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2026-11-05 2026-11-05

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K/A

(Amendment No. 1)

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 5, 2026

TECNOGLASS

HOLDINGS INC.

(Exact Name of Registrant as Specified in Charter)

Florida

001-35436

98-1271120

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS

Employer

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

Common Stock

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 ☐

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

Item 2.02. Results of Operations and Financial Condition.

On November 5, 2026, Tecnoglass Holdings Inc. (the “Company”) furnished a Current Report on Form 8-K (the “Original Form 8-K”) that included, as Exhibit 99.1, a press release announcing its financial results for the third quarter ended September 30, 2026 (the “Original Earnings Release”). Subsequent to issuance of the Original Earnings Release and furnishing of the Original Form 8-K and, in connection with the completion of its financial close procedures for its Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 (the “Quarterly Report”), the Company corrected the accounting for deferred income taxes associated with changes in the fair value of treasury stock, which are recognized in shareholders’ equity. A valuation allowance was recorded on the deferred tax asset related to the capital loss based on available projections. The correct valuation allowance was included in the Quarterly Report. The Company is furnishing this Amendment No. 1 on Form 8-K/A (this “Amendment”) to the Original Form 8-K to provide the revised information relating to the income tax provision and related amounts that were presented in the Original Earnings Release.

The correction had the following effects on amounts presented in the Original Earnings Release:

Three and nine months ended September 30, 2026

●Income tax provision increased by $6.0 million in each period, from $2.4 million to $8.5 million for the three months and from $28.4 million to $34.5 million for the nine months.

●Net income decreased by $6.0 million in each period, from $22.8 million, or $0.51 per diluted share, to $16.7 million, or $0.38 per diluted share, for the three months, and from $79.2 million, or $1.78 per diluted share, to $73.2 million, or $1.65 per diluted share, for the nine months.

●Adjusted net income decreased by $6.0 million in each period, from $27.3 million, or $0.61 per diluted share, to $21.2 million, or $0.48 per diluted share, for the three months, and from $85.7 million, or $1.93 per diluted share, to $79.6 million, or $1.79 per diluted share, for the nine months.

Condensed consolidated balance sheet as of September 30, 2026

●Total assets at such date decreased by $2.1 million, from $1,528.4 million to $1,526.3 million, reflecting the lower deferred tax assets.

●Total liabilities at such date increased by $3.9 million, from $707.0 million to $710.9 million, reflecting the higher deferred tax liabilities.

●Total shareholders’ equity at such date decreased by $6.0 million, from $821.4 million to $815.4 million.

Income before income taxes of $25.2 million and $107.6 million for the three and nine months ended September 30, 2026 remains as originally reported. The cor

EX-99.1

2 ex99-1.htm

EX-99.1

Exhibit 99.1

Tecnoglass Reports Third Quarter 2026 Results

- Record Revenue of $310.6 Million, a 19.2% Year-Over-Year Increase, All-Organic Growth Driven by Continued Market Share Gains and Geographic Expansion -

- Net Income of $22.8 Million, or $0.51 Per Diluted Share -

- Adjusted Net Income1 of $27.3 Million, or $0.61 Per Diluted Share -

- Adjusted EBITDA1 of $47.7 Million, Which Would Have Been an Estimated $8.4 Million Higher Excluding a Non-Cash Inventory Revaluation Due to the Rapid Rise in the Colombian Peso -

- Backlog Expanded 13.2% Year-Over-Year to a Record $1.43 Billion -

- Strong Balance Sheet for Disciplined Deployment with Total Liquidity of $380 Million -

- Opened Los Angeles Showroom, Bringing Legacy Line Aluminum Windows to the West Coast and Supporting Ongoing Geographic Expansion -

- Updated Full Year 2026 Guidance -

Miami, FL – November 5, 2026 – Tecnoglass Holdings 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 third quarter ended September 30, 2026.

José Manuel Daes, Chief Executive Officer of Tecnoglass, commented, “We were pleased to deliver record revenues in the third quarter, up 19% year-over-year, led by 31% growth in our multi-family and commercial business. Single-family residential revenues grew 17% year-over-year excluding the previously disclosed pre-buy activity in the second quarter, reflecting continued market share gains as we expand outside of Florida. Third quarter margins were pressured by costs outside of our control, including elevated aluminum costs, ongoing tariffs and a Colombian Peso at its strongest level since 2018. Our higher volumes in the quarter drew on aluminum purchased at peak prices earlier in the year, and we have since secured aluminum at lower levels. Excluding an $8.4 million non-cash inventory revaluation tied to a rapid rise in the Peso, Adjusted EBITDA for the quarter was actually ahead of our internal expectations given a very strong top line performance. The benefits of our May pricing actions are beginning to flow through single-family residential invoicing, and our automation initiatives are taking hold, which position us well to deliver improved profitability. Together, these actions are making us a stronger and more efficient company, and we remain confident in our ability to unlock additional value for our shareholders.”

Christian Daes, Chief Operating Officer of Tecnoglass, added, “Our backlog reached another record of $1.43 billion, extending our track record of sequential growth since 2021 and reflecting consistent execution on a growing pipeline of multi-family and commercial projects. We continued to book large projects within the luxury lodging and condo market, and subsequent to quarter end signed our largest project to date, which continues to provide strong visibility for the next few years. Our May pricing will reach multi-family and commercial revenue as projects booked after the increase move through our backlog, starting with shorter-cycle jobs late this year and larger projects during 2027. In single-family residential projects, our expanding dealer network, vinyl lines and geographic diversification continue to support market share gains, and our recently opened Los Angeles showroom is bringing our Legacy Line to the West Coast. Across both businesses, our differentiated product portfolio, expanding geographic reach, and strong project pipeline position us well to keep gaining share as we move into 2027.”

Third Quarter 2026 Results

Total revenues for the third quarter of 2026 increased 19.2% to a record $310.6 million, compared to $260.5 million in the prior year quarter. Multi-family/commercial revenues grew 30.9% year-over-year to a record $192.4 million, driven by execution on a record backlog as projects moved into more advanced stages. Single-family residential revenues grew 4.1% year-over-year to $118.1 million, reflecting continued market share gains, geographic expansion and pricing actions, partially offset by the timing of orders placed in the second quarter ahead of the Company’s May pricing actions. Changes in foreign currency exchange rates represented a $2.4 million benefit to total revenues in the quarter.

Gross profit for the third quarter was $106.0 million, or a 34.1% gross margin, compared to $111.3 million, or a 42.7% gross margin in the prior year quarter. A stronger Colombian Peso, which appreciated approximately 20% year-over-year and 12% sequentially, drove approximately 580 basis points of the 860 basis point decline. Roughly 250 basis points   of that FX impact was a non-cash inventory revaluation of approximately $8.4 million. That inventory was bought when the Peso was weaker and sold after it strengthened, which increased its reported cost without any cash impact. Gross

EX-99.1

2 ex99-1.htm

EX-99.1

Exhibit 99.1

Tecnoglass Reports Second Quarter 2026 Results, Including Record Revenues on Continued Market Share Gains

- Record Second Quarter Revenue of $295.3 Million, Up 15.6% Year-Over-Year, With Double-Digit Growth in Both Single-Family Residential and Multi-Family/Commercial -

- Net Income of $24.6 Million, or $0.55 Per Diluted Share -

- Adjusted Net Income1 of $23.8 Million, or $0.54 Per Diluted Share -

- Adjusted EBITDA1 of $51.7 Million, Representing 17.5% of Total Revenues -

- Backlog Expanded 15.6% Year-Over-Year to a Record $1.38 Billion -

- Strong Balance Sheet for Disciplined Deployment with Total Liquidity of $360 Million -

- Returned Value to Shareholders During the Quarter Through $6.7 Million in Dividends -

- Implemented Pricing Actions and Automation Initiatives Expected to Benefit Results in Second Half -

- Completed U.S. Redomiciliation, Aligning Corporate Structure with U.S. Listing, Enhancing Index Eligibility

and Broadening Investor Access -

- Updated Full Year 2026 Guidance -

Miami, FL – August 6, 2026 – Tecnoglass Holdings 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 second quarter ended June 30, 2026.

José Manuel Daes, Chief Executive Officer of Tecnoglass, commented, “We delivered record second quarter revenues, with double-digit growth in both our single-family residential and multi-family and commercial businesses, reflecting healthy demand, continued market share gains and consistent execution across our expanding footprint. Margins developed largely as we outlined last quarter, reflecting elevated aluminum costs, a stronger Colombian Peso and the initial impact of the April enactment of Section 232 tariffs on certain aluminum-based products. We are addressing these dynamics through pricing actions, which began flowing into orders in May, along with logistics optimization and accelerated automation initiatives. We expect these actions to progressively benefit results in the second half of the year as we work toward a more optimized cost position entering 2027. Our first half actions and performance support our confidence in the balance of the year, and we remain focused on creating long-term value for our shareholders.”

Christian Daes, Chief Operating Officer of Tecnoglass, added, “Our backlog grew to another record of $1.38 billion, extending our track record of sequential quarter growth since 2021 and reflecting consistent execution on a growing pipeline of multi-family and commercial projects. Our new showrooms, expanding dealer network and vinyl lines continue to gain traction, helping us grow the share of single-family residential revenues generated outside of Florida by several hundred basis points year-to-date. We are making meaningful progress on our automation and efficiency program, which enabled a 10% headcount reduction as of the end of June, with additional automation expected to be operational by year end while preserving our capacity to serve a strong order book. We believe the actions underway are strengthening our cost structure and competitive position for years to come.”

Second Quarter 2026 Results

Total revenues for the second quarter of 2026 increased 15.6% to a record $295.3 million, compared to $255.5 million in the prior year quarter. Multi-family/commercial revenues grew 15.7% year-over-year to a record $168.8 million, driven by continued strong activity in key markets, including growth in markets beyond Florida. Single-family residential revenues grew 15.4% year-over-year to a record $126.5 million, reflecting continued market share gains and geographic expansion, along with the timing of orders placed ahead of May pricing actions. Changes in foreign currency exchange rates represented a $0.9 million benefit to total revenues in the quarter.

Gross profit for the second quarter of 2026 was $110.0 million, representing a 37.3% gross margin, compared to gross profit of $114.3 million, representing a 44.7% gross margin, in the prior year quarter. The year-over-year change in gross margin primarily reflected higher raw material costs as the average all-in U.S. aluminum price, which includes the Midwest premium, increased approximately 77% year-over-year, higher labor costs related to the annual minimum wage adjustment in Colombia at the beginning of the year, a strengthening of the Colombian Peso, which appreciated approximately 14% year-over-year, and approximately $0.7 million in severance costs related to headcount reductions associated with the Company’s efficiency and automation initiatives. These impacts were partly offset by operating leverage on higher volume. Pricing actions implemented in May began flowing into orders late in the quarter, with the revenue benefit beginning in the third quarter.

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