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What changed in Tecnoglass Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Tecnoglass Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+221 added−199 removedSource: 10-K (2026-03-02) vs 10-K (2025-02-28)

Top changes in Tecnoglass Inc.'s 2025 10-K

221 paragraphs added · 199 removed · 149 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

67 edited+19 added−16 removed58 unchanged
Biggest changeIn addition, during 2023, we made investments in our newly installed vinyl assembling lines to manufacture and distribute cutting-edge vinyl windows for new and existing customers starting in November 2023. During 2024 we completed the second phase of expanding our architectural metal facade plant, which specializes in engineering, designing, and manufacturing tailor-made façade.
Biggest changeDuring 2024 and 2025, we completed the second phase of expanding our architectural metal facade plant, which specializes in engineering, designing, and manufacturing tailor-made façade; and automated another centralized aluminum warehouse for storing, sorting and delivering extrusion matrices and aluminum profiles to our internal production processes that reduce lead times for the assembly of architectural systems and reduce on-site damage to materials.
These programs increase the skills of our employees and are designed to allow our employees to keep pace with the new technologies being installed at our manufacturing facilities. We are committed to developing our employees and remaining at the forefront of technology in our industry.
These programs increase the skills of our employees and are designed to allow our employees to keep pace with the new technologies being installed at our manufacturing facilities. We are committed to developing our employees and remaining at the forefront of technology in our industry.
Tecnoglass’s tailored, high-end products are found on some of the world’s most distinctive properties, including the Aston Martin Residences (Miami), Miami World Tower (Miami), 3ELEVEN (New York), Raffles Hotel (Boston), Norwegian Cruise Line Terminal B (Miami), One Thousand Museum (Miami), Paramount Miami Worldcenter (Miami), Salesforce Tower (San Francisco) and AE’O Tower (Honolulu). 5 Our Business General We are experienced and highly skilled in the vertical integration of architectural glass manufacturing, distribution, and professional fitting.
Tecnoglass’s tailored, high-end products are found on some of the world’s most distinctive properties, including the Aston Martin Residences (Miami), Miami World Tower (Miami), 3ELEVEN (New York), Raffles Hotel (Boston), Norwegian Cruise Line Terminal B (Miami), One Thousand Museum (Miami), Paramount Miami Worldcenter (Miami), Salesforce Tower (San Francisco) and AE’O Tower (Honolulu). 5 Our Business General We are experienced and highly skilled in the vertical integration of window and architectural glass manufacturing, distribution, and professional fitting.
We have focused on working with The Power of Quality , always making sure that our vision of sustainability is immersed into every aspect of our business, including social, environmental, economic and governance variables (“ESG”), that help us make decisions and create value for our stakeholders.
We have focused on working with The Power of Quality , always making sure that our vision of sustainability is immersed into every aspect of our business, including social, environmental, economic and governance variables, that help us make decisions and create value for our stakeholders.
Tecnoglass earned the #1 spot on Forbe’s list of America’s 100 most successful small-cap companies for 2024, and was ranked among the four largest glass fabricators in 2024 by Glass Magazine.
Tecnoglass earned the #1 spot on Forbe’s list of America’s 100 most successful small-cap companies for 2024, and was ranked among the four largest glass fabricators in 2025 by Glass Magazine.
Our success in Florida has primarily been achieved through sustained organic growth, with further penetration taking place into other highly populated areas of the United States.
Our success in Florida has primarily been achieved through sustained organic growth, with further penetration now taking place into other highly populated areas of the United States.
TG and ES are corporations formed under the laws of Colombia and founded in 1994 and 1983, respectively, by José M. Daes, our Chief Executive Officer, and Christian T.
TG and ES are corporations formed under the laws of Colombia and founded in 1994 and 1983, respectively, by José M. Daes, our Chief Executive Officer, and Christian T. Daes, our Chief Operating Officer.
We do not intend for information contained in any of our websites, including the Investor Relations pages, to be a part of this Form 10-K.
We do not intend for information contained in any of our websites, including the Investor Relations pages, to be a part of this Form 10-K. 16
In line with the geographic penetration strategy, we have started expanding our presence to other markets by opening product showrooms in other states. As of the date of this Annual Report, showrooms in New York City, Charleston, SC, Houston, TX, and Bonita Springs, FL, have been opened to service its respective regions.
In line with the geographic penetration strategy, we have started expanding our presence to other markets by opening product showrooms in other states. As of the date of this Annual Report, showrooms in New York City, Charleston, SC, Houston, TX, Bonita Springs, FL and Phoenix, AZ, have been opened to service its respective regions.
Occupational Health and Safety management System ● Exporter Authorized Economic Operator (AEO). ● NTC 1578:2011: Product seal for safety glass used in construction, approved by ICONTEC. ● NTC 2409:1994: Product seal for extruded aluminum alloy profiles, approved by ICONTEC. ● ANSI Z97.1-2015, CPSC 16 CFR 1201, CAN/CGSB 12.1-2017: Laminated and tempered safety glass, approved by Safety Glazing Certification Council “SGCC”. ● ASTM E2190: Insulating glass meeting all guidelines and requirements for IGCC® / IGMA® certification approved by the Insulating Glass Certification Council and the Insulating Glass Manufactures Alliance “IGCC”. ● Vitro Certified International Manufacturer Trademark license granted by Vitro for pre-selected projects and to produce certain MSVD coated products at the Solartec plant. ● Good handling of SentryGlas, Butacite and Trosifol products awarded by Kuraray for compliance with all requirements. ● Member of ACOLVISE (Colombia Association of Safety Glass Transformers) ES certifications include: ● ISO 9001:2015 Certificate of Quality Assurance ● ISO 14001:2015 Certificate of Environmental Management ● ISO 45001:2018.
Occupational Health and Safety management System ● Exporter Authorized Economic Operator (AEO). ● NTC 1578:2011: Product seal for safety glass used in construction, approved by ICONTEC. ● NTC 2409:1994: Product seal for extruded aluminum alloy profiles, approved by ICONTEC. ● ANSI Z97.1-2015, CPSC 16 CFR 1201, CAN/CGSB 12.1-2017: Laminated and tempered safety glass, approved by Safety Glazing Certification Council “SGCC”. ● ASTM E2190: Insulating glass meeting all guidelines and requirements for IGCC® / IGMA® certification approved by the Insulating Glass Certification Council and the Insulating Glass Manufactures Alliance “IGCC”. ● Vitro Certified International Manufacturer Trademark license granted by Vitro for pre-selected projects and to produce certain MSVD coated products at the Solartec plant. ● Good handling of SentryGlas, Butacite and Trosifol products awarded by Kuraray for compliance with all requirements. ● Certified Authorization for Saflex™ Interlayer Lamination in Compliance with Dade County Requirements ● Member of ACOLVISE (Colombia Association of Safety Glass Transformers) ES certifications include: ● ISO 9001:2015 Certificate of Quality Assurance ● ISO 14001:2015 Certificate of Environmental Management ● ISO 45001:2018.
Most notably, for certain products, we offer Kuraray Sentryglass®. These laminated glass interlayers are five times stronger than conventional laminating materials. Superior Customer Service In addition to manufacturing high quality products at competitive prices, our customer value proposition is supplemented by short lead-times, on-time delivery and after-sale support.
Most notably, for certain products, we offer Kuraray Sentryglass®. These laminated glass interlayers are five times stronger than conventional laminating materials. Superior Customer Service In addition to manufacturing high quality products at competitive prices, our customer value proposition to Imagine the Extraordinary is supplemented by short lead-times, on-time delivery and after-sale support.
Occupational Health and Safety management System ● Exporter and Importer Authorized Economic Operator (AEO) ● CAP (Certified applicator program) PPG Industries certifies the highest level of coating application. ● Complies with NFRC (National Fenestration Rating Council) Energy Efficient Products ● Complies with NOA (Notice of Acceptance) Fenestration products for all areas of Florida, including hurricane zones. ● Complies with FBC (Florida Building Code) Hurricane protection products ● CAP (Certified applicator program) PPG Industries certifies the highest level of coating application ● Member of the American Architectural Manufacturers Association (AAMA) ESW certifications include: Complies with minimum security criteria for U.S.
Occupational Health and Safety management System ● Exporter and Importer Authorized Economic Operator (AEO) ● CAP (Certified applicator program) PPG Industries certifies the highest level of coating application. ● Complies with NFRC (National Fenestration Rating Council) Energy Efficient Products ● Complies with NOA (Notice of Acceptance) Fenestration products for all areas of Florida, including hurricane zones. ● Complies with FBC (Florida Building Code) Hurricane protection products ● CAP (Certified applicator program) PPG Industries certifies the highest level of coating application ● Member of the American Architectural Manufacturers Association (AAMA) ● Member of the Colombian Council for Sustainable Construction (CCCS) ESW certifications include: Complies with minimum security criteria for U.S.
The cost associated with product warranties was $2.6 million and $1.9 million during the years ended December 31, 2024 and 2023, respectively. Certifications Among our many designations and certifications, Tecnoglass has earned the Miami-Dade County Notice of Acceptance (“NOA”), one of the most demanding certificates in the industry and a requirement to market hurricane-resistant glass in Florida.
The cost associated with product warranties was $1.4 million and $2.6 million during the years ended December 31, 2025 and 2024, respectively. Certifications Among our many designations and certifications, Tecnoglass has earned the Miami-Dade County Notice of Acceptance (“NOA”), one of the most demanding certificates in the industry and a requirement to market hurricane-resistant glass in Florida.
The Company incurs costs related to the development of new products and pays for external tests that need to be performed on our products in order to comply with strict building codes. Human Capital As of December 31, 2024, we had a total of 9,837 employees, none of whom is represented by a union.
The Company incurs costs related to the development of new products and pays for external tests that need to be performed on our products in order to comply with strict building codes. Human Capital As of December 31, 2025, we had a total of 9,601 employees, none of whom is represented by a union.
In recent years, we have successfully grown our geographic presence in the United States outside of Florida, particularly into markets along the east coast, and as a result, nearly 16% of our U.S. backlog is for projects outside of Florida.
In recent years, we have successfully grown our geographic presence in the United States outside of Florida, particularly into markets along the east coast, and as a result, nearly 13.1% of our U.S. backlog is for projects outside of Florida.
Although our business and facilities are subject to federal, state and local environmental regulation, environmental regulation does not have a material impact on our operations. Research and Development During the years ended December 31, 2024, 2023 and 2022, we spent approximately $2.1 million, $0.9 million, and $0.6 million, respectively, in research and development.
Although our business and facilities are subject to federal, state and local environmental regulation, environmental regulation does not have a material impact on our operations. Research and Development During the years ended December 31, 2025, 2024 and 2023, we spent approximately $3.1 million, $2.1 million, and $0.9 million, respectively, in research and development.
The Company considers itself an equal opportunity employer and has constantly sought to seek the best talent irrespective of gender or ethnicity. While the jobs associated to the core manufacturing operations are predominantly filled by males, our sales and administrative staff is comprised of approximately 32% females and 68% males.
The Company considers itself an equal opportunity employer and has constantly sought to seek the best talent irrespective of gender or ethnicity. While the jobs associated to the core manufacturing operations are predominantly filled by males, our sales and administrative staff is comprised of approximately 38% females and 62% males.
Since 2022, we have invested nearly $260 million in the latest technologies to enhance the efficiency and accuracy of our production lines, and ultimately to improve the quality of the products that we deliver to our customers. We believe these significant investments position us to meet our growth objectives over the next several years.
Since 2023, we have invested nearly $230 million in the latest technologies to enhance the efficiency and accuracy of our production lines, and ultimately to improve the quality of the products that we deliver to our customers. We believe these significant investments position us to meet our growth objectives over the next several years.
In addition to glass, we manufacture aluminum and vinyl products such as profiles, rods, bars, plates, and other hardware specifically designed for window manufacturing. Our products are manufactured in a 5.8 million square foot, state-of-the-art manufacturing complex in Barranquilla, Colombia that provides easy access to North, Central and South America, the Caribbean and the Pacific.
In addition to glass, we manufacture aluminum and vinyl products such as profiles, rods, bars, plates, and other hardware specifically designed for window manufacturing. The majority of our products are manufactured in a 6.1 million square foot, state-of-the-art manufacturing complex in Barranquilla, Colombia that provides easy access to North, Central and South America, the Caribbean and the Pacific.
Of our 100 largest customers, which represent over 72% of our sales during the twelve months ended December 31, 2024, approximately 98% are located in North America and 2% in Latin America. No single customer accounted for more than 10% of our revenues during the years ended December 31, 2024, and 2023.
Of our 100 largest customers, which represent over 81% of our sales during the twelve months ended December 31, 2025, approximately 98% are located in North America and 2% in Latin America. No single customer accounted for more than 10% of our revenues during the years ended December 31, 2025, and 2024.
During 2024, we delivered more than 107 housing improvements. These and other initiatives have allowed us to maintain a strong relationship with the communities and our employees. We continuously strive to make a difference for our people, contributing to building a better future for the region and our country.
During 2025, we delivered more than 110 housing improvements. These and other initiatives have allowed us to maintain a strong relationship with the communities and our employees. We continuously strive to make a difference for our people, contributing to building a better future for the region and our country.
During the year ended December 31, 2023, two suppliers accounted for more than 10% of total raw material purchases, and in aggregate both account for 22.1% of total raw material purchases. Warranties We offer product warranties, which we believe are competitive for the markets in which our products are sold.
During the year ended December 31, 2024, two suppliers accounted for more than 10% of total raw material purchases, and in aggregate both account for 25.1% of total raw material purchases. Warranties We offer product warranties, which we believe are competitive for the markets in which our products are sold.
As we explore growth opportunities in new U.S. markets, we intend to leverage the strong reputation we have developed with national commercial construction contractors, architects, and designers for providing high quality products at the most competitive prices. 10 In late 2023, we entered into the vinyl window market, expanding our product portfolio to more than double our addressable market, and offering customers a wider selection of solutions to meet their project needs.
As we explore growth opportunities in new U.S. markets, we intend to leverage the strong reputation we have developed with national commercial construction contractors, architects, and designers for providing high quality products at the most competitive prices. 10 In late 2023, we strategically entered into the vinyl window market, a move that we estimate to more than double our addressable market, while offering customers a wider selection of solutions to meet their project needs.
These investments have also contributed to workplace safety, with our Lost Time Injury Frequency Rate (LTIFR), which measures the number of lost-time injuries per million hours worked during the financial year, of 2.3% which is substantially lower than the average for manufacturing companies in Colombia which stood at approximately 9.1% for 2024.
These investments have also contributed to workplace safety, with our Lost Time Injury Frequency Rate (LTIFR), which measures the number of lost-time injuries per million hours worked during the financial year, of 2.0% which is substantially lower than the average for manufacturing companies in Colombia which stood at approximately 8.3% for 2025.
These investments have also helped us manage workplace injuries, with a Lost Time Injury Frequency Rate of 2.3%, which is considerably lower than the average rate of approximately 9.1% for glass and metal manufacturing companies in Colombia for 2024. We have remained union-free since ES’s incorporation in 1983.
These investments have also helped us manage workplace injuries, with a Lost Time Injury Frequency Rate of 2.0%, which is considerably lower than the average rate of approximately 8.3% for glass and metal manufacturing companies in Colombia for 2025. We have remained union-free since ES’s incorporation in 1983.
Item 1. Business. Overview Tecnoglass is a leading vertically integrated manufacturer, supplier and installer of architectural glass, windows, and associated aluminum and vinyl products for the global commercial and residential construction markets.
Item 1. Business. Overview Tecnoglass is a leading vertically integrated manufacturer, supplier and installer of high-end aluminum and vinyl windows and architectural glass for the global commercial and residential construction markets.
We had a significant demand in the U.S. residential market, representing 41.9% of our total sales for the year ended December 31, 2024, compared to less than 5% for the year ended December 31, 2017, and 40.3% for the year ended December 31, 2023.
We had a significant demand in the U.S. residential market, representing 41.0% of our total sales for the year ended December 31, 2025, compared to less than 5% for the year ended December 31, 2017, and 41.9% for the year ended December 31, 2024.
Our products have become widely regarded in Florida for their quality and are certified in compliance with all U.S. regulations. Given advantageous secular and demographic trends, sales in Florida comprised 89% of United States revenue in the year ended December 31, 2024.
Our products have become widely regarded in Florida for their quality and are certified in compliance with all U.S. regulations. Given advantageous secular and demographic trends, sales in Florida comprised more than 90% of United States revenue in the year ended December 31, 2025.
We intend to capitalize on our existing distribution base for our aluminum products to obtain significant synergies given the significant number of dealers and distributors that already sell both aluminum and vinyl windows. Additionally, we expect to benefit from a wider product offering in markets where vinyl frames and windows are more prevalent than aluminum ones.
We are capitalizing on our existing distribution base for our aluminum products, achieving significant synergies given the significant number of dealers and distributors that already sell both aluminum and vinyl windows. Additionally, we expect to benefit from a wider product offering in markets where vinyl frames and windows are more prevalent.
Additionally, showrooms in Phoenix, AZ and Los Angeles, CA are in the lease negotiating stages and we expect such showrooms to open in 2025. Continued Investment in Technology to Meet Evolving Demands We have a track record of developing innovative new products, and we intend to continue our focus on new product opportunities in the future.
Additionally, showrooms in Los Angeles, CA and Honolulu, HI are in the lease negotiating stages and we expect such showrooms to open in late 2026. Continued Investment in Technology to Meet Evolving Demands We have a track record of developing innovative new products, and we intend to continue our focus on new product opportunities in the future.
We believe we are able to offer competitive prices, in part, as a result of our low labor and energy costs relative to those in the United States while maintaining efficient transportation costs into the markets we serve.
We believe we are able to offer competitive prices, in part, as a result of our low labor and energy costswhile maintaining efficient transportation costs into the markets we serve.
As of December 31, 2023, we had a total of 8,531 employees. We actively encourage and facilitate the development of our employees through rolling training programs, with multiple training sessions held on a weekly basis.
As of December 31, 2024, we had a total of 9,837 employees. We actively encourage and facilitate the development of our employees through rolling training programs, with multiple training sessions held on a weekly basis.
Recent examples of our high return investments within the last three years include: ● Further automation of window assembly production lines, increasing efficiencies, labor and material waste costs with an estimated reduction of on-site damage by 30%; ● Additional aluminum expansion project to increase capacity by approximately 400 tons/month; ● Further automation of additional glass lines, increasing efficiencies on an end-to-end basis reducing lead times, headcount and on-site damage by approximately 40%; ● Upgrading vacuum magnetron sputter coating machinery which will allow us to coat glass before tempering; ● Automation of two centralized aluminum warehouses for storing, sorting and delivering extrusion matrices and aluminum profiles to our internal production processes that reduce lead times for the assembly of architectural systems and reduce on-site damage to materials; ● Acquiring 1.5 million square feet of land adjacent to our existing facilities for future expansion and for our sport facility complex available to factory employees; ● Establishing new vinyl window assembly lines with annualized capacity of approximately $300 million; and ● Entering the second phase of expanding our architectural metal facade plant, which specializes in engineering, designing, and manufacturing tailor-made facades.
Recent examples of our high return investments within the last three years include: ● Automation of window assembly production lines, increasing efficiencies, labor and material waste costs with an estimated reduction of on-site damage by 30%; ● Additional aluminum expansion project to increase capacity by approximately 400 tons/month; ● Further automation of additional glass lines, increasing efficiencies on an end-to-end basis reducing lead times, headcount and on-site damage by approximately 40%; ● Automation of three centralized aluminum warehouses for storing, sorting and delivering extrusion matrices and aluminum profiles to our internal production processes that reduce lead times for the assembly of architectural systems and reduce on-site damage to materials; plus one additional warehouse under construction; ● Acquiring 2.1 million square feet of land adjacent to our existing facilities for future expansion and for our sport facility complex available to factory employees; ● Establishing new vinyl window assembly lines with annualized capacity of approximately $300 million; and ● Completed expansion of our architectural metal facade plant, which specializes in engineering, designing, and manufacturing tailor-made facades.
We believe that the quality of our products, coupled with our ability to price competitively given our structural advantages on cost, and our efficient lead times given our vertically integrated model, will allow us to generate further growth in the future.
We believe that the quality of our products, coupled with our ability to price competitively given our structural advantages on cost, will allow us to generate further growth in the future.
During the year ended December 31, 2024, two suppliers accounted for more than 10% of total raw material purchases, and in aggregate both account for 25.1% of total raw material purchases.
During the year ended December 31, 2025, two suppliers accounted for more than 10% of total raw material purchases, and in aggregate both account for 37.3% of total raw material purchases.
In addition, we believe we are the leading glass transformation company in Colombia. Our customers, which include developers, general contractors or installers for hotels, office buildings, shopping centers, airports, universities, hospitals and multi-family and residential buildings, look to us as a value-added partner based on our product development capabilities, our high-quality products and our unwavering commitment to exceptional service.
Our customers, which include developers, general contractors or installers for hotels, office buildings, shopping centers, airports, universities, hospitals and multi-family and residential buildings, look to us as a value-added partner based on our product development capabilities, our high-quality products and our unwavering commitment to exceptional service.
Daes, our Chief Operating Officer. 16 Additional Information About the Company We maintain websites for our subsidiaries, TG, ES Windows, GM&P and ES Metals, which can be found at https://www.tecnoglass.com/es/, https://eswindows.com , https://wwwgmpglazing.com , https://es-metals.com , respectively.
Additional Information About the Company We maintain websites for our subsidiaries, TG, ESW, GM&P, Componenti, and ES Metals, which can be found at https://www.tecnoglass.com/es/, https://eswindows.com, https://wwwgmpglazing.com, https://componenti.com/es/, https://es-metals.com , respectively.
Working Capital Requirements and Debt Facilities During the year ended December 31, 2024, we generated $170.5 million of cash from operating activities.
Working Capital Requirements and Debt Facilities During the year ended December 31, 2025, we generated $135.7 million of cash from operating activities.
Our offerings include tempered safety glass, double thermo-acoustic glass, and laminated glass. Our wide range of finished glass products are utilized in diverse buildings for floating facades, curtain walls, windows, doors, handrails, as well as interior and bathroom spatial dividers.
With over 40 years of experience in architectural glass and aluminum assembly, we specialize in transforming various glass products. Our offerings include tempered safety glass, double thermo-acoustic glass, and laminated glass. Our wide range of finished glass products are utilized in diverse buildings for floating facades, curtain walls, windows, doors, handrails, as well as interior and bathroom spatial dividers.
In addition, for short lead-time projects, our products can be transported by air from Barranquilla to Houston or Miami within a few hours.
From there, our products can be shipped to Miami in three days and New York in one week. In addition, for short lead-time projects, our products can be transported by air from Barranquilla to Houston or Miami within a few hours.
We have received significant interest for the new products within these categories to date and positive reactions from our customers. Currently, residential sales represent a considerable portion of our total sales, and we believe we will continue growing into this end market in the U.S through share gains, new products and a commitment to execution.
Currently, residential sales represent a considerable portion of our total sales, and we believe we will continue growing into this end market in the U.S through share gains, new products and a commitment to execution.
In addition to our vertically integrated business model, we benefit from structural cost advantages in manufacturing and distribution due to our geographic location. Alongside these structural advantages, we are committed to quality, product innovation and customer service.
We are able to competitively price our products, while still achieving strong margins, due to a number of unique cost advantages. In addition to our vertically integrated business model, we benefit from structural cost advantages in manufacturing and distribution due to our geographic location. Alongside these structural advantages, we are committed to quality, product innovation and customer service.
Our registered trademarks include The Power of Quality, Energia Solar, ES, ES Imagine Extraordinary, Tecnoglass, Alutions, Eswindows, Tecnobend, Tecnoair, Tecnosmart, ECOMAX by ESWINDOWS, ESWINDOWS Interiors, ESW Windows and Walls, Solartec by Tecnoglass, Prestige by ESWINDOWS, Eli by ESWINDOWS, Alessia by ESWINDOWS, Elite Line by ESWindows, ULTRAVIEW by Tecnoglass, and MULTIMAX by ESWIDOWS.
Our registered trademarks in Colombia and United States include Energia Solar S.A, ES, ES Imagine Extraordinary, Tecnoglass, Alutions, Eswindows, Tecnobend, Tecnoair, Tecnosmart, ECOMAX by ESWINDOWS, ESWINDOWS Interiors, ESW Windows and Walls, Solartec by Tecnoglass, Solar Windows, Prestige by ESWINDOWS, Eli by ESWINDOWS, Alessia by ESWINDOWS, Elite Line by ESWindows, ULTRAVIEW by Tecnoglass, MULTIMAX by ESWIDOWS, Componenti, ES Metals, and E-skin, among others.
Our integrated facilities in Colombia and distribution and services operations in Florida provide us with a significant cost advantage in both manufacturing and distribution, and we continue to invest in these operations to expand our operational capabilities.
Our integrated facilities in Colombia and distribution and services operations in Florida provide us with a significant cost advantage in both manufacturing and distribution, and we continue to invest in these operations to expand our operational capabilities. We also leverage automation and process digitalization across our operations to improve throughput, consistency and scalability, supporting cost efficiency and service reliability.
The continued diversification of the group’s presence and product portfolio is a core component of our strategy. In particular, we are actively seeking to expand our presence in United States outside of Florida.
The continued diversification of the group’s presence and product portfolio is a core component of our strategy. In particular, we are actively seeking to expand our presence in United States outside of Florida. We also launched a residential window offering which, we believe, will help us expand our presence in the United States and generate additional organic growth.
Our products can be found on some of the most distinctive buildings in these regions, including the Aston Martin Residences (Miami), Miami World Tower (Miami), 3ELEVEN (New York), Raffles Hotel (Boston), Norwegian Cruise Line Terminal B (Miami), One Thousand Museum (Miami), Paramount Miami Worldcenter (Miami), Salesforce Tower (San Francisco) and AE’O Tower (Honolulu).
Our products can be found on some of the most distinctive buildings in these regions, including 100 Hood Park Drive (Boston), 601 West 29 th St (New York). Norwegian Cruise Line Terminal B (Miami), Paramount Miami Worldcenter (Miami), Via 57 West (New York), One65 Main (Cambridge), AE’O Tower (Honolulu), Salesforce Tower (San Francisco), and One Thousand Museum (Miami).
In 2024, our scholarship program allowed over 530 students to pursue higher education at Colombian universities. We support local educational entities and organizations pursuing societal change and community enhancement. Our multiple programs also include collaboration with partners to promote sports and encourage healthy lifestyles among the youth.
In 2025, our scholarship program allowed over 500 students in their pursuit of higher education across different universities in Colombia. We actively partner with local educational institutions and organizations to foster societal change and community enhancement. Our multiple programs also include collaboration with partners to promote sports and encourage healthy lifestyles among the youth.
Approximately 5% of our production is randomly selected to verify compliance with a variety of quality standards, such as water leaks, functionality, manufacturing, and accessories, according to ASTM International (“ASTM”) and American Architectural Manufacturers Association (“AAMA”) rules. These measures allow us to effectively detect issues and take specific actions to mitigate their reoccurrence.
Constant monitoring of these indicators is integral to ensuring that we consistently produce high quality products. Approximately 5% of our production is randomly selected to verify compliance with a variety of quality standards, such as water leaks, functionality, manufacturing, and accessories, according to ASTM International (“ASTM”) and American Architectural Manufacturers Association (“AAMA”) rules.
This investment has allowed us to reduce energy costs, while also having a positive tax effect due to our ability to deduct the investment from our taxable income in compliance with applicable Colombian tax regulations. To date, more than 15,000 solar panels have been installed on the roofs of Colombian manufacturing plants to generate reliable and clean energy.
Since 2017, we have the capacity to generate approximately five megawatts of eco-friendly energy on-site at our manufacturing facilities through solar panels. This investment has allowed us to reduce energy costs, while also having a positive tax effect due to our ability to deduct the investment from our taxable income in compliance with applicable Colombian tax regulations.
We improved efficiency in our glass production during 2023 and 2024 by further automating certain key manufacturing processes to increase capacity, while reducing material waste and overall lead times.
We improved efficiency in our glass production during 2024 and 2025 by further automating certain key manufacturing processes to increase capacity, while reducing material waste and overall lead times. In 2023, we made investments in our newly installed vinyl assembling lines to manufacture and distribute cutting-edge vinyl windows for new and existing customers starting in November 2023.
As we grow and our use of technology evolves, our Quality Assurance team must also evolve its tests, controls and remedies.
These measures allow us to effectively detect issues and take specific actions to mitigate their reoccurrence. As we grow and our use of technology evolves, our Quality Assurance team must also evolve its tests, controls and remedies.
We expect to continue funding these capital investments mainly with cash on hand. Rigorous Adherence to Quality Standards Maintaining the high-quality standards for which we have become known is essential to the execution of our strategy. All of our internal processes are continually and independently supervised by Tecnoglass’s Quality Assurance department.
Rigorous Adherence to Quality Standards Maintaining the high-quality standards for which we have become known is essential to the execution of our strategy. All of our internal processes are continually and independently supervised by Tecnoglass’s Quality Assurance department. The Quality Assurance department maintains rigorous oversight of optimization indicators covering energy, water, recyclable waste and other facets of the production process.
Employees at our manufacturing facilities in Colombia earn above the local minimum wage, yet these wages are typically much less than the cost of a comparable employee located within the United States. In 2018, we completed a solar panel project with the capacity to generate approximately five megawatts of eco-friendly energy on-site at our manufacturing facilities.
Employees at our manufacturing facilities in Colombia earn above the local minimum wage, yet these wages are typically much less than the cost of a comparable employee located within the United States. Over time, we may add manufacturing capacity in other locations, and intend to manage our footprint to preserve competitive economics and reliable service.
As part of our strategy to become a fully vertically integrated company, we have supplemented our organic growth with some acquisitions that have afforded us incremental control over our supply chain while maintaining efficient lead times.
As part of our strategy to become a fully vertically integrated company, we have supplemented our organic growth with some acquisitions that have allowed us added control over our supply chain allowed for further vertical integration of our business and will act as a platform for our future expansion in the United States.
These ports provide us with maritime access to all major global markets. The Barranquilla port is just 16 kilometers away from our production facility. From there, our products can be shipped to Miami in three days and New York in one week.
Low-Cost Distribution Our principal manufacturing facility is located in Barranquilla, Colombia, which is strategically located near three of the country’s major ports: Barranquilla, Cartagena and Santa Marta. These ports provide us with maritime access to all major global markets. The Barranquilla port is just 16 kilometers away from our production facility.
With a focus on innovation, combined with providing highly specified products with the highest quality standards at competitive prices, we have developed a leadership position in each of our core markets. In the United States, which is our largest market, we were ranked among the four largest glass fabricators serving the United States in 2024 by Glass Magazine.
With a focus on innovation, combined with providing highly specified products with the highest quality standards at competitive prices, we have earned #1 spot in the Forbe’s list of America’s 100 most successful small-cap companies for 2024, and developed a leadership position in each of our core markets.
In 2021, in pursuit of our cooperation with the attainment of the Sustainable Development Goals (“SDGs”) created by the United Nations, we joined a program to dynamize, strengthen and make visible the reduction of greenhouse gas emissions set out by the Colombian government by 51% in 2030 and to reach carbon neutrality by 2050.
As part of this strategy, we have voluntarily adhered to UN Global Compact Principles since 2017 and in pursuit of our cooperation with the attainment of the SDGs joined in 2021 a program to dynamize, strengthen and make visible the management of greenhouse gas emissions as a carbon neutral strategy set out by the Colombian government for 2050.
We are actively expanding our sales presence in these costal markets and have already successfully completed several projects in large U.S. markets such as New York, Boston, Washington D.C. and Baltimore as well as cities along the U.S. Gulf Coast, such as Houston. We intend to continue growing the business organically outside of Florida.
We are actively expanding our sales presence in these costal markets and have already successfully completed several projects in large U.S. markets in the East Coast, Texas and the South West, where we have expanded our sales force and entered into leases for several showrooms designed to showcase or products throughout these geographies We intend to continue growing the business organically outside of Florida.
Residential Market In addition to increasing our penetration in the U.S., we continue to seek to further expand our offerings in the U.S. To this end, in April 2017, we launched “ES Windows: Elite Collection” and “ES Windows: Prestige Collection” to target the U.S. residential new and replacement sectors.
To this end, in April 2017, we launched “ES Windows: Elite Collection” and “ES Windows: Prestige Collection” to target the U.S. residential new and replacement sectors. We have received significant interest for the new products within these categories to date and positive reactions from our customers.
We purposefully implement initiatives aligned with our global sustainability strategy, which rests on three fundamental pillars: promoting an ethical and responsible continuous growth, leading eco-efficiency and innovation, and empowering our environment. As part of this strategy, the Company has voluntarily adhered to UN Global Compact Principles since 2017.
We carry out a series of initiatives based on our global sustainability strategy, which is supported on three fundamental pillars: promoting an ethical and responsible continuous growth, leading eco-efficiency and innovation, and empowering our environment.
Headquartered in Barranquilla, Colombia, the Company operates out of a 5.8 million square foot vertically-integrated, state-of-the-art manufacturing complex that provides easy access to the Americas, the Caribbean, and the Pacific. Tecnoglass supplies over 1,000 customers in North, Central and South America, with the United States accounting for 96% of revenues.
Headquartered Miami, Florida,, the Company maintains its principal manufacturing operations in Colombia and operates out of aproximately 6.5 million square foot vertically-integrated, state-of-the-art manufacturing and operational footprint across Colombia and the United States that provides easy access to the Americas, the Caribbean, and the Pacific.
The committed line of credit of $150 million was mostly unused as of December 31, 2024. 13 Customers Our customers include architects, building owners, general contractors and glazing contractors in the commercial construction market. We currently have approximately 1000 customers.
The term loan had a balance of $174 million as of December 31, 2025, matures in late 2030 and bears interest at SOFR plus a spread of 1.25%. 13 Customers Our customers include architects, building owners, general contractors and glazing contractors in the commercial construction market. We currently have approximately 1,000 customers.
We believe this rigorous adherence to quality control will ensure that we will continue to provide the highest quality products and, ultimately, promote customer satisfaction. 11 Products We manufacture and sell the following products: ● Low-e Glass – low emissivity glass manufactured by depositing metal particles on the surface of the glass inside a vacuum chamber.
These laminated glass interlayers are five times stronger than conventional laminating materials. 11 Products We manufacture and sell the following products: ● Low-e Glass – low emissivity glass manufactured by depositing metal particles on the surface of the glass inside a vacuum chamber.
While enhancing production cost efficiencies, along with ESG initiatives, we entered into a long-term power purchase agreement to cogenerate 9MW through two gas engines with a heat recovery system. Low-Cost Distribution Our principal manufacturing facility is located in Barranquilla, Colombia, which is strategically located near three of the country’s major ports: Barranquilla, Cartagena and Santa Marta.
To date, more than 15,000 solar panels have been installed on the roofs of Colombian manufacturing plants to generate reliable and clean energy. While enhancing production cost efficiencies, along with ESG initiatives, we entered into a long-term power purchase agreement to cogenerate 9MW through two gas engines with a heat recovery system.
Competitive Strengths Our success has been grounded in our ability to offer high quality products at competitive prices and with efficient lead times. We are able to competitively price our products, while still achieving strong margins, due to a number of unique cost advantages.
Additionally, we are advancing initiatives in circular economy and implementing comprehensive water management and treatment strategies aimed at improving efficiency, reuse and replenishment, in order to maintain our water-positive operations. Competitive Strengths Our success has been grounded in our ability to offer high quality products at competitive prices and with efficient lead times.
By vertically integrating each of these functions, we are able to eliminate inefficiencies throughout the supply chain and generate strong margins. These efficiencies are only enhanced as our business grows and we benefit from operating leverage and economies of scale. In 2019 we entered into a joint venture agreement with Compagnie de Saint-Gobain S.A.
These efficiencies are only enhanced as our business grows and we benefit from operating leverage and economies of scale.
Our debt is comprised primarily of a Senior Secured Credit Facility which consists of a term loan and a Committed line of Credit. The term loan had a balance of $110 million as of December 31, 2024, matures in late 2026 and bears interest at SOFR plus a spread of 1.5%.
Our debt is comprised primarily of a Senior Secured Credit Facility which consists of a Committed line of Credit for up to $500 million.
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We were ranked by Fortune Magazine as the 27th fastest-growing company in the United States for 2024, based on Tecnoglass’ strong revenue growth, earnings per share growth, and three-year annualized return to shareholders for the period ended June 30, 2024. With over 40 years of experience in architectural glass and aluminum assembly, we specialize in transforming various glass products.
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Tecnoglass supplies over 1,000 customers in North, Central and South America, with the United States accounting for 96% of revenues.
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For instance, in 2016, we completed the acquisition of ESW, which gave us control over the distribution of products into the United States from our manufacturing facilities in Colombia. In March 2017, we completed the acquisition of GM&P, a consulting and glazing installation business that was previously our largest installation customer.
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In the United States, which is our largest market, we were ranked among the four largest glass fabricators serving the United States in 2025 by Glass Magazine. In addition, we believe we are the leading glass transformation company in Colombia.
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Since 2017, we have been expanding our presence in U.S. residential markets which went from less than 5% of our sales to nearly 41.9% of our sales for the full year 2024.
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Earlier acquisitions in 2016 and 2017, of ESW and GM&P respectively, helped establish our U.S. distribution and installation capabilities, while more recent transactions—including our minority interest in Vidrio Andino, our full ownership of ESMetals, and the 2025 acquisition of certain assets of Continental Glass Systems, LLC—have enhanced our vertical integration, capacity, customer reach, and backlog.
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(“Saint-Gobain”), a world leader in the production of float glass, a key component of our manufacturing process, whereby we acquired a 25.8% minority ownership interest in Vidrio Andino Holdings S.A.S (“Vidirio Andino”), a Colombia-based subsidiary of Saint-Gobain.
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On April 3, 2025, we completed the acquisition of certain assets and assume certain liabilities of Continental Glass Systems, LLC, a leading provider of architectural glass and glazing solutions in the Southeast U.S., that included manufacturing equipment, intangibles, and a strong project backlog, enhancing our U.S. presence, customer reach, and supply chain efficiency.
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The joint venture agreement includes plans to build a new plant that will be located approximately 20 miles from our primary manufacturing facility in Barranquilla Colombia, in which we will also have a 25.8% interest.
Added
This model allows us to transform raw glass into high-performance architectural glass, extruding our own aluminum frames and assembling windows in a highly streamlined process from our main campus in Colombia.
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The new plant will be funded with proceeds from the original cash contribution made by us, operating cash flows from the Bogota plant, debt incurred at the joint venture level that will not be consolidated into our company.
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By integrating each of these functions, we eliminate inefficiencies throughout the supply chain, generate strong margins and maintain strict quality control from the sourcing of input materials to final installation, enabling us to provide consistent, high-quality products with significantly shorter lead times.
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The joint venture agreement includes plans to build a new plant in Galapa, Colombia that will be located approximately 20 miles from our primary manufacturing facility, in which we will also have a 25.8% interest.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAdditionally, future diplomatic disputes or broader protectionist policies may lead to further trade restrictions, negatively affecting our financial performance. We are subject to trade investigations conducted by U.S. authorities over Colombian products that may result in additional duties for our products.
Biggest changeWe are subject to trade investigations conducted by U.S. authorities over Colombian products that may result in additional duties for our products. In 2024 a coalition of U.S. producers of aluminum extrusions filed a petition with U.S. trade authorities requesting the imposition of anti-dumping duties against imports of aluminum extrusions from Colombia.
These risks could include, among others, tax liabilities, product liabilities, asbestos liabilities, environmental liabilities, pension liabilities and liabilities for employment practices and they could be significant. ● Substantial attention from our senior management and the management of the acquired business may be required, which could decrease the time that they have to service and attract customers. ● The complete integration of acquired companies depends, to a certain extent, on the full implementation of our financial systems and policies. ● We may actively pursue a number of opportunities simultaneously and we may encounter unforeseen expenses, complications and delays, including difficulties in employing sufficient staff and maintaining operational and management oversight. 19 We may not be able to realize the expected return on our growth and efficiency capital expenditure plan.
These risks could include, among others, tax liabilities, product liabilities, asbestos liabilities, environmental liabilities, pension liabilities and liabilities for employment practices and they could be significant. ● Substantial attention from our senior management and the management of the acquired business may be required, which could decrease the time that they have to service and attract customers. ● The complete integration of acquired companies depends, to a certain extent, on the full implementation of our financial systems and policies. ● We may actively pursue a number of opportunities simultaneously and we may encounter unforeseen expenses, complications and delays, including difficulties in employing sufficient staff and maintaining operational and management oversight. 18 We may not be able to realize the expected return on our growth and efficiency capital expenditure plan.
We cannot assure you that we will continue to pay dividends on our ordinary shares, and our indebtedness, future investments or cashflow generation could limit our ability to continue to pay dividends on our ordinary shares. Prior to August 2016, we had not paid any cash dividends on our ordinary shares. Since such time, we have paid regular quarterly dividends.
We cannot assure you that we will continue to pay dividends on our ordinary shares, and our indebtedness, future investments or cashflow generation could limit our ability to continue to pay dividends on our ordinary shares. Prior to August 2016, we had not paid any dividends on our ordinary shares. Since such time, we have paid regular quarterly dividends.
The new plant will be funded with the original cash contribution made by the Company, operating cash flows from the Bogota plant, and debt incurred at the joint venture level that will not consolidate into the Company. 18 There can be no assurance that the anticipated joint venture cost synergies, increases in capacity or production and optimization of certain manufacturing processes associated with the reduction of raw material waste, and supply chain synergies, including purchasing raw materials at more advantageous prices, will be achieved, or that they might not be significantly and materially less than anticipated, or that the completion of the joint venture with Saint-Gobain will be timely or effectively accomplished.
The new plant will be funded with the original cash contribution made by the Company, operating cash flows from the Bogota plant, and debt incurred at the joint venture level that will not consolidate into the Company. 17 There can be no assurance that the anticipated joint venture cost synergies, increases in capacity or production and optimization of certain manufacturing processes associated with the reduction of raw material waste, and supply chain synergies, including purchasing raw materials at more advantageous prices, will be achieved, or that they might not be significantly and materially less than anticipated, or that the completion of the joint venture with Saint-Gobain will be timely or effectively accomplished.
In addition, Cayman Islands companies may not have standing to initiate a shareholder’s derivative action in a Federal court of the United States. 34 We have been advised that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the securities laws of the United States or any State; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the securities laws of the United States or any State, so far as the liabilities imposed by those provisions are penal in nature.
In addition, Cayman Islands companies may not have standing to initiate a shareholder’s derivative action in a Federal court of the United States. 32 We have been advised that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the securities laws of the United States or any State; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the securities laws of the United States or any State, so far as the liabilities imposed by those provisions are penal in nature.
The above could result in cancellation or suspension of governmental registrations, authorizations and licenses issued by other authorities, any one of which may result in interruption or discontinuity of business, and could, consequently, materially and adversely affect our business, financial condition or results of operation. 21 Equipment failures, delays in deliveries and catastrophic loss at our manufacturing facility could lead to production curtailments or shutdowns that prevent us from producing our products.
The above could result in cancellation or suspension of governmental registrations, authorizations and licenses issued by other authorities, any one of which may result in interruption or discontinuity of business, and could, consequently, materially and adversely affect our business, financial condition or results of operation. 20 Equipment failures, delays in deliveries and catastrophic loss at our manufacturing facility could lead to production curtailments or shutdowns that prevent us from producing our products.
Although we do not have any disputes with any major customers as of the date hereof that are expected to have a material adverse effect on our financial position, results of operations or cash flows, we cannot predict whether such disputes will arise in the future. 22 Our results may not match our provided guidance or the expectations of securities analysts or investors, which likely would have an adverse effect on the market price of our securities.
Although we do not have any disputes with any major customers as of the date hereof that are expected to have a material adverse effect on our financial position, results of operations or cash flows, we cannot predict whether such disputes will arise in the future. 21 Our results may not match our provided guidance or the expectations of securities analysts or investors, which likely would have an adverse effect on the market price of our securities.
However, such measures, procedures and compliance may not be completely effective in preventing third parties from using us as a conduit for money laundering or terrorism financing without our knowledge, which could have a material adverse effect on our business, financial condition and results of operations. 32 Changes in Colombia’s customs, import and export laws and foreign policy, may have an adverse effect on our financial condition and results of operations.
However, such measures, procedures and compliance may not be completely effective in preventing third parties from using us as a conduit for money laundering or terrorism financing without our knowledge, which could have a material adverse effect on our business, financial condition and results of operations. 30 Changes in Colombia’s customs, import and export laws and foreign policy, may have an adverse effect on our financial condition and results of operations.
Such an accident could disrupt operations at any of our facilities, which could adversely affect our ability to deliver products to our customers on a timely basis and to retain our current business. 23 Operating hazards inherent in our business, some of which may be outside of our control, can cause personal injury and loss of life, damage to or destruction of property, plant and equipment and environmental damage.
Such an accident could disrupt operations at any of our facilities, which could adversely affect our ability to deliver products to our customers on a timely basis and to retain our current business. 22 Operating hazards inherent in our business, some of which may be outside of our control, can cause personal injury and loss of life, damage to or destruction of property, plant and equipment and environmental damage.
As regulatory environments evolve, new or heightened financial and operational obligations could materially and adversely affect our business. 33 We are subject to various U.S. export controls and trade and economic sanctions laws and regulations that could impair our ability to compete in international markets and subject us to liability if we are not in full compliance with applicable laws.
As regulatory environments evolve, new or heightened financial and operational obligations could materially and adversely affect our business. 31 We are subject to various U.S. export controls and trade and economic sanctions laws and regulations that could impair our ability to compete in international markets and subject us to liability if we are not in full compliance with applicable laws.
However, the payment of dividends in the future, if any, will be contingent upon our revenues and earnings, if any, capital requirements and our general financial condition and limitations imposed by our outstanding indebtedness. 35 If securities analysts do not publish research or reports about our business or if they downgrade our stock or our sector, our stock price and trading volume could decline.
However, the payment of dividends in the future, if any, will be contingent upon our revenues and earnings, if any, capital requirements and our general financial condition and limitations imposed by our outstanding indebtedness. 33 If securities analysts do not publish research or reports about our business or if they downgrade our stock or our sector, our stock price and trading volume could decline.
The activity level during the second quarter varies greatly with variations in temperature and precipitation. 24 Our results of operations could be significantly affected by foreign currency fluctuations and currency regulations. We are subject to risks relating to fluctuations in currency exchange rates that may affect our sales, cost of sales, operating margins and cash flows.
The activity level during the second quarter varies greatly with variations in temperature and precipitation. 23 Our results of operations could be significantly affected by foreign currency fluctuations and currency regulations. We are subject to risks relating to fluctuations in currency exchange rates that may affect our sales, cost of sales, operating margins and cash flows.
Any litigation, investigations or other proceedings and the potential outcomes of such actions may divert the attention and resources of our officers and directors away from our operations and may negatively affect our reputation, which may adversely impact our operations and profitability. 25 We have entered into significant transactions with affiliates or other related parties, which may result in conflicts of interest.
Any litigation, investigations or other proceedings and the potential outcomes of such actions may divert the attention and resources of our officers and directors away from our operations and may negatively affect our reputation, which may adversely impact our operations and profitability. 24 We have entered into significant transactions with affiliates or other related parties, which may result in conflicts of interest.
The events could have a materially adverse impact on our results of operations. 20 Given the uncertainties inherent with product development and introduction, including lack of market acceptance, we cannot provide assurance that any of our product development efforts will be successful on a timely basis or within budget, if at all.
The events could have a materially adverse impact on our results of operations. 19 Given the uncertainties inherent with product development and introduction, including lack of market acceptance, we cannot provide assurance that any of our product development efforts will be successful on a timely basis or within budget, if at all.
Even though the country has taken measures to stabilize the economy, it is uncertain how will these measures be perceived and if the intended goal of increasing investor’s confidence will be achieved. 27 Economic and political conditions in Colombia may have an adverse effect on our financial condition and results of operations.
Even though the country has taken measures to stabilize the economy, it is uncertain how will these measures be perceived and if the intended goal of increasing investor’s confidence will be achieved. 26 Economic and political conditions in Colombia may have an adverse effect on our financial condition and results of operations.
In addition, the effect on consumer confidence of any actual or perceived deterioration of household incomes in the Colombian economy may have a material adverse effect on our results of operations and financial condition. 29 We are dependent on sales to customers outside Colombia and any failure to make these sales may adversely affect our operating results in the future.
In addition, the effect on consumer confidence of any actual or perceived deterioration of household incomes in the Colombian economy may have a material adverse effect on our results of operations and financial condition. 28 We are dependent on sales to customers outside Colombia and any failure to make these sales may adversely affect our operating results in the future.
A United States investor should consult its advisors regarding the potential application of these rules to an investment in the ordinary shares. 36 We may be adversely affected by any disruption in our information technology systems. Our operations are dependent upon our information technology systems, which encompass all of our major business functions.
A United States investor should consult its advisors regarding the potential application of these rules to an investment in the ordinary shares. 34 We may be adversely affected by any disruption in our information technology systems. Our operations are dependent upon our information technology systems, which encompass all of our major business functions.
Any future downturn or any other negative market pressures could negatively affect our results of operations in the future, as margins may decrease as a direct result of an overall decrease in demand for our products. 26 Our indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations.
Any future downturn or any other negative market pressures could negatively affect our results of operations in the future, as margins may decrease as a direct result of an overall decrease in demand for our products. 25 Our indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations.
Our strategy of continued geographic diversification seeks to reduce our exposure to such region-specific risks. 30 Armed conflicts around the globe, including sanctions and tensions between United States, NATO allies and several eastern countries, may adversely affect the results of our operations.
Our strategy of continued geographic diversification seeks to reduce our exposure to such region-specific risks. 29 Armed conflicts around the globe, including sanctions and tensions between United States, NATO allies and several eastern countries, may adversely affect the results of our operations.
Please see “Disclosure Regarding Foreign Exchange Controls and Exchange Rates in Colombia” for actions the Central Bank could take to intervene in the exchange market. 28 The Colombian Government has considerable power to shape the Colombian economy and, consequently, affect the operations and financial performance of businesses.
Please see “Disclosure Regarding Foreign Exchange Controls and Exchange Rates in Colombia” for actions the Central Bank could take to intervene in the exchange market. 27 The Colombian Government has considerable power to shape the Colombian economy and, consequently, affect the operations and financial performance of businesses.
As a result of this investigation, imports of some of our goods which are considered subject merchandise were subject to anti-dumping duties, until the International Trade Commission concluded in October 21, 2024 that American Aluminum producers were not being harmed and revoked said anti-dumping duty.
As a result of this investigation, imports of some of our goods which are considered subject merchandise were subject to anti-dumping duties, until the International Trade Commission concluded in October 21, 2024 that American Aluminum producers were not being harmed and revoked said anti-dumping duty which as of today remain in zero.
Furthermore, we cannot assure you that the Colombian peso will not depreciate relative to other currencies in the future, which could have a materially adverse effect on our financial condition. The Colombian Government and the Central Bank exercise significant influence on the Colombian economy.
Furthermore, we cannot assure you that the Colombian peso will not depreciate relative to the US dollar or other currencies in the future, which could have a materially adverse effect on our financial condition. The Colombian Government and the Central Bank exercise significant influence on the Colombian economy.
During the year ended December 31, 2024, approximately 2.8% of our revenues and 25% of our expenses were in Colombian pesos. The remainder of our expenses and revenues were denominated, priced and realized in U.S. Dollars. In the future, and especially as we further expand our sales in other markets, our customers may increasingly make payments in non-U.S. currencies.
During the year ended December 31, 2025, approximately 3.2% of our revenues and 25% of our expenses were in Colombian pesos. The remainder of our expenses and revenues were denominated, priced and realized in U.S. Dollars. In the future, and especially as we further expand our sales in other markets, our customers may increasingly make payments in non-U.S. currencies.
We cannot assure you that measures adopted by the Colombian government under its new regime continue to be consistent with former policy and will not affect the country´s overall economic outlook and performance.
We cannot assure you that measures adopted by the Colombian government under its new regime continue to be consistent with former policy and will not affect the country’s overall economic outlook and performance.
The interests of our controlling shareholders could differ from the interests of our other shareholders. Energy Holding Corporation exercises significant influence over us as a result of its majority shareholder position and voting rights. As of the date of this Form 10-K, Energy Holding Corporation beneficially owned approximately 48.9% of our outstanding ordinary shares.
The interests of our controlling shareholders could differ from the interests of our other shareholders. Energy Holding Corporation exercises significant influence over us as a result of its majority shareholder position and voting rights. As of the date of this Form 10-K, Energy Holding Corporation beneficially owned approximately 44.1% of our outstanding ordinary shares.
Furthermore, recent political and economic actions in the Latin American region, including actions taken by the Venezuelan government, may negatively affect international investor perception of the region. We cannot assure you that growth achieved over the past decade by the Colombian economy will continue in future periods.
Furthermore, recent political and economic actions in the Latin American region, including actions taken by United States in relation to the Venezuelan government, may negatively affect international investor perception of the region. We cannot assure you that growth achieved over the past decade by the Colombian economy will continue in future periods.
Customer concentration and related credit, commercial and legal risk may adversely impact our future earnings and cash flows. Our ten largest third-party customers worldwide collectively accounted for 27.8% of our total sales revenue for the year ended December 31, 2024, though no single customer accounted for more than 10% of annual revenues.
Customer concentration and related credit, commercial and legal risk may adversely impact our future earnings and cash flows. Our ten largest third-party customers worldwide collectively accounted for 33.9% of our total sales revenue for the year ended December 31, 2025, though no single customer accounted for more than 10% of annual revenues.
In the year ended December 31, 2024, 97% of our sales were to customers outside Colombia, including to the United States and Panama, and we expect sales into the United States and other foreign markets to continue to represent a significant portion of our net sales.
In the year ended December 31, 2025, 96.8% of our sales were to customers outside Colombia, including to the United States and Panama, and we expect sales into the United States and other foreign markets to continue to represent a significant portion of our net sales.
We source raw materials and glass necessary to manufacture our products from a variety of domestic and foreign suppliers. During the year ended December 31, 2024, two suppliers accounted for more than 10% of total raw material purchases, and in aggregate both account for 25.1% of total raw material purchases.
We source raw materials and glass necessary to manufacture our products from a variety of domestic and foreign suppliers. During the year ended December 31, 2025, two suppliers accounted for more than 10% of total raw material purchases, and in aggregate both account for 37.3% of total raw material purchases.
Natural disasters in Colombia could disrupt our business and affect our results of operations and financial condition in the future. Our operations are exposed to natural disasters in Colombia, such as earthquakes, volcanic eruptions, tornadoes, tropical storms and hurricanes.
Natural disasters in Colombia could disrupt our business and affect our results of operations and financial condition in the future. Our operations are exposed to natural disasters and extreme weather events in Colombia, such as earthquakes, volcanic eruptions, floods, landslides, tornadoes, tropical storms and hurricanes.
As of December 31, 2024, we and our subsidiaries on a consolidated basis had $111.1 million principal amount of debt outstanding. Our indebtedness could have negative consequences to our financial health.
As of December 31, 2025, we and our subsidiaries on a consolidated basis had $174.4 million principal amount of debt outstanding. Our indebtedness could have negative consequences to our financial health.
In recent years, we have made significant capital expenditures which include: ● Automation of window assembly production lines, increasing efficiencies, labor and material waste costs with an estimated reduction of on-site damage by 30%; ● Additional aluminum expansion project to increase capacity by approximately 400 tons/month; ● Further automation of additional glass lines, increasing efficiencies on an end-to-end basis reducing lead times, headcount and on-site damage by approximately 40%; ● Upgrading vacuum magnetron sputter coating machinery which will allow us to coat glass before tempering; ● Automation of two centralized aluminum warehouses for storing, sorting and delivering extrusion matrices and aluminum profiles to our internal production processes that reduce lead times for the assembly of architectural systems and reduce on-site damage to materials; ● Acquiring 1.5 million square feet of land adjacent to our existing facilities for future expansion and for our sport facility complex available to factory employees; ● Establishing new vinyl window assembly lines with annualized capacity of approximately $300 million; and ● Entering the second phase of [expanding] our architectural metal facade plant, which specializes in engineering, designing, and manufacturing tailor-made facades.
In recent years, we have made significant capital expenditures which include: ● Automation of window assembly production lines, increasing efficiencies, labor and material waste costs with an estimated reduction of on-site damage by 30%; ● Additional aluminum expansion project to increase capacity by approximately 400 tons/month; ● Further automation of additional glass lines, increasing efficiencies on an end-to-end basis reducing lead times, headcount and on-site damage by approximately 40%; ● Automation of three centralized aluminum warehouses for storing, sorting and delivering extrusion matrices and aluminum profiles to our internal production processes that reduce lead times for the assembly of architectural systems and reduce on-site damage to materials; plus one additional warehouse under construction; ● Acquiring 2.1 million square feet of land adjacent to our existing facilities for future expansion and for our sport facility complex available to factory employees; ● Establishing new vinyl window assembly lines with annualized capacity of approximately $300 million; and ● Completed expansion of our architectural metal facade plant, which specializes in engineering, designing, and manufacturing tailor-made facades.
The new leadership under the elected government may have negative effects on macroeconomic stability and therefore on the construction industry as a whole and finally, on the company´s operations and future prospects.
The new leadership may have negative effects on macroeconomic stability and therefore on the construction industry as a whole and finally, on the company’s operations and future prospects.
Tensions with neighboring countries, including Venezuela and other Latin American countries, may affect the Colombian economy and, consequently, our results of operations and financial condition in the future. Diplomatic relations with Venezuela and neighboring countries have from time to time been tense and have been affected by events surrounding the Colombian armed forces, particularly on Colombia’s borders with Venezuela.
Tensions with neighboring countries, including Venezuela and other Latin American countries, may affect the Colombian economy and, consequently, our results of operations and financial condition in the future. Diplomatic relations with Venezuela and other neighboring countries have from time to time been tense, including due to developments along Colombia’s border with Venezuela.
We cannot predict which policies will be adopted by the new government and whether those policies would have a negative impact on the Colombian economy in which we operate or our business and financial performance. In 2022, Congress and Presidential Elections took place in Colombia.
We cannot predict which policies will be adopted by the new government and whether those policies would have a negative impact on the Colombian economy in which we operate or our business and financial performance. In 2026, Colombia will hold national elections, including Congressional elections on March 8, 2026 and the first round of presidential elections on May 31, 2026.
Further escalation of conflict can lead to severe constraints on global supply chains such as logistics obstructions, raw material price increases and shortages, and higher energy costs. Disruptions in global supply chains can adversely affect our ability to manufacture and deliver product to our customers.
These measures, together with broader conflict-related uncertainty, can lead to severe constraints on global supply chains, raw material price increases and shortages, and higher energy costs. Disruptions in global supply chains can adversely affect our ability to manufacture and deliver products to our customers.
Additionally, fluctuating foreign currency exchange rates could impact the profitability of our foreign subsidiaries which are at the core of our business. Colombia has experienced and continues to experience internal security issues that have had or could have a negative effect on the Colombian economy and our financial condition.
Colombia has experienced and continues to experience internal security issues that have had or could have a negative effect on the Colombian economy and our financial condition. Colombia has experienced, and continues to experience, internal security challenges that could adversely affect the Colombian economy and our business, results of operations and financial condition.
Accordingly, we may not be able to adequately address potential downward pricing pressures and other factors, which may adversely affect our financial condition and results of operations. 17 Failure to maintain the performance, reliability and quality standards required by our customers could have a materially negative impact on our financial condition and results of operation.
Failure to maintain the performance, reliability and quality standards required by our customers could have a materially negative impact on our financial condition and results of operation.
Increased competition could force us to lower our prices or to offer additional services at a higher cost to us, which could reduce gross profit and net income.
Increased competition could force us to lower our prices or to offer additional services at a higher cost to us, which could reduce gross profit and net income. Accordingly, we may not be able to adequately address potential downward pricing pressures and other factors, which may adversely affect our financial condition and results of operations.
In 2024 a coalition of U.S. producers of aluminum extrusions filed a petition with U.S. trade authorities requesting the imposition of anti-dumping duties against imports of aluminum extrusions from Colombia. As we are the main extruder of aluminum in Colombia, we volunteered as a mandatory respondent in the investigation and provided certain requested information.
As we are the main extruder of aluminum in Colombia, we volunteered as a mandatory respondent in the investigation and provided certain requested information.
Our business or financial condition could be adversely affected by rapidly changing economic or social conditions, including the Colombian government’s response to implementation of the agreement with FARC and ongoing peace negotiations, if any, which may result in legislation that increases the tax burden of Colombian companies. 31 Despite efforts by the Colombian government, drug-related crime, guerrilla paramilitary activity and criminal bands continue to exist in Colombia, and allegations have surfaced regarding members of the Colombian congress and other government officials having ties to guerilla and paramilitary groups.
Despite efforts by the Colombian government, drug-related crime, guerrilla paramilitary activity and criminal bands continue to exist in Colombia, and allegations have surfaced regarding members of the Colombian congress and other government officials having ties to guerilla and paramilitary groups.
El Niño is a recurring weather phenomenon, and it may contribute to higher temperatures, droughts, wildfires, or other natural disasters on an equal or greater scale in the future. In the event of a natural disaster, our disaster recovery plans may prove to be ineffective, which could have a material adverse effect on its ability to conduct our businesses.
Because Colombia’s electricity generation relies heavily on hydropower, drought conditions may increase the risk of higher electricity costs or supply constraints. In the event of a natural disaster, our disaster recovery plans may prove to be ineffective, which could have a material adverse effect on our ability to conduct our businesses.
Our business could be negatively impacted by potential tariffs imposed by the U.S government and trade tensions between the U.S. and Colombia. In January 2025, the U.S. government abruptly announced a 25% punitive tariff on Colombian imports after Colombian President Gustavo Petro refused to accept two U.S. military planes carrying deported Colombian citizens.
Our business could be negatively impacted by potential tariffs imposed by the U.S government and trade tensions between the U.S. and Colombia.
We may not be able to predict how changing market conditions in Colombia will affect our financial results. During 2024, Moody’s, S&P and Fitch, three of the main rating agencies worldwide, ratings for Colombia maintained at “Baa2”, “BB+”, and “BB+” respectively, where Moody’s and Fitch had a Stable outlook and S&P reported a negative outlook.
We may not be able to predict how changing market conditions in Colombia will affect our financial results.
The Russian invasion of Ukraine starting in February 2022 escalated global tensions between the United States and NATO countries against Russia. Colombia has also condemned Russia’s invasion of Ukraine. Multiple economic sanctions against Russia were imposed by many countries worldwide which has impacted the global economy as many commercial, industrial and financial businesses closed operations in Russia.
The Russian invasion of Ukraine starting in February 2022 has contributed to elevated global tensions and the imposition of economic sanctions and trade restrictions between the United States, the European Union and other countries.
Given that our manufacturing facility is based in Colombia and 96% of our sales for the fiscal year ended December 31, 2024 ocurred in the United States, any new tariffs or trade barriers could materially impact our costs, disrupt our supply chain, and reduce our price competitiveness.
Given that our primary manufacturing facilities are located in Colombia and approximately 94.8% of our sales for the fiscal year ended December 31, 2025, were generated in the United States, these tariffs directly increase our costs and may pressure our profit margins.
Removed
The ratings reflect their expectation of fiscal deficit to remain under levels established by the Autonomous Fiscal Rule Committee, and moderate economic growth. Colombia’s real GDP increased 1.7% in 2024.
Added
During 2025, Moody’s, S&P and Fitch, three of the main rating agencies worldwide, downgraded Colombia’s credit profile due to weakening public finances, with Moody’s lowering its rating to “Baa3” while keeping a stable outlook as fiscal metrics deteriorated beyond original plans, S&P cutting its sovereign rating to “BB” with a negative look, and Fitch also downgrading the long-term foreign currency rating to “BB” amid persistently large fiscal deficits, rising public debt and challenges in fiscal consolidation, mirroring market concerns over the country’s fiscal trajectory even as moderate growth continued and inflation pressures eased during the year.
Removed
A high Monetary Interest Rate of 13% form Banco de la Republica at December 2023 reduced the annual inflation rate from 9.28% as of December 2023 to 5.20% as of December 2024. In addition, minimum wage for 2024 was agreed to increase by 9.5%.
Added
Colombia’s macroeconomic performance in 2025 showed a moderation in growth and inflation dynamics. Official data and projections indicate the country’s GDP is expected to increase around 2%-3%, while inflation closed at 5.1%, above the central bank’s 3% target, and similar to the 5.2% inflation rate of 2024.
Removed
Colombia’s fiscal deficit and growing public debt could adversely affect the Colombian economy. During 2022, Colombia’s fiscal deficit represented 5.5% of its GDP. As of December 31, 2023, the fiscal deficit closed at 4.3% of GDP, due to higher tax collection, COP revaluation against USD, and lower costs of debt resulting from inflation indexed bonds, during the year.
Added
In addition, Colombia’s central bank (Banco de la República) is maintaining a restrictive monetary stance, raising its monetary policy interest rate 100 basis points to 10.25%, largely due to strong internal demand and cost pressures including significant labor cost increases from a higher minimum wage declared for 2026.
Removed
The fiscal deficit is expected to increase to 5.6% of Colombia’s GDP as of December 31, 2024, related to increased government spending to fund new social and environmental reforms, and lower expected tax collections during the year. This fiscal deficit increase might result on a lower credit rating, and higher interest rates for new issued Colombian sovereign debt.
Added
Recent events also underscore the potential for policy volatility and legal uncertainty: in January 2026, Colombia’s Constitutional Court provisionally suspended Decree 1390 of December 22, 2025, which declared a state of economic and social emergency, pending a final decision on its constitutionality, and any similar measures—whether adopted, modified, suspended or invalidated—could create uncertainty and impact economic conditions relevant to our business.
Removed
In recent years, the Colombian currency had shown some short-term volatility vis-à-vis the U.S. Dollar. The Colombian Peso depreciated 15.4% in 2024, after a 20.5% appreciation during 2023, as a result of political instability since 2022 presidential elections.
Added
Colombia’s fiscal deficit and growing public debt could adversely affect the Colombian economy.
Removed
The 2020 global economic crisis, resulting from the outbreak of the COVID-19 pandemic which negatively affected many economic sectors and countries around the world, had negative effects on the Colombian economy. Although the Covid-19 effects have been contained as of December 2024, new variants may emerge and have a negative effect on the Colombian economy in the future.
Added
During 2024, Colombia’s fiscal deficit represented 6.8% of its GDP, related to increased government spending to fund new social and environmental reforms, and lower expected tax collections during the year. in 2025 the deficit widened even further, driven by sustained high spending and weaker revenues, with estimates suggesting Colombia’s fiscal deficit could reach around 7.1% of GDP, its highest level outside the pandemic era, even as tax revenue projections were revised and the statutory fiscal rule was suspended to accommodate larger deficits.
Removed
Although the tariff was revoked before taking effect (after Colombia agreed to certain terms and assumed repatriation costs using its own aircraft. This incident underscores the unpredictability of U.S. foreign relations with Colombia and other countries. The U.S. has since imposed similar tariffs on Canada, Mexico, and China, further demonstrating the risk of sudden trade restrictions.
Added
This persistent and growing fiscal gap has added pressure on sovereign credit profiles, contributed to credit rating downgrades and could lead to higher interest rates on new Colombian sovereign debt issuances. In recent years, the Colombian currency had shown some short-term volatility vis-à-vis the U.S. Dollar. The Colombian Peso appreciated 14.8% in 2025, after a 15.4% depreciation during 2024.
Removed
Trade restrictions imposed on Russia have led to increasing prices of oil, fluctuation in commodities markets and destabilizing many foreign currencies exchange rates. In addition, military tensions between the United States alongside certain allies, and Yemen’s Houthi group, has negatively impacted global commercial trade, as many ships are not being able to navigate through the Suez Canal.
Added
The United States has imposed import tariffs on certain steel and aluminum articles under Section 232 of the Trade Expansion Act of 1962, and these measures have been adjusted over time through proclamations and related administrative actions (including changes to product coverage, rates, exclusions and enforcement).
Removed
Colombia has experienced and continues to experience internal security issues, primarily due to the activities of guerrilla groups, such as dissidents from the former Revolutionary Armed Forces of Colombia ( Fuerzas Armadas Revolucionarias de Colombia , or “FARC”) and the National Liberation Army ( Ejercito de Liberación Nacional , or “ELN,”) paramilitary groups and drug cartels.
Added
In addition, on April 2, 2025, the President issued Executive Order 14257, which directed that imported articles be subject to an additional 10% ad valorem duty pursuant to a declared national emergency under the International Emergency Economic Powers Act (IEEPA), with specified effective dates.
Removed
In remote regions of the country with minimal governmental presence, these groups have exerted influence over the local population and funded their activities by protecting, and rendering services to, drug traffickers.
Added
Multiple lawsuits have challenged the President’s authority to impose tariffs under IEEPA and stays and ongoing appeals have contributed to uncertainty regarding the ultimate outcome and any related changes to scope, duration, or potential refunds.
Removed
Even though the Colombian government’s policies have reduced guerilla presence and criminal activity, particularly in the form of terrorist attacks, homicides, kidnappings and extortion, such activity persists in Colombia, and possible escalation of such activity and the effects associated with them have had and may have in the future a negative effect on the Colombian economy and on us, including on our customers, employees, results of operations and financial condition.
Added
The adoption, modification or escalation of these or other tariff regimes, as well as retaliatory measures by other countries, could materially and adversely affect our business, financial condition and results of operations.
Removed
The Colombian government commenced peace talks with the FARC in August 2012, and peace negotiations with the ELN began in November 2016. The Colombian government and the FARC signed a peace deal on September 26, 2016, which was amended after voters rejected it in the referendum held on October 2, 2016.
Added
In response to these trade barriers, we have strategically shifted our supply chain to source U.S.-casted aluminum, which has allowed us to mitigate a portion of the financial impact.
Removed
The agreement was signed on November 24, 2016, and was ratified by the Colombian Congress on November 30, 2016, and is being implemented. Pursuant to the peace agreements negotiated between the FARC and the Colombian government in 2016, the FARC occupies five seats in the Colombian Senate and five seats in the Colombian House of Representatives.
Added
However, despite these mitigation efforts, any further escalation in tariff rates, the potential removal of U.S.-Colombia Trade Promotion Agreement benefits, or retaliatory measures by the Colombian government could still disrupt our supply chain and reduce our price competitiveness. Such developments could have a material adverse effect on our financial condition and results of operations.
Removed
The agreement clarifies protection to private property, is expected to increase the government’s presence in rural areas and bans former rebels from running for office in certain newly created congressional districts in post-conflict zones.
Added
Armed conflicts around the globe, including sanctions and heightened geopolitical tensions involving the United States, NATO allies and other countries, may adversely affect the results of our operations.
Removed
As a result, during the transition process, Colombia may experience an increase in internal security issues, drug-related crime and guerilla and paramilitary activities, which may have a negative impact on the Colombian economy.
Added
In addition, attacks and security threats in and around the Red Sea associated with Yemen’s Houthi group, and related military tensions involving the United States and certain allies, have disrupted maritime trade and affected shipping patterns for certain carriers, including through the Suez Canal corridor, resulting in rerouting, longer transit times and increased freight costs in certain periods.
Removed
On July 28, 2024 political tensions rose as Nicolas Maduro was reelected president of Venezuela for the 2025-2031 period, although many countries, recognized Edmundo Gonzales as Venezuelan head of state., the Colombian government haven’t officially pronounced on this matter as of the date of this report.
Added
Additionally, fluctuating foreign currency exchange rates could impact on the profitability of our foreign subsidiaries which are at the core of our business. Geopolitical instability in the Americas may also increase regional volatility. On January 3, 2026, U.S. forces captured Venezuelan President Nicolás Maduro in a military operation, which has heightened uncertainty regarding regional stability, diplomatic relations and sanctions policy.
Removed
High temperatures and decrease in rainfall in Colombia, attributable in part to the El Niño weather pattern, have resulted in severe droughts, affecting especially prices in Colombia, as hydropower accounts for approximately 70% of total country’s energy.
Added
These challenges include the activities of illegal armed groups—including the National Liberation Army (ELN), dissident factions formerly associated with the Revolutionary Armed Forces of Colombia (FARC), paramilitary successor groups and criminal organizations involved in narcotrafficking—which in certain regions engage in intimidation, extortion, and attacks that can disrupt commerce, transportation and governmental presence.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOne of the Audit Committee members has a Bachelor’s degree in Computer Science, is Certified in AI from MIT, and serves as the cybersecurity expert on the board of another company, bringing relevant expertise in cybersecurity and technology risk management. 37 Our cybersecurity team is deeply integrated into our risk management process, led by the Director of Information and Technology and our Cybersecurity Coordinator.
Biggest changeOne of the Audit Committee members has a Bachelor’s degree in Computer Science, is Certified in AI from MIT, and serves as the cybersecurity expert on the board of another company, bringing relevant expertise in cybersecurity and technology risk management. 35 Our cybersecurity team is deeply integrated into our risk management process, led by the Director of Information and Technology and our Cybersecurity Coordinator.
Added
As part of our digital asset management strategy, we are also strengthening protections against the use of unsupervised AI. We currently implement technical and regulatory blocks to prevent access to unauthorized AI platforms, while maintaining an active awareness program to educate personnel on the proper use of these tools and the cybersecurity risks associated with improper usage.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe also own and operate a 123,399 square foot manufacturing and warehousing facility in a 215,908 square foot lot in Miami-Dade County, Florida, United States. The facility houses manufacturing and assembly equipment, warehouse space, and administrative and sales offices.
Biggest changeWe also own and operate a 123,399 square foot manufacturing and warehousing facility in a 215,908 square foot lot in Miami-Dade County, Florida, United States, in addition to a new 69,829 square foot operating facility from our recent Acquisition of Continental Glass Systems Real State. The facilities houses manufacturing and assembly equipment, warehouse space, and administrative and sales offices.
Item 2. Properties. We own and operate a total of 5.8 million square feet of manufacturing facilities. Our main 5.5 million square foot manufacturing complex, located in Barranquilla, Colombia, houses a glass production plant, aluminum plant and window and facade assembly plant.
Item 2. Properties. We own and operate a total of 6.5 million square feet of manufacturing facilities. Our main 6.1 million square foot manufacturing complex, located in Barranquilla, Colombia, houses a glass production plant, aluminum plant and window and facade assembly plant.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe graph assumes an investment at the close of trading on December 31, 2024, and assumes the shareholder opted for share dividends during all periods. 39 Repurchases Share repurchase activity during the months of the fourth quarter of the fiscal year ended December 31, 2024 was as follows: Periods Total Number of Shares Purchased Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(1) October 7, 2024 Open market and privately negotiated purchases 500 $ 56.96 $ 28,480 - October 30, 2024 Open market and privately negotiated purchases 610 $ 56.96 $ 34,746 - December 11, 2024 Open market and privately negotiated purchases 3,740 $ 56.96 $ 213,030 - Total 4,850 $ 276,256 $ 76,527,637 (1) On November 3, 2022, the Board of Directors authorized the purchase of up to $50 million of the Company’s common shares, which authorization was subsequently increased to up to $100 million in November 2024.
Biggest changeThe graph assumes an investment at the close of trading on December 31, 2025, and assumes the shareholder opted for share dividends during all periods. 37 Repurchases Share repurchase activity during the months of the fourth quarter of the fiscal year ended December 31, 2025, was as follows: Periods Total Number of Shares Purchased Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(1) October 2025 Open market and privately negotiated purchases 100 $ 78.13 $ - - November 2025 Open market and privately negotiated purchases 1,296,300 $ 46.68 $ 60,492,108 - December 2025 Open market and privately negotiated purchases 535,520 50.57 27,076,461 - Total 1,831,920 $ 47.82 $ 87,568,569 $ 9,008,984 (1) On November 3, 2022, the Board of Directors authorized the purchase of up to $50 million of the Company’s common shares, which authorization was subsequently increased to up to $100 million in November 2024.
We believe our ordinary shares are held by more than 3,000 beneficial owners. Dividends Prior to August 2016, we had not paid any cash dividends on our ordinary shares. Since such time, we have paid regular quarterly dividends. We expect to pay quarterly dividends in the future.
We believe our ordinary shares are held by more than 3,000 beneficial owners. Dividends Prior to August 2016, we had not paid any dividends on our ordinary shares. Since such time, we have paid regular quarterly dividends. We expect to pay quarterly dividends in the future.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our ordinary shares are listed on the New York Stock Exchange under the symbol “TGLS”. Holders As of December 31, 2024, there were 222 holders of record of our ordinary shares.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our ordinary shares are listed on the New York Stock Exchange under the symbol “TGLS”. Holders As of December 31, 2025, there were 160 holders of record of our ordinary shares.
The program does not obligate the Company to acquire a minimum number of shares. Under the program, shares may be repurchased in privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Exchange Act.
On November 5, 2025, the Board of Directors approved an increase in the share repurchase authorization to $150 million. The program does not obligate the Company to acquire a minimum number of shares. Under the program, shares may be repurchased in privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Exchange Act.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe new plant will be funded with proceeds from the original cash contribution made by us, operating cash flows from the Bogota plant, debt incurred at the joint venture level that will not be consolidated into our company. 43 Results of Operations (Amounts in thousands) Twelve months ended December 31, 2024 2023 2022 Operating revenues $ 890,181 $ 833,265 $ 716,570 Cost of sales 510,209 442,331 367,071 Gross profit 379,972 390,934 349,499 Operating expenses (152,971 ) (131,172 ) (123,084 ) Operating income 227,001 259,762 226,415 Non-operating income and expenses, net 5,858 5,131 4,218 Foreign currency transactions (loss)/gains (5,665 ) 686 2,013 Interest expense and deferred cost of financing (7,433 ) (9,178 ) (8,156 ) Income tax provision (63,849 ) (77,904 ) (74,758 ) Equity method income 5,397 5,013 6,680 Net income 161,309 183,510 156,412 Income attributable to non-controlling interest - (628 ) (669 ) Income attributable to parent $ 161,309 $ 182,882 $ 155,743 Comparison of years ended December 31, 2024 and December 31, 2023 Our operating revenue increased $56.9 million, or 6.8%, from $833.3 million in the year ended December 31, 2023, to $890.2 million in the year ended December 31, 2024.
Biggest changeAdditionally, the Company expects the resulting increase in output to improve efficiency throughout its operations while reducing material waste and overall lead times. 41 Results of Operations (Amounts in thousands) Twelve months ended December 31, 2025 2024 2023 Operating revenues $ 983,610 $ 890,181 $ 833,265 Cost of sales 562,200 510,209 442,331 Gross profit 421,410 379,972 390,934 Operating expenses (196,310 ) (152,971 ) (131,172 ) Other operating income 5,641 - - Operating income 230,741 227,001 259,762 Non-operating income and expenses, net 3,127 5,858 5,131 Foreign currency transactions (loss)/gains 3,756 (5,665 ) 686 Loss on debt extinguishment (1,380 ) - - Interest income (expense), net and deferred cost of financing (3,445 ) (7,433 ) (9 ,178) Income tax provision (75,726 ) (63,849 ) (77,904 ) Equity method income 2,493 5,397 5,013 Net income 159,566 161,309 183,510 Income attributable to non-controlling interest - - (628 ) Income attributable to parent $ 159,566 $ 161,309 $ 182,882 Comparison of years ended December 31, 2025 and December 31, 2024 Our operating revenue increased $93.4 million, or 10.5%, from $890.2 million in the year ended December 31, 2024, to $983.6 million in the year ended December 31, 2025.
Please see the section entitled “Forward-Looking Statements and Introduction” in this Form 10-K. Overview We are experienced and highly skilled in the vertical integration of architectural glass manufacturing, distribution, and professional fitting. Our expertise extends to the production of top-quality windows, as well as the supply of aluminum, vinyl, and other components.
Please see the section entitled “Forward-Looking Statements and Introduction” in this Form 10-K. Overview We are experienced and highly skilled in the vertical integration of windows and architectural glass manufacturing, distribution, and professional fitting. Our expertise extends to the production of top-quality windows, as well as the supply of aluminum, vinyl, and other components.
Non-operating income for the period is comprised primarily of interest income from short-term investments, income from rental properties and gains on sale of scrap materials as well as non-operating expenses related to certain charitable contributions outside of the Company’s direct sphere of influence. 44 Interest expense and deferred cost of financing decreased $1.7 million, or 19.0%, to $7.4 million during the year ended December 31, 2024, from $9.2 million during the year ended December 31, 2023, as the Company voluntarily prepaid $62.0 million to reduce its debt balance and benefited from having a favorable interest rate hedge in place for 100% of its outstanding debt.
Non-operating income for the period is comprised primarily of interest income from short-term investments, income from rental properties and gains on sale of scrap materials as well as non-operating expenses related to certain charitable contributions outside of the Company’s direct sphere of influence. 43 Interest expense and deferred cost of financing decreased $1.7 million, or 19.0%, to $7.4 million during the year ended December 31, 2024, from $9.2 million during the year ended December 31, 2023, as the Company voluntarily prepaid $62.0 million to reduce its debt balance and benefited from having a favorable interest rate hedge in place for 100% of its outstanding debt.
We sell to over 1,000 customers using several sales teams based out of Colombia and the United States to specifically target regional markets in South, Central and North America.
We sell to approximately 1,000 customers using several sales teams based out of Colombia and the United States to specifically target regional markets in South, Central and North America.
These stable to positive macro trends in our core markets and geographies combined with a lean cost structure, leave us well positioned to maintain industry leading margins and further diversify our presence into the U.S. Liquidity As of December 31, 2024, and December 31, 2023, we had cash and cash equivalents of approximately $134.9 million and $129.5 million, respectively.
These stable to positive macro trends in our core markets and geographies combined with a lean cost structure, leave us well positioned to maintain industry leading margins and further diversify our presence into the U.S. Liquidity As of December 31, 2025, and December 31, 2024, we had cash and cash equivalents of approximately $100.9 million and $134.9 million, respectively.
In addition to glass, we manufacture aluminum and vinyl products such as profiles, rods, bars, plates, and other hardware specifically designed for window manufacturing. 40 Our products are manufactured in a 5.8 million square foot, state-of-the-art manufacturing complex in Barranquilla, Colombia that provides easy access to North, Central and South America, the Caribbean and the Pacific.
In addition to glass, we manufacture aluminum and vinyl products such as profiles, rods, bars, plates, and other hardware specifically designed for window manufacturing. 38 The majority of our products are manufactured in a 6.1 million square foot, state-of-the-art manufacturing complex in Barranquilla, Colombia that provides easy access to North, Central and South America, the Caribbean and the Pacific.
Capital Resources We transform glass and aluminum into high specification architectural glass and custom-made aluminum profiles which require significant investments in state-of-the-art technology. During the years ended December 31, 2024, and 2023, we made investments primarily in building and construction, and machinery and equipment in the amounts of $88.9 million, and $87.3 million, respectively.
Capital Resources We transform glass and aluminum into high specification architectural glass and custom-made aluminum profiles which require significant investments in state-of-the-art technology. During the years ended December 31, 2025, and 2024, we made investments primarily in building and construction, and machinery and equipment in the amounts of $75.3 million, and $79.6 million, respectively.
GAAP requires management to make significant estimates and assumptions that affect the assets, liabilities, revenues and expenses, and other related amounts during the periods covered by the financial statements. Management routinely makes judgments and estimates about the effect of matters that are inherently uncertain.
Critical Accounting Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make significant estimates and assumptions that affect the assets, liabilities, revenues and expenses, and other related amounts during the periods covered by the financial statements. Management routinely makes judgments and estimates about the effect of matters that are inherently uncertain.
As a result of the foregoing, the Company recorded net income for the year ended December 31, 2023 of $183.5 million compared to $156.4 million in the year ended December 31, 2022. Cash Flow from Operations, Investing and Financing Activities During the years ended December 31, 2024 and 2023, operating activities generated approximately $170.5 million and $138.8 million, respectively.
As a result of the foregoing, the Company recorded a net income for the year ended December 31, 2024 of $161.3 million compared to $183.5 million for the year ended December 31, 2023. Cash Flow from Operations, Investing and Financing Activities During the years ended December 31, 2025 and 2024, operating activities generated approximately $135.8 million and $170.5 million, respectively.
As a result of the foregoing, the Company recorded a net income for the year ended December 31, 2024 of $161.3 million compared to $183.5 million for the year ended December 31, 2023.
As a result of the foregoing, the Company recorded a net income for the year ended December 31, 2025 of $159.6 million, compared to $161.3 million for the year ended December 31, 2024.
The United States accounted for 96%, and 95% of our combined revenues in 2024 and 2023, respectively, while Colombia accounted for approximately 2.8% and 3.0%, and other Latin-American destinations accounted for approximately 1.7% during both years.
The United States accounted for 94.8%, and 95.5% of our combined revenues in 2025 and 2024, respectively, while Colombia accounted for approximately 3.2% and 2.8%, and other Latin-American destinations accounted for approximately 2.0% and 1.7%, respectively.
Strong sales during 2024 were driven by U.S. commercial and single-family residential market activity. U.S. sales increased $54.8 million, or 6.9%, from $795.1 million in 2023 to $849.9 million in 2024. U.S. Commercial market sales increased $18.1 million, or 3.9%, from $459.7 million in 2023 to $477.8 million in 2024 as we continue to execute on our growing backlog.
U.S. sales increased $54.8 million, or 6.9%, from $795.1 million in 2023 to $849.9 million in 2024. U.S. Commercial market sales increased $18.1 million, or 3.9%, from $459.7 million in 2023 to $477.8 million in 2024 as we continue to execute on our growing backlog.
Comparison of years ended December 31, 2023 and December 31, 2022 Our operating revenue increased $116.7 million, or 16.3%, from $716.6 million in the year ended December 31, 2022 to $833.3 million in the year ended December 31, 2023. Strong sales during 2023 were driven by U.S. commercial and single-family residential market activity.
Comparison of years ended December 31, 2024 and December 31, 2023 Our operating revenue increased $56.9 million, or 6.8%, from $833.3 million in the year ended December 31, 2023, to $890.2 million in the year ended December 31, 2024. Strong sales during 2024 were driven by U.S. commercial and single-family residential market activity.
Recent examples of our high return investments within the last three years include: ● Further automation of window assembly production lines, increasing efficiencies, labor and material waste costs with an estimated reduction of on-site damage by 30%; ● Additional aluminum expansion project to increase capacity by approximately 400 tons/month; ● Further automation of additional glass lines, increasing efficiencies on an end-to-end basis reducing lead times, headcount and on-site damage by approximately 40%; ● Upgrading vacuum magnetron sputter coating machinery which will allow us to coat glass before tempering; ● Automation of two centralized aluminum warehouses for storing, sorting and delivering extrusion matrices and aluminum profiles to our internal production processes that reduce lead times for the assembly of architectural systems and reduce on-site damage to materials; ● Acquiring 1.5 million square feet of land adjacent to our existing facilities for future expansion and for our sport facility complex available to factory employees; ● Establishing new vinyl window assembly lines with annualized capacity of approximately $300 million; and ● Entering the second phase of [expanding] our architectural metal facade plant, which specializes in engineering, designing, and manufacturing tailor-made facades.
Recent examples of our high return investments within the last three years include: ● Further automation of window assembly production lines, increasing efficiencies, labor and material waste costs with an estimated reduction of on-site damage by 30%; ● Additional aluminum expansion project to increase capacity by approximately 400 tons/month; ● Further automation of additional glass lines, increasing efficiencies on an end-to-end basis reducing lead times, headcount and on-site damage by approximately 40%; ● Automation of three centralized aluminum warehouses for storing, sorting and delivering extrusion matrices and aluminum profiles to our internal production processes that reduce lead times for the assembly of architectural systems and reduce on-site damage to materials; one additional warehouse under construction in 2026 ● Acquiring 2.1 million square feet of land adjacent to our existing facilities for future expansion and for our sport facility complex available to factory employees; ● Completed expansion of our architectural metal facade plant, which specializes in engineering, designing, and manufacturing tailor-made facades.
In addition, contract assets and liabilities generated $14.3 million during the year ended December 31, 2024, mostly due to an increase in billings in excess of costs, as main projects are being executed, and large projects from our backlog are starting operations; compared to $13.9 million generated during the year ended December 31, 2023, as we executed on our growing backlog.
Contract assets and liabilities generated $31.4 million during the fiscal year ended December 31, 2025, mostly due to an increase in billings in excess of costs, as large commercial jobs are being executed, and large projects from our backlog are starting operations; compared to $14.3 million generated during the twelve months ended December 31, 2024.
During the year ended December 31, 2024, the main source of cash was operating activities, which generated $170.5 million. 42 As of December 31, 2024, our liquidity position was comprised of $175.0 million available under committed lines of credit, in addition to a cash balance of $134.9 million.
During the year ended December 31, 2025, the main source of cash was operating activities, which generated $135.8 million. 40 As of December 31, 2025, our liquidity position was comprised of $365 million available under committed lines of credit, in addition to a cash balance of $100.9 million.
Headquartered in Barranquilla, Colombia, we operate out of a 5.8 million square foot vertically integrated, state-of-the-art manufacturing complex that provides easy access to North, Central and South America, the Caribbean, and the Pacific. 41 Our glass products include tempered glass, laminated glass, thermo-acoustic glass, curved glass, silk-screened glass, and digital print glass as well as mill finished, anodized, painted aluminum and vinyl profiles, and produces rods, tubes, bars and plates.
Headquartered in Miami, Florida,, the Company maintains its principal manufacturing operations in Colombia and operates out of approximately 6.5 million square foot vertically-integrated, state-of-the-art manufacturing and operational footprint across Colombia and the United States that provides easy access to North, Central and South America, the Caribbean, and the Pacific. 39 Our glass products include tempered glass, laminated glass, thermo-acoustic glass, curved glass, silk-screened glass, and digital print glass as well as mill finished, anodized, painted aluminum and vinyl profiles, and produces rods, tubes, bars and plates.
U.S. single family residential market sales increased $29.0 million, or 9.5%, from $306.4 million in 2022 to $335.4 million in 2023 and accounted for 40.3% of total sales in the year ended December 31, 2023. Sales to Latin-American markets increased $10.0 million, or 35.6%, from $28.2 million in 2022 to $38.2 million in 2023.
U.S. single family residential market sales increased $31.3 million, or 8.4%, from $372.1 million in 2024 to $403.4 million in 2025 and accounted for 41.0% of total sales in the year ended December 31, 2025. Sales to Latin-American markets increased $10.4 million, or 25.8%, from $40.3 million in 2024 to $50.8 million in 2025.
The strong cashflow from operations during the year ended December 31, 2024, was mainly associatedwith our industry leading profitability, and enhanced working capital efforts. The main sources of operating cash during the year ended December 31, 2024, were driven by trade accounts payable, and contract assets and liabilities.
The main sources of operating cash during the year ended December 31, 2025, were contract assets and liabilities, and trade accounts payable and accrued expenses.
During the year ended December 31, 2024, we paid $79.6 million to acquire property plant and equipment, which in combination with $6.4 million acquired under credit or debt, amount to total capital expenditures of $86.0 million. During the year ended December 31, 2023, we used $78.0 million for the acquisition of property and equipment.
The total amount of acquisition-related costs was $588, which are included in the Statement of operations for the period ending December 31, 2025. Additionally, we acquired $9.0 million and $6.4 million of property plant and equipment under credit during the twelve months ended December 31, 2025, and 2024, respectively.
U.S. sales increased $106.7 million, or 15.5%, from $688.4 million in 2022 to $795.1 million in 2023. U.S. Commercial market sales increased $77.7 million, or 20.3%, from $382.0 million in 2022 to $459.7 million in 2023 as we continue to execute on our growing backlog.
Strong sales during 2025 were driven by U.S. commercial and single-family residential market activity. U.S. sales increased $83.0 million, or 9.8%, from $849.9 million in 2024 to $932.9 million in 2025. U.S. Commercial market sales increased $51.7 million, or 10.8%, from $477.8 million in 2024 to $529.5 million in 2025 as we continue to execute on our growing backlog.
Non-operating income is comprised primarily of interest income from short term investments and deposits, rental properties and gains on sale of scrap materials and charges to customers on credit card payments, as well as non-operating expenses related to certain charitable contributions outside of the Company’s direct sphere of influence. 45 Interest expense and deferred cost of financing increased $1.0 million, or 12.5%, to $9.2 million during the year ended December 31, 2023, from $8.2 million during the year ended December 31, 2022, reflecting an increase in floating interest rates while our debt balance remained stable.
Non-operating income for the period is comprised primarily of income from rental properties and gains on sale of scrap materials as well as non-operating expenses related to certain charitable contributions outside of the Company’s direct sphere of influence. 42 During the twelve months ended December 31, 2025, the Company recorded a non-operating net gain of $3.8 million associated with foreign currency transactions, compared to a net loss of $5.7 million during the twelve months ended December 31, 2024.
During the years ended December 31, 2023 and 2022, the Company recorded an income tax provision of $77.9 million and $74.8 million, respectively, reflecting an effective income tax rate of 30.4% and 33.3%, respectively.
During the twelve months ended December 31, 2025, and 2024, the Company recorded non-operating income of $3.1 and $5.9 million, respectively.
Additionally, taxes payable used $3.5 million during the year ended December 31, 2024, resulted from taxes being paid during the period, as the Colombian subsidiaries fully paid their 2023 income tax during the second quarter of 2024. We used $77.3 million and $76.0 million in investing activities during the years ended December 31, 2024, and 2023, respectively.
We used $87.5 million and $77.3 million in investing activities during the twelve months ended December 31, 2025, and 2024, respectively. During the year ended December 31, 2025, we paid $101.3 million to acquire property plant and equipment, which is partially offset by $12.3 million sale of property, plant and equipment.
The main use of cash in investing activities during the year ended December 31, 2024 was related to scheduled payments on previous investments to increase capacity and efficiency as well as new investments in land and equipment.
This included scheduled payments on previous investments to increase capacity and efficiency, as well as $15.0 million of real estate in south Florida.
Removed
According to the U.S Census Bureau, average residential construction spending increased 6.2% in 2024, from $875 billion in 2023, to $930 billion in 2024. Addittionally, single family housing stars increased 6.5% in 2024.
Added
Most recently, on April 3, 2025, we completed the acquisition of certain assets and assume certain liabilities of Continental Glass Systems, LLC, a leading provider of architectural glass and glazing solutions in the Southeast U.S., that included manufacturing equipment, intangibles, and a strong project backlog, enhancing our U.S. presence, customer reach, and supply chain efficiency.
Removed
According to the FMI’s 2025 north American engineering and contruction overview, single family residential construction in the U.S is expected to increase at a compound aunual growth rate of 6% until 2028, highly driven by interest rates buydowns.
Added
According to FMI’s 2025 Building Products Market Overview, annual spending for the residential window and door market is expected to grow at a Compound Annual Growth rate of 6.2%, totaling $340 billion from 2025 to 2029, despite of current macroeconomic challenges of affordability, interest rates, and tariff uncertainties, negatively impacting the U.S. residential market as of 2025.
Removed
Remodeling and reparing activity, Is also expected to trend up over the next years as new home prices remain at all-time high levels. On the other hand, the latest Nonresidential Construction Index (NRCI) score of 56.9, 20% above the previous quarter, reflects improving economic conditions and expanding industry opportunities from the commercial construction market for 2025.
Added
This growth is anticipated to accelerate in 2027 and remain strong through 2029, mainly driven by high demand for energy efficient products such as vinyl. On the other hand, Nonresidential building product spending is expected to experience a total growth of 22% from 2025 to 2029, or a total projected spending of around $260 billion.
Removed
In 2019 we entered into a joint venture agreement with Saint-Gobain, a world leader in the production of float glass, a key component of our manufacturing process, whereby we acquired a 25.8% minority ownership interest in Vidrio Andino, a Colombia-based subsidiary of Saint-Gobain.
Added
Additionally, the latest Nonresidential Construction Index (NRCI) increased from 47.9 in Q4’2025, to 54.5 in Q1’2026, reflecting improved expectations of economic conditions and expanding industry opportunities from the commercial construction market for 2026.
Removed
Income from this investment is recorded using the equity method and is presented within the Consolidated Statement of Operations as a component of non-operating income as the Company is not subject to income tax over this investment.
Added
In April 2025, Tecnoglass acquired certain assets and assumed certain liabilities of Florida-based Continental Glass Systems, LLC. (“Continental”), a premier provider of innovative architectural glass and glazing solutions in the Southeast U.S. This acquisition included a manufacturing plant, various intangibles, and a substantial project backlog in both execution and pipeline phases.
Removed
The joint venture agreement includes plans to build a new plant that will be located approximately 20 miles from our primary manufacturing facility in Barranquilla Colombia, in which we will also have a 25.8% interest.
Added
With annualized revenues of approximately $30 million, Continental’s production capabilities, high-quality product portfolio, and reputation for excellence strengthens Tecnoglass’ U.S. market presence, broadens its client reach, and creates synergies that reinforce Tecnoglass’ leadership position in the architectural glass industry. Additionally, the Company anticipates operational benefits as it integrates Continental’s supply chains into its existing manufacturing operations.
Removed
Gross profit increased $41.5 million, or 11.9%, to $391.0 million during the year ended December 31, 2023, compared with $349.5 million during the year ended December 31, 2022. This resulted in gross profit margin reaching 46.9% during the year ended December 31, 2023, down from 48.8% during the year ended December 31, 2022.
Added
The purchase price for the acquisition was $10,429, of which $6,841 of the purchase price was paid in cash by the Company on April 3, 2025, with the remaining amount to be payable by the Company in cash within 365 days after closing date.
Removed
The 190-basis point decrease in gross margin can be mainly attributable to our revenue mix which included more installation and stand-alone product sales during the current period. Installation and stand-alone product revenues were up 21.4% and 9.5% respectively year over year, weighting down overall gross margin.
Added
These investments across our vertically-integrated operations include further automating our glass and window assembly production lines, adding glass production lines, expanding our aluminum facilities, putting new vinyl windows lines to penetrate this new product segment and purchasing land to grow beyond current installed capacity.
Removed
Additionally, unfavorable currency exchange dynamics impacted our costs denominated in the Colombian Peso against our predominantly US Dollar revenue stream. Operating expenses increased $8.1 million, or 6.6%, from $123.1 million for the year ended December 31, 2022, to $131.2 million for the year ended December 31, 2023.
Added
The Company estimates that current manufacturing operating capacity has reached approximately $1.3 billion which does not account for incremental installation revenue capacity.
Removed
Administrative and selling Personnel expense increased 27%, from $28.1 million in 2022 to $35.7 in 2023, related to a larger operation and ongoing geographical expansion. Additionally, provision for accounts receivable increased $2.2 million, from $0.6 million in 2022 to $2.8 million in 2023.
Added
Gross profit during the twelve months ended December 31, 2025, was $421.4 million, an increase of $41.4 million, or 10.9%, from $380.0 million during the twelve months ended December 31, 2024. The gross profit margin during the twelve months ended December 31, 2025, remained stable at 42.8% from 42.7% during the twelve months of 2024.
Removed
However, as a result of our continued effort to enhance our lean administrative structure and tight cost controls, our operating expenses as a percentage of sales improved from 17.2% in 2022 to 15.7% in 2023. During the years ended December 31, 2023, and 2022, the Company recorded a net non-operating income of $5.1 million and $4.2 million, respectively.
Added
During 2025, pricing action and improved operating leverage, balanced out inflationary pressures on input costs, mostly salary increases set at the beginning of the year, and rising cost of aluminum in part due to our tariff mitigation strategy. Average FX rates remained relatively stable year over year despite some short term volatility.
Removed
During the year ended December 31, 2023, the Company recorded a non-operating gain of $0.7 million associated with foreign currency transactions. Comparatively, the Company recorded a net gain of $2.0 million during the year ended December 31, 2022, within the statement of operations as the Colombian peso appreciated 20.5% during the period.
Added
Operating expenses increased $43.3 million, or 28.3%, from $153.0 million to $196.3 million for the twelve months ended December 31, 2024, and 2025, respectively. The increase was mainly driven by tariffs on imports into the U.S. which generated $19.9 million expense.
Removed
Trade accounts payable generated $14.7 million during the year ended December 31, 2024, mainly as a result of our growing operation, while our days payable outstanding increased only slightly, compared with $17.4 million used during the year ended December 31, 2023.
Added
Additionally, the nominal increase was driven by administrative salary adjustments and higher transportation and commission expenses related to higher revenues.
Removed
The largest use of cash in operating activities was trade accounts receivable, which used $44.4 million in the year ended December 31, 2024, compared with a use of $0.8 million during the prior year period, driven by an increase in pace of large commercial installation jobs during the third and fourth quarter of 2024, which entail longer cash cycles.
Added
During the twelve months ended December 31, 2025, the Company recorded other operating income of $5.6 million mainly related to a gain on the sale of an aircraft and the recognition of a refund related to Employee Retention Credits under government relief programs. There was no comparable income recorded during the previous year period.
Removed
Including assets acquired with debt or supplier credit, total capital expenditures during the period were $87.3 million. Financing activities used $84.5 million and $42.8 million during the year ended December 31, 2024, and 2023, respectively. On April 10, 2024, we paid $2,500 to Incantesimo SAS, related to the acquisition of the remaining 31% equity interest of ES Metals.
Added
In September 2025, the Company entered into a new Senior Secured Credit Facility to replace its prior credit agreement dated November 2021.
Removed
We paid $19.7 million and $16.4 million of dividends to holders of our ordinary shares during the years ended December 31, 2024 and 2023, respectively.
Added
The new facility transitions the Company from a term-loan-plus-revolver structure to a fully committed revolving facility and (i) increases total committed borrowing capacity from $150 million to $500 million, (ii) reduces borrowing costs by approximately 25 basis points, and (iii) extends the initial maturity date by five years to December 2030.
Removed
Additionally, during the year ended December 31, 2024, we used $64.5 million to repay debt from our Senior Secured Line of Credit and other smaller facilities. 46 Off-Balance Sheet Arrangements We did not have any material off-balance sheet arrangements as of December 31, 2024 or 2023. Critical Accounting Estimates The preparation of financial statements in conformity with U.S.
Added
Borrowings under the new facility bear interest at the Secured Overnight Financing Rate (SOFR) with no floor, plus a spread of 1.25%, based on the Company’s net leverage ratio. The effective interest rate for this facility, including deferred issuance costs, is 6.98% as of December 31, 2025.
Added
In connection with the establishment of the new facility, the Company incurred total costs and fees of $2,783 which were capitalized as deferred financing costs. The transaction was accounted for as a debt extinguishment in accordance with ASC 470-50.
Added
As a result, the Company recognized a loss on extinguishment of debt of $1,380, representing the write-off of the remaining unamortized deferred financing costs related to the prior credit facilities and termination costs associated with closing the previous facility.
Added
Interest expense and deferred cost of financing decreased by $0.5 million, or 7.2%, to $6.9 million for the twelve months ended December 31, 2025, primarily reflecting the discontinuation of hedge accounting for the Company’s interest rate swap contracts upon the extinguishment of the prior credit facility and issuance of the new revolving facility.
Added
Following this discontinuation, the periodic settlements and fair value changes of these swaps are now recognized within Interest income (expense), net and deferred cost of financing on the Consolidated Statement of Operations and Comprehensive Income. During the twelve months ended December 31, 2025, the Company recorded a gain of $3.3 million related to derivative financial instruments.
Added
The effective income tax rate of 32.2% and 28.4% for the years ended December 31, 2025 and 2024. Our effective rate generally reflects a blended statutory rate, primarily driven by the 35% corporate tax rate in Colombia, where most of our manufacturing operations are located, and the 21% U.S. federal statutory rate.
Added
The strong cashflow from operations during the year ended December 31, 2025, was mainly associated with our industry leading profitability and effective working capital management, partially offset by incremental input costs and tariff expenses in 2025.
Added
In addition, trade accounts payable and accrued expenses generated $8.1 million during the fiscal year ended December 31, 2025, related to higher payables due to our higher raw material purchases as we procure a stock of U.S. sourced aluminum as part of our tariff mitigation strategy, compared with $14.7 million during the fiscal ended December 31, 2024.
Added
In direct relation to that, the largest use of cash in operating activities was the purchase of inventories, which used $45.1 million during the twelve months ended December 31, 2025, in contrast to $2.9 million used during the prior year period.
Added
Additionally, we spent $6.8 million to acquire certain assets and assume certain liabilities of Continental Glass Systems, LLC, a leading provider of architectural glass and glazing solutions in the Southeast U.S., that included manufacturing equipment, intangibles, and a strong project backlog, enhancing our U.S. presence, customer reach, and supply chain efficiency.
Added
The price of this purchase was $10.4 million, of which $3.6 million remains to be paid in the short term. During the twelve months ended December 31, 2024, we used $79.6 million for the acquisition of property and equipment.
Added
Financing activities reflected gross debt proceeds of $176.0 million and repayments of $114.4 million, primarily related to the replacement of the Company’s prior credit facility with a new $500 million revolving facility in September 2025.
Added
The transaction was accounted for as a debt extinguishment under ASC 470-50, resulting in the recognition of $1.0 million in deferred financing costs associated with the new facility, which extends the maturity to December 2030 and provides increased borrowing capacity and enhanced financial flexibility. 44 Off-Balance Sheet Arrangements We did not have any material off-balance sheet arrangements as of December 31, 2025 or 2024.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

4 edited+0 added−0 removed9 unchanged
Biggest changeHowever, following recent repayments we made oin our debt in 2024, only an immaterial portion of our debt is exposed to market risk, net of the effect from interest rate hedging derivative financial instruments further described in the footnotes to the financial statements, and fluctuations in interest rates would not have a significant impact on our cost of financing. 47 We are subject to market risk due to changes in the value of foreign currencies in relation to our reporting currency, the U.S.
Biggest changeHowever, following recent repayments in 2024 only an immaterial portion of our debt is exposed to market risk, net of the effect from interest rate hedging derivative financial instruments further described in the footnotes to the financial statements, and fluctuations in interest rates would not have a significant impact on our cost of financing. 45 We are subject to market risk due to changes in the value of foreign currencies in relation to our reporting currency, the U.S.
Dollar. Some of our subsidiaries’ operations are based in Colombia, and primarily transact business in local currency. Approximately 2.8% of our consolidated revenues and 25% of our costs and expenses are effectively incurred in Colombian pesos, thereby mitigating some of the risk associated with changes in foreign exchange rates.
Dollar. Some of our subsidiaries’ operations are based in Colombia and primarily transact business in local currency. Approximately 3.2% of our consolidated revenues and 25% of our costs and expenses are effectively incurred in Colombian pesos, thereby mitigating some of the risk associated with changes in foreign exchange rates.
Dollar denominated monetary liabilities exceed their monetary assets by $11.6 million, such that a 1% devaluation of the Colombian peso will result in a loss of $0.1 million recorded in the Company’s Consolidated Statement of Operations as of December 31, 2024. Additionally, the results of the foreign subsidiaries must be translated into U.S.
Dollar denominated monetary liabilities exceed their monetary assets by $43.9 million, such that a 1% devaluation of the Colombian peso will result in a loss of $0.4 million recorded in the Company’s Consolidated Statement of Operations as of December 31, 2025. Additionally, the results of the foreign subsidiaries must be translated into U.S.
Dollar would result in our annual revenues increasing by $1.3 million and our costs and expenses increasing by approximately $9.6 million, resulting in a $8.3 million decrease to net earnings based on results for the twelve months ended December 31, 2024. Similarly, a significant portion of the monetary assets and liabilities of these subsidiaries are generally denominated in U.S.
Dollar would result in our annual revenues increasing by $1.7 million and our costs and expenses increasing by approximately $11.1 million, resulting in a $9.4 million decrease to net earnings based on results for the twelve months ended December 31, 2025. Similarly, a significant portion of the monetary assets and liabilities of these subsidiaries are generally denominated in U.S.

Other TGLS 10-K year-over-year comparisons