What changed in this filing

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Item 1A. Risk Factors

2026-02-23 compared with 2025-02-20 · 96 added, 122 removed, 338 unchanged (39% of the section changed)

19 unchanged sentences

• the effects of governmental regulation and initiatives to manage economic conditions;

• armed conflicts, acts of terrorism or civil unrest;

• geographical shifts in population and other changes in demographics;

• changes in weather patterns and extreme weather events.

While cyclicity in our new residential and non-residential construction end markets is moderated to a certain extent by R&R activity, much R&R spending is discretionary and can be deferred or postponed entirely when economic conditions are poor.

R&R spending is discretionary and can be deferred or postponed entirely when economic conditions are poor.

We have experienced sales declines in all our end markets during recent economic downturns.

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Our top ten customers together accounted for approximately 48%, 46%, and 43% of our net revenues in the years ended December 31, 2025, 2024, and 2023, respectively.

The Home Depot, a customer of our North America segment, represented 16%, 15%, and 16% of our consolidated net revenues during the years ended December 31, 2024, 2023 and 2022, respectively.

Lowe’s Companies, another customer of our North America segment, represented 12%, 11%, and 11% of our consolidated net revenues during the years ended December 31, 2024, 2023 and 2022, respectively.

The Home Depot, a customer of our North America segment, represented approximately 17%, 16%, and 15% of our consolidated net revenues during the years ended December 31, 2025, 2024, and 2023, respectively.

Lowe’s Companies, another customer of our North America segment, represented approximately 13%, 12%, and 11% of our consolidated net revenues during the years ended December 31, 2025, 2024, and 2023, respectively.

Although we have established and maintain significant long-term relationships with our key customers, we cannot assure you that all these relationships will continue or will not diminish.

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Some of our large customers may also experience economic difficulties or otherwise default on their obligations to us.

Furthermore, our pricing optimization strategy, which requires maintaining pricing discipline in order to improve or maintain profit margins, has in the past and may in the future lead to the loss of certain customers, including key customers, who do not agree to our pricing terms.

Furthermore, our pricing optimization strategy, which requires maintaining pricing discipline to improve or maintain profit margins, has in the past and may in the future lead to the loss of certain customers, including key customers, who do not agree to our pricing terms.

The loss of, or a diminution in our relationship with, any of our largest customers could lower our sales volumes and could have a material adverse effect on our business, financial condition, and results of operations.

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Some of our competitors may be less leveraged than we are, providing them with more flexibility to invest in new facilities and processes and making them better able to withstand adverse economic or industry conditions.

In addition, some of our competitors, regardless of their size or resources, may choose to compete in the marketplace by adopting more aggressive sales policies, including price cuts, or by devoting greater resources to the development, promotion, and sale of their products.

This could result in our loss of customers and/or market share to these competitors, which may cause us to reduce the prices at which we sell our products to remain competitive.

As a result of competitive bidding processes, we may have to provide pricing concessions to our significant customers in order for us to keep their business.

In addition, our competitors could introduce new or improved products or changes in manufacturing technologies that would replace or reduce demand for our products.

Some of our competitors, regardless of their size or resources, may also choose to compete in the marketplace by adopting more aggressive sales policies, including price cuts, or by devoting greater resources to the development, promotion, and sale of their products.

This could result in a loss of customers and/or market share to these competitors, which may cause us to reduce the prices at which we sell our products to remain competitive.

As a result of competitive bidding processes, we may have to provide pricing concessions to our significant customers for us to keep their business.

Reduced pricing would result in lower product margins on sales to those customers.

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The loss of, or a reduction in orders from, any significant customers, or decreases in the prices of our products due to lower demand, could have a material adverse effect on our business, financial condition, and results of operations.

Failure to implement our strategic cost reduction and productivity initiatives could adversely impact our business, financial condition, and results of operations.

Failure to effectively manage and implement our strategic cost reduction and productivity initiatives could adversely impact our business, financial condition, and results of operations.

Our future financial performance depends in part on our management’s ability to successfully implement our strategic initiatives, including our productivity, cost reduction, and global footprint rationalization initiatives.

Such initiatives may include the consolidation, integration, and upgrading of facilities, functions, systems, and procedures.

These initiatives involve substantial planning, often require capital investments, and may result in charges for fixed asset impairments or obsolescence and substantial severance costs.

We cannot guarantee the successful implementation of these initiatives and related strategies throughout the geographic regions in which we operate or that such implementation will improve our operating results.

Any failure to successfully implement these initiatives and related strategies could adversely affect our business, financial condition, and results of operations, including increases in our restructuring and asset-related charges.

Additionally, our ability to achieve the anticipated growth, cost savings and other benefits within expected timeframes is subject to many estimates and assumptions, which are in turn subject to significant economic, competitive, and other uncertainties, some of which are beyond our control.

We may, in addition, decide to alter or discontinue certain aspects of our business strategy at any time.

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We may not be able to attract highly qualified employees to replace such key personnel, particularly if the underlying reasons for the loss make the Company uncompetitive or attractive as an employer.

A disruption in our operations due to natural disasters, changes in weather patterns and related extreme weather events, public health crises, unstable geopolitical conditions or armed conflicts could have a material adverse effect on our business, financial condition, and results of operations.

We operate facilities worldwide.

We have facilities located in areas that are vulnerable to hurricanes, earthquakes, wildfires, and other natural disasters.

A disruption in our operations due to changes in weather patterns and related extreme weather events, natural disasters, public health crises, unstable geopolitical conditions or armed conflicts could have a material adverse effect on our business, financial condition, and results of operations.

We operate facilities worldwide, including in areas that are vulnerable to hurricanes, earthquakes, wildfires, and other natural disasters.

Weather patterns may affect our operating results and our ability to maintain our sales volume throughout the year.

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In addition to changes in weather patterns, it might, for example, reduce the demand for construction, destroy forests (increasing the cost and reducing the availability of wood products used in construction), and increase the cost and reduce the availability of raw materials and energy.

Our global operations expose us to risks associated with public health crises, such as pandemics and epidemics, which could harm our business and cause our operational results to suffer.

In the event that a hurricane, earthquake, natural disaster, fire, public health crisis, or other catastrophic event were to interrupt our operations for any extended period of time, it could delay shipment of merchandise to our customers, damage our reputation, or otherwise have a material adverse effect on our business, financial condition, and results of operations.

In addition, our operations may be interrupted by armed conflicts, terrorist attacks or other acts of violence or war.

These attacks may directly impact our suppliers’ or customers’ physical facilities.

Furthermore, these attacks may make travel and the transportation of our supplies and products more difficult and more expensive and ultimately have a material adverse effect on our business, financial condition, and results of operations.

Political and economic instability in some regions of the world may also negatively impact the global economy and, therefore, our business.

For instance, instabilities in the Middle East and the ongoing conflict between Russia and Ukraine, including sanctions imposed on Russia, has had and could continue to have an adverse impact on our business, such as shortages in materials and heightened inflation on materials, freight, and other variable costs, such as utilities.

The consequences of any of these armed conflicts are unpredictable, and we may not be able to foresee events that could have an adverse effect on our business.

More generally, any of these events could cause consumer confidence and spending to decrease or result in increased volatility in the worldwide financial markets.

They could also result in economic recessions.

Any of these occurrences could have a material adverse effect on our business, financial condition, and results of operations.

In addition, our operations may be interrupted by natural disasters, public health crises, armed conflicts, terrorist attacks or other catastrophic events.

These events may directly impact our suppliers’ or customers’ physical facilities or make the transportation of our supplies and products more difficult and more expensive and ultimately have a material adverse effect on our business, financial condition, and results of operations.

For instance, instabilities in the Middle East and the ongoing conflict between Russia and Ukraine, including sanctions imposed on Russia, has and could continue to cause shortages in materials and heightened inflation on materials, freight, and other variable costs, such as utilities.

The extent to which any extraordinary event impacts us depends on numerous factors and future developments that we are not able to predict, including the duration and scope of the event;

governmental, business, and individuals’ actions in response to the event;

our ability to maintain sufficient qualified personnel;

global supply chain disruptions caused by the event;

and the impact of the event on economic activity, including financial market instability.

We may not identify or effectively respond to consumer needs, expectations, or trends in a timely fashion, which could adversely affect our relationship with customers, our reputation, the demand for our brands, products, and services, and our market share.

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Trends towards online purchases could impact our ability to compete as we currently sell a significant portion of our products through retail home centers, wholesale distributors, and building products dealers.

Accordingly, the success of our business depends in part on our ability to maintain strong brands and identify and respond promptly to evolving trends in demographics, consumer preferences, and expectations and needs, while also managing inventory levels.

Accordingly, the success of our business depends in part on our ability to maintain strong brands and identify and respond promptly to evolving trends in demographics, consumer preferences, expectations, and needs, while also managing inventory levels.

It is difficult to successfully predict the products and services our customers will demand.

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There can be no assurance that the products we develop, even those to which we devote substantial resources, will be successful.

While we continue to invest in innovation, brand building, and brand awareness, and intend to increase our investments in these areas in the future, these initiatives may not be successful.

Investment in a product could divert our attention and resources from other projects that become more commercially viable in the future.

Failure to anticipate and successfully react to changing consumer preferences could have a material adverse effect on our business, financial condition, and results of operations.

In addition, our competitors could introduce new or improved products that would replace or reduce demand for our products or create new proprietary designs and/or changes in manufacturing technologies that may render our products obsolete or too expensive for efficient competition in the marketplace.

Our failure to competitively respond to changing consumer and customer trends, demands, and preferences could cause us to lose market share, which could have a material adverse effect on our business, financial condition, and results of operations.

Manufacturing realignments and cost savings programs may result in a decrease in our short-term earnings and operating efficiency or expected benefits may not be achieved.

We continually review our manufacturing operations to address market changes and to implement efficiencies presented by past acquisitions.

Effects of periodic manufacturing integrations, realignments, and cost savings programs have in the past and could in the future result in a decrease in our short-term earnings, cash flows, and operating efficiency until the expected results are achieved.

Such programs may include the consolidation, integration, and upgrading of facilities, functions, systems, and procedures.

Such programs involve substantial planning, often require capital investments, and may result in charges for fixed asset impairments or obsolescence and substantial severance costs.

We also cannot assure that we will achieve all of our cost savings.

Our ability to achieve cost savings and other benefits within expected time frames is subject to many estimates and assumptions.

These estimates and assumptions are subject to significant economic, competitive, and other uncertainties, some of which are beyond our control.

If these estimates and assumptions are incorrect, if we experience delays, or if other unforeseen events occur, our operations could experience disruption, and our business, financial condition, and results of operations could be materially and adversely affected.

Our business is seasonal, and revenue and profit can vary significantly throughout the year, which may adversely impact the timing of our cash flows and limit our liquidity at certain times of the year.

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Our most significant raw materials include logs and lumber, vinyl extrusions, glass, steel, and aluminum, each of which has been subject to periods of rapid and significant fluctuations in price.

Changes in the prices of critical inputs have, and may continue to have, a material adverse effect on our business, financial condition, and results of operations.

has imposed tariffs on various imported products, particularly from China, as well as on certain steel and aluminum products from other countries.

In addition, in February 2025, the U.S.

announced new and additional tariffs on foreign imports into the U.S., including most relevant to us, an additional 25% tariff on all imports from Canada.

These tariffs were suspended for 30 days to facilitate negotiations.

As of the date of this report, the proposed tariffs on all imports from Canada remain suspended.

The imposition of tariffs may impact the prices of materials purchased outside of the U.S.

and include goods in transit as well as increasing the price of domestically sourced materials, including, in particular, steel and aluminum.

T hese changes in U.S.

trade policy have resulted in, and may continue to result in, one or more foreign governments adopting responsive trade policies that make it more difficult or costly for us to do business in or import our products or components from those countries, or otherwise impact pricing and availability of raw materials.

As another example, as global demand for key chemicals increases, the limited number of suppliers and investment in greater supply capacity drives increased global pricing.

Additionally, anti-dumping and countervailing duty trade cases could impact our business and results of operations.

We cannot predict the extent to which the U.S.

or other countries will impose new or additional quotas, duties, tariff s, taxes or other similar restrictions upon the import or export of our products in the future, nor can we predict future trade policy or the terms of any renegotiated trade agreements and their impact on our business.

Changes in the prices of critical inputs have, and may continue to have, a material adverse effect on our business, financial condition, and results of operations.

We have short-term supply contracts with certain of our largest suppliers that limit our exposure to short-term fluctuations in prices and the availability of our materials, but we are susceptible to longer-term fluctuations in prices.

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For certain raw materials that are used in our products, we depend on a single or limited number of suppliers for our materials, and we typically do not have long-term contracts with our suppliers.

If we are not able to accurately forecast our supply needs, our limited number of suppliers may make it difficult to quickly obtain additional raw materials to respond to shifting or increased demand.

If we cannot accurately forecast our supply needs, our limited number of suppliers may make it difficult to quickly obtain additional raw materials to respond to shifting or increased demand.

In addition, a supply shortage could occur as a result of unanticipated increases in market demand, including as a result of accelerated demand in reaction to the threat of tariffs or trade restrictions;

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This could result in a loss of revenues, reduced margins, and damage to our relationships with customers, which could have a material adverse effect on our business, financial condition, and results of operations.

Changes in U.S.

trade policy, including the imposition of tariffs and the resulting consequences, have had and could continue to have an adverse effect on our results of operations.

government has made changes in U.S.

trade policy over the past several years.

These changes include renegotiating and terminating certain existing bilateral or multi-lateral trade agreements, such as the U.S.-Mexico-Canada Agreement, and initiating tariffs on certain foreign goods from a variety of countries and regions.

In particular, the U.S.

has imposed tariffs on various imported products, particularly from China, as well as on certain steel and aluminum products from other countries.

The imposition of tariffs may impact the prices of materials purchased outside of the U.S.

and include goods in transit as well as increase the price of domestically sourced materials, including, in particular, steel and aluminum.

T hese changes in U.S.

trade policy have resulted in, and may continue to result in, one or more foreign governments adopting responsive trade policies that make it more difficult or costly for us to do business in or import our products or components from those countries or otherwise impact pricing and availability of raw materials.

Additionally, anti-dumping and countervailing duty trade cases could impact our business and results of operations.

We cannot predict the extent to which the U.S.

or other countries will impose new or additional quotas, duties, tariffs, taxes or other similar restrictions upon the import or export of our products in the future, nor can we predict future trade policy or the terms of any renegotiated trade agreements and their impact on our business.

The continuing adoption or expansion of trade restrictions, the occurrence of a trade war, or other governmental action related to tariffs or trade agreements or policies has and could continue to adversely impact demand for our products, our costs, our customers, our suppliers, and the U.S.

economy, which in turn could have a material adverse effect on our business, results of operations, and financial condition.

We are exposed to political, economic, and other risks that arise from operating a multinational business.

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• the imposition of, or increases in, tariffs or other trade restrictions;

• adverse domestic or international economic and political conditions, business interruption, war or civil disturbance;

• required compliance with a variety of foreign laws and regulations, including the application of foreign labor regulations;

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• potential inflation and interest rate fluctuation in applicable non-U.S.

The success of our business depends in part on our ability to anticipate and effectively manage these and other risks.

We cannot assure you that these and other factors will not have a material adverse effect on our international operations or ultimately on our global business, financial condition, and results of operations.

Certain of our customers may expand through consolidation and internal growth, which may increase their buying power.

Additionally, as a result of the international nature of our operations, we may be subject to anti-corruption laws in various jurisdictions, including the FCPA, the U.K.

Bribery Act and other anti-bribery laws that generally prohibit improper payments or offers of payments to foreign government officials for the purpose of obtaining or retaining business.

We have established anti-bribery/anti-corruption policies and procedures and offer several channels for raising concerns in an effort to comply with applicable laws and regulations.

However, there can be no assurance that our policies and procedures will effectively prevent our employees or agents from violating these laws and regulations.

Any determination that we have violated the FCPA or other anti-bribery/anti-corruption laws (whether directly or through acts of others, intentionally or through inadvertence) could result in severe criminal and civil sanctions and other liabilities that could have a material adverse effect on our business, reputation, financial condition, and results of operations.

As a global business with international operations, we may have difficulty anticipating and effectively managing these and other risks, which may adversely impact our business outside of the U.S.

and our financial condition and results of operations.

Certain of our customers may further expand through consolidation and internal growth, which may increase their buying power.

The increased size of our customers could have a material adverse effect on our business, financial condition, and results of operations.

Certain of our significant customers are large companies with strong buying power, and our customers may expand through consolidation or internal growth.

Certain of our significant customers are large companies with strong buying power, and our customers have consolidated over time and may further expand through consolidation or internal growth.

Consolidation could decrease the number of potential significant customers for our products and increase our reliance on key customers.

Further, the increased size of our customers could result in our customers seeking more favorable terms, including pricing, for the products that they purchase from us.

Accordingly, the increased size of our customers may further limit our ability to maintain or raise prices in the future.

Further, the increased size of our customers has, and may continue to, result in our customers seeking more favorable terms, including pricing, for the products that they purchase from us.

Accordingly, the increased size of our customers may continue to further limit our ability to maintain or raise prices in the future.

This could have a material adverse effect on our business, financial condition, and results of operations.

We are subject to the credit risk of our customers, suppliers, and other counterparties.

We are subject to the credit risk of our customers, because we provide credit to our customers in the normal course of business.

Any failure by our customers to meet their obligations to us may have a material adverse effect on our business, financial condition, and results of operations.

In addition, we may incur increased expenses related to collections in the future if we find it necessary to take legal action to enforce the contractual obligations of a significant number of our customers.

Exchange rate fluctuations may impact our business, financial condition, and results of operations.

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Changes in these laws or regulations, or any change in the position of taxing authorities regarding their application, administration or interpretation, could have a material adverse effect on our business, consolidated financial condition or results of our operations.

For example, in August 2022, the U.S.

government enacted the Inflation Reduction Act of 2022 (the “Inflation Reduction Act”) into law, which includes a corporate alternative minimum tax and an excise tax on corporate stock repurchases.

Future changes in tax law could significantly impact our provision for income taxes, the amount of taxes payable, and our deferred tax asset and liability balances.

The Company must make judgments about the application of these inherently complex tax laws when calculating the provision for income taxes.

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The Company’s future results of operations and tax liability could be adversely affected by changes in the overall profitability of the Company, changes in the valuation of deferred tax assets and liabilities, changes in our effective tax rate as a result of a change in the mix of earnings in countries with differing statutory tax rates, and ongoing assessments of the Company’s tax exposures.

We make estimates of the potential outcome of uncertain tax issues based on our assessment of relevant risks and facts and circumstances existing at the time, and we use these assessments to determine the adequacy of our provision for income taxes and other tax-related accounts.

These estimates are highly judgmental.

Future results may include favorable or unfavorable adjustments to estimated tax liabilities, which may cause our effective tax rate to fluctuate significantly.

In addition, our products, and our customers’ products, are subject to import and excise duties and/or sales or value-added taxes in many jurisdictions in which we operate.

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Recently, international tax norms governing each country’s jurisdiction to tax cross-border international trade have evolved, and are expected to continue to evolve, due in part to the Base Erosion and Profit Shifting project led by the OECD, which represents a coalition of member countries including the United States, and supported by the G20.

Changes in these laws and regulations, or any change in the position of tax authorities regarding their application, administration or interpretation could adversely affect our financial results.

In addition, a number of countries are actively pursuing changes to their tax laws applicable to multinational corporations.

Due to widely varying tax rates in the taxing jurisdictions applicable to our business, a change in income generation to higher taxing jurisdictions or away from lower taxing jurisdictions may also have an adverse effect on our financial condition and results of operations.

These estimates are highly judgmental.

Although we believe we adequately provide for any reasonably foreseeable outcome related to these matters, future results may include favorable or unfavorable adjustments to estimated tax liabilities, which may cause our effective tax rate to fluctuate significantly.

Changes in these laws and regulations, or any change in the position of tax authorities regarding their application, administration or interpretation could adversely affect our financial results.

In addition, our income tax returns are subject to regular examination by domestic and foreign tax authorities.

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There can be no assurance that we will be able to identify suitable acquisition candidates or that our acquisitions or investments in other businesses will be successful.

We may also seek to divest business that do not align with our goal to streamline and simplify our operations.

We may also seek to divest businesses that do not align with our goal of streamlining and simplifying our operations.

These acquisitions or investments in other businesses may also involve risks, many of which may be unpredictable and beyond our control, and which may have a material adverse effect on our business, financial condition, and results of operations, including risks related to:

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Our inability to achieve the anticipated benefits of acquisitions and other investments could materially and adversely affect our business, financial condition, and results of operations.

In addition, the means by which we finance an acquisition may have a material adverse effect on our business, financial condition, and results of operations, including changes to our equity, debt, and liquidity position.

In addition, how we finance an acquisition may have a material adverse effect on our business, financial condition, and results of operations, including changes to our equity, debt, and liquidity position.

If we issue Convertible Preferred or Common Stock to pay for an acquisition, the ownership percentage of our existing shareholders may be diluted.

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However, these measures may not be adequate or sufficient, and third parties may not always respect these legal protections even if they are aware of them.

In addition, our competitors may develop similar technologies and know-how without violating our intellectual property rights.

In addition, our competitors may develop similar technologies and knowledge without violating our intellectual property rights.

Furthermore, the laws of foreign countries may not protect our intellectual property rights to the same extent as the laws of the U.S.

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Although we have closed our U.S.

pension plan to new participants and have frozen future benefit accruals for current participants, we continue to have unfunded obligations under that plan.

pension plan to new participants and have frozen future benefit accruals for current participants, unfavorable returns on the plan assets or unfavorable changes in applicable laws or regulations could materially change the timing and amount of required plan funding, which would reduce the cash available for our operations.

The funded levels of our pension plan depend upon many factors, including returns on invested assets, certain market interest rates, and the discount rate used to determine pension obligations.

The projected benefit obligation and overfunded pension assets included in our consolidated financial statements as of December 31, 2024, for our U.S.

pension plan were approximately $261.5 million and $0.9 million, respectively.

Unfavorable returns on the plan assets or unfavorable changes in applicable laws or regulations could materially change the timing and amount of required plan funding, which would reduce the cash available for our operations.

In addition, a decrease in the discount rate used to determine pension obligations could increase the estimated value of our pension obligations, which would affect the reported funding status of our pension plans and would require us to increase the amounts of future contributions.

The projected benefit obligation and overfunded pension asset included in our consolidated financial statements as of December 31, 2025, for our U.S.

pension plan was approximately $150.1 million and $3.3 million, respectively.

Additionally, we have foreign defined benefit plans, some of which continue to be open to new participants.

As of December 31, 2024, our foreign defined benefit plans had unfunded pension liabilities of approximately $26.2 million.

Under the Employee Retirement Income Security Act of 1974, as amended, or “ERISA”, the U.S.

Pension Benefit Guaranty Corporation, or the “PBGC”, also has the authority to terminate an underfunded tax-qualified U.S.

As of December 31, 2025, our foreign defined benefit plans had an unfunded pension liability of approximately $29.1 million.

Under the ERISA, the PBGC, also has the authority to terminate an underfunded tax-qualified U.S.

pension plan under certain circumstances.

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Although we maintain insurance coverage to protect us against some of the risks, those policies may be insufficient to cover all losses or all types of claims that may arise in the event we experience a cybersecurity incident, data breach or disruption, unauthorized access, or failure of systems.

In addition, we are subject to state, foreign, and international laws and regulations, as well as contractual obligations, that apply to the collection, use, retention, protection, disclosure, transfer and other processing of personal data.

In addition, we are subject to state, foreign, and international laws and regulations, as well as contractual obligations, which apply to the collection, use, retention, protection, disclosure, transfer and other processing of personal data.

These privacy and data-protection related laws and regulations are evolving, with new or modified laws and regulations proposed and implemented frequently and existing laws and regulations subject to new or different interpretations.

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While we have not experienced any material breaches in security in our recent history, there can be no assurance that our efforts will prevent breakdowns or breaches to databases or systems that could have a material adverse effect on our business, financial condition, and results of operations, or that we will be subject to enforcement actions or penalties in connection with a failure or alleged failure to comply with applicable laws.

Emerging issues related to our integration and use of AI could give rise to legal or regulatory actions, damage our reputation or otherwise adversely affect our business.

Our use of AI in our operations remains in the early phases;

however, such use may impose inherent risk and could adversely affect our operations and financial condition.

We have started to assess the use of AI technology to drive productivity and data analytics.

Use of AI exposes us to risks that such AI solutions may be deficient, produce inaccurate or misleading output, become inoperable or subject us to cybersecurity and data privacy breaches, all of which could lead to operational disruptions, flawed decision-making, and increased costs, and an inhibited ability to drive operational efficiencies.

Additionally, the use of certain AI solutions could put our own information and intellectual property rights at risk or expose us to risk of infringing third parties’ intellectual property or other rights.

The global legal, regulatory, and ethical landscape surrounding AI is rapidly evolving and remains uncertain, which creates continued compliance risk and may result in additional operational costs associated with our use of AI, may limit our ability to fully develop or use AI solutions as intended, and may further cause legal repercussions and brand or reputational harm.

Risks Relating to our Governmental and Regulatory Environment

Changes in building codes and standards, including ENERGY STAR standards, could increase the cost of our products, lower the demand for our windows and doors, or otherwise adversely affect our business.

Our products and markets are subject to extensive and complex local, state, federal and foreign statutes, ordinances, rules, and regulations.

These mandates, including building design and safety and construction standards and zoning requirements, affect the cost, selection, and quality requirements of building components like windows and doors.

Domestic and foreign regulations, legislation and government policy, including those applicable to building codes and standards, could increase the costs of operating our business, lower the demand for our products or otherwise adversely affect our business.

We are subject to a variety of extensive and complex regulations, legislation and government policies from local, state, federal and foreign governmental authorities relating to building codes, construction standards, zoning requirements, wage requirements, employee benefits, and other matters.

While it is not possible to predict whether and when any changes to the federal or administrative landscape will occur, changes at the local, state, and federal level could significantly impact our business.

For example, changes in local minimum or living wage requirements, rights of employees to unionize, healthcare regulations, and other requirements relating to employee benefits could increase our labor costs, which would in turn increase our cost of doing business.

In particular, our products and markets are subject to mandates, including building design and safety and construction standards and zoning requirements, which affect the cost, selection, and quality requirements of building components like windows and doors.

These regulations often provide broad discretion to governmental authorities as to the types and quality specifications of products used in new residential and non-residential construction and home renovations and improvement projects, and different governmental authorities can impose different standards.

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Conversely, a decrease in product safety standards could reduce demand for our more modern products if less expensive alternatives that did not meet higher standards became available for use in that market.

All or any of these changes could have a material adverse effect on our business, financial condition, and results of operations.

In addition, in order for our products to obtain the “ENERGY STAR” certification, they must meet certain requirements set by the EPA.

Changes in the energy efficiency requirements established by the EPA for the ENERGY STAR label could increase our costs, and a lapse in our ability to label our products as such or to comply with the new standards, may have a material adverse effect on our business, financial condition, and results of operations.

Domestic and foreign regulations, legislation and government policy, including those applicable to general business operations, could increase the costs of operating our business and adversely affect our business.

We are subject to a variety of regulation, legislation and government policies from U.S.

and foreign governmental authorities relating to wage requirements, employee benefits, and other matters.

In addition, our international operations are subject to laws applicable to foreign operations, trade protection measures, foreign labor relations, differing intellectual property rights, privacy regulations, other legal and regulatory constraints, and currency regulations of the countries or regions in which we currently operate or where we may operate in the future.

These factors may restrict the sales of, or increase costs of, manufacturing and selling our products.

We may be subject to significant compliance costs, as well as liabilities under environmental, health, and safety laws and regulations.

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Accordingly, we are unable to predict the exact future costs of compliance with or liability under environmental, health, and safety laws and regulations.

Legal, regulatory or stakeholder preferences regarding climate change and ESG matters could have an adverse impact on the Company’s business and results of operations.

Legal, regulatory or stakeholder preferences regarding climate change and sustainability matters could have an adverse impact on the Company’s business and results of operations.

Concerns over the long-term effects of climate change have led to, and may continue to lead to, governmental efforts around the world to mitigate those effects.

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Overall, climate change, its effects and the resulting, unknown impact on government regulation, consumer, investor and business preferences could have a long-term material adverse effect on our business and results of operations.

Heightened stakeholder focus on ESG issues related to our business requires continuous monitoring of various and evolving laws, regulations, standards and expectations and the associated reporting requirements.

Heightened stakeholder focus on sustainability issues related to our business requires continuous monitoring of various and evolving laws, regulations, standards and expectations and the associated reporting requirements.

There can be no certainty that we will adequately or timely meet stakeholder expectations and reporting requirements, which may result in noncompliance with any imposed regulations, the loss of business, reputational impacts, diluted market valuation, an inability to attract and retain customers, and an inability to attract and retain top talent.

In addition, our adoption and the reporting of certain standards or mandated compliance with certain requirements could necessitate additional investments that could impact our profitability.

The lack of economic and regulatory certainty surrounding ESG may have an adverse impact on our business and results of operations.

Such regulatory uncertainty could adversely impact the demand for energy efficient products and could increase costs of compliance.

Additionally, the extensive and frequently changing legislation and regulations could impose increased liability for remediation costs and civil or criminal penalties in cases of non-compliance.

Further, we have established and publicly disclosed ESG targets and goals and other sustainability commitments that are subject to a variety of assumptions, risks and uncertainties.

The lack of economic and regulatory certainty, including frequently changing legislation and regulation surrounding sustainability could adversely impact the demand for energy efficient products, increase costs of compliance and impose increased liability for remediation costs and civil or criminal penalties in cases of non-compliance.

Further, we have established and publicly disclosed sustainability targets and goals and other related commitments that are subject to a variety of assumptions, risks and uncertainties.

If we are unable to, or perceived to be unable to, meet these targets, goals or commitments, our reputation, business and results of operations may be adversely impacted.

In addition, not all our competitors may seek to establish climate or other ESG targets and goals, or at a comparable level to ours, which could result in our competitors achieving competitive advantages through lower supply chain or operating costs.

In addition, not all our competitors may seek to establish climate or other sustainability targets and goals, or at a comparable level to ours, which could result in our competitors achieving competitive advantages through lower supply chain or operating costs.

Changes to legislative and regulatory policies that currently promote home ownership may have a material adverse effect on our business, financial condition, and results of operations.

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These changes to the tax code and any future policy changes may adversely impact demand for our products and have a material adverse effect on our business, financial condition, and results of operations.

Lack of transparency, threat of fraud, public sector corruption, and other forms of criminal activity involving government officials increases the risk of potential liability under anti-bribery/anti-corruption or anti-fraud legislation, including the FCPA, the U.K.

Bribery Act, and similar laws and regulations.

As a result of the international nature of our operations, we may enter from time to time into negotiations and contractual arrangements with parties affiliated with foreign governments and their officials in the ordinary course of business.

In connection with these activities, we may be subject to anti-corruption laws in various jurisdictions, including the FCPA, the U.K.

Bribery Act and other anti-bribery laws applicable to jurisdictions where we do business that prohibit improper payments or offers of payments to foreign government officials and political parties and others for the purpose of obtaining or retaining business, or otherwise receiving discretionary favorable treatment of any kind, and require the maintenance of internal controls to prevent such payments.

In particular, we may be held liable for actions taken by agents in foreign countries where we operate, even though such parties are not always subject to our control.

We have established anti-bribery/anti-corruption policies and procedures and offer several channels for raising concerns in an effort to comply with the laws and regulations applicable to us.

However, there can be no assurance that our policies and procedures will effectively prevent us from violating these laws and regulations in every transaction in which we may engage.

Allegations of violations of the FCPA or other anti-bribery or anti-corruption laws may result in internal, independent, or government investigations.

As we continue to expand our business globally, including through foreign acquisitions, we may have difficulty anticipating and effectively managing these and other risks that our international operations may face, which may adversely impact our business outside of the U.S.

and our financial condition and results of operations.

In addition, any acquisition of businesses with operations outside of the U.S.

may exacerbate this risk.

Risks Relating to our Indebtedness

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Defaults under our debt agreements could have a material adverse effect on our business, financial condition, and results of operations.

If there were an event of default under the credit agreements governing our Credit Facilities, the indentures governing the Senior Notes, or other indebtedness that we may incur, the holders of the defaulted indebtedness could cause all amounts outstanding with respect to that indebtedness to be immediately due and payable.

Our ability to comply with the credit agreements governing our Credit Facilities, the indentures governing the Senior Notes, or other indebtedness that we may incur could be affected by events beyond our control, and our failure to comply could result in an event of default under the applicable facility.

If there were an event of default under the agreements governing any of our indebtedness, the holders of the defaulted indebtedness could cause all amounts outstanding with respect to that indebtedness to be immediately due and payable.

It is likely that our cash flows would not be sufficient to fully repay borrowings under our Credit Facilities and principal amounts of the Senior Notes, if accelerated upon an event of default.

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Accordingly, any default by us on our debt could have a material adverse effect on our business, financial condition, and results of operations.

Our indebtedness could adversely affect our financial flexibility and our competitive position.

We may not be able to generate sufficient cash to service our indebtedness and other obligations without other strategic transactions.

Refer to Note 12 - Long-Term Debt to our consolidated financial statements included in this Form 10-K for more information regarding our indebtedness.

Our level of indebtedness increases the risk that we may be unable to generate cash sufficient to pay amounts due in respect of our indebtedness and could have other material consequences, including:

• limiting our ability to obtain financing in the future for working capital, capital expenditures, acquisitions, or other general corporate purposes;

• requiring us to use a substantial portion of our available cash flow to service our debt, which will reduce the amount of cash flow available for working capital, capital expenditures, acquisitions, and other general corporate purposes;

We cannot make assurances that we will be able to generate sufficient cash through any of the foregoing.

If we are not able to refinance our debt, obtain additional financing or sell assets on commercially reasonable terms or at all, we may not be able to satisfy our obligations with respect to our debt.

Additionally, if we are unable to refinance or reduce our debt, it could have other material consequences, including:

• increasing the risk of failing to satisfy our obligations with respect to borrowings outstanding under our Credit Facilities and Senior Notes and/or being able to comply with the financial and operating covenants contained in our debt instruments, which could result in an event of default under the credit agreements governing our Credit Facilities and the agreements governing our other debt, including the indentures governing the Senior Notes, that, if not cured or waived, could have a material adverse effect on our business, financial condition, and results of operations;

• limiting our ability to obtain debt or equity financing in the future for working capital, capital expenditures, acquisitions, or other general corporate purposes;

• increasing our vulnerability to general economic downturns and adverse industry conditions;

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• limiting our ability to invest in and develop new products;

• placing us at a competitive disadvantage compared to our competitors that are not as highly leveraged, as we may be less capable of responding to adverse economic conditions, general economic downturns, and adverse industry conditions;

• placing us at a competitive disadvantage compared to our competitors that are not as highly leveraged;

• restricting the way we conduct our business because of financial and operating covenants in the agreements governing our existing and future indebtedness;

• increasing the risk of our failing to satisfy our obligations with respect to borrowings outstanding under our Credit Facilities and Senior Notes and/or being able to comply with the financial and operating covenants contained in our debt instruments, which could result in an event of default under the credit agreements governing our Credit Facilities and the agreements governing our other debt, including the indentures governing the Senior Notes, that, if not cured or waived, could have a material adverse effect on our business, financial condition, and results of operations;

• increasing our cost of borrowing.

The credit agreements governing our Credit Facilities and the indentures governing the Senior Notes impose significant operating and financial restrictions on us that may prevent us from capitalizing on business opportunities.

The credit agreements governing our Credit Facilities and the indentures governing the Senior Notes impose significant operating and financial restrictions on us.

These restrictions limit our ability, among other things, to:

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Securities markets worldwide experience significant price and volume fluctuations.

This market volatility, as well as other general economic, market or political conditions, could reduce the market price of our shares in spite of our operating performance.

This market volatility, as well as other general economic, market or political conditions, could reduce the market price of our shares despite our operating performance.

Various factors, including those listed in this Item 1A - Risk Factors section, may have a significant impact on the market price of our Common Stock.

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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