What changed in this filing

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Item 1A. Risk Factors

2026-04-24 compared with 2025-04-24 · 49 added, 70 removed, 113 unchanged (51% of the section changed)

Our business faces many risks.

Our businesses face many risks.

Any of the risks discussed below, or elsewhere in this Form 10-K or our other filings with the Securities and Exchange Commission, could have a material adverse impact on our business, financial condition or operating results.

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North American and global economic and industry-related business conditions materially adversely affect our sales and results of operations

Architectural Metals, Architectural Services, Architectural Glass, and a portion of our Performance Surfaces Segment are influenced by North American economic conditions and the cyclical nature of the North American non-residential construction industry.

Our Architectural Metals, Architectural Services, Architectural Glass Segments, and a portion of our Performance Surfaces Segment are influenced by North American economic conditions and the cyclical nature of the North American non-residential construction industry.

The non-residential construction industry is impacted by macroeconomic trends, such as availability of credit, employment levels, consumer confidence, interest rates and commodity prices.

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This industry is heavily influenced by consumer confidence and the conditions of the U.S.

decline in consumer confidence, whether as a result of an economic slowdown, uncertainty regarding the future or other factors, could materially and adversely reflect the operating results of the segment.

A decline in consumer confidence, whether as a result of an economic slowdown, uncertainty regarding the future or other factors, could materially and adversely reflect the operating results of the segment.

Global instability and uncertainty arising from events outside of our control, such as significant natural disasters, political crises, public health crises, and/or other catastrophic events could materially adversely affect our results of operations

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Changes in our competitors' products, prices or services could negatively impact our share of demand and our operating results.

Our customer concentration in the Performance Surfaces Segment creates a significant risk for product sale declines

The Performance Surfaces Segment is highly dependent on a relatively small number of customers for its sales, while working to grow in new markets and with new customers.

Accordingly, loss of a significant customer, or a significant reduction in pricing for one or more of those customers could materially reduce the segment's operating results.

Strategic Risks

We could be unable to effectively manage and implement our enterprise strategy, which could have a material adverse effect on our business, financial condition, and results of operations

Our strategy includes differentiating our product and service offerings, shifting our business mix toward higher growth and operating margin products and services, driving higher return on invested capital performance, and moving to a more centralized operating model.

Execution of this strategy require additional investments of time and resources and could fail to achieve the desired results.

For example, we may be unable to increase our sales and earnings by differentiating our product and service offerings in a cost-effective manner.

We may fail to accurately predict future customer needs and preferences, and thus focus on the wrong business mix.

Our centralized operating system may not produce the desired operating efficiencies.

Our strategy includes accelerating leadership in targeted markets by deepening customer insight, aligning capabilities and investments around customer needs, and strengthening competitive differentiation for disciplined portfolio growth and to drive consistent execution, enhance customer value, and position the Company for sustainable, growth‑oriented performance.

Execution of this strategy requires additional investments of time and resources and could fail to achieve the desired results.

For example, we may be unable to increase our sales and earnings by strengthening competitive differentiation of our product and service offerings.

We may fail to accurately predict future customer needs and preferences, and thus focus on the wrong core capabilities.

Risks related to acquisitions, divestitures and restructuring programs could adversely affect our operating results

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We frequently evaluate our brand and product portfolios and may consider acquisitions that complement our business or divestitures of businesses that we no longer believe to be an appropriate strategic fit.

As we consider and execute acquisitions, we may incur risks in integrating operations, technologies, products, and employees;

we may fail to realize expected revenue growth and cost synergies from integration initiatives;

we would likely increase debt levels to finance an acquisition;

we may not fully anticipate changes in cash flows or other market-based assumptions or conditions that cause the value of acquired assets to fall below book value, requiring impairment of intangible assets including goodwill;

we may identify contingent liabilities subsequent to closing an acquisition;

and we may be entering markets in which we have no or limited experience.

As we consider and execute future divestitures, we may be exposed to risks associated with our ability to find appropriate buyers;

As we consider and execute acquisitions, we may incur the following risks, among others:

difficulties with integrating operations, technologies, products, and employees;

failing to realize expected revenue growth and cost synergies from integration initiatives;

increasing debt levels to finance an acquisition;

failing to fully anticipate changes in cash flows or other market-based assumptions or conditions that cause the value of acquired assets to fall below book value, requiring impairment of intangible assets including goodwill;

identifying contingent liabilities subsequent to closing an acquisition;

and entering markets in which we have no or limited experience.

As we consider and execute future divestitures, we may be exposed to the following risks, among others:

inability to find appropriate buyers;

difficulties in executing transactions on favorable terms;

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incur write-offs and impairment charges;

and we may have challenges effectively managing any transition service arrangements.

As we consider and execute restructuring plans, we may be exposed to risks associated with successfully completing the initiative in a timely manner, or at all;

advancing our business strategy as expected;

accurately predicting costs;

realizing anticipated cost savings, efficiencies, synergies, financial targets and other benefits;

and we may experience the loss of key employees and/or reduced employee morale and productivity.

and challenges effectively managing any transition service arrangements.

As we consider and execute restructuring plans, we may be exposed to the following risks, among others:

failure to successfully complete the initiative in a timely manner, or at all;

not advancing our business strategy as expected;

not accurately predicting costs;

not realizing anticipated cost savings, efficiencies, synergies, financial targets and other benefits;

and the loss of key employees and/or reduced employee morale and productivity.

Any acquisition, divestiture or restructuring plan, if not favorably executed by management, could have a material adverse effect on our operating results and/or financial condition.

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Loss of key personnel and inability to source sufficient labor could adversely affect our operating results

The loss of our CEO or any of our key senior executives could have a material adverse effect on our business, operating results and financial condition, particularly if we are unable to hire and integrate suitable replacements on a timely basis.

Further, as our business evolves, we may have changes in our senior management team.

If we are unable to attract or retain the right individuals for the team, it could hinder our ability to efficiently execute our business, and could disrupt our operations or otherwise have a material adverse effect on our business.

Additionally, an important aspect of our success depends on the skills of construction project managers and other key technical personnel, and our ability to secure sufficient manufacturing and installation labor.

An important aspect of our success depends on the skills of Company leadership, construction project managers and other key technical personnel, and our ability to secure sufficient manufacturing and installation labor.

In recent years, low U.S.

unemployment has caused increased competition for experienced construction project managers and other labor.

If we are unable to retain existing employees, provide a safe and healthy working environment, and/or recruit and train additional employees with the requisite skills and experience, our operating results could be adversely impacted.

unable to retain existing employees and/or recruit and train additional employees with the requisite skills and experience, our operating results could be adversely impacted.

If we are unable to manage our supply and distribution chains effectively our results of operations will be negatively affected

Our Architectural Metal and Architectural Services Segments use aluminum as a significant input to their products.

Our operating results in those two segments could be negatively impacted by supply chain disruptions and adverse price movements in the market for raw aluminum.

Our operating results in those two segments could continue to be negatively impacted by supply chain disruptions and adverse price movements in the market for raw aluminum.

In recent years, we have seen increased volatility in the price of aluminum that we purchase from both domestic and international sources.

Due to our Architectural Metals and Architectural Services Segments presence in Canada, we have significant cross-border activity, as our Canadian businesses purchase inputs from U.S.-based suppliers and sell to U.S.-based customers.

A significant change in U.S.

Due to our Architectural Metals and presence in Canada, we have cross-border activity, as our Canadian businesses purchase inputs from U.S.-based suppliers and sell to U.S.-based customers.

Continued significant changes in U.S.

trade policy with Canada could, therefore, have an adverse impact on our operating results.

Our Architectural Glass and Performance Surfaces Segments use raw glass as a significant input to their products.

Increases in demand for raw glass may lead to lower supply or higher costs to acquire.

Failure to acquire a sufficient supply of raw glass on terms as favorable as current terms could negatively impact our operating results.

Our Architectural Glass and Performance Surfaces Segments use float glass as a significant input to their products.

Increases in demand for float glass may lead to lower supply or higher costs to acquire.

Failure to acquire a sufficient supply of float glass on terms as favorable as current terms could negatively impact our operating results.

Our suppliers are subject to the fluctuations in general economic cycles.

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Any one or more of such issues could result in losses on individual contracts that could negatively impact our operating results.

Difficulties in maintaining our information technology systems, and potential cybersecurity threats, could negatively affect our operating results and/or our reputation

Our operations are dependent upon various information technology systems that are used to process, transmit and store electronic information and data, and to manage or support our manufacturing operations and a variety of other business processes and activities, some of which are managed by third parties.

We could encounter difficulties in maintaining our existing systems, developing and implementing new systems, or integrating information technology systems across our business units.

Such difficulties could lead to disruption in business operations and/or significant additional expenses that could adversely affect our results.

Additionally, our information technology and Internet based systems, and those of our third-party service providers, are subject to disruption and data loss due to natural disasters, power losses, unauthorized access, telecommunication failures and cyber-attacks of increasing frequency and sophistication.

These systems have in the past been, and may in the future be, subject to cyber-attacks and other attempts to gain unauthorized access, breach, damage, disrupt or otherwise compromise such systems, none of which have been material to us in the last three fiscal years.

The occurrence of any of these events could adversely affect our reputation and could result in the compromise of confidential information, litigation, manipulation and loss of data and intellectual property, regulatory action, production downtimes, disruption in availability of financial data, misrepresentation of information via digital media, and increased costs and operational consequences of implementing further data protection systems.

Our security measures may also be breached in the future as a result of employee error, failure to implement appropriate processes and procedures, advances in computer and software capabilities and encryption technology, new tools and discoveries, malfeasance, third-party action, including cyber-attacks or other international misconduct by computer hackers or otherwise.

Additionally, we may have heightened cybersecurity, information security and operational risks as a result of work-from-home arrangements.

Our workforce operates with a combination of remote work and flexible work schedules opening us up for cybersecurity threats and potential breaches as a result of increased employee usage of networks other than company-managed networks.

This could result in one or more third-parties obtaining unauthorized access to our customer or supplier data or our internal data, including personally identifiable information, intellectual property and other confidential business information.

Third-parties may also attempt to fraudulently induce employees into disclosing sensitive information such as user names, passwords or other information in order to gain access to customer or supplier data or our internal data, including intellectual property, financial, and other confidential business information.

We believe our mitigation measures reduce, but cannot eliminate, the risk of a cyber incident;

however, there can be no assurance that our existing and planned precautions of backup systems, regular data backups, security protocols and other procedures will be adequate to prevent significant damage, system failure or data loss and the same is true for our partners, vendors and other third parties on which we rely.

While we maintain cybersecurity insurance, the costs related to cybersecurity threats or disruptions may not be fully insured.

Because techniques used to obtain unauthorized access or sabotage systems change frequently and generally are not identified until they are launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative or mitigation measures.

Though it is difficult to determine what harm may directly result from any specific interruption or breach, any failure to maintain performance, reliability, security and availability of our network infrastructure or otherwise maintain the confidentiality, security, and integrity of data that we store or otherwise maintain on behalf of third-parties may harm our reputation and our employee and customer relationships.

If such unauthorized disclosure or access does occur, we may be required to notify our customers, employees or those persons whose information was improperly used, disclosed or accessed.

We may also be subject to claims of breach of contract for such use or disclosure, investigation and penalties by regulatory authorities and potential claims by persons whose information was improperly used or disclosed.

We could also become the subject of regulatory action or litigation from our customers, employees, suppliers, service providers, and shareholders, which could damage our reputation, require significant expenditures of capital and other resources, and cause us to lose business.

Additionally, an unauthorized disclosure or use of information could cause interruptions in our operations and might require us to spend significant management time and other resources investigating the event and dealing with local and federal law enforcement.

Regardless of the merits and ultimate outcome of these matters, we may be required to devote time and expense to their resolution.

In addition, the number of data security incidents has increased regulatory and industry focus on security requirements and heightened data security industry practices.

New regulation, evolving industry standards, and the interpretation of both, may cause us to incur additional expense in complying with any new data security requirements.

As a result, the failure to maintain the integrity of and protect customer or supplier data or our confidential internal data could have a material adverse effect on our business, operating results and financial condition.

Information technology failures and cybersecurity threats could adversely affect our operations and/or our reputation

We rely on information technology systems, some of which are managed by third parties, to process, transmit, and store electronic information and to support critical business processes, including our manufacturing operations, financial systems, and data availability across the enterprise.

The reliability and availability of these systems are essential to maintaining efficient operations and timely, accurate financial reporting.

Disruptions to these systems—whether caused by cyber‑attacks, unauthorized access, system failures, human error, or third‑party service provider issues—could result in operational downtime, production disruptions, loss or unavailability of critical data, and increased costs, which could adversely affect our business and results of operations.

Our systems have in the past been, and may in the future be, subject to cyber‑attacks and other attempts to breach, damage, disrupt, or otherwise compromise our information technology infrastructure, none of which have been material to us in the last three fiscal years.

Cyber threats continue to evolve in frequency and sophistication, including through the use of emerging technologies such as advanced forms of artificial intelligence.

In addition, employee error, social engineering, and the use of non‑company‑managed networks in connection with remote or flexible work arrangements may increase the risk of unauthorized access to our systems or data.

A significant cybersecurity incident could lead to the compromise or loss of confidential business information, intellectual property, or personal data, disruption of manufacturing or financial operations, misstatement or unavailability of financial data, reputational harm, regulatory investigations, litigation, and the imposition of fines or penalties under applicable data privacy and security laws.

We are subject to numerous cybersecurity, data protection, and privacy requirements imposed by law, regulation, and contract, and changes in these requirements—including regulations governing artificial intelligence and machine learning—could increase our compliance costs or otherwise adversely affect our business.

While we maintain security measures and controls designed to reduce cybersecurity risks, including certain preventative and recovery measures and reliance on third‑party safeguards, these measures may not be effective in preventing all incidents.

Any failure to maintain the confidentiality, integrity, security, and availability of our information technology systems or the data they process could materially adversely affect our business, operating results, and financial condition.

Legislative, Regulatory and Tax Risks

Changes in trade policies may result in increased costs and could adversely affect our operating results

The impact of geopolitical tensions, including the potential implementation of more restrictive trade policies, higher tariffs or the renegotiation of existing trade agreements in the U.S.

The impact of geopolitical tensions, including the effects of changing trade policies and tariffs in the U.S.

or countries where we sell our products and services or procure products, could have a material adverse effect on our business.

In particular, political or trade disputes, or future phases of trade negotiations with Canada that could lead to the imposition of tariffs or other trade actions could require us to take action to mitigate those effects.

We may be unable to pass through additional tariff costs to our customers through price increases, and may be unable to secure adequate alternative sources of supply.

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Violations of legal and regulatory compliance requirements, including environmental laws, and changes in existing legal and regulatory requirements, may have a negative impact on our business and results of operations

We are subject to a legal and regulatory framework imposed under federal and state laws and regulatory agencies, including

laws and regulations that apply specifically to U.S.

We are subject to a legal and regulatory framework imposed under federal and state laws and regulatory agencies, including laws and regulations that apply specifically to U.S.

public companies and laws and regulations applicable to our manufacturing and construction site operations.

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No assurance can be given that coverage under insurance policies, if applicable, will be adequate to cover future product liability claims against us.

If we are unable to recover on insurance claims, in whole or in part, or if we exhaust our available insurance coverage at some point in the future, then we might be forced to expend our own funds on legal fees and settlement or judgment costs, which could negatively impact our profitability, results of operations, cash flows and financial condition.

If we are unable to recover on insurance claims including through self insurance coverages, in whole or in part, or if we exhaust our available insurance coverage at some point in the future, then we might be forced to expend our own funds on legal fees and settlement or judgment costs, which could negatively impact our profitability, results of operations, cash flows and financial condition.

Our judgments regarding the accounting for tax positions and the resolution of tax disputes, as well as any changes in tax legislation may impact our net earnings and cash flow

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In cases where audits are conducted and issues are raised, a number of years may elapse before such issues are finally resolved.

Unfavorable resolution of any tax matter could increase the effective tax rate, which could have an adverse effect on our operating results and cash flow.

Unfavorable resolution of any tax matter could increase the

effective tax rate, which could have an adverse effect on our operating results and cash flow.

The impact of future tax legislation in the U.S.

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The assessment of impairment involves significant judgment and projections about future performance.

Based on our annual impairment valuation analysis performed in the fourth quarter of fiscal 2025, we incurred $7.6 million of pre-tax impairment charges related to indefinite-lived intangibles in the Architectural Metals Segment as a result of strategic branding changes.

Additionally, as a result of a publicly announced restructuring plan in the fourth quarter of fiscal 2024, we incurred $6.2 million of pre-tax impairment charges related to property, plant and equipment and operating lease right-of-use assets.

The discounted cash flow projections and revenue projections used in our annual impairment valuation analysis are dependent upon achieving forecasted levels of revenue and profitability.

The revenue and cash flow projections used in our annual impairment valuation analysis are dependent upon achieving forecasted levels of revenue and profitability.

If revenue or profitability were to fall below forecasted levels, or if market conditions were to decline in a material or sustained manner, impairment could be indicated and we could incur a non-cash impairment expense that would negatively impact our financial condition and results of operations.

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These factors could materially adversely affect our liquidity, costs of borrowing and our ability to pursue business opportunities or grow our business.

We may also assume or incur additional debt, including secured debt, in the future in connection with, or to fund, future acquisitions or for other operating needs.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors