Tecnoglass Completes Jurisdiction Change to Florida With Name Amendment Following State Requirement

Completion of Cayman Islands to Florida Reincorporation

Tecnoglass Inc. has successfully completed its change of jurisdiction of incorporation from the Cayman Islands to the State of Florida, as disclosed in an amended report filed July 20, 2026. The reincorporation occurred through a continuation transaction under Section 206 of the Companies Act of the Cayman Islands and Section 607.11920 of the Florida Business Corporation Act. The company's board and management had previously announced this structural shift, which became effective on July 7, 2026, when the initial Articles of Incorporation were filed with Florida state authorities.

This reincorporation represents a significant administrative transformation for the Miami-based holding company that operates in the architectural glass and aluminum framing systems industry. By relocating its state of incorporation from an offshore jurisdiction to Florida, where the company already maintains its principal executive offices at 3550 NW 49th Street in Miami, the organization streamlined its corporate structure. The continuation process is a legal mechanism that allows companies to transfer their incorporation while maintaining business continuity and shareholder rights without requiring a formal merger or reorganization that would typically necessitate additional shareholder approval or regulatory filings.

Name Change Requirement and Corrected Articles of Incorporation

The company disclosed that Florida state authorities imposed a requirement to change the corporate name during the filing process. Although the original Articles of Incorporation were submitted on July 7, 2026, an administrative issue identified by the State of Florida necessitated a name modification. To address this state-level requirement, a corrected copy of the Articles of Incorporation was prepared and filed on July 14, 2026, formally changing the company's registered name from Tecnoglass Inc. to Tecnoglass Holdings Inc.

The corrected Articles of Incorporation were attached as Exhibit 3.1 to the amended disclosure report. According to the filing, this name change was the only modification made to the Articles of Incorporation relative to the version previously filed. All other provisions, governance structures, and operational terms contained in the original articles remain unchanged. The company confirmed that no substantive alterations were made to the document beyond the name change required to satisfy state administrative procedures, preserving the integrity of the previously announced continuation structure.

Continued NYSE Trading and CUSIP Number Stability

The company's common stock listing on the New York Stock Exchange remains unaffected by the reincorporation and name change. The trading symbol TGLS continues unchanged, ensuring that existing shareholders and market participants can maintain seamless trading activity without disruption. Similarly, the CUSIP number associated with the company's common shares, identified as 87877F103 in the filing, has not been modified and will remain the same going forward.

The new corporate name, Tecnoglass Holdings Inc., will become effective on the New York Stock Exchange on July 31, 2026, allowing a transition period for market systems and trading platforms to implement the name change in their records. This staged implementation approach is standard practice for exchange-listed companies undergoing name changes, providing sufficient time for data distribution networks, broker systems, and investor platforms to update their databases and communications. Until the July 31 effective date, market participants may continue to reference either the original or new corporate name interchangeably in regulatory and trading contexts.

No Substantive Changes to Corporate Governance or Operations

The disclosure emphasizes that the amendment to the current report does not modify or update any substantive disclosures contained in the original Form 8-K filed on July 7, 2026, other than the corrected Articles of Incorporation. The company stated that no events occurring after the filing of the original report are reflected in the amendment, and that the amendment should be read in conjunction with the original current report and all other filings the company has made with the Securities and Exchange Commission.

Investors reviewing this update should understand that the continuation and name change are administrative and structural in nature, with no operational, financial, or strategic changes to the company's business model or market position. Tecnoglass Holdings Inc. continues to operate its existing business segments and maintains all previously announced corporate initiatives. The reincorporation does not affect shareholder rights, voting structures, dividend policies, or outstanding share counts. The filing suggests that this corporate reorganization was undertaken for administrative efficiency and regulatory compliance rather than to implement changes in business direction.

Business Description and Operational Context

Tecnoglass operates as a holding company in the architectural glass and aluminum framing systems industry, serving both commercial and residential construction markets. The company manufactures and distributes high-performance glass products and framing solutions used in building facades, windows, and interior partitioning systems. With manufacturing operations located in Barranquilla, Colombia, and corporate headquarters in Miami, Florida, Tecnoglass maintains a geographically diversified operational footprint serving North American and international markets.

The company's principal products include insulated glass units, tempered glass panels, and aluminum frame systems designed for energy efficiency and aesthetic performance in modern building construction. Tecnoglass generates revenue through direct sales to glass distributors, architectural firms, and construction contractors, as well as through supply relationships with major building material suppliers. The company's business model emphasizes manufacturing scale, product quality, and service delivery to the commercial construction sector, which represents a significant revenue driver for the organization.

Jurisdictional Change Rationale and Florida Incorporation Benefits

The transition from Cayman Islands incorporation to Florida incorporation reflects a strategic shift toward greater regulatory transparency and alignment with the company's operational headquarters and shareholder base. Delaware and Florida incorporation structures are common among U.S.-traded companies due to established case law, predictable regulatory environments, and familiarity among institutional investors. By relocating incorporation to Florida, where its principal executive offices already operate, Tecnoglass reduced the administrative complexity of maintaining a Cayman Islands structure while conducting business primarily from the United States.

Florida incorporation provides access to well-developed corporate law frameworks and may simplify communications with the Securities and Exchange Commission and stock exchange regulators. The company likely anticipated that U.S.-based incorporation would facilitate investor relations efforts, reduce potential questions from institutional shareholders regarding offshore structures, and streamline corporate governance documentation. This type of reincorporation is typically driven by practical considerations around shareholder engagement, regulatory compliance, and administrative efficiency rather than tax or asset protection objectives.

Shareholder Communication and Regulatory Filing Timeline

The company disclosed the continuation effective July 7, 2026, with the original current report filed the same day. Following identification of the administrative naming issue by Florida state authorities, the company promptly filed corrected Articles of Incorporation on July 14, 2026, and subsequently amended its disclosure report on July 20, 2026. This sequential filing timeline demonstrates the company's responsiveness to state administrative requirements and commitment to maintaining accurate regulatory documentation with the Securities and Exchange Commission.

The amended disclosure report was necessary because the original July 7 filing contained Articles of Incorporation that did not reflect the final state-approved documents. By filing the amendment, the company ensured that regulatory authorities and investors have access to the correct and officially endorsed Articles of Incorporation incorporating the required name change. The filing structure allowed the company to maintain the original announcement date while providing clarity on the final documentation status once state approval was obtained.

Forward-Looking Considerations and Investor Attention Points

The company included standard forward-looking statement disclosures in the report, acknowledging that actual results may differ from anticipated outcomes due to various important factors. The filing references the company's most recent Annual Report on Form 10-K and quarterly reports on Form 10-Q for comprehensive discussions of risk factors relevant to the organization. Investors seeking detailed information about operational risks, market conditions, competitive dynamics, and financial performance drivers should review these annual and quarterly updates.

Market participants should note that the effective date of the name change on the New York Stock Exchange is July 31, 2026. Investors holding shares should verify that their brokerage systems have updated the company name in their accounts by that date to avoid any confusion in statements or trading records. While the ticker symbol and CUSIP number remain stable, ensuring clarity regarding the official company name is important for accurate portfolio tracking and regulatory compliance among institutional shareholders and fund managers.