What changed in this filing

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Item 9A. Controls and Procedures

2026-02-26 compared with 2025-02-27 · 27 added, 23 removed, 254 unchanged (16% of the section changed)

6 unchanged sentences

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures, as of the end of the period covered by this Annual Report on Form 10-K, were effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Consistent with guidance issued by the SEC that an assessment of internal controls over financial reporting of a recently acquired business may be omitted from management’s evaluation of disclosure controls and procedures, management is excluding an assessment of such internal controls of 2-10 HBW from its evaluation of the effectiveness of our disclosure controls and procedures.

We acquired 2-10 HBW on December 19, 2024.

2-10 HBW represented approximately 45% of our consolidated total assets and 0.3% of our consolidated total revenues as of and for the year ended December 31, 2024.

Management’s Annual Report on Internal Control Over Financial Reporting

5 unchanged sentences

Management based its assessment on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

Consistent with guidance issued by the SEC that an assessment of a recently acquired business may be omitted from management's report on internal control over financial reporting in the year of acquisition, management excluded an assessment of the effectiveness of our internal control over financial reporting related to 2-10 HBW as described above.

Based on this assessment, management has concluded that our internal control over financial reporting was effective as of December 31, 2025.

3 unchanged sentences

OTHE R INFORMATION

On November 6, 2025 , William C.

Cobb , our Chief Executive Officer and Chairman of the Board of Directors , terminated a “Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K, which was adopted on August 7, 2025.

No sales were made pursuant to the plan prior to termination.

As disclosed in our quarterly report for the quarter ending September 30, 2025 filed with the SEC on November 5, 2025, Mr.

Cobb’s trading plan was intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and provided for an aggregate sale of up to 191,036 shares of the Company’s Common Stock that Mr.

Cobb has an option to purchase.

Cobb’s trading plan would have provided for sales from November 7, 2025 to August 7, 2026 , subject to early termination if all transactions under the trading plan were completed or upon certain specified events set forth therein.

DISCLOSURE REGARDIN G FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

59 unchanged sentences

2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to Frontdoor’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019).

Form of Performance Share Grant Notice under the Frontdoor, Inc.

2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 to Frontdoor’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019).

Form of Non-Qualified Stock Option Agreement under the Frontdoor, Inc.

Omnibus Plan, effective March 2025 (incorporated by reference to Exhibit 10.1 to Frontdoor’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025).

Frontdoor, Inc.

21 unchanged sentences

Omnibus Incentive Plan, effective March 2024 (incorporated by reference to Exhibit 10.2 to Frontdoor’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024).

Separation and Transition Agreement between Frontdoor, Inc.

and Jessica Ross, dated as of November 3, 2025.

Offer Letter dated May 21, 2025, from Frontdoor, Inc.

to Balakrishnan Ganesh (incorporated by reference to Exhibit 10.1 to Frontdoor’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025).

Form of Performance Share Grant Notice under the Frontdoor, Inc.

2018 Omnibus Incentive Plan, effective March 2025.

Frontdoor, Inc.

26 unchanged sentences

February 26, 2026

/s/ Jessica P.

Senior Vice President and Chief Financial Officer

1 unchanged sentence

February 26, 2026

/s/ Chastitie S.

Vice President, Chief Accounting Officer and Controller

4 unchanged sentences

February 26, 2026

February 27, 2025

/s/ Christopher L.

1 unchanged sentence

February 26, 2026

/s/ Balakrishnan A.

Balakrishnan A.

February 26, 2026

February 27, 2025

[ Signature Page to the Annual Report on Form 10-K ]

26 unchanged sentences

Investments in subsidiaries

Deferred tax assets, net

Liabilities and Shareholders' Equity:

Current Liabilities:

Accounts payable

Accrued liabilities:

Income taxes payable

Other accrued liabilities

18 unchanged sentences

Business acquisitions, net of cash acquired

Net Cash Used for Investing Activities

Net Cash Provided from (Used for) Investing Activities

Cash Flows from Financing Activities:

22 unchanged sentences

On June 17, 2021, we entered into the Credit Agreement, which provided for a $ 260 million Prior Term Loan A maturing June 17, 2026 , a $ 380 million Prior Term Loan B maturing June 17, 2028 and a $ 250 million Prior Revolving Credit Facility terminating June 17, 2026 .

On March 8, 2023, in connection with the planned phase-out of LIBOR, we entered into the first amendment to the Credit Agreement for the purpose of replacing LIBOR with SOFR as the benchmark rate under the Credit Agreement.

This change was effective in March 2023 for the Prior Term Loan A and the Prior Revolving Credit Facility and effective in June 2023 for the Prior Term Loan B.

On December 19, 2024, we entered into the second amendment to the Credit Agreement, which provides for a $ 418 million Amended Term Loan A maturing December 31, 2029 , a $ 800 million Amended Term Loan B maturing December 31, 2031 and a $ 250 million Amended Revolving Credit Facility terminating December 31, 2029 .

5 unchanged sentences

For further information on the Parent Company’s financing transactions, see Note 12 to the audited consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.

On December 19, 2024 , we completed the acquisition of all of the issued and outstanding common stock of 2-10 HBW pursuant to a purchase agreement dated June 3, 2024 for aggregate cash consideration of $ 585 million, subject to certain customary adjustments based on, among other things, the amount of cash, debt, transaction expenses, working capital and regulatory capital in the business of 2-10 HBW as of the closing of the transaction.

2-10 HBW is a leading provider of new home structural warranties that provide home builders insurance-backed coverage and/or administrative services for workmanship, systems and/or structural failures.

On December 19, 2024 , we completed the acquisition of all of the issued and outstanding common stock of 2-10 HBW pursuant to a purchase agreement dated June 3, 2024 for aggregate cash consideration of $ 585 million, subject to certain customary adjustments including the amount of cash acquired, debt, seller transaction expenses, working capital and regulatory capital in the business of 2-10 HBW.

Following the settlement of all contractual adjustments, the aggregate cash consideration paid was $ 580 million.

2-10 HBW is a leading provider of new home builder warranties that provide home builders insurance-backed coverage and/or administrative services for workmanship, systems and/or structural failures.

2-10 HBW is also a provider of home warranties.

4 unchanged sentences

Settlement of amounts due to subsidiaries

Dividend to subsidiaries

Dividend from subsidiaries

Share Repurchase Program

On July 26, 2024 , our Board of Directors approved a new share repurchase authorization of up to $ 650 million of our common stock over the three-year period from September 4, 2024 through September 4, 2027.

Purchases under this new $ 650 million repurchase program may be made from time to time by the company in the open market at prevailing market prices (including through a Rule 10b5-1 Plan), in privately negotiated transactions, or through any combination of these methods, through September 4, 2027.

Purchases under this new repurchase program may be made from time to time by the company in the open market at prevailing market prices (including through a Rule 10b5-1 Plan), in privately negotiated transactions, or through any combination of these methods, through September 4, 2027.

The actual timing, number, manner and value of any shares repurchased will depend on several factors, including the market price of the company’s stock, general market and economic conditions, the company’s liquidity requirements, applicable legal requirements and other business considerations.

The repurchase program does not obligate us to acquire any number of shares in any specific period or at all and may be suspended or discontinued at any time at our discretion.

As of December 31, 2024, we repurchased a total of 709,077 outstanding shares at an aggregate cost of $ 41 million, which is included in treasury stock on the accompanying consolidated statements of financial position.

On September 3,2024, our previous repurchase authorization of up to $ 400 million expired.

We repurchased a total of 11,319,091 outstanding shares at an aggregate cost of $ 400 million under this previous program, which is included in treasury stock on the accompanying condensed consolidated statements of financial position.

The repurchase program does not obligate us to acquire any number of shares in any specific period or at all and may be suspended or discontinued at any time at our discretio n.

We repurchased a total of 5,402,120 outstanding shares at an aggregate cost of $ 280 million, which is included in treasury stock on the accompanying consolidated statements of financial position.

As of December 31, 2025 , we had $ 329 million remaining available for future repurchases under this program.

For further information on the Parent Company’s share repurchases, see Note 20 to the audited consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.

18 unchanged sentences

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 9A. Controls and Procedures