald A.	Cash Severance Payment	—		—		—
Nolan(1)	Health Insurance Benefits	—		—		—
	Reimbursement of Legal Costs	—		—		—
	Acceleration of Vesting
	Restricted Stock	1,960,737	(2)	1,960,737	(2)	1,960,737	(2)
	Performance Awards	—		—		—
	Disability Payments	366,249	(3)	—		—
	Total	2,326,986		1,960,737		1,960,737
Mark R.	Cash Severance Payment	—		—		1,925,000	(4)
Augdahl	Health Insurance Benefits	—		—		10,662
	Reimbursement of Legal Costs	—		—		—	(5)
	Acceleration of Vesting
	Restricted Stock	1,061,044	(2)	1,061,044	(2)	1,061,044	(2)
	Performance Awards	—	(6)	—	(6)	396,210	(7)
	Disability Payments	272,499	(3)	—		—
	Total	1,333,543		1,061,044		3,392,916
Troy R.	Cash Severance Payment	—		—		1,616,160	(4)
Johnson	Health Insurance Benefits	—		—		65,206
	Reimbursement of Legal Costs	—		—		—	(5)
	Acceleration of Vesting
	Restricted Stock	1,420,459	(2)	1,420,459	(2)	1,420,459	(2)
	Performance Awards	—	(6)	—	(6)	704,679	(7)
	Disability Payments	261,264	(3)	—		—
	Total	1,681,723		1,420,459		3,806,504
Veena M.	Cash Severance Payment	—		—		1,760,000	(4)
Lakkundi	Health Insurance Benefits	—		—		65,206
	Reimbursement of Legal Costs	—		—		—	(5)
	Acceleration of Vesting
	Restricted Stock	1,185,123	(2)	1,185,123	(2)	1,185,123	(2)
	Performance Awards	—	(6)	—	(6)	309,069	(7)
	Disability Payments	272,499	(3)	—		—
	Total	1,457,622		1,185,123		3,319,398

We identified our median employee based on the total cash and stock-based compensation earned during the twelve-month period ended December 31, 2025. In making this determination, we annualized the compensation of all full- and part-time permanent employees included in the sample who were hired in calendar year 2025, but did not work for us or our included subsidiaries for the entire twelve-month period described below. For purposes of determining the total cash and stock-based compensation earned, we included: the amount of base salary (or, in the case of hourly workers, base wages including overtime pay) the employee received during the twelve months ended December 31, 2025, the amount of any cash incentives paid or deferred in such period (which include sales commissions as well as cash incentives that are generally paid for performance during the prior quarter or year), and the amount of any income from stock-based compensation, as reflected in our payroll records. For purposes of identifying the median employee, we applied the average exchange rate for calendar year 2025, which was U.S. dollars to Canadian dollars – 1.3973 CAD.

Once we identified our median employee, we then determined that employee’s annual total compensation, including any perquisites and other benefits, in the same manner that we determine the annual total compensation of our Named Executive Officers for purposes of the "Summary Compensation Table" beginning on page 53 disclosed above. The annual total compensation for our median employee for fiscal 2026 was determined to be $67,025. This amount was then compared to the annualized total compensation of our Chief Executive Officer disclosed above in the "Summary Compensation Table" beginning on page 53, of $6,509,647. The elements included in the Chief Executive Officer’s total compensation are discussed above in the footnotes to the "Summary Compensation Table" beginning on page 53.

Our Board, on the recommendation of our Compensation Committee, approved on April 23, 2026 an amendment and restatement to the Apogee Enterprises, Inc. 2019 Stock Incentive Plan, as Amended and Restated (2026) (the “2019 Stock Plan”), subject to shareholder approval at the Annual Meeting. The proposed amendment and restatement would add an additional 800,000 shares to the 2019 Stock Plan share reserve. As of February 28, 2026, the last day of fiscal 2026, there were approximately 390,862 shares of our common stock remaining available for future awards under the current 2019 Stock Plan, which is the Company’s only equity-based compensation plan under which awards may be made to executive officers and other employees, other than the Legacy Partnership Plan, which has been frozen since 2008, pursuant to which 3,822 shares are available for issuance. The 2019 Stock Plan was originally approved by our shareholders on June 23, 2021. The purpose of the 2019 Stock Plan is to promote the interests of the Company and its shareholders by aiding the Company in attracting and retaining employees, officers, consultants and independent contractors capable of assuring the future success of the Company, by providing such persons with opportunities for stock ownership in the Company and to align the interests of such persons with those of our shareholders. The Board believes that it is in the best interest of the Company and our shareholders to further increase the maximum number of shares issuable under the 2019 Stock Plan to enable the Company to continue offering meaningful equity incentives to eligible participants. The Compensation Committee (for purposes of this summary, the “Committee”) administers the 2019 Stock Plan. The following discussion and summary of the material terms of the 2019 Stock Plan is qualified in its entirety by reference to the full text of the 2019 Stock Plan which is set forth in Appendix B to this proxy statement.


Name Executive Officers	Shares Underlying Restricted Stock Granted (#)	Shares Underlying Restricted Stock Units and Deferred Restricted Stock Units Granted (#)	Shares Underlying Performance Share Units Granted (at Target) (#)

Donald A. Nolan(1) Chief Executive Officer and Executive Chair of the Board	7,386	41,854	—
Mark R. Augdahl Executive Vice President, Chief Financial Officer	22,830	—	1,935
Troy R. Johnson President, Architectural Metals Segment	31,720	—	2,993
Veena M. Lakkundi President, Performance Surfaces Segment	24,841	—	3,618
Brent C. Jewell President, Architectural Glass Segment	22,973	—	3,045
Ty R. Silberhorn(2) Former President and Chief Executive Officer	28,608	—	21,456
Matthew J. Osberg(3) Former Executive Vice President, Chief Financial Officer	12,155	—	5,525
Non-Employee Directors
Christina M. Alvord(1)	—	—	—
Lloyd E. Johnson(1)	—	—	—
Elizabeth M. Lilly(1)	—	—	—
Herbert K. Parker(1)	—	—	—
Mark A. Pompa(1)	—	—	—
Patricia K. Wagner(1)	—	—	—
All current executive officers as a group (seven persons)	137,740	41,854	13,115
All current non-employee directors as a group (six persons)	—	—	—
All employees, including current officers who are not executive officers, as a group	117,651	290	13,446

Eligibility. Any employee, officer, consultant or independent contractor providing services to Apogee Enterprises, Inc. or an affiliate, or any person to whom an offer of employment or engagement has been made, and who is selected by the Committee to participate, is eligible to receive an award under the 2019 Stock Plan. The number of persons eligible to participate as of April 27, 2026 (the record date for the meeting), had the 2019 Stock Plan been in effect, is estimated to be approximately 4,107 employees, eight officers and no consultants or independent contractors; however, historically the Committee has not granted awards to more than approximately 100 employees in any single fiscal year.

Shares Available for Awards. If this Proposal to increase the share reserve is approved, the aggregate number of shares that may be issued under all stock-based awards made under the 2019 Stock Plan will be 2,950,000 shares. All shares subject to awards, regardless of the type of award, will count against the 2019 Stock Plan’s reserve on a 1:1 basis for each share subject to the award. If awards issued under the 2019 Stock Plan expire or otherwise terminate without being exercised or settled, the shares of common stock not acquired pursuant to such awards again become available for issuance under the 2019 Stock Plan. However, under the share counting provisions of the 2019 Stock Plan, the following classifications of shares will not again be available for issuance: (i) shares unissued due to a “net exercise” of a stock option, (ii) any shares withheld or shares tendered to satisfy tax withholding obligations under any award, (iii) shares covered by a SAR that is not settled in shares upon exercise, and (iv) shares repurchased using stock option exercise proceeds.

The Committee will have the right to make the timing of the grant and/or the issuance, ability to retain, vesting, exercise and/or settlement of awards subject to completion of a minimum period of service, achievement of one or more performance goals or both as deemed appropriate by the Committee; provided, that a maximum of five percent of the aggregate number of shares available for issuance under the 2019 Stock Plan may be issued with the terms providing for a right of exercise or a lapse on any vesting condition earlier than a date that is at least one year following the date of grant (or, in the case of vesting based upon performance-based objectives, exercise and vesting restrictions cannot lapse earlier than the one-year anniversary, measured from the commencement of the period over which performance is evaluated). The Committee will also have the right to determine whether awards are exercised or payable in shares, cash or a combination thereof.

Special Limitations on ISOs. In the case of a grant of an option intended to qualify as an ISO, no such option may be granted to a participant who owns, at the time of the grant, stock representing more than 10% of the total combined voting power of all classes of our stock or our subsidiaries unless the exercise price per share of our common stock subject to such ISO is at least 110% of the fair market value per share of our common stock on the date of grant, and such ISO award is not exercisable more than five years after its date of grant. In addition, options designated as ISOs shall not be eligible for treatment under the Internal Revenue Code as ISOs to the extent that either: (i) the aggregate fair market value of shares of common stock (determined as of the time of grant) with respect to which such ISOs are exercisable for the first time by the participant during any calendar year exceeds $100,000 or (ii) such ISOs otherwise remain exercisable but are not exercised within three months after termination of employment (or such other period of time provided in Section 422 of the Internal Revenue Code).

Termination and Amendment. The 2019 Stock Plan has a term of ten years expiring on June 25, 2029, unless terminated earlier by the Board. The Board may from time to time amend, suspend or terminate the 2019 Stock Plan. No amendment or modification of the 2019 Stock Plan may be made that would adversely affect any outstanding award without the consent of the participant or the current holder of the award (except in the case of a corporate transaction as described below). Amendments to the 2019 Stock Plan must be approved by the shareholders, if required under the listing requirements of the Nasdaq Global Select Market or any other securities exchange applicable to the Company, or if the amendment would (i) increase the number of shares authorized under the 2019 Stock Plan, (ii) permit a repricing of options or SARs, (iii) permit the award of options or SARs with an exercise price less than 100% of the fair market value of a share on the date of grant, (iv) increase the maximum term of options or SARs, or (v) increase the annual per-person share limits under the 2019 Stock Plan.

Limited Transferability of Awards. Generally, no award or other right or interest of a participant under the 2019 Stock Plan (other than fully vested and unrestricted shares issued pursuant to an award) shall be transferable by a participant other than by will or by the laws of descent and distribution, and no right or award may be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance shall be void and unenforceable against the Company or any affiliates. However, the Committee may allow transfer of an award to family members for no value, and such transfer shall comply with the General Instructions to Form S-8 under the Securities Act of 1933, as amended. The Committee may establish procedures to allow a named beneficiary to exercise the rights of the participant and receive any property distributable with respect to any award upon the participant’s death.

Exercise of Options and SARs. Upon exercising a non-qualified stock option, the optionee must recognize ordinary income equal to the excess of the fair market value of the shares of the Company’s common stock acquired on the date of exercise over the exercise price, and we generally will be entitled at that time to an income tax deduction for the same amount. The holder of an ISO generally will have no taxable income upon exercising the option (except that an alternative minimum tax liability may arise), and we will not be entitled to an income tax deduction. Upon exercising a SAR, the amount of any cash received and the fair market value on the exercise date of any shares of our common stock received are taxable to the recipient as ordinary income and generally are deductible by us.

Disposition of Shares Acquired Upon Exercise of Options and SARs. The tax consequence upon a disposition of shares acquired through the exercise of an option or SAR will depend on how long the shares have been held and whether the shares were acquired by exercising an ISO or by exercising a non-qualified stock option or SAR. Generally, there will be no tax consequence to the Company in connection with the disposition of shares acquired under an option or SAR, except that the Company may be entitled to an income tax deduction in the case of the disposition of shares acquired under an ISO, if the disposition occurs before the applicable ISO holding periods set forth in the Internal Revenue Code have been satisfied.

Awards Other than Options and SARs. If an award is payable in shares of our common stock that are subject to substantial risk of forfeiture, unless a special election is made by the holder of the award under the Internal Revenue Code, the holder must recognize ordinary income equal to the excess of: (i) the fair market value of the shares received (determined as of the first time the shares become transferable or not subject to substantial risk of forfeiture, whichever occurs earlier) over (ii) the amount (if any) paid for the shares by the holder of the award. We will generally be entitled at that time to an income tax deduction for the same amount. As to other awards granted under the 2019 Stock Plan that are payable either in cash or shares of our common stock not subject to substantial risk of forfeiture, the holder of the award must recognize ordinary income equal to: (a) the amount of cash received or, as applicable, (b) the excess of (i) the fair market value of the shares received (determined as of the date such shares are received) over (ii) the amount (if any) paid for the shares by the holder of the award.

Income Tax Deduction. Subject to the usual rules concerning reasonable compensation, including our obligation to withhold or otherwise collect certain income and payroll taxes, we generally will be entitled to a corresponding income tax deduction at the time a participant recognizes ordinary income from awards made under the 2019 Stock Plan. However, Section 162(m) of the Code prohibits publicly held corporations from deducting more than $1 million per year in compensation paid to certain named executive officers. The Tax Cuts and Jobs Act (the “Act”), which was signed into law at the end of 2017, made significant changes to the deduction limit under Section 162(m), which are effective for taxable years beginning on and after January 1, 2018. The Act eliminated the exception to the deduction limit for qualified performance-based compensation and broadens the application of the deduction limit to certain current and former executive officers who previously were exempt from such limit. Therefore, compensation paid to a covered executive under the 2019 Stock Plan in excess of $1 million generally will not be deductible.

(1)Includes 75,783 shares underlying performance share unit awards granted under our 2019 Stock Incentive Plan, assuming maximum performance; 133,967 restricted stock unit awards granted under our 2019 Stock Incentive Plan, 2009 Non-Employee Director Stock Plan, and 2019 Non-Employee Director Stock Plan; and 20,523 phantom shares under our prior Deferred Compensation Plan for Non-Employee Directors. Dividends accrue on the outstanding performance share units during the three-year performance periods but will be paid only on shares earned at the end of each performance cycle. Certain outstanding restricted stock units have dividend rights attached, but none of the restricted stock units are transferable.

(2)At the beginning of fiscal years 2024, 2025 and 2026, performance share units were awarded to plan participants which will vest based on our Company’s performance over each three-year performance period. The performance share units represent the right to receive shares of our common stock at the end of each three-year performance period. Pursuant to SEC rules and the reporting requirements for this table, we have included in this column 75,783 shares underlying the outstanding performance share units at maximum performance, assuming our Company performed at the maximum level during the applicable performance periods. Only 38,544 shares underly the performance awards at target level performance.

In performing its oversight role, the Audit Committee also (i) discussed with Deloitte & Touche LLP the matters required to be discussed pursuant to applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission, (ii) discussed with Deloitte & Touche LLP their independence and concluded that it is independent from the Company and management, and (iii) received the written disclosures and the letter from Deloitte & Touche LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence.

Consistent with policies of the SEC regarding auditor independence, our Audit Committee has responsibility for appointing, setting compensation and overseeing the work of our independent registered public accounting firm. In recognition of this responsibility, our Audit Committee established a policy to require pre-approval of all audit and permissible non-audit services provided by our independent registered public accounting firm. As permitted by regulations of the SEC, our Audit Committee delegated the authority to pre-approve services provided by our independent registered public accounting firm to the Chair of our Audit Committee, who reports any pre-approval decisions to our Audit Committee at its next regularly scheduled meeting.

Proposal

Vote Required

Voting
Options

Board
Recommendation

Broker

Discretionary

Voting

Allowed(1)

Impact of
Abstention

Impact
of
Broker
Non-
Vote

Proposal 1 – Election of two Class I directors for terms expiring at our 2029 Annual Meeting of Shareholders

Majority of votes cast (votes cast “For” must exceed votes cast “Against”)(2)

FOR, AGAINST, ABSTAIN

FOR

None

Proposal 2 – “Say on Pay” Advisory vote to approve Apogee’s executive compensation

Majority of votes present in person (i.e., online) or by proxy and entitled to vote on this item(3)

FOR, AGAINST, ABSTAIN

FOR

Against

None

Proposal 3 - Approval of the Apogee Enterprises, Inc. 2019

Stock Incentive Plan, As Amended and Restated (2026)

Majority of votes present in person (i.e., online) or by proxy and entitled to vote on this item(3)

FOR, AGAINST, ABSTAIN

FOR

Against

None

Proposal 4 - Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending February 27, 2027

Majority of votes present in person (i.e., online) or by proxy and entitled to vote on this item(3)

FOR, AGAINST, ABSTAIN

FOR

Yes

Against

N/A

(2)Section 5.02 of the Company’s Articles of Incorporation requires that a director nominee will be elected only if they receive a majority of the votes cast with respect to their election in an uncontested election, that is, the number of shares “for” that nominee exceeds the number of votes cast “against” that nominee. A vote to “abstain” will not have any effect on determining the election results. If a director nominee is not elected and the nominee is an incumbent director, that director shall promptly tender their resignation to the Board of Directors, subject to acceptance by the Board of Directors. In that event, the Nominating and Corporate Governance Committee must make a recommendation to the Board on whether to accept or reject the tender of resignation. The Board, after taking into account the recommendation, must publicly disclose its decision and rationale within 90 days after the election. The director who failed to receive a majority vote will not participate in the decision.

If you hold shares in our Employee Stock Purchase Plan or other plans of Apogee and have a company email address, you will receive our 2026 Proxy Statement and 2026 Annual Report to Shareholders electronically at your company email address instead of receiving paper copies of these documents in the mail. The email will provide instructions and a control number to use to provide voting instructions to the plan trustee via the Internet. If you receive our 2026 Proxy Statement and 2026 Annual Report to Shareholders electronically, you may only provide voting instructions to the plan trustee or plan custodian, as applicable, via the Internet and you will not receive a proxy card that can be returned by mail.

Committee for nomination by our Board of Directors at our next annual meeting, or for vacancies on our Board of Directors that arise between meetings, must provide our Nominating and Corporate Governance Committee with sufficient written documentation to permit a determination by our Nominating and Corporate Governance Committee and our Board of Directors as to whether such candidate meets the required and desired director selection criteria set forth in our Corporate Governance Guidelines and the factors discussed under the heading “Criteria for Membership on Our Board of Directors” above. Such documentation and the name of the director candidate must be sent by U.S. mail to our Corporate Secretary at Apogee Enterprises, Inc., 4400 West 78th Street, Suite 520, Minneapolis, MN 55435, no later than January 12, 2027. Our Corporate Secretary will send properly submitted shareholder recommendations to the Chair of our Nominating and Corporate Governance Committee for consideration at a future committee meeting.

Under our Amended and Restated By-laws, a shareholder proposal not included in our Proxy Statement for the 2027 Annual Meeting of Shareholders is untimely and may not be presented in any manner at the 2027 Annual Meeting of Shareholders unless the shareholder wishing to make the proposal follows the notice procedures set forth in our Amended and Restated By-laws. Any such shareholder proposals for the 2027 Annual Meeting of Shareholders must be in the form and substance required by the Amended and Restated By-laws and must be submitted to our Corporate Secretary at the address indicated on the Notice of Annual Meeting of Shareholders no later than February 24, 2027.

The SEC rules allow a single copy of the proxy statement and Annual Report to Shareholders to be delivered to multiple shareholders sharing the same address and last name, or who we reasonably believe are members of the same family, and who consent to receive a single copy of these materials in a manner provided by these rules. This practice is referred to as “householding” and can result in significant savings of paper and mailing costs. Although we do not household for our registered shareholders, some brokers household Apogee notices, proxy statements and annual reports, delivering single copies of such documents to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate copy of our proxy statement and annual report, or if you are receiving multiple copies of documents and wish to receive only one, please notify your broker. We will promptly deliver upon written or oral request a separate copy of our proxy statement and/or Annual Report to Shareholders to a shareholder at a shared address to which a single copy of any such

This Proxy Statement contains non-GAAP (generally accepted accounting principles in the United States) financial measures. The non-GAAP financial measures below are used as internal measures for performance-based compensation decisions, as further discussed in the Compensation Discussion and Analysis. Definitions for the non-GAAP financial measures contained in this Proxy Statement are provided on page 36 and the reconciliations of the non-GAAP financial measures are located below in this Appendix A. Other companies, including companies in our industry, may define these measures differently or may utilize different non-GAAP financial measures, limiting the usefulness of those measures for comparative purposes between companies.


Apogee Enterprises, Inc.
Reconciliation of Non-GAAP Financial Measures
Adjusted EBITDA and Adjusted EBITDA Margin
(Unaudited)
	Twelve Months Ended February 28, 2026 (52 Weeks)
(In thousands)	Architectural Metals		Architectural Services		Architectural Glass		Performance Surfaces		Corporate and Other		Consolidated
Net earnings (loss)	$	37,775	$	12,193	$	32,661	$	24,659	$	(53,157)	$	54,131
Interest expense (income), net	1,733		(310)		(699)		—		13,252		13,976
Income tax (benefit) expense	(43)		(8)		295		—		23,081		23,325
Depreciation and amortization	14,813		3,593		13,442		15,153		2,997		49,998
EBITDA	54,278		15,468		45,699		39,812		(13,827)		141,430
Acquisition-related costs (1)	—		—		—		1,831		313		2,144
Restructuring costs (2)	6,571		15,388		—		—		5,484		27,443
CEO transition costs (3)	—		—		—		—		3,026		3,026
NMTC settlement gain (4)	(6,740)		—		—		—		—		(6,740)
Adjusted EBITDA	$	54,109	$	30,856	$	45,699	$	41,643	$	(5,004)	$	167,303

EBITDA margin	10.8%		3.5%		16.1%		20.1%		N/M		10.1%
Adjusted EBITDA margin	10.7%		7.0%		16.1%		21.0%		N/M		11.9%






	Twelve Months Ended March 01, 2025 (52 Weeks)
(In thousands)	Architectural Metals		Architectural Services		Architectural Glass		Performance Surfaces		Corporate and Other		Consolidated
Net earnings (loss)	$	40,345	$	30,035	$	60,451	$	19,611	$	(65,390)	$	85,052
Interest expense (income), net	2,113		10		(408)		—		4,444		6,159
Income tax expense (benefit)	7		—		(653)		—		28,168		27,522
Depreciation and amortization	16,471		3,978		12,274		9,086		2,799		44,608
EBITDA	58,936		34,023		71,664		28,697		(29,979)		163,341
Acquisition-related costs (1)	—		—		—		2,189		5,773		7,962

Restructuring costs (2)	4,021		(490)		—		—		792		4,323
Impairment expense (5)	7,634		—		—		—		—		7,634
Arbitration award expense (6)	—		—		—		—		9,393		9,393


Adjusted EBITDA	$70,591		$33,533		$71,664		$	30,886	$	(14,021)	$192,653

EBITDA margin	11.2%		8.1%		22.2%		23.5%		N/M		12.0%
Adjusted EBITDA margin	13.5%		8.0%		22.2%		25.3%		N/M		14.2%






	Twelve Months Ended March 02, 2024 (53 Weeks)
(In thousands)	Architectural Metals			Architectural Services			Architectural Glass			Performance Surfaces			Corporate and Other		Consolidated
Net earnings (loss)	$	61,252		$	10,782		$	70,495		$	23,082		$	(65,998)	$	99,613
Interest expense (income), net	3,578			1,058			(377)			1,151			1,259		$	6,669
Income tax expense (benefit)	3			—			352			—			29,285		$	29,640
Depreciation and amortization	19,226			4,011			11,955			3,040			3,356		$	41,588
EBITDA	84,059			15,851			82,425			27,273			(32,098)		177,510


Restructuring costs (2)	5,970			2,526			—			—			3,907		12,403



NMTC settlement gain (4)	—			—			(4,687)			—			—		(4,687)
Adjusted EBITDA	$	90,029		$	18,377		$	77,738		$	27,273		$	(28,191)	$	185,226

EBITDA margin	14.0		%	4.2		%	21.8		%	27.5		%	N/M		12.5		%
Adjusted EBITDA margin	15.0		%	4.9		%	20.5		%	27.5		%	N/M		13.1		%


(1)			Acquisition-related costs include one-time expenses incurred to integrate the UW Solutions acquisition. In fiscal year 2025, it excludes $2.3 million of backlog amortization added back as part of depreciation and amortization above.
(2)			Restructuring costs related to Project Fortify. Costs incurred in fiscal year 2024 and 2025 were associated with Phase 1 and costs incurred in fiscal year 2026 are associated with Phase 2, including $11.5 million of asset impairment charges in fiscal 2026.
(3)			Transition costs related to departure of Chief Executive Officer during the third quarter of fiscal 2026.
(4)			Gain related to the settlement of a New Market Tax Credit transaction.

(5)			Impairment expense on intangible assets in the Architectural Metals Segment.
(6)			Expense related to an arbitration award, which represents the impact of the award amount net of existing reserves and estimated insurance proceeds.


Apogee Enterprises, Inc.
Reconciliation of Non-GAAP Financial Measure - Adjusted Return on Invested Capital (ROIC)
(unaudited) (in thousands)
	Twelve Months Ended
	February 28, 2026 (52 weeks)		March 1, 2025 (52 weeks)		March 2, 2024 (53 weeks)
Net earnings	$	54,131	$	85,052	$	99,613
Interest expense, net (after tax)	10,834		4,635		5,036
Other income, net (after tax)	(5,394)		(469)		(1,577)
Net operating income after taxes	$	59,571	$	89,218	$	103,072
Adjustments:
Acquisition-related costs (1)	2,144		10,302		—
Restructuring costs (2)	27,443			4,323	12,403
Impairment expense (3)	—		7,634		—
Arbitration award expense (4)	—		9,393		—
CEO transition and costs (5)	3,026		—		—

Total Adjustments	$	32,613	$	31,652	$	12,403

Income tax impact on adjustments (6)	7,331		7,831		3,039
Adjusted net operating income after taxes	84,852		113,039		112,436

Average invested capital (7)	885,592		757,178		668,555

Adjusted average invested capital	885,592		757,178		668,555

Return on invested capital (8)	6.73%		11.78%		15.42%
Adjusted return on invested capital (9)	9.58%		14.93%		16.82%


(1)			Acquisition-related costs include one-time expenses incurred to integrate the UW Solutions acquisition.
(2)			Restructuring costs related to Project Fortify. Cost incurred in fiscal year 2024 and 2025 were associated with Phase 1 and costs incurred in fiscal year 2026 are associated with Phase 2.
(3)			Impairment expense for intangible assets in the Architectural Metals Segment.
(4)			Loss related to an uninsured portion of an arbitration award.
(5)			Transition and costs related to departure of Chief Executive Officer during the third quarter of fiscal 2026.

(6)			Income tax impact reflects the estimated tax rate for the jurisdictions in which the charge or income occurred.
(7)			Average invested capital represents a trailing five quarter average of total assets less average current liabilities (excluding current portion long-term debt).
(8)			ROIC is calculated by dividing net operating income after taxes by average invested capital.
(9)			Adjusted ROIC is calculated by dividing adjusted net operating income after taxes by adjusted average invested capital.

(a) “Acquiring Person” shall mean any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) who or which, together with all Affiliates and Associates of such person, is the Beneficial Owner (as defined in Rule 13d-3 promulgated under the Exchange Act) of 10% or more of the shares of Common Stock of the Company then outstanding, but shall not include the Company, any subsidiary of the Company or any employee benefit plan of the Company or of any subsidiary of the Company or any entity holding shares of Common Stock organized, appointed or established for, or pursuant to the terms of, any such plan. For purposes of this definition, “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 promulgated under the Exchange Act.

(k) “Continuing Director” shall mean any person who is a member of the Board, who is not an Acquiring Person or an Affiliate or Associate of an Acquiring Person, or a representative of an Acquiring Person or of any such Affiliate or Associate, and who (A) was a member of the Board on the date of the applicable Award Agreement or (B) subsequently becomes a member of the Board, if such person’s initial nomination for election or initial election to the Board is recommended or approved by a majority of the Continuing Directors. For purposes of this definition, “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 promulgated under the Exchange Act.

(a) Shares Available. Subject to adjustment as provided in Section 4(c) of the Plan, the aggregate number of Shares that may be issued under all Awards under the Plan shall equal 2,950,000. The aggregate number of Shares that may be issued under all Awards under the Plan shall be reduced by Shares subject to Awards issued under the Plan in accordance with the Share counting rules described in Section 4(b) below. On and after shareholder approval of this Plan, no awards shall be granted under the Prior Stock Plan, but all outstanding awards previously granted under the Prior Stock Plan shall remain outstanding and subject to the terms of the Prior Stock Plan.

(ii) Shares Not Added Back to Reserve. Notwithstanding anything to the contrary in Section 4(b)(i) above, the following Shares will not again become available for issuance under the Plan: (A) any Shares which would have been issued upon any exercise of an Option but for the fact that the exercise price was paid by a “net exercise” pursuant to Section 6(a)(iii)(B) or any Shares tendered in payment of the exercise price of an Option; (B) any Shares withheld by the Company or Shares tendered to satisfy any tax withholding obligation with respect to an Award; (C) Shares granted as a stock‑settled Stock Appreciation Right issued under the Plan that are not issued in connection with settlement in Shares upon exercise; or (D) Shares that are repurchased by the Company using Option exercise proceeds.

(c) Adjustments. In the event that any dividend (other than a regular cash dividend) or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split‑up, spin‑off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company or other similar corporate transaction or event affects the Shares such that an adjustment is necessary in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Shares (or other securities or other property) that thereafter may be made the subject of Awards, (ii) the number and type of Shares (or other securities or other

Any Eligible Person, including any Eligible Person who is an officer of the Company or any Affiliate, shall be eligible to be designated a Participant. In determining which Eligible Persons shall receive an Award and the terms of any Award, the Committee may take into account the nature of the services rendered by the respective Eligible Persons, their present and potential contributions to the success of the Company, previous Awards received by such Eligible Person (whether under the Plan or a predecessor plan of the Company), or such other factors as the Committee, in its discretion, shall deem relevant. Notwithstanding the foregoing, an Incentive Stock Option may only be granted to full-time or part‑time employees (which term as used herein includes, without limitation, officers), and an Incentive Stock Option shall not be granted to an employee of an Affiliate unless such Affiliate is also a “subsidiary corporation” of the Company within the meaning of Section 424(f) of the Code or any successor provision.

(D) The exercise price per Share for an Incentive Stock Option shall be not less than one hundred percent (100%) of the Fair Market Value of a Share on the date of grant of the Incentive Stock Option; provided, however, that, in the case of the grant of an Incentive Stock Option to a Participant who, at the time such Option is granted, owns (within the meaning of Section 422 of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of its Affiliates, the exercise price per Share exercisable under an Incentive Stock Option shall be not less than one hundred ten percent (110%) of the Fair Market Value of a Share on the date of grant of the Incentive Stock Option.

(b) Stock Appreciation Rights. The Committee is hereby authorized to grant Stock Appreciation Rights to Eligible Persons subject to the terms of the Plan and any applicable Award Agreement. A Stock Appreciation Right granted under the Plan shall confer on the holder thereof a right to receive upon exercise thereof the excess of (i) the Fair Market Value of one Share on the date of exercise over (ii) the grant price of the Stock Appreciation Right as specified by the Committee, which price shall not be less than one hundred percent (100%) of the Fair Market Value of one Share on the date of grant of the Stock Appreciation Right; provided, however, that the Committee may designate a grant price below Fair Market Value on the date of grant if the Stock Appreciation Right is granted in substitution for a stock appreciation right previously granted by an entity that is acquired by or merged with the Company or an Affiliate. Subject to the terms of the Plan and any applicable Award Agreement, the grant price, term, methods of exercise, dates of exercise, methods of settlement and any other terms and conditions of any Stock Appreciation Right shall be as determined by the Committee (except that the term of each Stock Appreciation Right shall be subject to the ten (10) year maximum term in Section 6(a)(ii) applicable to Options). The Committee may impose such conditions or restrictions on the exercise of any Stock Appreciation Right as it may deem appropriate.

(i) Restrictions. Shares of Restricted Stock and Restricted Stock Units shall be subject to such restrictions as the Committee may impose (including, without limitation, any limitation on the right to vote a Share of Restricted Stock or the right to receive any dividend or other right or property with respect thereto), which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise as the Committee may deem appropriate. Vesting of such Awards may, at the Committee’s discretion, be conditioned upon the Participant’s completion of a minimum period of service with the Company or an Affiliate, or upon the achievement of one or more performance goals established by the Committee, or upon any combination of service-based and performance-based conditions, subject to the minimum vesting requirements in Section 6(f). Notwithstanding the foregoing, rights to dividend or Dividend Equivalent payments shall be subject to the limitations described in Section 6(d).

may deem appropriate, including book‑entry registration or issuance of a stock certificate or certificates, which certificate or certificates shall be held by the Company or held in nominee name by the stock transfer agent or brokerage service selected by the Company to provide such services for the Plan. Such certificate or certificates shall be registered in the name of the Participant and shall bear an appropriate legend referring to the restrictions applicable to such Restricted Stock. Shares representing Restricted Stock that are no longer subject to restrictions shall be delivered (including by updating the book‑entry registration) to the Participant promptly after the applicable restrictions lapse or are waived. In the case of Restricted Stock Units, no Shares shall be issued at the time such Awards are granted. Upon the lapse or waiver of restrictions and the restricted period relating to Restricted Stock Units evidencing the right to receive Shares, such Shares shall be issued and delivered to the holder of the Restricted Stock Units.

(d) Dividend Equivalents. The Committee is hereby authorized to grant Dividend Equivalents to Eligible Persons under which the Participant shall be entitled to receive payments (in cash or Shares as determined in the discretion of the Committee) equivalent to the amount of cash dividends paid by the Company to holders of Shares with respect to a number of Shares determined by the Committee. Subject to the terms of the Plan and any applicable Award Agreement, such Dividend Equivalents may have such terms and conditions as the Committee shall determine. Notwithstanding the foregoing, (i) the Committee may not grant Dividend Equivalents to Eligible Persons in connection with grants of Options, Stock Appreciation Rights or other Awards the value of which is based solely on an increase in the value of the Shares after the grant of such Award, and (ii) dividend and Dividend Equivalent amounts with respect to any Share underlying an Award may be accrued but not paid to a Participant until all conditions or restrictions relating to such Share have been satisfied or lapsed.

(iii) Limits on Transfer of Awards. No Award (other than fully vested and unrestricted Shares issued pursuant to any Award) and no right under any such Award shall be transferable by a Participant other than by will or by the laws of descent and distribution, and no Award (other than fully vested and unrestricted Shares issued pursuant to any Award) or right under any such Award may be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance thereof shall be void and unenforceable against the Company or any Affiliate. Notwithstanding the foregoing, the Committee may permit the transfer of an Award, other than a fully vested and unrestricted Share, to family members if such transfer is for no value and in accordance with the General Instructions to Form S-8 (or any successor to such Instructions or such Form) under the Securities Act of 1933, as amended. The Committee may also establish procedures as it deems appropriate for a Participant to designate a person or persons, as beneficiary or beneficiaries, to exercise the rights of the Participant and receive any property distributable with respect to any Award in the event of the Participant’s death.

(v) Prohibition on Option and Stock Appreciation Right Repricing. Except as provided in Section 4(c) hereof, the Committee may not, without prior approval of the Company’s shareholders, seek to effect any repricing of any previously granted, “underwater” Option or Stock Appreciation Right by: (i) amending or modifying the terms of the Option or Stock Appreciation Right to lower the exercise price; (ii) cancelling the underwater Option or Stock Appreciation Right and granting either (A) replacement Options or Stock Appreciation Rights having a lower exercise price; or (B) Restricted Stock, Restricted Stock Units or Other Stock-Based Award in exchange; or (iii) cancelling or repurchasing the underwater Option or Stock Appreciation Right for cash or other securities. An Option or Stock Appreciation Right will be deemed to be “underwater” at any time when the Fair Market Value of the Shares covered by such Option or Stock Appreciation Right is less than the exercise price.

(vi) Minimum Vesting. No Award shall be granted with terms providing for any right of exercise or lapse of any vesting obligations earlier than a date that is at least one year following the date of grant (or, in the case of vesting based upon performance-based objectives, exercise and vesting restrictions cannot lapse earlier than the one-year anniversary measured from the commencement of the period over which performance is evaluated); provided, however, that the Award Agreement by its terms may permit acceleration or waiver of the minimum restrictions solely upon the Participant’s death, Disability, Retirement or Qualifying Termination. Notwithstanding the foregoing:

(viii) Section 409A Provisions. Notwithstanding anything in the Plan or any Award Agreement to the contrary, to the extent that any amount or benefit that constitutes “deferred compensation” to a Participant under Section 409A and applicable guidance thereunder is otherwise payable or distributable to a Participant under the Plan or any Award Agreement solely by reason of the occurrence of a Change-in-Control or due to the Participant’s disability or “separation from service” (as such term is defined under Section 409A), such amount or benefit will not be payable or distributable to the Participant by reason of such circumstance unless the Committee determines in good faith that (i) the circumstances giving rise to such Change-in-Control, disability or separation from service meet the definition of a change-in-control event, disability, or separation from service, as the case may be, in Section 409A(a)(2)(A) of the Code and applicable proposed or final regulations, or (ii) the payment or distribution of such amount or benefit would be exempt from the application of Section 409A by reason of the short-term deferral exemption or otherwise. Any payment or distribution that otherwise would be made to a Participant who is a Specified Employee (as determined by the Committee in good faith) on account of separation from service may not be made before the date which is six months after the date of the Specified Employee’s separation from service (or if earlier, upon the Specified Employee’s death) unless the payment or distribution is exempt from the application of Section 409A by reason of the short-term deferral exemption or otherwise.

(a) Amendments to the Plan and Awards. The Board may from time to time amend, suspend or terminate this Plan, and the Committee may amend the terms of any previously granted Award, provided that no amendment to the terms of any previously granted Award may (except as expressly provided in the Plan) adversely alter or impair the terms or conditions of the Award previously granted to a Participant under this Plan without the written consent of the Participant or holder thereof. Any amendments to the Plan or an Award that are necessary or desirable to comply with applicable laws, rules, regulations and policies of any applicable governmental entity or stock exchange (including amendments to the Plan or Awards necessary or desirable to maximize any available tax deduction or to avoid any adverse tax results, and no action taken to comply with such laws, rules, regulations and policies shall be deemed to not impair or otherwise adversely alter or impair the rights of any holder of an Award or beneficiary thereof).

(c) Corporate Transactions. In the event of any reorganization, merger, consolidation, split-up, spin-off, combination, plan of arrangement, take-over bid or tender offer, repurchase or exchange of Shares or other securities of the Company or any other similar corporate transaction or event involving the Company (or the Company shall enter into a written agreement to undergo such a transaction or event), the Committee or the Board may provide for any of the following to be effective upon the consummation of the event (or effective immediately prior to the consummation of the event, provided that the consummation of the event subsequently occurs), and no action taken under this Section 7(c) shall be deemed to impair or otherwise adversely alter or impair the rights of any holder of an Award or beneficiary thereof:

(i) either (A) termination of any Award, whether or not vested, in exchange for an amount of cash and/or other property, if any, equal to the amount that would have been attained upon the exercise of the Award or realization of the Participant’s rights (and, for the avoidance of doubt, if, as of the date of the occurrence of the transaction or event described in this Section 7(c)(i)(A), the Committee or the Board determines in good faith that no amount would have been attained upon the exercise of the Award or realization of the Participant’s rights, then the Award may be terminated by the Company without any payment) or (B) the replacement of the Award with other rights or property selected by the Committee or the Board, in its sole discretion;

In order to comply with all applicable federal, state, local or foreign income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal, state, local or foreign payroll, withholding, income or other taxes, which are the sole and absolute responsibility of a Participant are withheld or collected from such Participant. In order to assist a Participant in paying all or a portion of the applicable taxes to be withheld or collected upon exercise or receipt of (or the lapse of restrictions relating to) an Award, the Committee, in its discretion and subject to such additional terms and conditions as it may adopt, may permit the Participant to satisfy such tax obligation by (a) electing to have the Company withhold a portion of the Shares otherwise to be delivered upon exercise or receipt of (or the lapse of restrictions relating to) such Award with a Fair Market Value equal to the amount of such taxes or (b) delivering to the Company Shares other than Shares issuable upon exercise or receipt of (or the lapse of restrictions relating to) such Award with a Fair Market Value equal to the amount of such taxes. The election, if any, must be made on or before the date that the amount of tax to be withheld is determined.

Participant from employment free from any liability or any claim under the Plan or any Award, unless otherwise expressly provided in the Plan or in any Award Agreement. Nothing in this Plan shall confer on any person any legal or equitable right against the Company or any Affiliate, directly or indirectly, or give rise to any cause of action at law or in equity against the Company or an Affiliate. Under no circumstances shall any person ceasing to be an employee of the Company or any Affiliate be entitled to any compensation for any loss of any right or benefit under the Plan which such employee might otherwise have enjoyed but for termination of employment, whether such compensation is claimed by way of damages for wrongful or unfair dismissal, breach of contract or otherwise. By participating in the Plan, each Participant shall be deemed to have accepted all the conditions of the Plan and the terms and conditions of any rules and regulations adopted by the Committee and shall be fully bound thereby.

Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLYTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. V87827-P49920 1a.	 Donald A. Nolan 1b.	 Patricia K. Wagner For Against Abstain For Against Abstain For Against Abstain For Against Abstain ! !! ! !! APOGEE ENTERPRISES, INC. 4400 WEST 78TH STREET SUITE 520 MINNEAPOLIS, MN 55435 APOGEE ENTERPRISES, INC. The Board of Directors recommends you vote FOR the following directors: 1.	 ELECTION OF DIRECTORS: 	 Nominees: 	 Class I Directors Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. 2.	 ADVISORY VOTE TO APPROVE APOGEE'S EXECUTIVE COMPENSATION. The Board of Directors recommends you vote FOR the following proposal: 5.	 In their discretion, the Proxies are authorized to vote upon such other business as may properly be brought before the meeting. 4.	 ADVISORY VOTE TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING FEBRUARY 27, 2027. 3.	 APPROVAL OF THE APOGEE ENTERPRISES, INC. 2019 STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED (2026) TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR AWARDS FROM 2,150,000 TO 2,950,000. The Board of Directors recommends you vote FOR the following proposal: The Board of Directors recommends you vote FOR the following proposal: ! !! ! !! 	 ! !! SCAN TO VIEW MATERIALS & VOTEw VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Code above Use the internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on June 23, 2026. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. VOTE DURING THE MEETING - Go to www.virtualshareholdermeeting.com/APOG2026 You may attend the Annual Meeting via the internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on June 23, 2026. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

V87828-P49920 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting To Be Held on June 24, 2026: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com or scan the QR Code. Annual Meeting of Shareholders APOGEE ENTERPRISES, INC. June 24, 2026 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Donald A. Nolan, Mark R. Augdahl and Bryan A. Welp as Proxies, each with the power to appoint his or her substitute, and hereby authorizes any one of them to represent and to vote, as designated on the reverse, all of the shares of Common Stock of Apogee Enterprises, Inc. ("Apogee") held of record by the undersigned on April 27, 2026, at the Annual Meeting of Shareholders of Apogee to be held on June 24, 2026 at 8:00 A.M. Central Time, or any adjournment thereof, and hereby revokes all former Proxies. This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this Proxy will be voted in accordance with the recommendations of the Board of Directors. This Proxy will be voted in the discretion of the Proxies named herein upon such other matters as may properly come before the Annual Meeting of Shareholders or any adjournments thereof. If you are a participant in the Apogee Employee Stock Purchase Plan ("Plan"), this card directs Fidelity Brokerage Services LLC, as the Plan Administrator, to vote, as designated on the reverse, all of the shares of Apogee Common Stock held of record in the Plan account for which it has received direction by 12:00 P.M. (noon) Eastern Time on June 22, 2026. The Plan Administrator cannot vote the shares unless it receives timely direction from you. (Continued and to be signed on reverse side)



☐						Preliminary Proxy Statement

☐						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒						Definitive Proxy Statement

☐						Definitive Additional Materials

☐						Soliciting Material Pursuant to § 240.14a-12


			By Order of the Board of Directors,

			Bryan A. Welp
			Vice President, General Counsel and Secretary
			Minneapolis, Minnesota
			May 12, 2026


Date and Time Wednesday, June 24, 2026, at 8:00 a.m. Central Time			Location www.virtualshareholdermeeting.com/APOG2026			Mailing Date May 12, 2026			Record Date April 27, 2026


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership (#)		Percent of Class (%)
BlackRock, Inc. 50 Hudson Yards New York, NY 10001	3,238,890	(1)	15.17
Vanguard Portfolio Management LLC 100 Vanguard Boulevard Malvern, PA 19355	1,560,667	(2)	7.31
Vanguard Capital Management LLC 100 Vanguard Boulevard Malvern, PA 19355	1,099,698	(3)	5.15


Compensation	Fiscal 2026
Annual Cash Retainers:
Independent Chair of the Board	$135,000
Lead Director	30,000
Board Member	75,000
Audit Committee Chair	30,000
Audit Committee Member	15,000
Compensation Committee Chair	25,000
Compensation Committee Member	10,000
Nominating and Corporate Governance Committee Chair	25,000
Nominating and Corporate Governance Committee Member	10,000
Annual Equity Grant Board of Directors Chair	135,000	(1)
Annual Equity Grant	115,000	(1)
Charitable Matching Contributions Program	$2,000 maximum aggregate annual match


4400 West 78th Street, Suite 520 Minneapolis, Minnesota 55435			Notice of 2026 Annual Meeting of Shareholders


Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on June 24, 2026: Our 2026 Proxy Statement and our Fiscal 2026 Annual Report to Shareholders are available at www.proxyvote.com.


Named Executive Officers	Shares of Restricted Stock	Shares Held in Employee Stock Purchase Plan
Donald A. Nolan	7,386	—
Mark R. Augdahl	26,646	—
Troy R. Johnson	35,672	3,345
Veena M. Lakkundi	29,762	—
Brent C. Jewell	28,098	—
Ty R. Silberhorn	—	—
Matthew J. Osberg	—	—


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)	All Other Compensation ($)(3)	Total ($)
Christina M. Alvord	100,000	114,999	2,000	216,999

Lloyd E. Johnson	100,000	114,999	—	214,999
Elizabeth M. Lilly	100,000	114,999	1,500	216,499
Donald A. Nolan(4)	101,250	135,009	2,000	238,259
Herbert K. Parker	110,000	114,999	—	224,999
Mark A. Pompa(5)	115,000	114,999	—	229,999
Patricia K. Wagner(6)	117,500	114,999	—	232,499


Name	Aggregate Number of Shares of Restricted Stock (#)	Aggregate Number of Deferred Restricted Stock Units (#)	Aggregate Number of Deferred Phantom Stock Units (#)
Christina M. Alvord	—	10,455		—

Lloyd E. Johnson	—	19,111		—
Elizabeth M. Lilly	201	6,845		—
Donald A. Nolan(4)	—	30,411		10,528
Herbert K. Parker	5,019	—		—
Mark A. Pompa(5)	—	24,641		9,995
Patricia K. Wagner(6)	5,019	—		—


Name	Matching Contributions under our Charitable Matching Contributions Program for Non-Employee Directors ($)	Total All Other Compensation ($)
Christina M. Alvord	2,000	2,000

Lloyd E. Johnson	—	—
Elizabeth M. Lilly	1,500	1,500
Donald A. Nolan	2,000	2,000
Herbert K. Parker	—	—
Mark A. Pompa	—	—
Patricia K. Wagner	—	—



ARCHITECTURAL METALS

Designs, fabricates and finishes aluminum window, storefront and entrance systems



PERFORMANCE SURFACES

Develops and manufactures high-performance coated materials for a variety of applications.



ARCHITECTURAL GLASS

A single-source resource for high performance architectural glass products in non-residential buildings



ARCHITECTURAL SERVICES

One of the largest U.S. full-service building glass and curtainwall installation companies



Fiscal 2026 Target Compensation Mix Average - Other Named Executive Officers


•American Woodmark Corporation			•H.B. Fuller Company
•Armstrong World Industries, Inc.			•Insteel Industries, Inc.
•AZZ Inc.			•Janus International Group, Inc.
•Eagle Materials Inc.			•Quaker Chemical Corporation
•EnPro Inc.			•Quanex Building Products Corporation
•Gibraltar Industries, Inc.			•Simpson Manufacturing Co., Inc.
•Graco Inc.			•Tennant Company
•Griffon Corporation			•Trex Company, Inc.


Tenure Balance


Diversity


Base Salary
Name	Fiscal 2026 Base Salary ($)	Percent Increase in Fiscal 2026 vs 2025 (%)
Donald A. Nolan(1)	925,000	—
Mark R. Augdahl(2)	550,000	—
Troy R. Johnson	505,050	18.00
Veena M. Lakkundi	550,000	—
Brent C. Jewell	463,000	1.76
Ty R. Silberhorn(3)	932,000	—
Matthew J. Osberg(4)	672,000	4.02


			Fiscal 2026 Short-Term Cash Incentive Payouts
	Target Payout Opportunity					Actual Payout
Name		Percent of Fiscal 2026 Salary (%)		Amount ($)			Percent of Target (%)		Formula Payout Amount ($)		Percent of Fiscal 2026 Salary (%)





Mark R. Augdahl			50.00		176,500			21.17		37,365		10.58





Troy R. Johnson(1)			60.00		288,015			100.00		288,015		60.00



Veena M. Lakkundi			60.00		330,000			58.25		192,225		34.95



Brent C.Jewell			60.00		277,800			—		—		—



Ty R. Silberhorn(2)			100.00		932,000			50.00		466,000		50.00









Matthew J. Osberg(3)			75.00		504,000			—		—		—


Fiscal 2026 Restricted Stock Awards
Name	Restricted Stock Awarded (#)	Value of Award ($)(1)
Donald A. Nolan(2)	49,240	1,749,990
Mark R. Augdahl(3)	22,830	876,514

Troy R. Johnson(4)	31,720	1,211,659
Veena M. Lakkundi(5)	24,841	962,996
Brent C. Jewell(6)	22,973	877,797
Ty R. Silberhorn(7)	28,608	1,304,811
Matthew J. Osberg(8)	12,155	554,390


Fiscal 2026 – 2028 Performance Award Payouts(1)
	Target Payout
Name		Award Amount ($)	As a Percentage of Fiscal 2026 Salary (%)
Donald A. Nolan(2)		N/A	N/A

Mark R. Augdahl		176,505	32.09
Troy R. Johnson		273,011	54.06
Veena M. Lakkundi		330,017	60.00
Brent C. Jewell		277,782	60.00
Ty R. Silberhorn(3)		1,957,208	210.00
Matthew J. Osberg(4)		503,995	75.00


Fiscal 2024 – 2026 Performance Goals
Performance Metric	Weight (%)	Threshold (50%)	Target (100%)	Maximum (200%)	Actual Performance (%)	Percentage Performance Achieved (%)
Average Adjusted ROIC	100.00	12.00	14.64	15.50	13.78	83.71


Name	401(k) Retirement Plan Matching Contributions ($)(a)	Employee Stock Purchase Plan 15% Matching Contributions ($)(a)	Travel and Lodging Expenses ($)(b)	Separation Agreement Accruals ($)(c)	Total All Other Compensation ($)
Donald A. Nolan	7,969	—	100,000	—	107,969
Mark R. Augdahl	16,978	—	—	—	16,978
Troy R. Johnson	14,593	—	—	—	14,593
Veena M. Lakkundi	13,739	1	—	—	13,740
Brent C. Jewell	14,062	—	—	—	14,062
Ty R. Silberhorn	9,519	2,423	—	1,944,117	1,956,059
Matthew J. Osberg	11,720	—	—	—	11,720


Fiscal 2026 Option Exercises and Stock Vested
	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)(1)	Value Realized on Vesting ($)(2)
Donald A. Nolan(3)	—	—	—	—
Mark R. Augdahl	—	—	3,289	130,851
Troy R. Johnson	—	—	4,659	185,244
Veena M. Lakkundi	—	—	2,460	91,733
Brent C. Jewell	—	—	6,331	249,910
Ty R. Silberhorn(4)	—	—	98,178	3,657,539
Matthew J. Osberg(5)	—	—	16,152	642,500


Fiscal Year	Donald A. Nolan(1)		Ty R. Silberhorn(2)		Average Summary Compen- sation Table Total for Non-PEO NEOs ($)(3)	Average Compen-sation Actually Paid to Non-PEO NEOs ($)(3)(4)	Value of Initial Fixed $100 Investment Based on		Net Income(7)	Consolid-ated Adjusted EBITDA(8)
	Summary Compen-sation Table Total for Current PEO ($)	Compen- sation Actually Paid to Current PEO ($)(4)	Summary Compen-sation Table Total for Former PEO ($)	Compen-sation Actually Paid to Former PEO ($)(4)			Total Shareholder Return ($)(5)	Peer Group Total Shareholder Return ($)(6)	($ in '000s)	($ in '000s)
2026	2,163,921	2,374,668	6,075,286	3,609,202	1,725,694	1,184,467	118.17	191.65	54,131	167,303
2025	—	—	5,255,526	3,955,797	1,554,489	1,340,415	138.53	146.59	85,052	192,653
2024	—	—	5,498,397	4,809,357	413,411	1,564,002	162.31	135.72	99,613	185,226
2023	—	—	4,030,529	5,040,544	1,103,978	806,179	127.68	110.48	104,107	166,682
2022	—	—	3,199,648	4,021,469	1,162,101	1,433,330	124.12	101.76	3,486	131,518



Adjustments	Current PEO ($)	Former PEO ($)	Average of Non-PEO NEOs ($)
Total Compensation from Summary Compensation Table	2,163,921	6,075,286	1,725,694
Adjustments for Equity Awards
Subtract grant date values in Summary Compensation Table	(1,749,990)	(2,120,267)	(1,052,803)
Add year-end fair value of unvested awards granted in current year	1,960,737	—	907,538
Add year-over-year difference of year-end fair values for unvested awards granted in prior years	—	—	(136,865)
Add fair values at vest date for awards granted and vested in current years	—	956,079	—
Add (subtract) difference between prior year-end fair values and vest date fair values for awards granted in prior years	—	(1,998,560)	(36,458)
Subtract forfeitures during current year equal to prior year-end fair value	—	696,664	(228,597)
Add dividends or dividend equivalents not otherwise included in total compensation	—	—		5,958
Compensation Actually Paid	2,374,668	3,609,202	1,184,467


Most Important Measures for Determining NEO Pay
Adjusted Earnings before Interest, Taxes, Depreciation and Amortization (either Consolidated or Operating Segment) (“Adjusted EBITDA”)
Adjusted Diluted EPS
Adjusted Return on Invested Capital (“Adjusted ROIC")
Net Sales


	Fiscal Year Ended February 28, 2026	Fiscal Year Ended March 1, 2025	Fiscal Year Ended March 2, 2024
Full Value Awards Granted	440,956	214,141	247,621
Stock Options Awards Granted	—	—	—
Total Awards Granted	440,956	214,141	247,621
Weighted Average Shares of Common Stock Outstanding (Basic)	21,295,000	21,726,000	21,871,000
Burn Rate	2.07%	0.99%	1.13%


						Total Potential Dilution
Remaining Reserve under 2019 Stock Incentive Plan ("2019 Stock Incentive Plan")(1)						390,862
Remaining Reserve under 2019 Non-Employee Director Stock Plan, Legacy Partnership Plan and Deferred Compensation Plan for Non-Employee Directors ("Other Stock Plans")(1)						143,704
Shares Subject to Outstanding Awards under 2019 Stock Incentive Plan, Other Stock Plans and New Hire Awards ("Outstanding Awards")(1)						230,273
Weighted Average Shares of Common Stock Outstanding (Basic) ("CSO")(1)						21,295,000
Total Current Dilution(2)						3.47%
Additional Shares Reserved under 2019 Stock Incentive Plan						800,000
Total Potential Dilution(3)						6.85%


	Fiscal 2026		Fiscal 2025
Audit Fees(1)	2,102,513		2,246,162
Audit-Related Fees(2)	300,000		—
Tax Fees(3)	229,477		254,975
All Other Fees(4)	3,790		36,895
Total	$	2,635,780	$2,538,032


Internet:			www.apog.com
Email:			IR@apog.com
Telephone:			(877) 752-3432
Mail:			Investor Relations Apogee Enterprises, Inc. 4400 West 78th Street, Suite 520 Minneapolis, Minnesota 55435



			By Order of the Board of Directors,

			Bryan A. Welp Vice President, General Counsel and Secretary
Dated: May 12, 2026

Cover	12 Months Ended
Cover	Feb. 28, 2026
Document Information [Line Items]
Document Type	DEF 14A
Amendment Flag	false
Entity Information [Line Items]
Entity Registrant Name	APOGEE ENTERPRISES, INC.
Entity Central Index Key	0000006845

Award Timing Disclosure	12 Months Ended
Award Timing Disclosure	Feb. 28, 2026
Award Timing Disclosures [Line Items]
Award Timing MNPI Disclosure	We currently do not grant stock options. Grants of other equity-based awards to employees, including long-term incentive awards, are generally approved on a regular schedule. However, grants to new hires or for promotions, retention, or purposes other than annual or other broad-based Company-wide grants may be approved outside of regularly scheduled meetings. In those circumstances, the grant date is the date the award is approved, or if the approval date is within a blackout period, the fifth business day following the date on which the Company first releases quarterly earnings following the effective date of the recipient's employment, promotion or recognition, as applicable. The Company will not purposely accelerate or delay the public release of material information in consideration of a pending equity-based award in order to allow an award recipient to benefit from a more favorable stock price. The Company recognizes, however, that a release of information by the Company in close proximity to an equity-based award could create the appearance of an effort to time the announcement to a recipient's benefit, even if no such benefit was intended. Accordingly, management will advise the Compensation Committee whenever it is aware that material non-public information is planned to be released to the public in close proximity to the grant of an equity-based award. The Committee will consider such information and determine whether to delay the equity-based award to avoid any appearance of impropriety. During fiscal 2026, we did not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation.
Award Timing Method	We currently do not grant stock options. Grants of other equity-based awards to employees, including long-term incentive awards, are generally approved on a regular schedule. However, grants to new hires or for promotions, retention, or purposes other than annual or other broad-based Company-wide grants may be approved outside of regularly scheduled meetings. In those circumstances, the grant date is the date the award is approved, or if the approval date is within a blackout period, the fifth business day following the date on which the Company first releases quarterly earnings following the effective date of the recipient's employment, promotion or recognition, as applicable.
Award Timing Predetermined	true
Award Timing MNPI Considered	true
Award Timing, How MNPI Considered	We currently do not grant stock options. Grants of other equity-based awards to employees, including long-term incentive awards, are generally approved on a regular schedule. However, grants to new hires or for promotions, retention, or purposes other than annual or other broad-based Company-wide grants may be approved outside of regularly scheduled meetings. In those circumstances, the grant date is the date the award is approved, or if the approval date is within a blackout period, the fifth business day following the date on which the Company first releases quarterly earnings following the effective date of the recipient's employment, promotion or recognition, as applicable. The Company will not purposely accelerate or delay the public release of material information in consideration of a pending equity-based award in order to allow an award recipient to benefit from a more favorable stock price.
MNPI Disclosure Timed for Compensation Value	false

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Feb. 28, 2026
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true