Form 8-K

8-K — Tecnoglass Inc.

Accession: 0001493152-26-021602

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0001534675

SIC: 3211 (FLAT GLASS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

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8-K

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0001534675

2026-05-07

iso4217:USD

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): May 7, 2026

TECNOGLASS

INC.

(Exact

Name of Registrant as Specified in Charter)

Cayman

Islands

001-35436

98-1271120

(State

or Other Jurisdiction

(Commission

(IRS

Employer

Incorporation)

File

Number)

Identification

No.)

3550

NW 49th Street, Miami, Florida 33142

Avenida

Circunvalar a 100 mts de la Via 40, Barrio Las Flores Barranquilla, Colombia

(Address

of Principal Executive Offices) (Zip Code)

(57)(5)

3734000

(Registrant’s

Telephone Number, Including Area Code)

Not

Applicable

(Former

Name or Former Address, if Changed Since Last Report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

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

☐

Pre-commencement

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

☐

Pre-commencement

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

Securities

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

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Ordinary

TGLS

The

New York Stock Exchange

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

2.02. Results of Operations and Financial Condition.

May 7, 2026, Tecnoglass Inc. (the “Company”) issued a press release announcing its financial results for the first quarter

ended March 31, 2026. The press release is included as Exhibit 99.1 hereto.

The

information furnished under this Item 2.02, including the exhibit related thereto, shall not be deemed “filed” for purposes

of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any disclosure document of

the Company, except as shall be expressly set forth by specific reference in such document.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

99.1

Press release dated May 7, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Dated:

May 7, 2026

TECNOGLASS

INC.

By:

/s/

Jose M. Daes

Name:

Jose

M. Daes

Title:

Chief

Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Tecnoglass

Reports First Quarter 2026 Results

Record First Quarter Revenue of $249.0 Million, Up 12.0% Year-Over-Year -

Net Income of $31.9 Million, or $0.71 Per Diluted Share -

Adjusted Net Income1 of $34.6 Million, or $0.78 Per Diluted Share -

Adjusted EBITDA1 of $61.5 Million, Representing 24.7% of Total Revenues -

Backlog Expanded 19.1% Year-Over-Year to a Record $1.36 Billion -

Strong Balance Sheet for Disciplined Deployment with Total Liquidity of $425 Million -

Repurchased $16.5 Million in Shares and Paid $6.7 Million in Dividends, Returning a Significant Amount of Capital to Shareholders During

the Quarter -

Advancing Automation and Logistics Optimization Initiatives to Further Mitigate Anticipated Net Tariff Impact -

U.S. Redomiciliation Underway to Further Align Corporate Structure with U.S. Listing, Enhance Index Eligibility and Broaden Investor

Access -

Reaffirms Full Year 2026 Guidance -

Miami,

FL – May 7, 2026 – Tecnoglass, Inc. (NYSE: TGLS) (“Tecnoglass” or the “Company”), a

leading producer of high-end aluminum and vinyl windows and architectural glass for the global residential and commercial end markets,

today reported financial results for the first quarter ended March 31, 2026.

José

Manuel Daes, Chief Executive Officer of Tecnoglass, commented, “First quarter results were in line with our expectations, with

resilient performance across our key metrics reflecting the continued strength of our vertically integrated business model despite a

dynamic cost environment. Demand for our product offerings remains strong, as demonstrated by another quarter of record backlog and healthy

order activity, with momentum continuing into the second quarter. We continue to gain market share, supported by our differentiated platform,

industry-leading margins and efficient cost structure. Our previously announced pricing actions are now in place, and the broad-based

nature of industry cost pressures supports our confidence in executing these increases while preserving our competitive positioning.

With a robust pipeline of value creation initiatives, a strong capital position, and further execution under our share repurchase authorization,

we remain confident in our ability to deliver on our strategic objectives.”

Christian

Daes, Chief Operating Officer of Tecnoglass, added, “We are encouraged by continued momentum across our platform. Our multi-family

and commercial business delivered strong growth against our record backlog, and our single-family residential orders improved year-over-year

during the quarter with solid momentum continuing into the second quarter. Our expanding dealer network and showroom footprint continue

to support geographic diversification and market share gains nationwide, while our vinyl product lines are delivering incremental growth

and broadening our addressable market. Backlog reached another record level, extending our multi-family and commercial pipeline visibility

well into 2027. Amid the dynamic tariff landscape, our pricing initiatives and cost mitigation efforts are well underway, including logistics

improvements, further automation across our operations, and ongoing supply chain optimization. We are also advancing our assessment of

a proposed U.S. manufacturing initiative, with a well-located site identified and significant state and local incentives secured that

strengthen the project’s potential economics if we decide to move forward based on market demand. Overall, demand across our end

markets remains healthy and we believe the current environment presents opportunities to further strengthen our competitive position

and capture additional market share.”

First

Quarter 2026 Results

Total

revenues for the first quarter of 2026 increased 12.0% to a first quarter record of $249.0 million, compared to $222.3 million in the

prior year quarter. Multi-family/commercial revenues grew 20.4% year-over-year driven by continued strong activity in key markets, including

growth in markets beyond Florida. Single-family residential revenues were relatively stable year-over-year, mainly reflecting the timing

of order conversion into revenue, with year-over-year order growth in the first quarter remaining strong into April 2026. Changes in

foreign currency exchange rates represented a $0.9 million headwind to total revenues in the quarter.

Gross

profit for the first quarter of 2026 was $95.8 million, representing a 38.5% gross margin, compared to gross profit of $97.5 million,

representing a 43.9% gross margin, in the prior year quarter. The year-over-year change in gross margin primarily reflected an unfavorable

mix from a higher level of installation revenue, higher raw material costs associated with elevated U.S. aluminum costs, which represented

an incremental headwind of approximately $6.4 million in the quarter, higher salary expenses related to annual minimum wage adjustments

in Colombia at the beginning of each year and a strengthening of the Colombian Peso during the quarter, partly offset by stronger pricing

and operating leverage on higher volume.

Selling,

general and administrative expense (“SG&A”) was $50.9 million for the first quarter of 2026 compared to $42.5 million

in the prior year quarter. The increase was partly attributable to higher personnel expenses associated with annual salary adjustments

at the beginning of the year, a stronger Peso during the period, and higher transportation and commission expenses associated with revenue

growth in the quarter. Additionally, the Company recorded a one-time $2.9 million expense related to a government-imposed wealth tax

assessed on large corporations in Colombia to help fund certain measures aimed at addressing recent climate-related events. As a percent

of total revenues, SG&A was 20.4% for the first quarter of 2026 compared to 19.1% in the prior year quarter, primarily due to the

aforementioned factors.

Net

income was $31.9 million, or $0.71 per diluted share, in the first quarter of 2026 compared to net income of $42.2 million, or $0.90

per diluted share, in the prior year quarter, including a non-cash foreign exchange transaction gain of $0.9 million in the first quarter

of 2026 and a $0.5 million loss in the first quarter of 2025. These non-cash gains and losses relate to the accounting re-measurement

of U.S. Dollar-denominated assets and liabilities against the Colombian Peso as the functional currency.

Adjusted

net income1 was $34.6 million, or $0.78 per diluted share, in the first quarter of 2026 compared to adjusted net income1

of $43.1 million, or $0.92 per diluted share, in the prior year quarter. Adjusted net income1, as reconciled in the table

below, excludes the impact of non-cash foreign exchange transaction gains or losses and other non-core items, along with the tax impact

of adjustments at statutory rates, which management believes better reflects core financial performance.

Adjusted

EBITDA1, as reconciled in the table below, was $61.5 million, or 24.7% of total revenues, in the first quarter of 2026, compared

to $70.2 million, or 31.6% of total revenues, in the prior year quarter. The change was primarily attributable to the aforementioned

factors impacting gross margin and SG&A.

Cash

Generation, Capital Allocation and Liquidity

Cash

provided by operating activities for the first quarter of 2026 was $6.7 million, including a build-up in inventories of U.S.-sourced

aluminum as part of the Company’s supply chain resilience and tariff mitigation strategy. Capital expenditures of $17.3 million

in the quarter included scheduled payments related to previously announced capacity and automation investments.

During

the quarter, the Company returned capital to shareholders through an aggregate of approximately $16.5 million in share repurchases and

$6.7 million in cash dividends. As of May 7, 2026, the Company had approximately $92.5 million remaining under its current share repurchase

program.

The

Company ended the first quarter of 2026 with total liquidity of approximately $425.0 million, including $91.1 million of cash and cash

equivalents and over $330.0 million of availability under its revolving credit facilities, and total debt of $200.3 million.

Additional

Updates

previously reported, the Board of Directors has approved a plan to redomicile the Company from the Cayman Islands to the United States,

subject to shareholder approval. If approved by shareholders, the redomiciliation is expected to be completed during the second quarter

of 2026. The Company believes this action will support its strategic objectives by simplifying its organizational and regulatory structure,

improving the tax efficiency of dividend distributions, and broadening its potential investor base to include investors that are limited

to investing in U.S.-domiciled companies. Tecnoglass will remain headquartered in Miami, Florida following the redomiciliation.

Also

as previously disclosed, the Company is conducting a feasibility study for the potential construction of a new state-of-the-art facility

in the United States. As part of this process, the Company has identified a site that meets its project specifications and has secured

substantial state and local tax credits that are expected to significantly enhance the potential economics of the proposed project. The

proposed facility is expected to be highly automated and designed to support future growth beyond the Company’s current installed

capacity, while also diversifying the Company’s operational footprint, improving lead times and transportation costs for certain

markets and product types, enhancing supply chain efficiency, and expanding access to opportunities such as Buy America projects and

quick-turnaround jobs. The Company expects to complete the purchase of land for this potential facility during the second quarter, which

preserves strategic flexibility as due diligence continues and does not represent a commitment to proceed with any construction, which

would occur in phases based on factors such as demand, market conditions and return profiles. If ongoing due diligence yields a favorable

outcome, the Company currently expects that 2026 investments related to this proposed project would be limited to the purchase of land,

currently estimated at approximately $20 million to $25 million to be financed through available credit facilities..

Full

Year 2026 Guidance

Santiago

Giraldo, Chief Financial Officer of Tecnoglass, stated, “Based on our strong execution to start the year, we are reiterating our

full year revenue outlook in the range of $1.06 billion to $1.13 billion and Adjusted EBITDA¹ outlook in the range of $225 million

to $245 million. This reflects the impact of the recently implemented 10% tariff on finished aluminum window imports as previously disclosed,

which is expected to be partly offset in 2026 through pricing actions effective on orders from early May forward, with additional efficiency

initiatives from logistics optimization and automation underway and expected to begin contributing benefits by year end. We see a clear

path to fully offsetting the impact of tariffs in 2027, when full-year pricing across both businesses and incremental automation savings

are expected to be realized. We remain well-positioned to drive long-term margin expansion and continue delivering on our objectives.”

Webcast

and Conference Call

Management

will host a webcast and conference call on May 7, 2026, at 10:00 a.m. Eastern time to review the Company’s results. The conference

call will be broadcast live over the Internet. Additionally, a slide presentation will accompany the conference call. To listen to the

call and view the slides, please visit the Investor Relations section of Tecnoglass’ website at www.tecnoglass.com. Please go to

the website at least 15 minutes early to register, download and install any necessary audio software. For those unable to access the

webcast, the conference call will be accessible by dialing 1-844-676-5131 (domestic) or 1-412-634-6589 (international). Upon dialing

in, please request to join the Tecnoglass First Quarter 2026 Earnings Conference Call.

you are unable to listen live, a replay of the webcast will be archived on the website. You may also access the conference call playback

by dialing 1-844-512-2921 (Domestic) or 1-412-317-6671 (International) and entering passcode: 10208184.

About

Tecnoglass

Inc. is a leading producer of high-end aluminum and vinyl windows and architectural glass serving the multi-family, single-family, and

commercial end markets. Tecnoglass is the second largest glass fabricator serving the U.S. and the #1 architectural glass transformation

company in Latin America. Located in Barranquilla, Colombia, the Company’s 5.8 million square foot, vertically integrated, and

state-of-the-art manufacturing complex provide efficient access to nearly 1,000 customers in North, Central and South America, with the

United States accounting for 95% of total revenues. Tecnoglass’ tailored, high-end products are found on some of the world’s

most distinctive properties, including One Thousand Museum (Miami), Paramount (Miami), Salesforce Tower (San Francisco), Via 57 West

(NY), Hub50House (Boston), Aeropuerto Internacional El Dorado (Bogotá), One Plaza (Medellín), Pabellon de Cristal (Barranquilla).

For more information, please visit www.tecnoglass.com or view our corporate video at https://www.youtube.com/watch?v=qD3AKBv4EkU.

Forward

Looking Statements

This

press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995,

including statements regarding future financial performance, future growth and future acquisitions. These statements are based on Tecnoglass’

current expectations or beliefs and are subject to uncertainty and changes in circumstances. Actual results may vary materially from

those expressed or implied by the statements herein due to changes in economic, business, competitive and/or regulatory factors, and

other risks and uncertainties affecting the operation of Tecnoglass’ business. These risks, uncertainties and contingencies are

indicated from time to time in Tecnoglass’ filings with the Securities and Exchange Commission. The information set forth herein

should be read in light of such risks. Further, investors should keep in mind that Tecnoglass’ financial results in any particular

period may not be indicative of future results. Tecnoglass is under no obligation to, and expressly disclaims any obligation to, update

or alter its forward-looking statements, whether as a result of new information, future events and changes in assumptions or otherwise,

except as required by law.

Adjusted net income (loss) and Adjusted EBITDA in both periods are reconciled in the table below.

Investor

Relations:

Santiago

Giraldo / CFO

305-503-9062

investorrelations@tecnoglass.com

Tecnoglass

Inc. and Subsidiaries

Consolidated

Balance Sheets

(In

thousands, except share and per share data)

March

31,

December

31,

2026

2025

ASSETS

Current

assets:

Cash

and cash equivalents

$ 91,116

$ 100,901

Investments

3,244

3,150

Trade

accounts receivable, net

264,380

239,448

Due

from related parties

1,915

2,002

Inventories

253,279

213,524

Contract

assets – current portion

29,301

31,809

Other

current assets

76,822

62,724

Total

current assets

$ 720,057

$ 653,558

Long-term

assets:

Property,

plant and equipment, net

$ 502,509

$ 476,159

Long

term accounts receivable

1,771

1,730

Deferred

income taxes

2,361

1,257

Contract

assets – non-current

25,009

20,506

Intangible

assets

13,451

12,959

Goodwill

30,059

Equity

method investment

58,144

57,443

Other

long-term assets

7,089

6,721

Total

long-term assets

640,393

606,834

Total

assets

$ 1,360,450

$ 1,260,392

LIABILITIES

AND SHAREHOLDERS’ EQUITY

Current

liabilities:

Short-term

debt and current portion of long-term debt

$ 5,873

$ 427

Trade

accounts payable and accrued expenses

150,536

127,228

Due

to related parties

9,414

10,881

Dividends

payable

6,675

6,730

Contract

liability – current portion

161,005

149,442

Other

current liabilities

72,895

57,038

Total

current liabilities

$ 406,398

$ 351,746

Long-term

liabilities:

Deferred

income taxes

$ 22,800

$ 22,404

Contract

liability – non-current

1,632

1,988

Long-term

debt

194,386

171,202

Total

long-term liabilities

218,818

195,594

Total

liabilities

$ 625,216

$ 547,340

SHAREHOLDERS’

EQUITY

Preferred

shares, $0.0001 par value, 1,000,000 shares authorized, 0 shares issued and outstanding at March 31, 2026, and December 31, 2025

respectively

$ -

Ordinary

shares, $0.0001 par value, 100,000,000 shares authorized, 46,389,146 shares issued, and 44,364,816 shares outstanding at March 31,

2026; and, 46,389,146 shares issued, and 44,737,726 shares outstanding at December 31, 2025

Treasury

stock

(95,679 )

(79,218 )

Legal

Reserves

1,458

Additional

paid-in capital

153,358

Retained

earnings

695,797

670,558

Accumulated

other comprehensive (loss)

(19,705 )

(33,109 )

Shareholders’

equity attributable to controlling interest

735,234

713,052

Total

liabilities and shareholders’ equity

$ 1,360,450

$ 1,260,392

Tecnoglass

Inc. and Subsidiaries

Consolidated

Statements of Operations and Comprehensive Income

(In

thousands, except share and per share data)

(Unaudited)

Three

months ended

March

31,

2026

2025

Operating

revenues:

External

customers

$ 248,391

$ 221,272

parties

621

1,016

Total

operating revenues

249,012

222,288

Cost

of sales

(153,178 )

(124,763 )

Gross

profit

95,834

97,525

Operating

expenses:

Selling

expense

(22,900 )

(23,617 )

General

and administrative expense

(27,993 )

(18,855 )

Total

operating expenses

(50,893 )

(42,472 )

Other

operating income

4,276

Operating

income

44,941

59,329

Non-operating

income, net

856

1,016

Equity

method income

102

1,344

Foreign

currency transactions gains (losses)

917

(509 )

Interest

expense and deferred cost of financing

(3,023 )

(1,331 )

Income

before taxes

43,793

59,849

Income

tax provision

(11,902 )

(17,660 )

Net

income

$ 31,891

$ 42,189

Basic

income per share

$ 0.71

$ 0.90

Diluted

income per share

$ 0.71

$ 0.90

Basic

weighted average common shares outstanding

44,632,706

46,989,948

Diluted

weighted average common shares outstanding

44,632,706

46,989,948

Other

comprehensive income:

Foreign

currency translation adjustments

13,212

19,576

Change

in fair value of derivative contracts and investments available for sale

192

(637 )

Other

comprehensive income (loss)

13,404

18,939

Total

comprehensive income

$ 45,295

$ 61,128

Tecnoglass

Inc. and Subsidiaries

Consolidated

Statements of Cash Flows

(In

thousands) / (Unaudited)

Three

months ended March 31,

2026

2025

CASH

FLOWS FROM OPERATING ACTIVITIES

Net

income

$ 31,891

42,189

Adjustments

to reconcile net income to net cash provided by operating activities:

Allowance

for credit losses

1,088

215

Depreciation

and amortization

10,678

7,339

Deferred

income taxes

(551 )

2,470

Equity

method income

(102 )

(1,344 )

Gain

on disposal of assets

481

(4,273 )

Deferred

cost of financing

152

283

Other

non-cash adjustments

(72 )

223

Realized

loss on derivative instruments

(531 )

Unrealized

currency translation loss

(6,072 )

(6,314 )

Changes

in operating assets and liabilities:

Trade

accounts receivable

(16,469 )

(18,993 )

Inventories

(34,279 )

(8,678 )

Prepaid

expenses

(444 )

Other

assets

(4,076 )

(14,880 )

Trade

accounts payable and accrued expenses

13,467

11,659 )

Taxes

payable

16,873

15,653

Labor

liabilities

(2,178 )

(1,291 )

Other

liabilities

126

(114 )

Contract

assets and liabilities

(1,745 )

23,132

parties

(1,522 )

(464 )

CASH

PROVIDED BY OPERATING ACTIVITIES

$ 6,715

46,898

CASH

FLOWS FROM INVESTING ACTIVITIES

Purchase

of investments

(600 )

(74 )

Sale

of property and equipment

12,308

Acquisition

of property and equipment

(17,264 )

(30,424 )

CASH

USED IN INVESTING ACTIVITIES

$ (17,864 )

(18,190 )

CASH

FLOWS FROM FINANCING ACTIVITIES

Cash

dividend

(6,710 )

(7,048 )

Stock

buyback

(16,461 )

(124 )

Proceeds

from debt

39,352

3,615

Repayments

of debt

(15,330 )

(3,880 )

CASH

PROVIDED BY (USED IN) FINANCING ACTIVITIES

$ 851

(7,437 )

Effect

of exchange rate changes on cash and cash equivalents

$ 513

1,149

NET

INCREASE IN CASH AND CASH EQUIVALENTS

(9,785 )

22,420

CASH

AND CASH EQUIVALENTS - Beginning of period

100,901

134,882

CASH

AND CASH EQUIVALENTS - End of period

$ 91,116

157,302

SUPPLEMENTAL

DISCLOSURES OF CASH FLOW INFORMATION

Cash

paid during the period for:

Interest

$ 2,163

1,702

Income

Tax

$ 12,830

11,758

NON-CASH

INVESTING AND FINANCING ACTIVITIES:

Assets

acquired under credit or debt

$ 7,864

11,063

Revenues

by Region

(Amounts

in thousands)

(Unaudited)

Three months ended

Mar 31,

2026

2025

% Change

Revenues by Region

United States

237,140

212,454

11.6 %

Colombia

7,519

6,414

17.2 %

Other Countries

4,353

3,420

27.3 %

Total Revenues by Region

249,012

222,288

12.0 %

Reconciliation

of Non-GAAP Performance Measures to GAAP Performance Measures

(In

thousands)

(Unaudited)

The

Company believes that total revenues with foreign currency held neutral, which are not performance measures under generally accepted

accounting principles (“GAAP”), may provide users of the Company’s financial information with additional meaningful

bases for comparing the Company’s current results and results in a prior period, as these measures reflect factors that are unique

to one period relative to the comparable period. Management uses such performance measures in managing and evaluating the Company’s

business. However, these non-GAAP performance measures should be viewed in addition to, and not as an alternative for, the Company’s

reported results under accounting principles generally accepted in the United States.

Three months ended

Mar 31,

2026

2025

% Change

Total Revenues with Foreign Currency Held Neutral

$ 248,127

$ 239,573

3.6 %

Impact of changes in foreign currency

885

8.5 %

Total Revenues, as Reported

$ 249,012

$ 222,288

12.0 %

Currency

impacts on total revenues for the current quarter have been derived by translating current quarter revenues at the prevailing average

foreign currency rates during the prior year quarter, as applicable.

Reconciliation

of Adjusted EBITDA and Adjusted net (loss) income to net (loss) income

(In

thousands, except share and per share data) / (Unaudited)

Adjusted

EBITDA and adjusted net (loss) income are non-GAAP performance measures. Management believes Adjusted EBITDA and adjusted net (loss)

income, in addition to operating profit, net (loss) income and other GAAP measures, are useful to investors to evaluate the Company’s

results because they exclude certain items that are not directly related to the Company’s core operating performance. Investors

should recognize that Adjusted EBITDA and adjusted net (loss) income might not be comparable to similarly-titled measures of other companies.

These measures should be considered in addition to, and not as a substitute for or superior to, any measure of performance prepared in

accordance with GAAP.

Reconciliations

of the non-GAAP measures used in this press release are included in the tables attached to this press release, to the extent available

without unreasonable effort. Because GAAP financial measures on a forward-looking basis are not accessible, and reconciling information

is not available without unreasonable effort, we have not provided reconciliations for forward-looking non-GAAP measures. Items excluded

to arrive at forward-looking non-GAAP measures may have a significant, and potentially unpredictable, impact on our future GAAP results.

Three

months ended

March

31,

2026

2025

Net

income

31,891

42,189

Interest

expense and deferred cost of financing

3,023

1,331

Income

tax provision

11,902

17,660

Depreciation

& amortization

10,678

7,338

Foreign

currency transactions losses (gains)

(917 )

509

Provision

for bad debt

1,088

215

Non-Recurring

expenses (non-recurring professional fees, capital market fees, other non-core items)

3,480

637

Joint

Venture VA (Saint Gobain) EBITDA adjustments

404

321

ADJUSTED

EBITDA

61,549

70,200

Three

months ended

March

31,

2026

2025

Net

income

31,891

42,189

Foreign

currency transactions losses (gains)

(917 )

509

Provision

for bad debt

1,088

215

Non-Recurring

expenses (non-recurring professional fees, capital market fees, other non-core items)

3,480

637

Derivative

financial instruments

343

Joint

Venture VA (Saint Gobain) adjustments

(87 )

(53 )

Tax

impact of adjustments at statutory rate

(1,172 )

(419 )

Adjusted

net income

34,626

43,078

Basic

income per share

0.71

0.90

Diluted

income per share

0.71

0.90

Diluted

Adjusted net income per share

0.78

0.92

Basic

weighted average common shares outstanding in thousands

44,633

46,990

Diluted

Weighted Average Common Shares Outstanding in thousands

44,633

46,990

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May 07, 2026

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