Apogee Enterprises, Inc. Merger Agreement with Keller Companies, Inc.

Apogee Enterprises, Inc. has entered into a Merger Agreement with Keller Companies, Inc. (KCI) and KCI's shareholders to acquire all outstanding equity interests of KCI. KCI is the controlling shareholder of Kalwall Corporation and Structures Unlimited Inc. The transaction, valued at approximately $105 million in cash, includes a potential additional $10 million earn-out based on KCI's fiscal year 2026 financial performance. Apogee intends to finance the acquisition using cash on hand and its existing credit facility. The deal is subject to customary closing conditions and is expected to close in Apogee's second fiscal quarter of 2027. The agreement includes customary representations, warranties, and covenants, with Apogee obtaining representations and warranties insurance. Ancillary agreements, including employment, consulting, and noncompetition agreements, will also be entered into.