Form 8-K

8-K — Tecnoglass Holdings Inc.

Accession: 0001493152-26-036252

Filed: 2026-08-06

Period: 2026-08-06

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)

GRAPHIC (ex99-1_001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0001534675

2026-08-06

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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): August 6, 2026

TECNOGLASS

HOLDINGS INC.

(Exact

Name of Registrant as Specified in Charter)

Florida

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.

August 6, 2026, Tecnoglass Holdings Inc. (the “Company”) issued a press release announcing its financial results for the

second quarter ended June 30, 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 August 6, 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:

August 6, 2026

TECNOGLASS

HOLDINGS 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 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.

Selling,

general and administrative expense (“SG&A”) was $73.5 million for the second quarter of 2026 compared to $53.1 million

in the prior year quarter. The increase primarily reflected approximately $17.0 million of expenses associated with the recently implemented

Section 232 tariffs on finished aluminum window imports, along with higher transportation and commission expenses associated with revenue

growth in the quarter. As a percent of total revenues, SG&A was 24.9% for the second quarter of 2026 compared to 20.8% in the prior

year quarter, primarily due to the aforementioned factors.

Net

income was $24.6 million, or $0.55 per diluted share, in the second quarter of 2026 compared to net income of $44.1 million, or $0.94

per diluted share, in the prior year quarter, including a non-cash foreign exchange transaction gain of $5.2 million in the second quarter

of 2026 and a gain of $0.8 million in the second 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 $23.8 million, or $0.54 per diluted share, in the second quarter of 2026 compared to adjusted net income1

of $48.5 million, or $1.03 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 $51.7 million, or 17.5% of total revenues, in the second quarter of 2026, compared

to $79.8 million, or 31.2% 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 second quarter of 2026 was approximately $4.4 million, reflecting the seasonal timing of annual

income tax payments for the Company’s Colombian subsidiaries, tariff-related payments, and continued strategic purchases of U.S.-sourced

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

$35.4 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 $6.7 million in cash dividends. As of August 6, 2026, the Company had

approximately $92.5 million remaining under its current share repurchase program.

The

Company ended the second quarter of 2026 with total liquidity of approximately $360.0 million, including $80.8 million of cash and cash

equivalents and $280.0 million of availability under its revolving credit facilities, and total debt of $225.4 million. The Company maintains

a conservative leverage profile of approximately 0.6x net debt to LTM Adjusted EBITDA¹, providing significant financial flexibility

to continue investing in growth initiatives and returning capital to shareholders.

Additional

Updates

Effective

July 7, 2026, the Company completed its previously announced redomiciliation from the Cayman Islands to the United States, following

shareholder approval at the Annual General Meeting. Tecnoglass is now incorporated in the State of Florida and remains headquartered

in Miami, Florida. The Company believes this milestone supports 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. The Company’s ordinary shares continue to trade on the NYSE under the symbol

TGLS.

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. The Company expects to complete the purchase of land for this potential facility by the end of August 2026, 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. The Company is also in advanced discussions

with state authorities to finalize incentives that would be expected to significantly enhance the potential economics of the proposed

project.

Additionally,

the Company continues to advance its automation and efficiency initiatives, completing a 10% reduction in headcount as of the end of

June, with additional automation expected to be operational by year end.

Full

Year 2026 Guidance

Santiago

Giraldo, Chief Financial Officer of Tecnoglass, stated, “Based on our first half performance and the visibility provided by our

order book, we are narrowing our full year 2026 revenue outlook to a range of $1.08 billion to $1.12 billion, with Adjusted EBITDA in

the range of $220 million to $230 million. The revision primarily reflects sustained high aluminum costs and a Colombian peso that has

strengthened beyond our prior assumptions, not a change in the demand for our products. We remain encouraged by demand trends and by

our ability to grow well above industry rates. Looking ahead, we are committed to fully offsetting the impact of tariffs in 2027, as

automation savings and full-year pricing are realized. With a conservative debt leverage profile and strong cash generation, we remain

well-positioned to invest in growth while returning capital to shareholders.”

Webcast

and Conference Call

Management

will host a webcast and conference call on August 6, 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 Second 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: 10210630.

About

Tecnoglass

Holdings 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 over 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

Holdings Inc. and Subsidiaries

Consolidated

Balance Sheets

(In

thousands, except share and per share data)

June

30,

December

31,

2026

2025

ASSETS

Current

assets:

Cash

and cash equivalents

80,814

100,901

Investments

3,466

3,150

Trade

accounts receivable, net

287,466

239,448

Due

from related parties

2,075

2,002

Inventories

271,595

213,524

Contract

assets – current portion

29,701

31,809

Other

current assets

55,082

62,724

Total

current assets

730,199

653,558

Long-term

assets:

Property,

plant and equipment, net

562,122

476,159

Long

term accounts receivable

1,887

1,730

Deferred

income taxes

329

1,257

Contract

assets – non-current

28,414

20,506

Intangible

assets

13,808

12,959

Goodwill

30,059

Equity

method investment

55,656

57,443

Other

long-term assets

7,417

6,721

Total

long-term assets

699,692

606,834

Total

assets

1,429,891

1,260,392

LIABILITIES

AND SHAREHOLDERS’ EQUITY

Current

liabilities:

Short-term

debt and current portion of long-term debt

6,156

427

Trade

accounts payable and accrued expenses

178,854

127,228

Due

to related parties

8,895

10,881

Dividends

payable

6,675

6,730

Contract

liability – current portion

173,825

149,442

Other

current liabilities

18,250

57,038

Total

current liabilities

392,655

351,746

Long-term

liabilities:

Deferred

income taxes

28,181

22,404

Contract

liability – non-current

1,045

1,988

Long-term

debt

219,238

171,202

Total

long-term liabilities

248,464

195,594

Total

liabilities

641,119

547,340

SHAREHOLDERS’

EQUITY

Preferred

shares, $0.0001 par value, 1,000,000 shares authorized, 0 shares issued and outstanding at June 30, 2026, and December 31, 2025 respectively

Ordinary

shares, $0.0001 par value, 100,000,000 shares authorized, 46,389,046 shares issued, and 44,364,716 shares outstanding at June 30,

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

153,353

153,358

Retained

earnings

713,697

670,558

Accumulated

other comprehensive (loss) income

15,938

(33,109

)

Shareholders’

equity attributable to controlling interest

788,772

713,052

Total

liabilities and shareholders’ equity

1,429,891

1,260,392

Tecnoglass

Holdings Inc. and Subsidiaries

Consolidated

Statements of Operations and Comprehensive Income

(In

thousands, except share and per share data)

(Unaudited)

Three months ended

Six months ended

June 30,

2026

2025

2026

2025

Operating revenues:

External customers

$ 294,571

$ 254,145

$ 542,962

$ 475,417

Related parties

720

1,401

1,341

2,417

Total operating revenues

295,291

255,546

544,303

477,834

Cost of sales

(185,257 )

(141,211 )

(338,435 )

(265,974 )

Gross profit

110,034

114,335

205,868

211,860

Operating expenses:

Selling expense

(45,081 )

(29,730 )

(67,981 )

(53,347 )

General and administrative expense

(28,409 )

(23,405 )

(56,402 )

(42,260 )

Total operating expenses

(73,490 )

(53,135 )

(124,383 )

(95,607 )

Other Operating income

4,280

Operating income

36,544

61,204

81,485

120,533

Non-operating income, net

644

588

1,500

1,604

Equity method (loss) income

(231 )

942

(129 )

2,286

Foreign currency transactions gains

5,213

847

6,130

338

Interest expense, net and deferred cost of financing

(3,520 )

(1,350 )

(6,543 )

(2,681 )

Income before taxes

38,650

62,231

82,443

122,080

Income tax provision

(14,095 )

(18,148 )

(25,997 )

(35,808 )

Net income

$ 24,555

44,083

56,446

$ 86,272

Basic income per share

$ 0.55

0.94

1.27

$ 1.84

Diluted income per share

$ 0.55

0.94

1.27

$ 1.84

Basic weighted average common shares outstanding

44,364,801

46,988,155

44,497,265

46,989,650

Diluted weighted average common shares outstanding

44,364,801

46,988,155

44,497,265

46,989,650

Other comprehensive income:

Foreign currency translation adjustments

35,693

13,260

48,905

32,836

Change in fair value of investments available for sale and derivative contracts

(50 )

785

142

148

Other comprehensive income

35,643

14,045

49,047

32,984

Total Comprehensive income

$ 60,198

$ 58,128

$ 105,493

$ 119,256

Tecnoglass

Holdings Inc. and Subsidiaries

Consolidated

Statements of Cash Flows

(In

thousands) / (Unaudited)

Six months ended June 30,

2026

2025

CASH FLOWS FROM OPERATING ACTIVITIES

Net income

$ 56,446

86,272

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

Allowance for credit losses

1,322

987

Depreciation and amortization

21,367

16,479

Deferred income taxes

5,009

2,002

Equity method income

129

(2,286 )

Loss (gain) on disposal of assets

487

(4,254 )

Deferred cost of financing

307

556

Realized gain on derivative instruments

1,181

Unrealized currency translation gains

(15,956 )

(8,718 )

Other non-cash adjustments

391

Changes in operating assets and liabilities:

Trade accounts receivable

(32,334 )

(20,376 )

Inventories

(35,818 )

(23,996 )

Prepaid expenses

(2,691 )

(2,529 )

Other assets

19,953

(3,248 )

Trade accounts payable and accrued expenses

31,340

21,802

Taxes payable

(39,160 )

(18,513 )

Labor liabilities

(1,810 )

Other liabilities

178

Contract assets and liabilities

3,668

21,387

Related parties

(2,533 )

(1,298 )

CASH PROVIDED BY OPERATING ACTIVITIES

$ 11,116

64,760

CASH FLOWS FROM INVESTING ACTIVITIES

Dividends received

2,257

8,914

Business acquisition

(6,841 )

Purchase of investments

(600 )

(73 )

Sale of property and equipment

12,312

Acquisition of property and equipment

(52,662 )

(62,939 )

CASH USED IN INVESTING ACTIVITIES

$ (51,005 )

(48,627 )

CASH FLOWS FROM FINANCING ACTIVITIES

Cash dividend

(13,364 )

(14,095 )

Share repurchases

(16,466 )

(339 )

Proceeds from debt

63,810

3,613

Repayments of debt

(15,731 )

(4,103 )

CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES

$ 18,249

(14,924 )

Effect of exchange rate changes on cash and cash equivalents

$ 1,553

1,816

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

(20,087 )

3,025

CASH AND CASH EQUIVALENTS - Beginning of period

100,901

134,882

CASH AND CASH EQUIVALENTS - End of period

$ 80,814

137,907

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during the period for:

Interest

$ 4,698

$ 3,343

Income Tax

$ 51,609

$ 47,360

NON-CASH INVESTING AND FINANCING ACTIVITIES:

Assets acquired under credit or debt

$ 9,778

$ 7,663

Account payable for business acquisition

$ -

$ 3,588

Revenues

by Region

(Amounts

in thousands)

(Unaudited)

Three

months ended

Six months

ended

June

30,

June 30,

2026

2025

Change

2026

2025

Change

Revenues

by Region

United

States

286,242

242,347

18.1 %

523,382

454,801

15.1 %

Colombia

6,154

6,621

-7.1 %

13,673

13,035

4.9 %

Other Countries

2,895

6,578

-55.9 %

7,248

9,998

-27.5 %

Total

Revenues by Region

295,291

255,546

15.6 %

544,303

477,834

13.9 %

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

Six months

ended

June

30,

June 30,

2026

2025

Change

2026

2025

Change

Total

Revenues with Foreign Currency Held Neutral

294,431

255,546

15.2 %

542,541

477,834

13.5 %

Impact of

changes in foreign currency

860

n.a

1,762

n.a

Total

Revenues, As Reported

295,291

255,546

15.6 %

544,303

477,834

13.9 %

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

Six months ended

June 30,

2026

2025

2026

2025

Net income

24,555

44,083

56,446

86,272

Foreign currency transactions losses (gains)

(5,213 )

(847 )

(6,130 )

(338 )

Provision for bad debt

234

772

1,322

987

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

3,753

6,660

7,233

7,297

Derivative financial instruments

(64 )

279

Joint Venture VA (Saint Gobain) adjustments

162

(89 )

(142 )

Tax impact of adjustments at statutory rate

338

(2,079 )

(834 )

(2,498 )

Adjusted net income

23,765

48,500

58,391

91,578

Basic income per share

0.55

0.94

1.27

1.84

Diluted income per share

0.55

0.94

1.27

1.84

Diluted Adjusted net income per share

0.54

1.03

1.31

1.95

Basic weighted average common shares outstanding in thousands

44,365

46,988

44,497

46,990

Diluted Weighted Average Common Shares Outstanding in thousands

44,365

46,988

44,497

46,990

Three

months ended

Six

months ended

June

30,

June

30,

2026

2025

2026

2025

Net

income

24,555

44,083

56,446

86,272

Interest

expense and deferred cost of financing

3,584

1,350

6,264

2,681

Income

tax provision

14,095

18,148

25,997

35,808

Depreciation

& amortization

10,689

9,145

21,367

16,479

Foreign

currency transactions losses (gains)

(5,213 )

(847 )

(6,130 )

(338 )

Provision

for bad debt

234

772

1,322

987

Non-Recurring

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

3,753

6,660

7,233

7,297

Derivative

financial instruments

(64 )

279

Joint

Venture VA (Saint Gobain) EBITDA adjustments

468

497

789

ADJUSTED

EBITDA

51,726

79,779

113,275

149,975

GRAPHIC

Filename: ex99-1_001.jpg · Sequence: 3

Binary file (2114 bytes)

Download ex99-1_001.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.1

Cover

Aug. 06, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Aug. 06, 2026

Entity File Number

001-35436

Entity Registrant Name

TECNOGLASS

HOLDINGS INC.

Entity Central Index Key

0001534675

Entity Tax Identification Number

98-1271120

Entity Incorporation, State or Country Code

Entity Address, Address Line One

3550

NW 49th Street

Entity Address, City or Town

Miami

Entity Address, State or Province

Entity Address, Postal Zip Code

33142

City Area Code

(57)(5)

Local Phone Number

3734000

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Ordinary

Trading Symbol

TGLS

Security Exchange Name

NYSE

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration