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APOGEE ENTERPRISES, INC.

For the period ended Feb 28, 2026. Filed May 12, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Feb 28, 2026 · Filed May 12, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐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

Apogee Enterprises, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
4400 West 78th Street, Suite 520Minneapolis, Minnesota 55435Notice of 2026Annual Meetingof Shareholders

Wednesday, June 24, 2026

8:00 a.m. Central Time

The 2026 Annual Meeting of Shareholders of Apogee Enterprises, Inc. (the “Annual Meeting”) will be held at 8:00 a.m. Central Time on Wednesday, June 24, 2026. In order to expand access to the Annual Meeting we are hosting a virtual-only meeting. It is our goal to approximate an in-person experience for our shareholders. You may attend the virtual meeting and vote your shares electronically during the meeting via the Internet by visiting www.virtualshareholdermeeting.com/APOG2026.

The purpose of the Annual Meeting is to consider and take action on the following:

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

  2. Advisory vote to approve Apogee’s executive compensation;

  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;

  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; and

  5. Transaction of such other business as may properly be brought before the Annual Meeting.

The Board of Directors has fixed the close of business on April 27, 2026, as the record date for the determination of shareholders entitled to receive notice of and to vote at the Annual Meeting. Your vote is important. Whether or not you plan to attend the virtual meeting, you are encouraged to vote your shares as soon as possible pursuant to the instructions in the Notice of Internet Availability of Proxy Materials and in the accompanying Proxy Statement.

By Order of the Board of Directors,

Bryan A. Welp

Vice President, General Counsel and Secretary

Minneapolis, Minnesota

May 12, 2026

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

TABLE OF CONTENTS

Notice of 2026 Annual Meeting of Shareholdersi
Proxy Statement Summary1
Security Ownership of Certain Beneficial Owners10
Security Ownership of Directors and Management11
Delinquent Section 16(a) Reports13
Proposal 1: Election of Directors14
Corporate Governance21
Corporate Governance Resources21
Code of Business Ethics and Conduct21
Corporate Governance Guidelines21
Communications with Our Board of Directors21
Director Independence22
Board Leadership Structure22
Criteria for Membership on Our Board of Directors23
Director Time Commitment and Other Board Service23
Procedure for Evaluating Director Nominees23
Board Refreshment and Retirement Policy23
Stock Ownership Guidelines for Non-Employee Directors23
Board Meetings and 2025 Annual Meeting of Shareholders24
Board Committee Responsibilities, Meetings and Membership24
Risk Oversight by Our Board of Directors and Management26
Sustainability and Human Capital Resources27
Certain Relationships and Related Transactions28
Insider Trading and Tipping and Hedging Policy28
Non-Employee Director Compensation29
Non-Employee Director Compensation Arrangements During Fiscal 202629
Annual Equity Awards29
Director Deferred Compensation Arrangements30
Charitable Matching Contributions Program for Non-Employee Directors30
Fiscal 2026 Non-Employee Director Compensation Table31
Executive Compensation33
Compensation Committee Report33
Compensation Discussion and Analysis34
Executive Stock Ownership Guidelines51
Anti-Hedging and Anti-Pledging Policies51
Clawback Policy51
Policy and Procedures for Granting of Equity-Based Awards51
Tax Considerations52
Compensation Risk Analysis52
Summary Compensation Table53
Grants of Plan-Based Awards55
Outstanding Equity Awards at Fiscal Year-End57
Option Exercises and Stock Vested60
Non-Qualified Deferred Compensation60
Potential Payments Upon Termination or Following a Change-in-Control62
Retirement63
Payments Made Upon Termination Without Cause or For Good Reason63

ii

CEO Pay Ratio Disclosure68
Pay Versus Performance69
Proposal 2: Advisory Approval of Apogee’s Executive Compensation73
Proposal 3: Approval of the Apogee Enterprises, Inc. 2019 Stock Incentive Plan, as Amended and Restated (2026)75
Proposal 4: Ratification of Appointment of Independent Registered Public Accounting Firm85
Audit Committee Report86
Fees Paid to Independent Registered Public Accounting Firm87
Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees87
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services87
Frequently Asked Questions88
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 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 Measures95
Appendix B - 2019 Stock Incentive Plan, as Amended and Restated (2026)98

iii

Proxy Statement Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider; you should read the entire Proxy Statement carefully before voting.

2026 Annual Meeting of Shareholders

Date and TimeWednesday, June 24, 2026, at 8:00 a.m. Central TimeLocationwww.virtualshareholdermeeting.com/APOG2026Mailing DateMay 12, 2026Record DateApril 27, 2026

Items of Business

ItemBoard’sRecommendationDetails
Proposal 1: Election of two Class I directors for terms expiring at our 2029 Annual Meeting of ShareholdersFOR, each Director Nomineepage 14
Proposal 2: Advisory vote to approve Apogee's executive compensationFORpage 73
Proposal 3: Approval of the Apogee Enterprises, Inc. 2019 Stock Incentive Plan as Amended and Restated (2026)FORpage 75
Proposal 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, 2027FORpage 85

Fiscal 2026 Financial Results

We are a leading provider of architectural building products and services, as well as high-performance coated materials used in a variety of applications. Our four reporting segments are: Architectural Metals, Architectural Services, Architectural Glass, and Performance Surfaces.

Fiscal 2026 was a year of disciplined execution for Apogee as we navigated a difficult economic environment while continuing to strengthen our operating foundation. We executed our priorities for the year including:

The Performance Surfaces Segment successfully integrated UW Interco, LLC (UW Solutions), acquired in late fiscal 2025, and the business delivered on the first-year financial targets of $100 million in revenue and adjusted EBITDA margin of at least 20%.

Apogee Management System (AMS) continued to drive improvements across our manufacturing footprint including enabling progress improving outcomes for customers in the Architectural Metals Segment through full value‑stream redesign, supported by a new product and manufacturing site. These enhancements drove higher service levels and shorter lead times while reducing cost of poor quality.

We actively managed our cost structure and manufacturing footprint through Project Fortify 2 ("Project Fortify Phase 2" or "Phase 2") to mitigate portions of direct and indirect tariffs while driving efficiencies across the organization. While these decisions were challenging and disruptive, we are confident that the actions will further position Apogee to successfully navigate the market headwinds into the future.

We also delivered meaningful gains in safety, service, and productivity, and generated solid cash flow.

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.

(1)Beginning in fiscal 2026, the Company transitioned from Operating Income to Adjusted EBITDA as the primary metric of operating performance for our short-term cash incentive program. Adjusted EBITDA is a non-GAAP financial measure. See "Use of Non-GAAP Financial Measures" on page 36.

(2)TSR is the cumulative return on a share of Apogee common stock over the specified period, assuming reinvestment of dividends, calculated as a percentage change in stock price plus dividends paid.

Executive Compensation Program

Our compensation programs are designed to attract, motivate and retain executive talent to achieve success in both the short- and long-term for our Company; pay for sustainable performance in an ever-changing environment; and align the interests of our executive officers with our shareholders. We continue to refine our executive compensation program to reflect changes in our business strategy and evolving executive compensation practices.

Executive Compensation Highlights

Our compensation program prioritizes pay for performance. A significant portion of our compensation program is at risk and performance-based, through the use of short- and long-term incentive plans that have multiple financial performance metrics.

We annually disclose Company performance against the established performance metrics for our short-term cash incentive in our proxy statement.

Our long-term incentive compensation program consists of annual restricted stock awards that vest over three years and annual performance awards with overlapping three-year performance periods that vest at the end of the performance period. Performance awards are based 60% on our three-year cumulative adjusted diluted earnings per share ("Adjusted Diluted EPS") and 40% on our three-year average adjusted return on invested capital (“Adjusted ROIC”) over the performance period and settle 50% in shares and 50% in cash. (Adjusted Diluted EPS and Adjusted ROIC are non-GAAP financial measures. See "Use of Non-GAAP Financial Measures" on page 36.)

We deliver a significant portion of potential total compensation to our executive officers in the form of equity, which enhances our executives' alignment with shareholders.

We have stock ownership guidelines for our Chief Executive Officer that require an ownership level of five times their annual base salary, three times their annual salary for our Chief Financial Officer, two times their annual salaries for certain corporate executive officers, including segment presidents, and one time their annual salaries for other corporate executives.

We have compensation recoupment, or “clawback” policies that we amended in 2023 to comply with the incentive compensation recovery rules adopted by the SEC and Nasdaq.

We have a hedging policy that prohibits all employees and directors from engaging in hedging transactions in our Company’s securities. We also have an anti-pledging policy that prohibits executive officers and directors of the Company from, directly or indirectly, pledging, hypothecating, or otherwise encumbering shares of the Company’s common stock as collateral for indebtedness. None of our executive officers have pledged any shares of our common stock as security or collateral on a personal loan.

Our “double-trigger” change-in-control agreements do not provide for any excise tax “gross-ups,” and we do not provide any tax “gross-ups” on any benefits for our executive officers.

Fiscal 2026 Executive Compensation Actions

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 forhis 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.

New Chief Executive Officer Offer Letter. The Company and Mr. Nolan entered into an Offer Letter Agreement (the "CEO Offer Letter") effective as of the close of business on October 31, 2025, with a one-year term ending on October 31, 2026 (the "Term"). Pursuant to the terms of the CEO Offer Letter, Mr. Nolan is entitled to:

a base salary of $925,000 and a one-time payment of $100,000 for travel and lodging expenses;

$1.75 million of restricted shares, based on the closing price on the grant date (the "Service Award"), that was included in the Stock Awards column for fiscal 2026 in the “Summary Compensation Table” beginning on page 53. The grant date was January 14, 2026 and the vesting date is January 14, 2027. The Service Award is subject to Mr. Nolan's continued employment with the Company for the Term, provided, that if 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; and

an annual cash incentive bonus with a target amount equal to 100% of his base salary. The award may be paid out upon the expiration of the Term depending on achievement of certain performance goals and business objectives as described under "Nolan Short-Term Cash Incentive Plan" beginning on page 46.

New Chief Financial Officer Offer Letter. In connection with Mr. Augdahl's election as Executive Vice President and Chief Financial Officer, effective January 19, 2026, the Company and Mr. Augdahl entered into an Offer Letter Agreement (the "CFO Offer Letter"). Pursuant to the terms of the CFO Offer Letter, Mr. Augdahl is entitled to:

an initial annual base salary of $550,000 and a sign-on bonus of $50,000;

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

ongoing incentives with a targeted short-term cash incentive of 75% of his base salary, a restricted stock award with a target grant date value of 75% of base salary and a performance award with a target payout of 75% of base salary, with terms consistent with those provided to the Other Named Executive Officers.

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.

Board Composition and Diversity Highlights

The composition of our Board of Directors features a majority of independent directors, and a diversity of background, skills and experiences that facilitate effective oversight and enrich Board deliberations on strategic planning, operations, risk management and other critical topics, as illustrated below.

Director Independence

6 of 7 Directors

Independent

Tenure Balance

6 of 7 Directors

10 or Fewer Years of Tenure

Diversity

3 of 7 Female and

2 of 7 Racially Diverse/Male

Board Skills Matrix

Each member of our Board of Directors brings a diversity of skills and experience to their service on our Board. The following matrix highlights the key skills, experience, and range of tenure for our directors as of April 27, 2026. This matrix is intended as a summary and is not an exhaustive list of each director's qualifications for Board service, which are described in greater detail in their biographies beginning on page 15.

Board Skills MatrixChristinaM.AlvordLloyd E.JohnsonElizabethM.LillyDonald A.NolanHerbert K. ParkerMarkA.PompaPatriciaK.Wagner
Executive Leadership · ü · ü · ü · ü · ü · ü
Business Operations · ü · ü · ü · ü · ü
Strategy Development and Executionüüüüüüü
Portfolio Management / Mergers and Acquisitionsüüüüüüü
Financial Managementüüüüüüü
Enterprise Risk Managementüüüüüüü
Construction and Building Products Experience · ü · ü
Public Company Board Experience (other than Apogee) · ü · ü · ü · ü · ü
Cybersecurity · ü
Tenure (years)686128710

Active Shareholder Engagement Program

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.

Cautionary statement of forward-looking information

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.

Certain sections of this Proxy Statement reference or refer you to materials posted on our website, www.apog.com. These materials and our website are not incorporated by reference in, and are not part of, this Proxy Statement.

Security Ownership of Certain Beneficial Owners

The following table sets forth information concerning beneficial ownership of our common stock outstanding as of April 27, 2026, by persons known to us to own more than 5% of our common stock. Unless otherwise indicated, the named holders have sole voting and investment power with respect to the shares beneficially owned by them. As of April 27, 2026, there were 21,351,005 shares of common stock outstanding.

Name and Address ofBeneficial Owner · Amount and Natureof BeneficialOwnership (#) · Percent of Class (%)
BlackRock, Inc.50 Hudson YardsNew York, NY 100013,238,890(1)15.17
Vanguard Portfolio Management LLC100 Vanguard BoulevardMalvern, PA 193551,560,667(2)7.31
Vanguard Capital Management LLC100 Vanguard BoulevardMalvern, PA 193551,099,698(3)5.15

(1)We have relied upon the information provided by BlackRock, Inc. (“BlackRock”) in a Schedule 13G filed on April 24, 2026, and reporting information as of March 31, 2026. The Schedule 13G/A was filed by BlackRock in its capacity as a parent holding company or control person and indicates that BlackRock has sole investment power over 3,204,509 shares and sole voting power over 3,238,890 shares. BlackRock Fund Advisors, a subsidiary of BlackRock, beneficially owns 5% or greater of the outstanding shares of the security class reported on the Schedule 13G/A.

(2)We have relied upon the information provided by Vanguard Portfolio Management LLC ("Vanguard Portfolio") filed on April 28, 2026, and reporting information as of March 31, 2026. The Schedule 13G was filed by Vanguard Portfolio in its capacity as a parent holding company or control person and indicates that Vanguard Portfolio has sole investment power over 1,560,667 shares and sole voting power over 20,338 shares. Vanguard Portfolio beneficially owns 5% or greater of the outstanding shares of the security class reported on the Schedule 13G.

(3)We have relied upon the information provided by Vanguard Capital Management LLC ("Vanguard Capital") in a Schedule 13G filed on April 29, 2026, and reporting information as of March 31, 2026. The Schedule 13G was filed by Vanguard Capital in its capacity as a parent holding company or control person and indicates that Vanguard Capital has sole investment power over 1,099,698 shares and sole voting power over 158,180 shares. Vanguard Capital beneficially owns 5% or greater of the outstanding shares of the security class reported on the Schedule 13G.

Security Ownership of Directors and Management

Except as otherwise noted, the following table sets forth the number of shares of our common stock beneficially owned as of April 27, 2026, by each of our directors, each of our executive officers named in the "Summary Compensation Table"beginning on page 53 (our “Named Executive Officers”) and by all of our current directors and executive officers as a group. As of April 27, 2026, there were 21,351,005 shares of common stock outstanding.

Name of Beneficial Owner · Amount and Natureof BeneficialOwnership(#)(1)(2) · Percentof Class(%)
Non-Employee Directors
Christina M. Alvord9,113*
Lloyd E. Johnson10,014*
Elizabeth M. Lilly12,488*
Herbert K. Parker13,483*
Mark A. Pompa—*
Patricia K. Wagner27,577*
Named Executive Officers
Donald A. Nolan15,433(3)*
Mark R. Augdahl44,458*
Troy R. Johnson75,317*
Veena M. Lakkundi40,464*
Brent C. Jewell54,662(4)*
Ty R. Silberhorn139,562(5)*
Matthew J. Osberg33,576(6)*
All directors and executive officers as a group (15 persons)524,377(7)2%

*Indicates less than 1%.

(1)Unless otherwise indicated, the individuals listed in the table have sole voting and investment power with respect to the shares owned by them, and such shares are not subject to any pledge.

(2)For our non-employee directors, the number indicated includes the following shares of restricted stock issued to the named individual pursuant to our 2019 Non-Employee Director Stock Plan, as Amended and Restated (2024) (the “2019 Director Stock Plan”):

DirectorShares of Restricted Stock
Elizabeth M. Lilly(a)201
Herbert K. Parker5,019
Patricia K. Wagner5,019

(a)Elected to defer a portion of or all of their restricted stock grants. Deferred awards appear in footnote (2) of the "Fiscal 2026 Non-Employee Director Compensation Table" on page 31.

All shares of restricted stock held pursuant to our 2019 Director Stock Plan are subject to future vesting conditions, and holders of such shares have no investment power over such shares.

For our executive officers, the number of shares indicated includes the following shares issued to the named individual pursuant to our 2019 Stock Incentive Plan, as Amended and Restated (2021) (the “2019 Stock Incentive Plan”) and our Employee Stock Purchase Plan.

Named Executive OfficersShares of Restricted StockShares Held in Employee Stock Purchase Plan
Donald A. Nolan7,386—
Mark R. Augdahl26,646—
Troy R. Johnson35,6723,345
Veena M. Lakkundi29,762—
Brent C. Jewell28,098—
Ty R. Silberhorn——
Matthew J. Osberg——

All shares of restricted stock held pursuant to our 2019 Stock Incentive Plan are subject to future vesting conditions, and the holders of such shares have no investment power over such shares.

(3)Mr. Nolan served as a Non‑Employee Director through October 31, 2025, and served as a Named Executive Officer for the remainder of the fiscal year.

(4)Includes 66 shares held in a revocable living trust for which Mr. Jewell and his spouse serve as co-trustees with shared voting and investment power.

(5)Mr. Silberhorn separated from the Company and as a director effective October 31, 2025. Mr. Silberhorn's ownership reflects amounts owned as of May 1, 2025, as reported in the Form 4 filed by Mr. Silberhorn on May 5, 2025.

(6)Mr. Osberg resigned from the Company effective January 16, 2026. Mr. Osberg's ownership reflects amounts owned as of May 1, 2025, as reported in the Form 4 filed by Mr. Osberg on May 5, 2025.

(7)Includes all directors and executive officers of the Company serving in such capacity as of April 27, 2026.

Delinquent Section 16(a) Reports

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:

One filing for Matthew S. Christian - an initial Form 3 report of common stock ownership required on August 7, 2025, which was filed on September 11, 2025;

Two filings for Mark R. Augdahl - an initial Form 3 report of common stock ownership required on January 19, 2026, which was filed on February 20, 2026, and a Form 4 reporting an award granted on January 19, 2026, which was filed on February 20, 2026; and

Two filings for Bryan A. Welp - an initial Form 3 report of common stock ownership required on February 2, 2026, which was filed on March 11, 2026, and a Form 4 reporting an award granted on February 2, 2026, which was filed on March 11, 2026.

Each of the filings was delinquent because of delays in obtaining access to the new EDGAR Next platform.

Proposal 1: Election of Directors

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.

Donald A. Nolan and Patricia K. Wagner have been nominated for re-election to our Board as Class I directors. Class I directors re-elected at the Annual Meeting will serve until our 2029 Annual Meeting of Shareholders and until their successors are duly elected and qualified or until their earlier resignation or removal. Each of the nominees has agreed to serve as a director, if re-elected.

If any of the nominees becomes unable or unwilling to serve as a director prior to the Annual Meeting, proxies will be voted for a substitute nominee or nominees designated by the Board. Alternatively, at the Board’s discretion, the proxies may be voted for a fewer number of nominees.

Information about the background and qualifications of the Board nominees standing for re-election at the Annual Meeting and the directors continuing to serve after the Annual Meeting who are not subject to re-election at the Annual Meeting is provided below.

Our Board of Directors recommends that you vote FOR the two Class I director nominees. Unless a contrary instruction is indicated on the proxy, proxies will be voted FOR the election of the two Class I director nominees.

Class I Director Nominee – Term Expiring in 2029
Donald A. NolanAge: 65Director since: 2013Chief Executive OfficerExecutive Chairsince October 31, 2025Apogee Committees:•N/APublic 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. WagnerAge: 63Director since: 2016IndependentApogee Committees:•Compensation, Chair•Nominating and Corporate GovernancePublic 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. AlvordAge: 59Director since: 2020IndependentApogee Committees:•Audit•Nominating and Corporate GovernancePublic 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. ParkerAge: 68Director since: 2018IndependentApogee Committees:•Nominating and Corporate Governance, Chair•CompensationPublic 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. LillyAge: 63Director since: 2020IndependentApogee Committees:•Audit •CompensationPublic 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. PompaAge: 61Director since: 2018Lead Directorsince January 2026Audit Committee Financial ExpertApogee Committees:•Audit, Chair•CompensationPublic 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

Corporate Governance

Our Board is committed to high standards of corporate governance and ethical business conduct. The following corporate governance resources reflect this commitment and provide a framework within which directors and management operate the business.

Corporate Governance Resources

Information related to our corporate governance is available on our website atwww.apog.com by clicking on “Investors,” selecting “Governance” and then selecting the applicable document or information. This information includes:

Board and Committee Composition

Board Committee Charters

Our Code of Business Ethics and Conduct, including our Code of Conduct Hotline

How to Contact the Board

Our Corporate Governance Guidelines

Our Restated Articles of Incorporation, as amended

Our Amended and Restated By-laws

Our Conflict Minerals Policy and related resources

Information relating to our management team is also available on our website atwww.apog.com by clicking on “About Us” and then selecting “Leadership.”

Code of Business Ethics and Conduct

Our Board of Directors has adopted our Code of Business Ethics and Conduct (our “Code of Conduct”), which is a statement of our high standards for ethical behavior and legal compliance. All employees and members of our Board of Directors are required to comply with our Code of Conduct and receive training and certification on our Code of Conduct each year. For employees suspecting a violation of our Code of Conduct, we maintain an independent hotline available 24/7 that allows both anonymous and confidential reporting.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.