What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-23 compared with 2025-02-20 · 628 added, 493 removed, 1665 unchanged (40% of the section changed)

58 unchanged sentences

10-K 001-38000 4.1 February 22, 2022

4.2 Indenture, dated as of December 14, 2017, among JELD-WEN, Inc., the guarantors party thereto and Wilmington Trust, National Association, as Trustee (including for m of Note).

4.2 Indenture, dated as of December 14, 2017, among JELD-WEN, Inc., the guarantors party thereto and Wilmington Trust, National Association, as Trustee (including form of Note).

8-K 001-38000 4.1 December 14, 2017

37 unchanged sentences

8-K 001-38000 10.1 June 16, 2023

10.9 Amendment No.

8 to Credit Agreement, dated as of March 26, 2025, among JELD-WEN Holding, Inc., JELD-WEN, Inc., JELD-WEN of Canada, Ltd., the other borrowers and subsidiary guarantors party thereto, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto .

8-K 001-3800 10.1 March 26, 2025

10.10 Term Loan Credit Agreement, among JELD-WEN Holding, Inc., JELD-WEN, Inc., Onex BP Finance LP, the other guarantors party thereto, Bank of America, N.A.

31 unchanged sentences

10.20+ JELD-WEN Holding, Inc.

2017 Omnibus Equity Plan.

10-K 001-38000 10.18 February 22, 2022

2017 Omnibus Equity Plan , as amended and restated effective April 24, 2025 .

8-K 001-38000 10.1 April 25, 2025

Exhibit Description Form File No.

Exhibit Filing Date

10.21+ Amendment to Form of Nonqualified Stock Option Agreement under JELD-WEN Holding, Inc.

4 unchanged sentences

10-K 001-38000 10.20 February 22, 2022

Exhibit Description Form File No.

Exhibit Filing Date

10.23+ Form of Performance Share Unit Award Agreement under JELD-WEN Holding, Inc.

12 unchanged sentences

2017 Omnibus Plan (2025 and after grants).

10-K 001-3800 10.26 February 20, 2025

10.28+ Form of Restricted Stock Unit Agreement Under JELD-WEN Holding, Inc.

2017 Omnibus Plan (2025 and after grants).

10-K 001-38000 10.27 February 20, 2025

10.29+ Form of Performance Share Unit Agreement Under JELD-WEN Holding, Inc.

2017 Omnibus Plan (2025 and after grants).

10-K 001-3800 10.28 February 20, 2025

10.30+ JELD-WEN Holding, Inc.

1 unchanged sentence

8-K 001-38000 10.1 February 11, 2025

10.31+* JELD-WEN Holding, Inc.

2026 Management Incentive Plan.

10.32+ Form of Indemnification Agreement.

3 unchanged sentences

10-Q 001-38000 10.1 September 24, 2022

10.32+ Amendment to Executive Employment Agreement between JELD-WEN, Holding, Inc.

Lilly, effective August 3, 2022.

10-Q 001-38000 10.2 September 24, 2022

10.34+ Separation and Release Agreement with Kevin Lilly, effective January 3, 2025.

10-K 001-38000 10.33 February 20, 2025

10.35+ Form of Executive Employment Agreement between JELD-WEN Holding, Inc.

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(Principal Financial Officer) February 23, 2026

/s/ Michael A.

Leon Chief Accounting Officer

/s/ Jeffrey D.

Embt Chief Accounting Officer

(Principal Accounting Officer) February 23, 2026

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Report of Independent Registered Public Accounting Firm (PCAOB ID No.

Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023 and 2022

Consolidated Statements of Comprehensive (Loss) Income for the Years Ended December 31, 2024, 2023 and 2022

Consolidated Balance Sheets as of December 31, 2024 and 2023

Consolidated Statements of Equity for the Years Ended December 31, 2024, 2023 and 2022

Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022

Consolidated Statements of Operations

Consolidated Statements of Comprehensive (Loss) Income

Consolidated Balance Sheets

Consolidated Statements of Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Description of Company and Summary of Significant Accounting Policies

Discontinued Operations

Accounts Receivable

Discontinued Operations and Divestiture

Accounts Receivable, Net

Property and Equipment, Net

7 unchanged sentences

Capital Stock

Earnings Per Share

(Loss) Income Per Share

Stock Compensation

Restructuring and Asset-Related Charges

Restructuring and Asset-Related Charges, Net

Held for Sale

37 unchanged sentences

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Interim and Annual Goodwill Impairment Assessments – Europe and North America Reporting Units

As described in Notes 1 and 6 to the consolidated financial statements, the Company’s consolidated goodwill balance was $315.2 million as of December 31, 2024, and the goodwill associated with the Europe and North America reporting units were $134.1 million and $181.0 million, respectively.

Management tests goodwill for impairment on an annual basis during the fourth quarter and between annual tests if indicators of potential impairment exist.

During the third quarter of 2024, management determined that a triggering event occurred requiring an interim goodwill impairment test for the Europe reporting unit as of September 28, 2024.

Based upon the results of the interim impairment assessment, management concluded the carrying value of the Europe reporting unit exceeded its fair value and recorded a goodwill impairment charge of $63.4 million.

Management performed the annual impairment assessments during the fourth quarter and quantitatively determined that the fair value of the North America reporting unit exceeded its net carrying amount and no goodwill impairment existed.

Management estimates the fair value of reporting units using a combination of the income and market approaches.

Under the income approach, the fair value of a reporting unit is based on a discounted cash flow analysis that contains significant assumptions and estimates including revenue growth rates, expected EBITDA margins, discount rates, capital expenditures, income tax rates, and terminal growth rates.

The principal considerations for our determination that performing procedures relating to the interim goodwill impairment assessment for the Europe reporting unit and the annual goodwill impairment assessment for the North America reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimates of the Europe and North America reporting units;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to (a) revenue growth rates, expected EBITDA margins, discount rates, and terminal growth rates for the Europe and North America reporting units and (b) the capital expenditures and income tax rates for the Europe reporting unit;

Interim Goodwill Impairment Tests - North America Reporting Unit

As described in Notes 1 and 6 to the consolidated financial statements, management recorded a goodwill impairment charge of $181.2 million related to the North America reporting unit.

Goodwill was tested for impairment on an annual basis during the fourth quarter and between annual tests if indicators of potential impairment existed.

During the first quarter of 2025, management determined that a triggering event occurred, requiring an interim goodwill impairment test of the North America reporting unit as of March 29, 2025, and recorded a goodwill impairment charge of $137.7 million.

During the third quarter of 2025, management determined that a triggering event occurred, requiring an interim goodwill impairment test of the North America reporting unit as of September 27, 2025.

As a result of management’s impairment test, all the remaining goodwill related to the North America reporting unit was determined to be fully impaired.

The goodwill impairment tests were based on determining the fair value of the specified reporting units using management judgments and assumptions under two valuation approaches:

discounted cash flows under the income approach and comparable company market valuation under the market approach.

These valuation approaches were subject to significant assumptions and judgments including revenue growth rates, expected earnings before interest, taxes, depreciation and amortization (EBITDA), market multiples, discount rates, capital expenditures, incremental net working capital, income tax rates, and terminal growth rates.

The principal considerations for our determination that performing procedures relating to the interim goodwill impairment tests for the North America reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimates of the North America reporting unit;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to (a) revenue growth rates, expected EBITDA, discount rate, capital expenditures, incremental net working capital, income tax rate, and terminal growth rate for the first quarter goodwill impairment test and (b) expected EBITDA for the third quarter goodwill impairment test;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessments, including controls over the valuation of the Europe and North America reporting units.

These procedures included, among others (i) testing management’s process for developing the fair value estimates of the Europe and North America reporting units;

(ii) evaluating the appropriateness of the discounted cash flow analyses used by management;

(iii) testing the completeness and accuracy of underlying data used in the discounted cash flow analyses;

and (iv) evaluating the reasonableness of the significant assumptions used by management related to (a) revenue growth rates, expected EBITDA margins, discount rates, and terminal growth rates for the Europe and North America reporting units and (b) the capital expenditures and income tax rates for the Europe reporting unit.

Evaluating management’s assumptions related to (a) revenue growth rates and expected EBITDA margins for the Europe and North America reporting units and (b) the capital expenditures and income tax rates for the Europe reporting unit involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the Europe and North America reporting units;

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment tests, including controls over the valuation of the North America reporting unit.

These procedures also included, among others (i) testing management’s process for developing the fair value estimates of the North America reporting unit;

(ii) evaluating the appropriateness of the discounted cash flow approach used by management;

(iii) testing the completeness and accuracy of underlying data used in the discounted cash flow approach;

and (iv) evaluating the reasonableness of the significant assumptions used by management related to (a) revenue growth rates, expected EBITDA, discount rate, capital expenditures, incremental net working capital, income tax rate, and terminal growth rate for the first quarter goodwill impairment test and (b) expected EBITDA for the third quarter goodwill impairment test.

Evaluating management’s assumptions related to revenue growth rates, expected EBITDA, capital expenditures, incremental net working capital, and income tax rate involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the North America reporting unit;

(ii) the consistency with external market and industry data;

and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow analyses and (ii) the reasonableness of assumptions related to the discount rates and terminal growth rates.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow approach and (ii) the reasonableness of the discount rate and terminal growth rate assumptions.

/s/ PricewaterhouseCoopers LLP

2 unchanged sentences

We have served as the Company’s auditor since 2000.

Item 1 - Financial Statements

JELD-WEN HOLDING, INC.

8 unchanged sentences

334,617 94,801 —

Restructuring and asset-related charges ( Note 19 )

Restructuring and asset-related charges, net ( Note 19 )

44,511 68,092 35,741

Operating (loss) income ( 416,044 ) ( 126,446 ) 141,600

Interest expense, net 67,237 72,258 82,505

Interest expense, net ( Note 21 )

67,182 67,237 72,258

Loss on extinguishment and refinancing of debt ( Note 1 2 )

6 unchanged sentences

(Loss) income from continuing operations, net of tax ( 622,249 ) ( 187,580 ) 25,235

(Loss) gain on sale of discontinued operations, net of tax ( Note 2 )

Gain (loss) on sale of discontinued operations, net of tax ( Note 2 )

1,040 ( 1,440 ) 15,699

Income from discontinued operations, net of tax ( Note 2 )

— 21,511 33,504

Net (loss) income $ ( 621,209 ) $ ( 189,020 ) $ 62,445

5 unchanged sentences

Diluted $ ( 7.30 ) $ ( 2.21 ) $ 0.29

Net (loss) income per share from discontinued operations

Net income (loss) per share from discontinued operations

Basic $ 0.01 $ ( 0.02 ) $ 0.44

3 unchanged sentences

Diluted $ ( 7.29 ) $ ( 2.22 ) $ 0.73

Net income per share may not sum due to rounding.

Net (loss) income per share may not sum due to rounding.

The accompanying notes are an integral part of these consolidated financial statements.

4 unchanged sentences

Net (loss) income $ ( 621,209 ) $ ( 189,020 ) $ 62,445

Other comprehensive (loss) income, net of tax:

Foreign currency translation adjustments, net of tax (benefit) expense of $( 34 ), $ 2,301 and $ 1,502 , respectively.

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments, net of tax (benefit) expense of $ 0 , and $( 34 ), and $ 2,301 , respectively.

67,062 ( 37,336 ) 45,859

Foreign currency hedge adjustments, net of tax expense of $ 23 , $ 0 and $ 0 , respectively.

Interest rate hedge adjustments, net of tax (benefit) expense of $( 35 ), $( 4,076 ) and $ 3,268 , respectively.

Foreign currency hedge adjustments, net of tax (benefit) expense of $( 44 ), $ 23 , and $ 0 , respectively.

( 400 ) 314 —

Interest rate hedge adjustments, net of tax benefit of $ 0 , $( 35 ), and $( 4,076 ), respectively.

97 ( 103 ) ( 12,159 )

Defined benefit pension plans, net of tax expense of $ 283 , $ 2,462 , and $ 3,287 , respectively.

12,345 2,940 13,624

Total other comprehensive (loss) income, net of tax ( 34,185 ) 47,324 ( 48,888 )

Total other comprehensive income (loss), net of tax:

79,104 ( 34,185 ) 47,324

Comprehensive (loss) income $ ( 542,105 ) $ ( 223,205 ) $ 109,769

12 unchanged sentences

Assets held for sale ( Note 20 )

126,912 135,563

Total current assets 1,016,744 1,199,894

4 unchanged sentences

Goodwill ( Note 6 )

315,167 390,170

Intangible assets, net ( Note 7 )

32 unchanged sentences

Additional paid-in capital 783,315 769,064

(Accumulated deficit) retained earnings ( 20,353 ) 192,931

Accumulated deficit ( 641,562 ) ( 20,353 )

Accumulated other comprehensive loss ( 50,391 ) ( 129,495 )

4 unchanged sentences

CONSOLIDATED STATEMENTS OF EQUITY

December 31, 2024 December 31, 2023 December 31, 2022

Year Ended December 31,

2025 2024 2023

(amounts in thousands, except share and per share amounts) Shares Amount Shares Amount Shares Amount

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Balance at beginning of period ( 673 ) ( 673 ) ( 673 )

Net issuances, payments and accrued interest on notes — — —

Balance at period end ( 673 ) ( 673 ) ( 673 )

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Foreign currency adjustments 67,062 ( 37,336 ) 45,859

Unrealized gain on foreign currency hedges 314 — —

Unrealized (loss) gain on interest rate hedges ( 103 ) ( 12,159 ) 9,668

Unrealized (loss) gain on foreign currency hedges ( 400 ) 314 —

Unrealized gain (loss) on interest rate hedges 97 ( 103 ) ( 12,159 )

Net actuarial pension gain 12,345 2,940 13,624

8 unchanged sentences

Net (loss) income $ ( 621,209 ) $ ( 189,020 ) $ 62,445

Adjustments to reconcile net income to cash provided by operating activities:

Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:

Depreciation and amortization 112,381 125,786 140,192

18 unchanged sentences

Change in short-term and long-term tax liabilities ( 8,899 ) ( 12,243 ) ( 92 )

Net cash provided by operating activities 106,214 345,188 30,337

Net cash (used in) provided by operating activities ( 4,861 ) 106,214 345,188

INVESTING ACTIVITIES

2 unchanged sentences

Purchase of intangible assets ( 16,181 ) ( 11,811 ) ( 12,550 )

Proceeds related to the court-ordered divestiture of Towanda 110,661 — —

Proceeds (payments) related to the sale of JW Australia (1)

Recovery of cost from receipts on impaired notes — 1,389 3,514

Cash received for notes receivable 46 261 94

Cash (paid) received for notes receivable ( 61 ) 46 261

Cash received from insurance proceeds 1,768 1,655 5,115

Purchase of securities for deferred compensation plan ( 919 ) ( 3,381 ) ( 1,140 )

Net cash (used in) provided by investing activities ( 153,337 ) 279,174 ( 67,030 )

Net cash provided by (used in) investing activities 16,281 ( 153,337 ) 279,174

FINANCING ACTIVITIES

9 unchanged sentences

Cash, cash equivalents and restricted cash, ending $ 138,248 $ 151,047 $ 289,147

Balances included in the Consolidated Balance Sheets:

Cash, cash equivalents, and restricted cash $ 151,047 $ 289,147 $ 165,938

Cash and cash equivalents included in current assets of discontinued operations — — 54,930

Cash and cash equivalents at end of period $ 151,047 $ 289,147 $ 220,868

Refer to Note 27 - Supplemental Cash Flow for more information.

Cash flows from discontinued operations through the divestiture date of July 2, 2023, are included in the above amounts and explained in Note 1 — Description of Company and Summary of Significant Accounting Policies and Note 2 — Discontinued Operations.

Refer to Note 27 - Supplemental Cash Flow Information for more information.

(1) Includes proceeds from the sale of JW Australia, net of the $ 73.9 million of cash divested.

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and its subsidiaries.

We have facilities primarily located in the U.S., Canada, and Europe.

Our continuing operations include facilities located in the U.S., Canada, and Europe.

Our products are marketed primarily under the JELD-WEN brand name in the U.S.

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The consolidated statements of cash flows include cash flows from discontinued operations through the divestiture date of July 2, 2023.

Refer to Note 2 - Discontinued Operations for more information.

dollar and other currency amounts, except per share amounts, are presented in thousands unless otherwise noted.

Refer to Note 2 - Discontinued Operations and Divestiture to our consolidated financial statements included in this Form 10-K for more information.

dollar and other currency amounts, except share and per share amounts, are presented in thousands unless otherwise noted.

Share Repurchases – On July 28, 2022, the Board of Directors reduced our previous repurchase authorization of $ 400.0 million to a total aggregate value of $ 200.0 million with no expiration date.

As of December 31, 2024, $ 175.7 million was remaining under the repurchase program.

During the years ended December 31, 2024 and 2022, we paid $ 24.3 million and $ 132.0 million to repurchase 1,600,000 and 6,848,356 shares of our Common Stock, respectively.

We did not repurchase shares of our Common Stock during the year ended December 31, 2023.

Refer to Note 16 - Capital Stock for more information.

As of December 31, 2025, $ 175.7 million remained under the repurchase program.

During the years ended December 31, 2025 and 2023, we did not repurchase any shares of our Common Stock.

During the year ended December 31, 2024, we repurchased 1,600,000 shares of our Common Stock at an average price of $ 15.18 .

Refer to Note 16 - Capital Stock to our consolidated financial statements included in this Form 10-K for more information.

Fiscal Year – We operate on a fiscal calendar year, and each interim quarter is comprised of two 4-week periods and one 5-week period, with each week ending on a Saturday.

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Use of Estimates – The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates, assumptions, and allocations that affect amounts reported in the consolidated financial statements and related notes.

Significant items that are subject to such estimates and assumptions include, but are not limited to, long-lived assets including goodwill and other intangible assets, employee benefit obligations, income tax uncertainties, contingent assets and liabilities, provisions for bad debt, inventory, warranty liabilities, legal claims, valuation of derivatives, environmental remediation, and claims relating to self-insurance.

Actual results could differ due to the uncertainty inherent in the nature of these estimates.

Significant items that are subject to such estimates and assumptions include, but are not limited to, long-lived assets including goodwill (prior to impairment) and other intangible assets, employee benefit obligations, income tax uncertainties, contingent assets and liabilities, provisions for bad debt, inventory, warranty liabilities, legal claims, valuation of derivatives, environmental remediation, and claims relating to self-insurance.

Actual results could differ due to the uncertainty inherent in these estimates.

CARES Act – In March 2020, the United States government enacted the CARES Act to provide certain relief as a result of the COVID-19 pandemic.

The CARES Act provided for tax relief, along with other stimulus measures, including a provision that allowed employers to defer the remittance of the employer portion of social security tax relating to 2020.

The Company deferred $ 20.9 million of the employer portion of social security tax in 2020, all of which was paid in the year ended December 31, 2022.

The CARES Act also included a provision for an ERC designed to encourage businesses to retain employees during the COVID-19 pandemic.

During the years ended December 31, 2024 and 2022 no ERC was recorded.

During the year ended December 31, 2023, we recorded an ERC from the U.S.

government of $ 6.1 million in other income, net in the accompanying consolidated statements of operations.

The balance is included in other current assets in the accompanying consolidated balance sheets as of December 31, 2024 and 2023.

The CARES Act provided tax relief, along with other stimulus measures, including a provision for an ERC designed to encourage businesses to retain employees during the COVID-19 pandemic.

We recorded a net receivable for an ERC from the U.S.

government of $ 6.1 million in other income, net in the fourth quarter of 2023.

This balance was included in other current assets in the accompanying consolidated balance sheets as of December 31, 2024.

In the second quarter of 2025, the Company received a $ 6.8 million cash payment from the U.S.

government for the reimbursement of the ERC, $ 0.8 million of which was interest income.

The interest income was recognized as interest expense, net in the accompanying consolidated statements of operations in the second quarter of 2025.

Segment Reporting – Our reportable segments are organized and managed principally by geographic region:

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No operating segments have been aggregated for our presentation of reportable segments.

Refer to Note 14 - Segment Information to our consolidated financial statements included in this Form 10-K for more information.

Cash and Cash Equivalents – We consider all highly-liquid investments purchased with an original or remaining maturity at the date of purchase of ninety days or less to be cash equivalents.

1 unchanged sentence

Checks written and not presented to these banks for payment are reflected as book overdrafts and are a component of accounts payable.

Restricted Cash – Restricted cash consists primarily of cash required to meet certain bank guarantees.

Restricted Cash – Restricted cash includes a balance held in the Company’s captive insurance account, which is contractually required to maintain the account’s status and functionality.

In addition, restricted cash also includes amounts required to meet certain bank guarantees.

Accounts Receivable – Accounts receivable are recorded at their net realizable value.

5 unchanged sentences

We write off uncollectible trade accounts receivable against the allowance for credit losses when collection efforts have been exhausted and/or any legal action taken by us has concluded.

Refer to Note 3 - Accounts Receivable, Net to our consolidated financial statements included in this Form 10-K for more information.

Inventories – Inventories in the accompanying consolidated balance sheets are valued at the lower of cost or net realizable value and are determined by the FIFO or average cost methods.

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We classify certain inventories that are available for sale directly to external customers or used in the manufacturing of a finished good within raw materials.

Refer to Note 4 - Inventories to our consolidated financial statements included in this Form 10-K for more information.

Notes Receivable – Notes receivable are recorded at their net realizable value.

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We write off uncollectible note receivables against the allowance for credit losses when collection efforts have been exhausted and/or any legal action taken by us has been concluded.

Current maturities and interest, net of short-term allowance are reported as other current assets.

Current maturities and interest, net of short-term allowance are reported as other current assets in the accompanying consolidated balance sheets.

Customer Displays – Customer displays include all costs to manufacture, ship, and install the displays of our products in retail store locations.

Capitalized display costs are included in other assets and are amortized over the life of the product lines, typically 1 to 3 years.

For the years ended December 31, 2024, 2023 and 2022, amortization associated with customer displays were $ 5.8 million, $ 3.9 million and $ 1.4 million, respectively, and are included in SG&A expense in the accompanying consolidated statements of operations.

Capitalized display costs are included in other assets in the accompanying consolidated balance sheets and are amortized over the life of the product lines, typically 1 to 3 years.

For the years ended December 31, 2025, 2024, and 2023, amortization associated with customer displays were $ 5.5 million, $ 5.8 million, and $ 3.9 million, respectively, and are included in SG&A in the accompanying consolidated statements of operations.

Cloud Computing Arrangements –We capitalize qualified cloud computing implementation costs associated with the application development stage and subsequently amortize these costs over the term of the hosting agreement and stated renewal period, if it is reasonably certain we will renew, typically 3 to 5 years.

Capitalized costs are included in other assets on the consolidated balance sheet and amortization is included in SG&A expense in the accompanying consolidated statement of operations.

Capitalized costs are included in other assets in the accompanying consolidated balance sheets, and amortization is included in SG&A in the accompanying consolidated statement of operations.

Property and Equipment – Property and equipment are recorded at cost.

2 unchanged sentences

Interest over the construction period is capitalized as a component of cost of constructed assets.

Upon sale or retirement of property or equipment, cost and related accumulated depreciation are removed from the accounts and any gain or loss is charged to income and included in SG&A expense in the accompanying statements of operations.

Upon sale or retirement of property or equipment, cost and related accumulated depreciation are removed from the accounts, and any gain or loss is charged to income and included in SG&A in the accompanying consolidated statements of operations.

Refer to Note 5 - Property and Equipment, Net to our consolidated financial statements included in this Form 10-K for more information.

Leasehold improvements are amortized over the shorter of the useful life of the improvement, the lease term, or the life of the building.

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Legal and registration costs related to internally developed patents and trademarks are capitalized and amortized over the lesser of their expected useful life or the legal patent life.

The carrying value of intangible assets is reviewed by management to assess the recoverability of the assets when facts and circumstances indicate that the carrying value may not be recoverable.

The carrying value of intangible assets is reviewed by management to assess the recoverability of the assets or asset groups when facts and circumstances indicate that the carrying value may not be recoverable.

The recoverability test requires us to first compare undiscounted cash flows expected to be generated by that definite lived intangible asset or asset group to its carrying amount.

If the carrying amounts of the definite lived intangible assets are not recoverable on an undiscounted cash flow basis, an impairment charge is recognized to the extent that the carrying amount exceeds its fair value.

If the carrying amounts of the definite lived intangible assets or asset groups are not recoverable on an undiscounted cash flow basis, the asset or asset group is deemed not to be recoverable and possibly impaired.

We then estimate the fair value of the asset or asset group to determine whether an impairment loss should be recognized.

An impairment loss will be recognized if an asset or asset group’s fair value is determined to be less than its carrying value.

Fair value is determined through various valuation techniques.

1 unchanged sentence

Costs incurred during the preliminary project stage and post-implementation operation stage are expensed as incurred.

Refer to Note 7 - Intangible Assets, Net to our consolidated financial statements included in this Form 10-K for more information.

Long-Lived Assets – Long-lived assets, other than goodwill, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of such assets or asset groups may not be recoverable.

If a triggering event is identified, we perform an impairment test by reviewing the expected undiscounted cash flows generated from the anticipated use and eventual disposition of the asset group compared to the carrying value of the asset group.

If the expected undiscounted cash flows are less than the carrying value of the asset group, then an impairment charge is required to reduce the carrying value of the asset group to fair value.

If a triggering event is identified, we perform an impairment test by reviewing the expected undiscounted cash flows generated from the anticipated use of the asset or asset group and the residual value from the ultimate disposal of the asset or asset group, compared to its carrying value.

If the expected undiscounted cash flows are less than the carrying value of the asset or asset group, the asset or asset group is deemed not to be recoverable and possibly impaired.

We then estimate the fair value of the asset or asset group to determine whether an impairment loss should be recognized.

An impairment loss will be recognized if an asset or asset group’s fair value is determined to be less than its carrying value.

Long-lived assets currently available for sale and expected to be sold within one year are classified as assets held for sale.

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Amounts associated with operating leases are included in ROU assets, net, accrued expense and other current liabilities and operating lease liability in our consolidated balance sheet.

Amounts associated with finance leases are included in property and equipment, net, current maturities of long-term debt, and long-term debt in our consolidated balance sheet.

Amounts associated with finance leases are included in property and equipment, net, current maturities of long-term debt, and long-term debt in the accompanying consolidated balance sheets.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.

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Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Goodwill – Goodwill is tested for impairment on an annual basis during the fourth quarter and between annual tests if indicators of potential impairment exist.

Current accounting guidance provides an entity with the option to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount.

If we do not perform a qualitative assessment, or if we determine that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, we perform a quantitative goodwill impairment test.

Prior to 2023, the estimated fair values of reporting units were derived using only an income approach (implied fair value measured on a non-recurring basis using Level 3 inputs).

Beginning in 2023, the estimated fair values of our reporting units were derived using a combination of income and market approaches, both of which yielded substantially equivalent indications of fair value.

Absent an indication of fair value from a potential buyer or similar specific transactions, we believe that the use of these methods provides a reasonable estimate of a reporting unit’s fair value.

Fair value computed by these models is arrived at using several factors and inputs.

There are inherent uncertainties, however, related to fair value models, the inputs, factors and our judgment in applying them to this analysis.

Nonetheless, we believe that the combination of these methods provides a reasonable approach to estimate the fair values of our reporting units.

Under the income approach, the fair value of a reporting unit is based on a discounted cash flow analysis of management's short-term and long-term forecast of operating performance.

This analysis contains significant assumptions and estimates including revenue growth rates, expected EBITDA margins, discount rates, capital expenditures, income tax rates, and terminal growth rates.

Under the market approach, we utilized a guideline company method in which the fair value of the reporting unit is based on weighting the financial multiples of comparable companies and applying a control premium.

Changes in assumptions or estimates used in our goodwill impairment testing could materially affect the determination of the fair value of a reporting unit, and therefore, could eliminate the excess of fair value over carrying amount of a reporting unit and, in some cases, could result in impairment.

Such changes in assumptions could be caused by items such as prolonged deterioration in economic conditions, a further decline in projected future cash flows, loss of one or more significant customers, failure to control cost increases above what can be recouped in sale price increase, or increases in the discount rates.

These types of changes would negatively affect our profits, revenues, and growth over the long term and such a decline could significantly affect the fair value assessment of our reporting units and cause our goodwill to become impaired.

W e identified two reporting units:

Refer to Note 8 - Leases to our consolidated financial statements included in this Form 10-K for more information.

Sale-Leaseback Transactions – We account for sale-leaseback transactions in accordance with ASC 842 and ASC 610-20.

When a sale is achieved under ASC 606, we derecognize the underlying asset and recognize any resulting gain or loss in income.

The related leaseback is accounted for based on its classification (operating or finance) and measured at the present value of lease payments.

If the sales price or lease payments are not at market terms, adjustments are made to recognize prepaid rent or a financing liability.

Refer to Note 8 - Leases to our consolidated financial statements included in this Form 10-K for more information on sale-leaseback transactions.

Goodwill – Goodwill was tested for impairment on an annual basis during the fourth quarter and between annual tests if indicators of potential impairment existed.

The estimated fair values of our reporting units were derived using a combination of income and market approaches, both of which yielded substantially equivalent indications of fair value.

Absent an indication of fair value from a potential buyer or similar specific transactions, we believed that the use of these methods provided a reasonable estimate of a reporting unit’s fair value.

Fair value computed by these models was arrived at using several factors and inputs.

There were inherent uncertainties related to fair value models, the inputs, factors and our judgment in applying them to this analysis.

Nonetheless, we believed that the combination of these methods provided a reasonable approach to estimate the fair values of our reporting units.

Under the income approach, the fair value of a reporting unit was based on a discounted cash flow analysis of management's short-term and long-term forecast of operating performance.

This analysis contained significant assumptions and estimates including revenue growth rates, expected EBITDA, discount rates, capital expenditures, incremental net working capital, income tax rates, and terminal growth rates.

Under the market approach, we utilized a guideline company method in which the fair value of the reporting unit was based on a weighting of the market multiples of comparable companies.

We identified two reporting units:

North America and Europe.

In determining our reporting units, we considered (i) whether an operating segment or a component of an operating segment was a business, (ii) whether discrete financial information was available, and (iii) whether the financial information is regularly reviewed by management of the operating segment.

Refer to Note 6 - Goodwill to our consolidated financial statements included in this Form 10-K for more information.

Deferred Revenue – We record deferred revenue when we collect pre-payments from customers for performance obligations we expect to fulfill through future performance of a service or delivery of a product.

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Warranties are normally limited to replacement or service of defective components for the original customer.

Some warranties are transferable to subsequent owners and are generally limited to ten years from the date of manufacture or require pro-rata payments from the customer.

A provision for estimated warranty costs is recorded at the time of sale based on historical experience and we periodically adjust these provisions to reflect actual experience.

Some warranties are transferable to subsequent owners and are generally limited to 10 years from the date of manufacture or require pro-rata payments from the customer.

A provision for estimated warranty costs is recorded at the time of sale based on historical claim experience, together with current-period trends.

We periodically adjust these provisions to reflect actual experience.

In Q4 2025, we corrected our warranty accrual calculation resulting in an additional $ 6.7 million of expense that should have been recognized in our prior interim periods in 2025.

We have evaluated the impact on prior interim periods and concluded that the amounts were not material.

Refer to Note 11 - Warranty Liability to our consolidated financial statements included in this Form 10-K for more information.

Restructuring – Costs to exit or restructure certain activities of our internal operations are accounted for as one-time termination and exit costs as required by the provisions of FASB ASC 420, Exit or Disposal Cost Obligations , and are accounted for separately from any business combination.

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This may require us to revise our initial estimates, which may materially affect our results of operations and financial position in the period the revision is made.

Refer to Note 19 - Restructuring and Asset-Related Charges, Net to our consolidated financial statements included in this Form 10-K for more information.

Derivative Financial Instruments – Derivative financial instruments are used to manage interest rate risk associated with our borrowings, exposures to certain commodities associated with our material costs and foreign currency exposures related to transactions denominated in currencies other than the U.S.

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If a derivative is designated as a fair value hedge, the changes in fair value of both the derivative and the hedged item attributable to the hedged risks are recognized in the same line item in the results of operations.

If the derivative is designated as a cash flow or net investment hedge, changes in the fair value related to the derivatives considered highly effective are initially recorded in accumulated other comprehensive income (loss) and subsequently classified to the consolidated statements of operations when the hedged item impacts earnings, and in the same line item on the consolidated statements of operations as the impact of the hedge transaction.

If the derivative is designated as a cash flow or net investment hedge, changes in the fair value related to the derivatives considered highly effective are initially recorded in accumulated other comprehensive loss and subsequently classified to the consolidated statements of operations when the hedged item impacts earnings, and in the same line item on the consolidated statements of operations as the impact of the hedge transaction.

Cash flows from all derivative instruments, including those not designated as hedging instruments, are classified in the same category as the cash flows from the item being hedged.

At the inception of a fair value, cash flow hedge or net investment hedge we formally document the hedge relationship and the risk management objective for undertaking the hedge.

Refer to Note 23 - Derivative Financial Instruments to our consolidated financial statements included in this Form 10-K for more information.

At the inception of a fair value, cash flow, or net investment hedge we formally document the hedge relationship and the risk management objective for undertaking the hedge.

In addition, for derivatives that qualify for hedge accounting, we assess, both at inception of the hedge and on an ongoing basis, whether the derivative financial instrument is and will continue to be highly effective in offsetting cash flows or fair value of the hedged item and whether it is probable that the hedged forecasted transaction will occur.

Changes in the fair value of derivatives that do not qualify for hedge accounting, or fail to meet the criteria, thereafter, are also recognized in the consolidated statements of operations.

Refer to Note 24 - Fair Value of Financial Instruments for more information on the fair value of our derivative assets and liabilities.

Refer to Note 24 - Fair Value of Financial Instruments to our consolidated financial statements included in this Form 10-K for more information on the fair value of our derivative assets and liabilities.

Revenue Recognition – Revenue is recognized when obligations under the terms of a contract with our customer are satisfied.

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The expected costs associated with our base warranties and field service actions continue to be recognized as expense when the products are sold.

Refer to Note 11 - Warranty Liability for more information.

Since payment is due at or shortly after the point of sale, the contract asset is classified as a receivable.

Since payment is due at or shortly after the point of sale, the contract asset is classified as a receivable in the accompanying consolidated balance sheets.

Refer to Note 11 - Warranty Liability to our consolidated financial statements included in this Form 10-K for more information.

We do not adjust the promised amount of consideration for the effects of a significant financing component when we expect, at contract inception, that the period between our transfer of a promised product or service to a customer and when the customer pays for that product or service will be one year or less.

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We disaggregate revenues based on geographical location.

Refer to Note 14 - Segment Information for more information on disaggregated revenue.

Refer to Note 14 - Segment Information to our consolidated financial statements included in this Form 10-K for more information on disaggregated revenue.

Advertising Costs – All costs of advertising our products and services are charged to expense as incurred.

For the years ended December 31, 2024, 2023 and 2022, advertising and promotion expenses were $ 27.9 million, $ 30.1 million and $ 27.1 million, respectively, and are included in SG&A expense in the accompanying consolidated statements of operations.

For the years ended December 31, 2025, 2024, and 2023, advertising and promotion expenses were $ 22.8 million, $ 27.9 million, and $ 30.1 million, respectively, and are included in SG&A in the accompanying consolidated statements of operations.

Net Interest Expense and Extinguishment of Debt Costs – We record debt extinguishment costs separately from interest expense, net within the consolidated statements of operations.

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We recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit and the tax related to the position would be due to the entity and not the owners.

For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized, upon ultimate settlement with the relevant tax authority.

For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized, upon ultimate settlement with the relevant tax authority.

We apply this accounting standard to all tax positions for which the statute of limitations remains open.

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Certain subsidiaries file separate tax returns in certain countries and states.

federal, state, and foreign income taxes refundable and payable are reported in other current assets and accrued expenses and other current liabilities in our consolidated balance sheet.

We have non-current taxes receivable or payable at December 31, 2024 - see Note 15 - Income Taxes for more information.

We do not have any non-current taxes receivable or payable at December 31, 2023.

We record interest and penalties on amounts due to tax authorities as a component of income tax expense in the consolidated statements of operations.

federal, state, and foreign income taxes refundable and payable are reported in other current assets and accrued expenses and other current liabilities in the accompanying consolidated balance sheets.

We have non-current taxes receivable or payable at December 31, 2025 and 2024.

Refer to Note 15 - Income Taxes to our consolidated financial statements included in this Form 10-K for more information.

We record interest and penalties on amounts due to tax authorities as a component of income tax expense in the accompanying consolidated statements of operations.

We have elected to account for the impact of GILTI in the period in which it is incurred.

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Legal costs incurred in connection with loss contingencies are expensed as incurred.

Employee Retirement and Pension Benefits – We have a defined benefit plan available to certain U.S.

Employee Retirement and Pension Benefits – We have a defined benefit plan for certain U.S.

hourly employees and several other defined benefit plans located outside of the U.S.

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Amounts relating to these plans are recorded based on actuarial calculations, which use various assumptions, such as discount rates and expected return on assets.

Refer to Note 26 - Employee Retirement and Pension Benefits for more information.

Recently Adopted Accounting Standards – In March 2020, the FASB issued ASU No.

2020-04, Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides optional expedients and exceptions for applying U.S.

GAAP to contracts, hedging relationships, and other transactions affected by the discontinuation of LIBOR or by another reference rate expected to be discontinued.

In January 2021, the FASB issued ASU No.

2021-01, Reference Rate Reform (Topic 848):

Scope , to clarify the scope of ASU No.

In December 2022, the FASB issued ASU No.

2022-06, Deferral of the Sunset Date of Topic 848, which extended the relief provisions under Topic 848 through December 31, 2024.

In May 2020, we elected the expedient within ASC 848 which allowed us to assume that our hedged interest payments were probable to occur regardless of any expected modifications in their terms related to reference rate reform.

In addition, ASC 848 allowed for the option to change the method of assessing effectiveness upon a change in critical terms of the derivative or the hedged transactions and upon the end of relief under ASC 848.

We elected to assess effectiveness as documented in the original hedge documentation and apply the practical expedients related to probability to assume that the reference rate on a hypothetical derivative matched the reference rate on the hedging instrument.

In June 2023, we executed amendments to our Term Loan Facility, ABL Facility and interest rate derivative agreements to replace LIBOR with a Term SOFR based rate.

These contract amendments did not have a material impact on our consolidated financial statements.

Refer to Note 12 - Long-Term Debt and Note 23 - Derivative Financial Instruments for more information.

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures .

ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the CODM and included within the segment measure of profit or loss, an amount and description of the composition for other segment items to reconcile to segment profit or loss, and the title and position of the entity’s CODM.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

We adopted this guidance effective January 1, 2024, for annual reporting and applied the amendments retrospectively to all prior periods presented in the Consolidated Financial Statements.

The amendments for interim periods will be adopted in our fiscal year beginning on January 1, 2025.

Refer to Note 14 - Segment Information for more information.

Recent Accounting Standards Not Yet Adopted – In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Refer to Note 26 - Employee Retirement and Pension Benefits to our consolidated financial statements included in this Form 10-K for more information..

Recently Adopted Accounting Standards – In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

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The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted, and should be applied either prospectively to financial statements issued for reporting dates after the effective date or retrospectively to any or all prior periods presented in the financial statements.

We have not elected to early adopt this standard.

We are currently evaluating the impact of this guidance on the Company’s disclosures.

In November 2024, the FASB issued ASU 2024-03, Expense Disaggregation Disclosures:

We adopted this guidance effective January 1, 2025, for annual reporting and applied the amendments prospectively to the consolidated financial statements issued after the effective date.

Refer to Note 15 - Income Taxes to our consolidated financial statements included in this Form 10-K for more information.

Recent Accounting Standards Not Yet Adopted – In November 2024, the FASB issued ASU 2024-03, Expense Disaggregation Disclosures:

Disaggregation of Income Statement Expenses .

ASU 2024-03 requires disclosure of certain costs and expenses on a fiscal and interim basis in the notes to the financial statements.

ASU 2024-03 is effective for annual reporting periods in fiscal years beginning after December 15, 2026, and interim reporting periods within fiscal years beginning after December 15, 2027, with early adoption permitted, and should be applied either prospectively to financial statements issued for reporting dates after the effective date or retrospectively to any or all prior periods presented in the financial statements.

ASU 2024-03 requires disclosure of disaggregated information about specific natural expense categories underlying certain income statement expense line items that are considered relevant.

The FASB also issued ASU 2025-01, Expense Disaggregation Disclosures:

Clarifying the Effective Date, which clarifies the adoption date of ASU 2024-03 as annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted, and the guidance should be applied either prospectively to financial statements issued for reporting dates after the effective date or retrospectively to any or all prior periods presented in the financial statements.

We are currently evaluating the impact of this guidance on the Company’s disclosures.

In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software.

ASU 2025-06 amends certain aspects of the accounting for and disclosure of internal-use software costs under ASC 350-40.

The guidance is effective for interim and annual periods beginning after December 15, 2027, with early adoption permitted, and can be applied prospectively, retrospectively, or with a modified transition approach.

We are currently evaluating the impact of this guidance on the Company’s disclosures.

We have considered the applicability and impact of all ASUs.

We have assessed ASUs not listed above and determined that they were either not applicable or were not expected to have a material impact on our financial statements.

We have assessed the ASUs not listed above and determined that they were either not applicable or were not expected to have a material impact on our consolidated financial statements.

Discontinued Operations and Divestiture

Discontinued Operations

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On July 2, 2023, we completed the sale, receiving net cash proceeds of approximately $ 446 million, including $ 3.3 million of cash received from the settlement of certain forward contracts.

Refer to Note 23 - Derivative Financial Instruments for more information.

Refer to Note 23 - Derivative Financial Instruments to our consolidated financial statements included in this Form 10-K for more information.

In the year ended December 31, 2023, we recorded a net gain on sale of discontinued operations of $ 15.7 million related to the July 2, 2023, sale of JW Australia.

The net gain on sale includes $ 30.3 million of cumulative translation adjustments l osses and $ 1.0 million of accumulated net actuarial pension losses reclassified from other comprehensive income.

The net gain on sale includes $ 30.3 million of cumulative translation adjustments losses and $ 1.0 million of accumulated net actuarial pension losses reclassified from other comprehensive income (loss).

The net gain on sale also includes a $ 10.2 million loss recorded in the fourth quarter of 2023 in estimated taxes directly related to the sale transaction and return to provision true ups for the period in which we owned JW Australia.

We recorded a $ 1.4 million loss on sale of discontinued operations in the year ended December 31, 2024, related to settlement of an outstanding tax liability for JW Australia.

We recorded a $ 1.0 million gain on sale of discontinued operations in the year ended December 31, 2025, due to a release of reserve associated with purchases under a supply agreement in the second quarter of 2025.

This divestiture qualified as a discontinued operation as of April 17, 2023, since it represents a strategic shift for us and has a major effect on our consolidated results of operations.

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After the completion of the sale, we entered into an agreement to provide certain transition services to JW Australia, including providing information technology post-closing services, purchases under a supply agreement, and reimbursement for certain costs to upgrade specific IT systems up to a capped amount.

As of December 31, 2024, we had a liability of $ 3.2 million relating to these matters, which was included in accrued expenses and other current liabilities in our consolidated balance sheet.

As of December 31, 2023, our liability relating to these matters was $ 8.2 million, of which $ 6.1 million was included in accrued expenses and other current liabilities, and the remaining was included in deferred credits and other liabilities in the accompanying consolidated balance sheet.

We had a liability of $ 0.3 million and $ 3.2 million as of December 31, 2025 and 2024, respectively, relating to these matters, which were included in accrued expenses and other current liabilities in the accompanying consolidated balance sheets.

Components of amounts reflected in the consolidated statements of operations related to discontinued operations are presented in the table, as follows:

Year Ended December 31,

(amounts in thousands) 2023

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Selling, general and administrative 62,263

Restructuring and asset-related charges — 611

Operating income 28,038

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The following table presents cash flow and non-cash information related to discontinued operations:

Year Ended December 31,

(amounts in thousands) 2023

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Provision for bad debt 5,062

Accounts Receivable

We sell our manufactured products to a large number of customers, primarily in the residential housing construction and remodel sectors, broadly dispersed across many domestic and foreign geographic regions.

Court-Ordered Divestiture of Towanda

On January 17, 2025, pursuant to an order issued by the United States District Court for the Eastern District of Virginia, Richmond Division, and the previously announced Asset Purchase Agreement dated October 11, 2024 and effective December 13, 2024, JWI completed the sale of its Towanda, PA operations to WG Towanda LLC, a wholly owned subsidiary of Woodgrain Inc.

Towanda was previously included within the North America segment.

Since the Company will continue manufacturing door skins for its internal needs, the court-ordered divestiture decision did not represent a strategic shift thereby precluding the court-ordered divestiture as qualifying as a discontinued operation.

The selling price of Towanda was $ 115.0 million, subject to certain adjustments and closing conditions, paid in cash during the first quarter of 2025.

In connection with the Asset Purchase Agreement, the Company recognized a $ 31.4 million goodwill impairment charge during the fourth quarter of 2024.

We recorded a $ 0.7 million pre-tax gain on the sale of Towanda, within SG&A in our consolidated statements of operations during the first quarter of 2025.

The gain is driven by a post-close net working capital adjustment.

Towanda had a net carrying value of $ 110.8 million, which included property and equipment, net of $ 65.4 million, inventory of $ 16.7 million, trade receivables of $ 8.8 million, operating lease assets of $ 2.2 million, intangible assets, net of $ 1.5 million, and goodwill of $ 33.6 million.

The goodwill is not deductible for tax purposes.

The assets were partially offset by accounts payable of $ 9.2 million and other liabilities which were individually immaterial.

We recorded $ 8.5 million in tax expense related to the gain from the sale within income tax expense in the accompanying consolidated statement of operations during the first quarter of 2025, of which $ 7.8 million was offset with a change in our tax valuation allowance in the third quarter of 2025.

Accounts Receivable, Net

We sell our manufactured products to many customers, primarily in the residential housing construction and remodel sectors, broadly dispersed across many domestic and foreign geographic regions.

We assess the credit risk relating to our accounts receivable based on quantitative and qualitative factors, including historical credit collections within each region where we have operations.

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Two customers, The Home Depot and Lowe’s Companies, each accounted for more than 10% of the consolidated accounts receivable, net balance as of December 31, 2025 and 2024.

The following is a roll forward of our allowance for credit losses:

Year Ended December 31,

The Home Depot, a customer of our North America segment, represented approximately 17 % and 19 % of the consolidated accounts receivable, net balance as of December 31, 2025 and 2024, respectively, and 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 16 % of the consolidated accounts receivable, net balance as of December 31, 2025 and 2024, and approximately 13 %, 12 %, and 11 % of our consolidated net revenues during the years ended December 31, 2025, 2024, and 2023, respectively.

The following is a roll forward of our allowance for credit losses for each of the periods ending December 31:

(amounts in thousands) 2025 2024 2023

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Balance at period end $ ( 11,125 ) $ ( 9,605 ) $ ( 11,265 )

The increase in the allowance for credit losses during 2025 was primarily due to an increase in aged receivables across the portfolio.

Inventories are stated at the lower of cost or net realizable value.

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Total inventories $ 444,102 $ 460,107

To conform with the current period presentation, certain amounts in prior period information have been reclassified.

Property and Equipment, Net

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Total property and equipment, net $ 728,445 $ 681,439

We recorded accelerated depreciation of our plant and equipment of $ 15.0 million, $ 7.4 million and $ 0.7 million during the years ended December 31, 2024, 2023 and 2022, respectively, within restructuring and asset-related charges in the accompanying consolidated statements of operations.

Refer to Note 19 - Restructuring and Asset-Related Charges for more information.

We recorded accelerated depreciation of our plant and equipment of $ 2.6 million, $ 15.0 million, and $ 7.4 million during the years ended December 31, 2025, 2024, and 2023, respectively, within restructuring and asset-related charges, net in the accompanying consolidated statements of operations.

Refer to Note 19 - Restructuring and Asset-Related Charges, Net to our consolidated financial statements included in this Form 10-K for more information.

Additionally, we recorded accelerated depreciation of $ 9.1 million during the year ended December 31, 2023, from reviews of North America equipment capacity optimization.

These charges were recorded within cost of sales in the accompanying consolidated statements of operations.

The effect on our carrying value of property and equipment due to currency translations for foreign property and equipment, net, was a decrease of $ 13.6 million and an increase of $ 7.9 million as of December 31, 2024 and 2023, respectively.

The effect on our carrying value of property and equipment, net due to currency translations for foreign property and equipment, net, was an increase of $ 25.5 million as of December 31, 2025, compared to a decrease of $ 13.6 million as of December 31, 2024.

Depreciation expense was recorded as follows:

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Total depreciation expense $ 84,122 $ 86,561 $ 94,587

Goodwill was tested for impairment on an annual basis during the fourth quarter and between annual tests if indicators of potential impairment existed.

Between annual testing dates, the Company monitored factors such as its market capitalization, comparable company market multiples, macroeconomic conditions, and individual reporting unit financial performance to identify conditions that could impact the Company’s assumptions utilized in the determination of the estimated fair values of the Company’s reporting units and indefinite-lived intangible assets significantly enough to trigger an interim impairment test.

The goodwill impairment tests were based on determining the fair value of the specified reporting units using management judgments and assumptions under two valuation approaches:

discounted cash flows under the income approach (classified in Level 3 of the fair value hierarchy) and comparable company market valuation under the market approach (classified in Level 2 of the fair value hierarchy).

These valuation approaches were subject to significant assumptions and judgments that were sensitive to change, including revenue growth rates, expected EBITDA, market multiples, discount rates, capital expenditures, incremental net working capital, income tax rates, and terminal growth rates.

Following our 2023 annual impairment test for our Europe reporting unit, we concluded that while no impairment existed, the fair value of our reporting unit exceeded its carrying value by approximately 3 %.

During the third quarter of 2024, the Company updated its financial forecast for the Europe reportable segment to reflect anticipated macroeconomic conditions of prolonged elevated interest rates leading to reduced revenue growth expectations.

The end of the third fiscal quarter also marks the conclusion of our generally heavier seasonal sales period and our European net sales were negatively impacted by weaker market demand.

Accordingly, the Company determined that a triggering event occurred requiring an interim goodwill impairment test for its European reporting unit as of September 28, 2024.

Based upon the results of our interim impairment test, we concluded the carrying value of our Europe reporting unit exceeded its fair value, and we recorded a goodwill impairment charge of $ 63.4 million, representing a partial impairment of goodwill assigned to the Europe reporting unit.

Following this partial impairment, the reporting unit’s carrying amount equaled the fair value.

The Company elected to perform a qualitative analysis as of the fourth quarter 2024 for the Europe reporting unit.

Our analysis did not determine that it was more likely than not that the carrying value of the Europe reporting unit exceeded the fair value.

During the fourth quarter 2024, we quantitatively determined that the fair value of our North America reporting unit exceeded its net carrying amount and no goodwill impairment existed.

We determined that the fair value of our North America reporting unit would have to decline by less than 10 % to be considered impaired.

During the first quarter of 2025, the Company determined that a triggering event occurred, requiring an interim goodwill impairment test of its North America reporting unit as of March 29, 2025.

This was due to factors that increased short-term volatility in sales and EBITDA volatility, reflecting anticipated economic headwinds, deterioration of market demand versus previous expectations, and uncertainty around how potential increases in inflationary pressures on imports will impact customer demand.

These factors included a decrease in the US GDP growth consensus estimate for 2025 by approximately 40 basis points from the end of 2024.

Further, the National Association of Homebuilders reported that single-family starts were projected to grow 70 basis points less than previously estimated, and multifamily starts were expected to decline 6.0 % in 2025, down from a 3.5 % decline cited in previous reports.

Additionally, during the first quarter, we saw a continued decline in the market price of our common stock, resulting in a decrease in our market capitalization.

The impairment test indicated a non-cash goodwill impairment charge related to the North America reporting unit of $ 137.7 million, which the Company recorded in the accompanying consolidated statements of operations during the first quarter of 2025.

Following this impairment charge to our North America reporting unit, the fair values of both of our reporting units approximate their carrying value.

During the third quarter of 2025, the Company determined that a triggering event occurred, requiring an interim goodwill impairment test of its North America and Europe reporting units as of September 27, 2025.

The end of the third fiscal quarter marks the conclusion of our generally heavier seasonal sales period, and our net sales during this period were negatively impacted by weaker than previously expected market demand in each of our reporting units.

This was due to increased economic headwinds, further deterioration of market demand versus previous expectations as well as the impacts of continued elevated interest rates and inflationary pressures extending the time horizon for market demand recovery.

Our European business also experienced lower than expected demand in some of our larger markets as well as inventory re-balancing that impacted purchasing from our larger customers.

In addition, we were unable to realize previously expected base productivity in both of our reporting units contributing to lower than expected profitability levels.

As a result of these factors, the Company updated its financial forecast for the North America and Europe reporting units to reflect current and anticipated macroeconomic conditions leading to reduced revenue growth expectations and profitability.

As a result of our impairment tests, all the remaining goodwill related to both the North America and Europe reporting units was determined to be fully impaired, and a $ 196.9 million non-cash goodwill impairment charge was recorded in the accompanying consolidated statements of operations during the third quarter of 2025.

The following table summarizes the changes in goodwill by reportable segment:

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$ 182,412 $ 268,512 $ 450,924

Sale of business ( 900 ) — ( 900 )

Currency translation ( 487 ) ( 17,876 ) ( 18,363 )

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$ 181,025 $ 250,636 $ 431,661

Sale of business ( 900 ) — ( 900 )

Currency translation 223 33,771 33,994

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$ — $ ( 60,754 ) $ ( 60,754 )

Impairment (1)

— ( 63,445 ) ( 63,445 )

Currency translation — 7,705 7,705

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Impairment ( 181,248 ) ( 153,369 ) ( 334,617 )

— ( 63,445 ) ( 63,445 )

Currency translation — ( 14,544 ) ( 14,544 )

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Balance, net of impairment at December 31, 2025

$ 181,025 $ 134,142 $ 315,167

(1) During the fourth quarter of 2024, we recognized a $ 31.4 million impairment charge related to the court-ordered divestiture of Towanda.

As of December 31, 2024, 2023 and 2022, the assets and liabilities of Towanda qualify as held for sale and are not included in the above reportable segments amount.

Refer to Note 20 - Held for Sale for more information.

During the third quarter of 2022, management identified various qualitative and quantitative factors which collectively indicated a triggering event had occurred within our North America and Europe reporting units.

These factors included the macroeconomic environment in each region including increasing interest rates, persistent inflation, and operational inefficiencies attributable to ongoing global supply chain disruptions, the continuing geopolitical environment in Europe associated with the conflict between Russia and Ukraine, and foreign exchange fluctuations.

These factors have negatively impacted our business performance.

Based upon the results of our interim impairment analysis, we concluded that the carrying value of our Europe reporting unit exceeded its fair value, and we recorded a goodwill impairment charge of $ 54.9 million, for the year ended December 31, 2022, representing a partial impairment of goodwill assigned to the Europe reporting unit.

In addition, we determined our North America reporting unit was not impaired.

As previously disclosed, following our 2023 annual impairment test for our Europe reporting unit, we concluded that while no impairment existed, the fair value of our reporting unit exceeded its carrying value by approximately 3 %.

The end of the third fiscal quarter also marks the conclusion of our generally heavier seasonal sales period and our European net sales were negatively impacted by weaker market demand.

Accordingly, the Company determined that a triggering event occurred requiring an interim goodwill impairment test for its European reporting unit as of September 28, 2024.

Based upon the results of our interim impairment assessment, we concluded the carrying value of our Europe reporting unit exceeded its fair value, and we recorded a goodwill impairment charge of $ 63.4 million, representing a partial impairment of goodwill assigned to the Europe reporting unit.

Following this partial impairment, the reporting unit’s carrying amount equaled the fair value.

We performed our annual impairment assessments during the fourth quarter.

The Company elected to perform a qualitative analysis as of the fourth quarter for the Europe reporting unit.

Our analysis did not determine that it was more likely than not that the carrying value of the Europe reporting unit exceeded the fair value.

During the fourth quarter, we quantitatively determined that the fair value of our North America reporting unit exceeded its net carrying amount and no goodwill impairment existed.

We determined that the fair value of our North America reporting unit would have to decline by less than 10 % to be considered impaired.

As of December 31, 2024 and 2023, the assets and liabilities of Towanda qualified as held for sale and are not included in the above reportable segments amount.

Refer to Note 20 - Held for Sale to our consolidated financial statements included in this Form 10-K for more information.

Intangible Assets, Net

16 unchanged sentences

Total amortizable intangibles $ 239,733 $ ( 137,746 ) $ 101,987

We recorded accelerated amortization of $ 14.1 million during the years ended December 31, 2024 and 2023, for an ERP that we are no longer utilizing after we completed our related obligations under the JW Australia Transition Services Agreement during the first quarter of 2024.

The expense was recorded within SG&A expense in the accompanying consolidated statements of operations.

The effect on our carrying value of intangible assets due to currency translations for foreign intangible assets was a decrease of $ 1.2 million and an increase of $ 0.7 million as of December 31, 2024 and 2023, respectively.

The expense was recorded within SG&A in the accompanying consolidated statements of operations.

The effect on our carrying value of intangible assets due to currency translations for foreign intangible assets was an increase of $ 1.9 million as of December 31, 2025, compared to a decrease of $ 1.2 million as of December 31, 2024.

Amortization expense was recorded as follows:

2 unchanged sentences

Amortization expense $ 22,721 $ 33,383 $ 36,523

Estimated future amortization expense:

(amounts in thousands)

Estimated future amortization expense is as follows for each of the periods ending December 31:

(amounts in thousands) Total

2026 $ 19,623

16 unchanged sentences

During the years ended December 31, 2025 and 2024, we obtained $ 4.4 million and $ 5.6 million in ROU assets, respectively, in exchange for finance lease liabilities.

We recorded accelerated amortization on our ROU assets of $ 7.2 million, $ 0.5 million and $ 0.9 million during the years ended December 31, 2024, 2023 and 2022, respectively, within restructuring and asset-related charges in the accompanying consolidated statements of operations.

Refer to Note 19 - Restructuring and Asset-Related Charges for more information.

We recorded accelerated amortization on our ROU assets of $ 0.6 million, $ 7.2 million, and $ 0.5 million during the years ended December 31, 2025, 2024, and 2023, respectively, within restructuring and asset-related charges, net in the accompanying consolidated statements of operations.

Refer to Note 19 - Restructuring and Asset-Related Charges, Net to our consolidated financial statements included in this Form 10-K for more information.

The components of lease expense were as follows:

14 unchanged sentences

Finance 6.3 % 6.4 %

As of December 31, 2024, future minimum lease payment obligations under operating and finance leases are as follows for each of the periods ending December 31:

Future minimum lease payment obligations under operating and finance leases are as follows for each of the periods ending December 31:

(amounts in thousands) Operating Leases (1)

6 unchanged sentences

Thereafter 37,915 333 38,248

Total lease payments 165,263 11,307 176,570

Total future minimum lease payments 231,125 13,259 244,384

Interest ( 38,799 ) ( 1,437 ) ( 40,236 )

1 unchanged sentence

(1) Operating lease payments include $ 4.1 million related to options to extend lease terms that are reasonably certain of being exercised.

Sales-Leaseback Transaction

On December 22, 2025, the Company completed a sale-leaseback transaction for its industrial warehouse located in Coral Springs, Florida.

The property was sold for $ 38.0 million in cash proceeds, of which $ 0.4 million was deducted for closing expenses.

The net book value of the property at the time of sale was approximately $ 3.3 million.

In connection with the sale, the Company recognized a pre-tax gain on sale of $ 34.3 million in the year ended December 31, 2025, which is recorded within SG&A in the accompanying consolidated statements of operations.

The transaction qualifies as a sale in accordance with GAAP under ASC 606 and ASC 842, and the leaseback is classified as an operating lease.

At lease commencement, the Company recognized an ROU asset and lease liability of $ 11.1 million, in the accompanying consolidated balance sheet, measured at the present value of future lease payments as of the lease commencement date using the Company’s incremental borrowing rate of 5.6 %.

The lease has an initial non-cancelable term of five years with an option to renew for an additional period of five years .

Annual base rent is $ 2.3 million payable monthly and increases on a straight-line basis over the initial lease term to $ 2.7 million.

The lease does not contain any purchase options .

Accrued Payroll and Benefits

3 unchanged sentences

Accrued vacation 29,286 26,877

Accrued bonuses and commissions 14,623 7,877

Other accrued benefits 14,291 14,042

Accrued payroll taxes 10,260 11,240

Accrued bonuses and commissions 7,877 45,742

defined contributions and other accrued benefits 869 1,113

6 unchanged sentences

33,761 32,738

Non-income related taxes 19,952 20,072

Current portion of warranty liability ( Note 11 )

21,321 18,394

Non-income related taxes 18,786 19,952

Accrued expenses 17,958 10,783

Current portion of accrued claim costs relating to self-insurance programs 15,166 15,254

Accrued freight 14,779 15,174

Accrued expenses 10,783 15,758

Accrued interest payable 9,224 9,846

Current portion of restructuring accrual ( Note 19 )

Accrued income taxes payable 7,433 9,252

Deferred revenue and customer deposits 4,946 5,404

Legal claims provision ( Note 25 )

Accrued income taxes payable 1,583 7,433

Current portion of derivative liability ( Note 23 )

Total accrued expenses and other current liabilities $ 223,147 $ 224,209

The accrued sales and advertising rebates, accrued interest payable, accrued freight, and non-income related taxes can significantly fluctuate period-over-period due to timing of payments.

Warranty Liability

6 unchanged sentences

An analysis of our warranty liability is as follows:

(amounts in thousands) December 31, 2024 December 31, 2023 December 31, 2022

Year Ended December 31,

(amounts in thousands) 2025 2024 2023

Balance as of January 1, $ 47,289 $ 53,247 $ 52,389

10 unchanged sentences

Long-Term Debt

Our long-term debt, net of original issue discount and unamortized debt issuance costs, consisted of the following:

December 31, 2024 December 31, 2024 December 31, 2023

(amounts in thousands) Interest Rate

Senior Notes 4.88 % - 7.00 %

Our long-term debt, net of original issue discounts and unamortized debt issuance costs, consisted of the following:

(amounts in thousands) December 31, 2025 Interest Rates December 31, 2025 December 31, 2024

Senior Notes due December 2027 4.88 %

$ 400,000 $ 400,000

Term Loan Facility 6.69 % (1)

Term Loan Facility due July 2028 6.03 % (1)

375,525 380,888

Finance leases and other financing arrangements 1.00 % - 8.95 % (1)

Senior Notes due September 2032 7.00 %

350,000 350,000

Mortgage notes — 22,070

Finance leases and other financing arrangements 1.00 % - 8.28 % (1)

54,458 61,071

Total debt $ 1,179,983 $ 1,191,959

Unamortized debt issuance costs and original issue discounts ( 6,679 ) ( 8,583 )

1 unchanged sentence

Long-term debt $ 1,149,614 $ 1,152,449

(1) Term Loan B and certain finance leases and other financing arrangements are subject to variable interest rates.

(1) Term Loan Facility due July 2028 and certain finance leases and other financing arrangements are subject to variable interest rates.

Summaries of our significant changes to outstanding debt agreements as of December 31, 2025, are as follows:

5 unchanged sentences

Interest is payable semiannually, in arrears, each May and November.

On August 3, 2023, we redeemed all $ 250.0 million of our 6.25 % Senior Secured Notes and $ 200.0 million of our 4.63 % Senior Notes.

In August 2023, we redeemed all $ 250.0 million of our 6.25 % Senior Secured Notes and $ 200.0 million of our 4.63 % Senior Notes.

The Company recognized a pre-tax loss of $ 6.5 million on the redemption in the third quarter of 2023, consisting of $ 3.9 million in call premium and $ 2.6 million in accelerated amortization of debt issuance costs.

4 unchanged sentences

In September 2024, we utilized a portion of the proceeds from the issuance of our 7.00 % Senior Notes described above to redeem the remaining $ 200.0 million of our 4.63 % Senior Notes.

The Company recognized a pre-tax loss of $ 0.5 million on the redemption in the third quarter of 2024, consisting entirely in accelerated amortization of debt issuance costs.

The Company recognized a pre-tax loss of $ 0.5 million on the redemption in the third quarter of 2024, consisting entirely of accelerated amortization of debt issuance costs.

Our total indebtedness as of December 31, 2025, was $ 1.18 billion of which $ 23.7 million in short-term debt obligations is due and payable within the next 12 months.

Our $ 400.0 million Senior Notes bearing interest of 4.88 % are due and payable in December 2027.

To service our indebtedness, we may be required to undertake various actions including, but not limited to, refinancing all or a portion of our existing long-term debt, pursuing strategic reviews of our assets and businesses, entering into sale-leaseback transactions for selected properties, adjusting our planned level of capital and other expenditures, or other strategies.

In addition, in accordance with our credit agreements, dispositions of assets or businesses may require us to use all or a portion of the proceeds of such sales to pay down certain portions of our debt.

Term Loan Facility

2 unchanged sentences

The replacement term loans originally bore interest at LIBOR (subject to a floor of 0.00 %) plus a margin of 2.00 % to 2.25 % depending on JWI’s corporate credit ratings.

In addition, the amendment also modified certain other terms and provisions of the Term Loan Facility and adds language to address the replacement of LIBOR with a SOFR basis upon the June 30, 2023, cessation of the publication of LIBOR.

In addition, the amendment also modified certain other terms and provisions of the Term Loan Facility and added language to address the replacement of LIBOR with a SOFR basis upon June 30, 2023, cessation of the publication of LIBOR.

Voluntary prepayments of the replacement term loans are permitted at any time, in certain minimum principal amounts, but were subject to a 1.00 % premium during the first six months.

7 unchanged sentences

As a result of this amendment, we recognized debt extinguishment and refinancing costs of $ 1.4 million, which included $ 0.8 million of unamortized debt issuance costs and original discount fees.

In August 2024, we utilized a portion of the proceeds received from our issuance of $ 350.0 million of Senior Notes to repay $ 150.0 million of the outstanding balance of our Term Loan Facility.

As of December 31, 2024, the outstanding principal balance, net of original issue discount, was $ 380.5 million.

In May 2020, we entered into interest rate swap agreements with a weighted average fixed rate of 0.395 % paid against one-month LIBOR floored at 0.00 % with outstanding notional amounts aggregating to $ 370.0 million corresponding to that amount of the debt outstanding under our Term Loan Facility.

In June 2023, the interest rate swap agreements were amended to convert to a SOFR basis on June 30, 2023, resulting in a weighted average fixed rate of 0.317 % paid against one-month USD-SOFR CME Term floored at ( 0.10 )%.

The interest rate swap agreements were designated as cash flow hedges of a portion of the interest obligations on our Term Loan Facility borrowings and matured in December 2023.

Refer to Note 23 - Derivative Financial Instruments for more information on our derivative assets and liabilities.

In February 2024, we entered into interest rate collar agreements with a cap rate of 4.50 % paid against one-month USD-SOFR CME Term floored at 3.982 % and 3.895 % with outstanding notional amounts aggregating to $ 100.0 million corresponding to that amount of the debt outstanding under our Term Loan Facility.

The interest rate collar agreements were designated as cash flow hedges of a portion of the interest obligations on our Term Loan Facility borrowings and mature in February 2026.

Refer to Note 23 - Derivative Financial Instruments for more information on our derivative assets and liabilities.

Refer to Note 23 - Derivative Financial Instruments to our consolidated financial statements included in this Form 10-K for more information on our derivative assets and liabilities.

In August 2024, we utilized a portion of the proceeds received from our issuance of $ 350.0 million of Senior Notes to repay $ 150.0 million of the outstanding balance of our Term Loan Facility.

As of December 31, 2025, the outstanding principal balance, net of original issue discount, was $ 375.3 million.

Revolving Credit Facility

1 unchanged sentence

We pay a fee of 0.25 % on the unused portion of the commitments.

The ABL Facility has a minimum fixed charge coverage ratio that we are obligated to comply with under certain circumstances.

If there are outstanding borrowings against the ABL Facility, which results in the Company’s Global Excess Availability falling below the Level 1 Availability Trigger Amount, we would be required to comply with a minimum Fixed Charge Coverage Ratio as described in the ABL Facility credit agreement.

The ABL Facility has various non-financial covenants, including restrictions on liens, indebtedness, dividends, customary representations and warranties, and customary events of defaults and remedies.

In July 2021, we amended the ABL Facility to, among other things, extend the maturity date from December 2022 to July 2026, increase the aggregate commitment to $ 500.0 million, provide additional covenant flexibility, conform certain terms and provisions to the Term Loan Facility, and amend the interest rate grid applicable to the loans thereunder by adding language to address the replacement of LIBOR with a SOFR basis upon the June 30, 2023 cessation of the publication of LIBOR.

Pursuant to the amendment, the amount allocated to U.S.

borrowers was increased to $ 465.0 million.

The amount allocated to Canadian borrowers was maintained at $ 35.0 million.

Borrowings under the ABL Facility bore, at the borrower’s option, interest at either a base rate plus a margin of 0.25 % to 0.50 % depending on excess availability or LIBOR (subject to a floor of 0.00 %) plus a margin of 1.25 % to 1.50 % depending on excess availability.

All other material terms and conditions were unchanged.

In June 2023, we amended the ABL Facility to replace LIBOR with a Term SOFR based rate as the successor benchmark rate and made certain other technical amendments and related conforming changes.

All other material terms and conditions were unchanged.

As of December 31, 2024, we had no outstanding borrowings, $ 2.8 million in letters of credit and $ 416.4 million available under the ABL Facility.

Mortgage Notes – In December 2007, we entered into thirty-year mortgage notes secured by land and buildings in Denmark with principal payments which began in 2018.

In March 2025, we amended the ABL Facility to extend the maturity date from July 2026 to March 2028, replace the CDOR as the applicable rate with respect to loans denominated in Canadian Dollars with the CORRA, and make certain other technical amendments and related conforming changes.

All other material terms and conditions of the ABL Facility credit agreement were unchanged including the aggregate commitment, which remained at $ 500.0 million.

As a result of this amendment, the Company recognized a pre-tax loss of $ 0.2 million in the first quarter of 2025, consisting of unamortized issuance costs.

As of December 31, 2025, we had no outstanding borrowings under the ABL Facility, $ 19.7 million in letters of credit, and $ 348.6 million available under the ABL Facility.

Mortgage Notes

In December 2007, we entered into thirty-year mortgage notes secured by land and buildings in Denmark with principal payments which began in 2018.

In October 2024, we repaid the entire remaining principal balance of the mortgage notes of DKK 142.5 million ($ 20.7 million).

Finance leases and other financing arrangements – In addition to finance leases, we include loans secured by equipment in this category.

Finance leases and other financing arrangements

In addition to finance leases, we include loans secured by equipment in this category.

As of December 31, 2025, we had $ 54.5 million outstanding in this category, with maturities ranging from 2025 to 2032.

As of December 31, 2025, we were in compliance with the terms of all our Credit Facilities and the indentures governing the Senior Notes.

The future maturities of debt, excluding unamortized debt issuance costs and original issue discounts as of December 31, 2024, are as follows:

(amounts in thousands)

The future maturities of debt, excluding unamortized debt issuance costs and original issue discounts are as follows for each of the periods ending December 31:

(amounts in thousands) Total

2026 $ 24,103

2 unchanged sentences

(amounts in thousands) December 31, 2025 December 31, 2024

Warranty liability (Note 11)

$ 28,895 $ 30,428

Uncertain tax positions (Note 15)

1 unchanged sentence

Workers' compensation claims accrual 20,114 20,783

Warranty liability (Note 11)

19,355 28,895

Environmental contingencies (Note 25)

4 unchanged sentences

Segment Information

We report our segment information in the same way management internally organizes the business to assess performance and make decisions regarding allocation of resources in accordance with ASC 280-10 - Segment Reporting .

We report our segment information in the same way management internally organizes the business to assess performance and make decisions regarding the allocation of resources in accordance with ASC 280-10 - Segment Reporting .

Management, inclusive of the CODM, reviews net revenues and Adjusted EBITDA from continuing operations to evaluate segment performance and allocate resources.

5 unchanged sentences

goodwill impairment;

restructuring and asset-related charges;

M&A related costs;

restructuring and asset-related charges, net;

M&A related costs (income);

net (gain) loss on sale of business, property and equipment;

5 unchanged sentences

We use Adjusted EBITDA from continuing operations because we believe this measure assists investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance.

For each of our segments, our CODM uses Adjusted EBITDA to measure operational performance by comparing historical, actual and forecasted amounts on a regular basis, and to allocate resources in the annual budget and forecasting process.

Adjusted EBITDA is also a significant performance measure in our annual incentive compensation.

For each of our segments, our CODM uses Adjusted EBITDA from continuing operations to measure operational performance by comparing historical, actual and forecasted amounts on a regular basis, and to allocate resources in the annual budget and forecasting process.

Adjusted EBITDA from continuing operations is also a significant performance measure in our annual incentive compensation.

We have two reportable segments, organized and managed principally in geographic regions:

4 unchanged sentences

These products reach builders, repair and replacement contractors, architects, and homebuilders through direct and indirect channels, including dealer and distribution networks.

Europe – Within our Europe Segment, the Company manufactures and supplies to retailers, merchants, house-builders and construction companies’ interior doors, doorsets and door kits, in wood and steel, with both standard and high-performance features.

Europe – Within our Europe segment, the Company manufactures and supplies to retailers, merchants, housebuilders and construction companies’ interior doors, doorsets and door kits, in wood and steel, with both standard and high-performance features.

Factors considered in determining the two reportable segments include the nature of business activities, the management structure accountable directly to the CODM, the discrete financial information regularly provided to the CODM, and information presented to the Board of Directors and investors.

1 unchanged sentence

No operating segments have been aggregated for our presentation of reportable segments.

The following tables set forth certain information relating to our segments’ operations:

Year Ended December 31, 2025

12 unchanged sentences

Adjusted EBITDA from continuing operations $ 99,462 $ 55,310 $ 154,772

Total Reportable Segment Adjusted EBITDA $ 321,784

Total Reportable Segment Adjusted EBITDA from continuing operations $ 154,772

Depreciation and amortization 112,381

4 unchanged sentences

Goodwill impairment 334,617

Restructuring and asset-related charges 68,092

Restructuring and asset-related charges, net 44,511

M&A related costs 9,053

2 unchanged sentences

Share-based compensation expense 14,994

Non-cash foreign exchange transaction/translation gain ( 3,101 )

Pension settlement charge 6,644

Other special items (2)

Loss from continuing operations, before tax $ ( 474,319 )

(1) Other segment items included depreciation and amortization which are included as a component of the significant expense categories regularly provided to the CODM above but are not included in the measure of segment profit, as well as other items which are excluded from the categories regularly provided to the CODM, which included:

North America - Refund of deposits for antidumping and countervailing duties on wood mouldings and millwork products purchased from China from 2022 to 2023 and pension expense.

Europe - Foreign currency losses, pension expense and energy subsidies.

(1) Other segment items included depreciation and amortization, which are included as a component of the significant expense categories regularly provided to the CODM above but are not included in the measure of segment profit, as well as other items, which are excluded from the categories regularly provided to the CODM, which primarily included:

North America - Pension expense, gain on derivatives, and refund of deposits for antidumping and countervailing duties on wood mouldings and millwork products purchased from China from 2022 to 2023.

Europe - Foreign currency losses and pension expense.

(2) Other special items not core to ongoing business activity included $ 3.5 million in expenses related to an environmental matter in Corporate and unallocated costs.

Year Ended December 31, 2025

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Adjusted EBITDA from continuing operations $ 254,071 $ 67,713 $ 321,784

Total Reportable Segment Adjusted EBITDA $ 463,644

Total Reportable Segment Adjusted EBITDA from continuing operations $ 321,784

Depreciation and amortization 125,786

3 unchanged sentences

Net legal and professional expenses and settlements 62,722

Restructuring and asset-related charges 35,741

Goodwill impairment 94,801

Restructuring and asset-related charges, net 68,092

M&A related costs 15,296

2 unchanged sentences

Share-based compensation expense 15,465

Pension settlement charge 4,349

Non-cash foreign exchange transaction/translation loss 595

Non-cash foreign exchange transaction/translation gain ( 3,101 )

Other special items (2)

Income from continuing operations, before tax $ 88,574

North America - Refund of deposits for antidumping and countervailing duties on wood mouldings and millwork products purchased from China from 2020 to 2022, ERC from the U.S.

government and pension expense.

Europe - Energy subsidies, foreign currency gains and pension expense.

Loss from continuing operations, before tax $ ( 170,818 )

North America - Refund of deposits for antidumping and countervailing duties on wood mouldings and millwork products purchased from China from 2022 to 2023 and pension expense.

Europe - Foreign currency losses, pension expense, and energy subsidies.

(2) Other special items not core to ongoing business activity included a loss of $ 4.8 million of cumulative foreign currency translation adjustments related to the substantial liquidation of a foreign subsidiary in Chile and Mexico in our North America segment.

Year Ended December 31, 2024

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Adjusted EBITDA from continuing operations $ 382,189 $ 81,455 $ 463,644

Total Reportable Segment Adjusted EBITDA $ 427,210

Total Reportable Segment Adjusted EBITDA from continuing operations $ 463,644

Depreciation and amortization 134,996

3 unchanged sentences

Net legal and professional expenses and settlements 28,184

Goodwill impairment 54,885

Restructuring and asset-related charges 17,622

Restructuring and asset-related charges, net 35,741

M&A related costs 6,575

Net gain on sale of business, property, and equipment ( 10,523 )

Loss on extinguishment and refinancing of debt 6,487

Share-based compensation expense 17,477

Pension settlement charge 4,349

Non-cash foreign exchange transaction/translation loss 595

1 unchanged sentence

Income from continuing operations, before tax $ 88,574

North America - Pension gain, credit for overpayments of utility expenses and facility rental income.

Europe - Pension expense, foreign currency losses and cash received from government pandemic assistance programs in Europe as a result of COVID-19.

North America - Refund of deposits for antidumping and countervailing duties on wood mouldings and millwork products purchased from China from 2020 to 2022, ERC from the U.S government and pension expense.

Europe - Energy subsidies, foreign currency gains, and pension expense.

(2) Other special items not core to ongoing business activity included ($ 3.1 ) million in income from short-term investments and forward contracts related to the JW Australia divestiture in Corporate and unallocated costs, ($ 2.8 ) million in adjustments to compensation and non-income taxes associated with exercises of legacy equity awards in our Europe segment, and $ 2.2 million in costs that do not meet the GAAP definition of restructuring, primarily related to the closure of a certain facility in our Europe segment.

Year Ended December 31, 2023

16 unchanged sentences

Total $ 3,211,181 $ 3,775,592 $ 4,304,334

Geographic information regarding property, plant, and equipment which exceed 10% of consolidated property, plant, and equipment is as follows:

Geographic information regarding property, plant, and equipment, net which exceeds 10% of consolidated property, plant, and equipment, net is as follows:

Year Ended December 31,

7 unchanged sentences

Total property and equipment, net $ 728,445 $ 681,439 $ 644,242

Income before taxes, is comprised of the following:

(Loss) income before taxes is comprised of the following:

Year Ended December 31,

3 unchanged sentences

Total (loss) income before taxes $ ( 474,319 ) $ ( 170,818 ) $ 88,574

Our foreign (loss) income is historically driven by our subsidiaries in Canada, Germany, Denmark, and United Kingdom.

Our foreign (loss) income is historically driven by our subsidiaries in Austria, Canada, Germany, Denmark, and the United Kingdom.

Significant components of the provision for income taxes are as follows:

9 unchanged sentences

Deferred taxes 136,932 ( 16,984 ) 23,598

Federal 91,570 ( 15,996 ) 1,756

State 45,140 1,400 9,510

Foreign 11,220 31,358 52,073

Total provision for income taxes $ 147,930 $ 16,762 $ 63,339

2 unchanged sentences

Year Ended December 31, 2025

(amounts in thousands) Amount %

federal statutory tax rate $ ( 99,607 ) 21.0 %

State and local income taxes, net of federal income tax effect (1)

35,707 ( 7.5 )%

(amounts in thousands) Amount % Amount % Amount %

Foreign tax effects

Goodwill impairment 8,078 ( 1.7 )%

Other, net ( 842 ) 0.2 %

Goodwill impairment 10,749 ( 2.3 )%

Other, net ( 180 ) —%

Other, net 8,517 ( 1.8 )%

Goodwill impairment 5,791 ( 1.2 )%

Other, net 348 ( 0.1 )%

United Kingdom

Changes in valuation allowance 12,936 ( 2.8 )%

Other, net ( 754 ) 0.2 %

Other foreign jurisdictions ( 971 ) 0.2 %

Effect of cross-border tax laws

Change in indefinite reversal assertion 5,883 ( 1.2 )%

Other effects of cross-border tax laws ( 891 ) 0.2 %

Changes in valuation allowances 130,402 ( 27.5 )%

Nontaxable or nondeductible items

Goodwill impairment 21,308 ( 4.5 )%

Impact of divestiture - goodwill 7,065 ( 1.5 )%

Other, net 4,461 ( 0.9 )%

Changes in unrecognized tax benefits 996 ( 0.2 )%

Other adjustments ( 1,066 ) 0.2 %

Effective Tax Rate $ 147,930 ( 31.2 )%

(1) State taxes in California, Florida, New York and Illinois made up the majority (greater than 50%) of the tax effect in this category.

(amounts in thousands) Amount % Amount %

Statutory rate $ ( 35,860 ) 21.0 % $ 18,601 21.0 %

14 unchanged sentences

(1) Tax effect on sale of business during the year ended December 31, 2024, primarily relates to the sale of our business in St.

During the year ended December 31, 2024, we recognized an expense of $ 24.6 million from the increase to valuation allowances on foreign and state NOL and credit carryforwards, $ 20.2 million of tax expense attributable to nondeductible goodwill impairment, $ 7.1 million of tax expense attributed to nondeductible expenses, and $ 4.5 million of tax expense attributed to the expiration of U.S.

attributes partially offset by $ 2.7 million of tax benefit attributable to research and development credits.

During the year ended December 31, 2023, we recognized an expense of $ 32.7 million from the increase to valuation allowances on foreign and state NOL and credit carryforwards, $ 6.7 million of tax expense attributed to nondeductible expenses, and $ 7.2 million of tax expense attributed to the expiration of federal and state tax credit carryforwards partially offset by $ 3.8 million of tax benefit attributable to research and development credits.

During the year ended December 31, 2022, we recognized benefit of $ 9.9 million from the reduction to state NOL and state credits valuation allowance, and $ 1.9 million of tax benefit attributable to research and development tax credits, partially offset by $ 12.7 million tax expense attributable to nondeductible goodwill impairment.

During the year ended December 31, 2025, we recognized tax expense of $ 174.8 million from the increase to valuation allowances on foreign and U.S.

Tax Attributes, $ 55.4 million of tax expense attributable to nondeductible goodwill impairment, and $ 5.9 million of tax expense attributed to withholding tax accrued on certain foreign undistributed earnings from prior years.

Prior to the adoption of ASU 2023-09, we disaggregated components of state tax expense related to changes in valuation allowance, tax credits, and prior-period true-ups and disaggregated foreign tax credits from other cross-border tax effects.

The total impact on our effective tax rate for the increase in state valuation allowance was $ 35.4 million for the year ended December 31, 2025.

During the year ended December 31, 2024, we recognized tax expense of $ 24.6 million from the increase to valuation allowances on foreign and state NOL and credit carryforwards, $ 20.2 million impact attributable to nondeductible goodwill impairment, $ 7.1 million of tax expense attributed to nondeductible expenses, and $ 4.5 million of tax expense attributed to the expiration of U.S.

attributes, partially offset by $ 2.7 million of tax benefit attributable to R&D credits.

During the year ended December 31, 2023, we recognized tax expense of $ 32.7 million from the increase to valuation allowances on foreign and state NOL and credit carryforwards, $ 6.7 million of tax expense attributed to nondeductible expenses, and $ 7.2 million of tax expense attributed to the expiration of federal and state tax credit carryforwards, partially offset by $ 3.8 million of tax benefit attributable to R&D credits.

Deferred income taxes are provided for the temporary differences between the financial reporting basis and tax basis of our assets, liabilities, and operating loss carryforwards.

21 unchanged sentences

Net deferred tax assets $ 1,595 $ 137,585

At December 31, 2024 and 2023 the Company had NOL in various federal, state, and foreign jurisdictions of approximately $ 1,152.4 million and $ 1,130.2 million, respectively, which begin to expire in 2025.

At December 31, 2025 and 2024 the Company had NOLs in various federal, state, and foreign jurisdictions of approximately $ 1.36 billion and $ 1.15 billion, respectively, which begin to expire in 2026.

$ 452.4 million of such NOL carryforwards do not expire.

4 unchanged sentences

A valuation allowance is recorded when it is more likely than not that some portion of the deferred tax assets will not be realized.

To fully utilize the NOLs and tax credits carryforwards, we will need to generate sufficient future taxable income in each respective jurisdiction before the expiration of the deferred tax assets governed by the applicable tax code.

Based on the level of historical taxable income and projections for future taxable income over the periods for which the deferred tax assets are deductible, management believes that it is more likely than not that we will realize the benefits of these deductible differences, net of existing valuation allowances at December 31, 2024.

The amount of the deferred tax asset considered realizable, however, could be reduced or increased in the near term if estimates of future taxable income during the carryforward periods are reduced or exceeded.

Subsequently recognized tax benefits related to the valuation allowance for deferred tax assets as of December 31, 2024, will be allocated to consolidated statement of operations.

To fully utilize the NOLs and tax credit carryforwards, we will need to generate sufficient future taxable income in each respective jurisdiction before the expiration of the deferred tax assets governed by the applicable tax code.

Based on the level of historical taxable income and projections for future taxable income over the periods for which the deferred tax assets are deductible, during the third quarter of 2025 management determined it was more likely than not that the U.S.

federal and state deferred tax assets would not be realized and have recognized a full valuation allowance in the period.

This valuation allowance will be evaluated periodically and could be reversed partially or totally if business results have sufficiently improved to support realization of deferred tax assets in the future.

Any future reversals of the valuation allowance related to deferred tax assets existing as of December 31, 2025, will be recognized in income tax expense in the consolidated statement of operations.

We had a valuation allowance of $ 254.6 million and $ 78.1 million as of December 31, 2025 and 2024, respectively.

The increase was primarily driven by an increase of $ 19.2 million and an increase of $ 5.3 million against our foreign and state net operating loss carryforwards, respectively.

The increase was primarily driven by increases of $ 122.4 million, $ 18.3 million, and $ 35.3 million against our domestic deferred tax assets, foreign and state net operating loss carryforwards, respectively.

We had a valuation allowance of $ 78.1 million and $ 54.8 million as of December 31, 2024 and 2023, respectively.

The increase was primarily driven by an increase of $ 30.0 million and $ 2.7 million against our foreign and state net operating loss carryforwards, respectively.

The increase was primarily driven by increases of $ 19.2 million and $ 5.3 million against our foreign and state net operating loss carryforwards, respectively.

The following is the activity in our valuation allowance:

Year Ended December 31,

(amounts in thousands) 2025 2024 2023

Balance as of January 1, $ ( 54,786 ) $ ( 21,048 ) $ ( 31,825 )

Valuation allowance – beginning of year $ ( 78,136 ) $ ( 54,786 ) $ ( 21,048 )

Valuation allowances established ( 122,731 ) ( 7 ) 11

2 unchanged sentences

Currency translation ( 4,599 ) 1,104 ( 920 )

Balance at period end $ ( 78,136 ) $ ( 54,786 ) $ ( 21,048 )

Valuation allowance – end of year $ ( 254,624 ) $ ( 78,136 ) $ ( 54,786 )

Income taxes paid are as follows:

Year Ended December 31,

(amounts in thousands) 2025

Federal $ 164

Foreign 19,362

Total $ 19,854

Income taxes paid (net of refunds) exceeded five percent of total income taxes paid (net of refunds) in the following jurisdictions:

Year Ended December 31,

(amounts in thousands) 2025

Germany $ 2,688

Oettingen 1,301

Denmark 3,413

Austria 2,403

We made tax payments (net of refunds) of $ 19.9 million, $ 46.0 million, and $ 48.1 million during the years ended December 31, 2025, 2024, and 2023, respectively, primarily for foreign liabilities.

Total receivables for tax refunds are recorded in other current assets in the accompanying consolidated balance sheets and totaled $ 21.1 million and $ 15.3 million at December 31, 2025 and 2024, respectively.

Foreign payables for taxes are recorded in accrued income taxes payable in the accompanying consolidated balance sheets and totaled $ 1.6 million and $ 7.4 million at December 31, 2025 and 2024, respectively.

We have $ 20.2 million and $ 18.9 million of non-current taxes receivable as of December 31, 2025 and 2024, respectively.

We do not have any non-current taxes payable as of December 31, 2025 and 2024.

Earnings of Foreign Subsidiaries – The Company continually evaluates its global cash needs.

During 2021, the Company removed its indefinite reinvestment assertion on a majority of unremitted earnings and certain other aspects of outside basis differences in its foreign subsidiaries.

Deferred tax expense of $ 5.0 million was recorded for withholding and income taxes which would be owed if earnings were remitted to the U.S.

In 2023, the Co mpany completed its sale of the Australasia business and correspondingly reduced its deferred tax liability related to the Australasia unremitted earnings in 2023.

As of December 31, 2024, we have $ 2.3 million of deferred tax liability remaining on our balance sheet.

As of December 31, 2025, and 2024 we have $ 8.2 million and $ 2.3 million of deferred tax liability related to earnings of foreign subsidiaries remaining on our balance sheet, respectively.

The primary driver of this increase is the 5% withholding tax levied on JELD-WEN of Canada, Ltd.

undistributed earnings of $ 104.1 million.

The Company continued to make an indefinite reinvestment assertion on other aspects of the outside basis difference in foreign subsidiaries that would attract a tax cost in excess of the Company’s cost of capital.

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The balance of retained earnings of our Latvian subsidiary which, if distributed, would be subject to this tax was $ 34.2 million and $ 32.6 million as of December 31, 2025 and 2024, respectively.

Tax Payments and Balances – We made tax payments of $ 48.1 million, $ 48.8 million and $ 46.8 million during the years ended December 31, 2024, 2023 and 2022, respectively, primarily for foreign liabilities.

We received tax refunds of $ 2.0 million, $ 0.7 million and $ 1.9 million during the years ended December 31, 2024, 2023 and 2022, respectively.

Total receivables for tax refunds are recorded in other current assets in the accompanying balance sheets and totaled $ 15.3 million and $ 14.2 million at December 31, 2024 and 2023, respectively.

Foreign payables for taxes are recorded in accrued income taxes payable in the accompanying balance sheets and totaled $ 7.4 million and $ 9.3 million at December 31, 2024 and 2023, respectively.

We have $ 18.9 million of non-current taxes receivable as of December 31, 2024.

We do not have any non-current taxes receivable as of December 31, 2023.

We do not have any non-current taxes payable as of December 31, 2024 and 2023.

Accounting for Uncertain Tax Positions – A reconciliation of the beginning and ending amounts of unrecognized tax benefits excluding interest and penalties is as follows:

Accounting for UTPs – A reconciliation of the beginning and ending amounts of unrecognized tax benefits excluding interest and penalties is as follows:

Year Ended December 31,

(amounts in thousands) 2025 2024 2023

Balance as of January 1, $ 38,900 $ 29,300 $ 26,825

Unrecognized tax benefit – beginning of year $ 43,783 $ 38,900 $ 29,300

Increase for tax positions taken during the prior period — 8,899 14,320

4 unchanged sentences

Currency translation 4,246 ( 1,673 ) 1,314

Balance at period end - unrecognized tax benefit $ 43,783 $ 38,900 $ 29,300

Unrecognized tax benefit – end of year $ 47,512 $ 43,783 $ 38,900

Unrecognized tax benefits were $ 47.5 million, $ 43.8 million, and $ 38.9 million at December 31, 2025, 2024, and 2023, respectively.

The increase is primarily related to management’s assessment of a potential liability as a result of ongoing tax audit discussions in Europe as well as uncertainty on prior years’ research and development tax credits in the U.S.

The unrecognized tax benefit recorded in the current year is partially offset by an increase in deferred tax assets expected to be recovered should these liabilities be assessed.

Interest and penalties related to UTPs are reported as a component of tax expense and included in the total UTP balance within deferred credits and other liabilities in the accompanying consolidated balance sheets.

There were amounts accrued associated with interest and penalties of $ 3.7 million, $ 6.7 million and $ 9.8 million at December 31, 2024, 2023 and 2022, respectively.

The $ 3.7 million increase from 2024 to 2025 is primarily driven by an increase of $ 4.2 million related to foreign currency translation, partially offset by a $ 0.5 million decrease associated with management's assessment of a potential liabilities related to prior years' U.S.

R&D tax credits.

The unrecognized tax benefit recorded in the current year is partially offset by a corresponding increase in deferred tax assets expected to be recovered should these liabilities ultimately be assessed.

Interest and penalties related to UTPs are reported as a component of income tax expense and included in the total UTP balance within deferred credits and other liabilities in the accompanying consolidated balance sheets.

Amounts accrued for interest and penalties were $ 5.2 million, $ 3.7 million, and $ 6.7 million at December 31, 2025, 2024, and 2023, respectively.

There were benefits of $ 7.7 million, $ 6.6 million, and $ 12.3 million included in the balance of unrecognized tax benefits as of December 31, 2025, 2024, and 2023, respectively, that would affect the effective tax rate if recognized.

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As of December 31, 2025, the Company has subsidiaries in various state and foreign jurisdictions under audit for tax years 2011 through 2023.

Tax Law Changes – On July 4, 2025, President Trump signed into law the OBBBA.

The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including accelerated tax deductions for qualified property and research expenditures, modification of the business interest expense limitation, and changes to the international tax framework.

Pursuant to ASC 740, Income Taxes , the effects of changes in tax law are recognized in the period of enactment, and the legislation did not have a material impact on our consolidated financial statements or our business.

Capital Stock

1 unchanged sentence

We have not issued any shares of Preferred Stock.

Common Stock - Common Stock includes the basis of shares outstanding plus amounts recorded as additional paid-in capital.

Shares outstanding exclude the shares issued to the Employee Benefit Trust that are considered similar to treasury shares and total 193,941 shares at December 31, 2024 and 2023 with a total original issuance value of $ 12.4 million.

Common Stock – Common Stock includes the basis of outstanding shares plus amounts recorded as additional paid-in capital.

Shares outstanding exclude the shares issued to the Employee Benefit Trust that are considered similar to treasury shares and total 193,941 shares at both December 31, 2025 and 2024, with a total original issuance value of $ 12.4 million.

We record share repurchases on their trade date and reduce shareholders’ equity and increase accounts payable.

1 unchanged sentence

On July 28, 2022, the Board of Directors reduced our previous repurchase authorization of $ 400.0 million to a total aggregate value of $ 200.0 million with no expiration date.

As of December 31, 2024, $ 175.7 million was remaining under the repurchase program.

During the years ended December 31, 2024, and 2022, we repurchased 1,600,000 and 6,848,356 shares of our Common Stock at an average price of $ 15.18 and $ 19.12 , respectively.

We did not repurchase shares of our Common Stock during the year ended December 31, 2023.

Earnings Per Share

The basic and diluted income per share calculations were determined based on the following share data :

As of December 31, 2025, $ 175.7 million remained under the repurchase program.

During the years ended December 31, 2025 and 2023, we did not repurchase any shares of our Common Stock.

During the year ended December 31, 2024, we repurchased 1,600,000 shares of our Common Stock at an average price of $ 15.18 .

(Loss) Income Per Share

The basic and diluted (loss) income per share calculations were determined based on the following share data :

Year Ended December 31,

3 unchanged sentences

Weighted average outstanding shares of Common Stock diluted 85,267,146 84,989,963 85,874,035

84,989,963 85,874,035 87,075,176

For the year ended December 31, 2024, we had net losses from operations.

For the years ended December 31, 2025 and 2024, we had net losses from operations.

As a result, no potentially dilutive securities were included in the denominator for computing diluted loss per share as their inclusion would have been antidilutive.

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Under the Omnibus Equity Plan, equity awards may be made in respect of 11,900,000 shares of our Common Stock and may be granted in the form of options, restricted stock, RSUs, stock appreciation rights, dividend equivalent rights, share awards, and performance-based awards (including performance share units and performance-based restricted stock).

Share-based compensation expense included in SG&A expenses totaled $ 15.5 million, $ 17.5 million and $ 14.6 million in December 31, 2024, 2023 and 2022, respectively.

Share-based compensation expense included in SG&A totaled $ 15.0 million, $ 15.5 million, and $ 17.5 million in the years ended December 31, 2025, 2024, and 2023, respectively.

As of December 31, 2025, there was $ 14.8 million of total unrecognized compensation expense related to non-vested share-based compensation arrangements.

3 unchanged sentences

The graded-vesting method provides for vesting of portions of the overall awards at interim dates and results in greater expense in earlier years than the straight-line method.

When options are granted, we calculate the fair value of common and Class B-1 Common Stock options using multiple Black-Scholes option valuation models.

When options are granted, we calculate the fair value of common stock options using multiple Black-Scholes option valuation models.

Expected volatilities are based upon a selection of public guideline companies.

27 unchanged sentences

Granted 536,432 9.05

Exercised ( 220,602 ) 13.03

Forfeited ( 542,514 ) 25.39

24 unchanged sentences

For PSUs issued prior to 2021, the number of PSUs that vest is determined by a payout factor consisting of equally weighted performance measures of Adjusted EBITDA and Free Cash Flow, each as reported over the applicable three-year performance period, and is adjusted based upon a market condition measured by our TSR over the applicable three-year performance period as compared to the TSR of the Russell 3000 index.

For PSUs issued in 2021 and thereafter, the number of PSUs that vest is determined by a payout factor consisting of equally weighted pre-set three-year performance targets on ROIC and TSR.

For PSUs issued from 2021 to 2024, the number of PSUs that vest is determined by a payout factor consisting of equally weighted pre-set three-year cumulative performance targets on ROIC and TSR.

The fair value of the award is estimated using a Monte Carlo simulation approach in a risk-neutral framework to model future stock price movements based on historical volatility, risk-free rates of return, and correlation matrix.

For PSUs issued in 2025, the number of PSUs that vest is determined based on annual performance evaluations of Adjusted ROIC and Net Sales over three independent annual performance periods, with equally weighted performance measures of ROIC and Net Sales.

Each metric is measured annually, and the cumulative earned PSUs may be modified, at the sole discretion of the Compensation Committee of the Board of Directors, at the end of the third year, by a three-year TSR-based adjustment at the end of the award period.

This adjustment can range from a reduction of up to 10 % to an increase of up to 10 %, based on the Company’s relative TSR compared to the Russell 3000 index.

The following table represents PSU activity for the awarded shares at target performance measures:

2 unchanged sentences

Granted 307,273 28.67

Vested ( 202,673 ) 22.20

Forfeited ( 329,293 ) 26.98

1 unchanged sentence

Granted 433,735 22.27

Vested ( 1,567 ) 30.70

Forfeited ( 154,504 ) 25.59

1 unchanged sentence

Granted 620,673 9.47

Vested ( 1,567 ) 30.70

Forfeited ( 125,502 ) 15.75

Balance as of December 31, 2025 1,030,631 $ 14.39

Restructuring and Asset-Related Charges

Restructuring and Asset-Related Charges, Net

We engage in restructuring activities focused on improving productivity and operating margins.

Restructuring costs primarily relate to costs associated with workforce reductions, plant consolidations and closures, and changes to the management structure to align with our operations.

Other restructuring associated costs primarily consist of equipment relocation and facility restoration costs.

Asset-related charges consist of accelerated depreciation and amortization of assets due to changes in asset useful lives.

The following table summarizes the restructuring and asset-related charges for the periods indicated:

Other restructuring associated costs, net primarily consist of equipment relocation and facility restoration costs.

Asset-related charges, net consist of accelerated depreciation and amortization of assets due to changes in asset useful lives.

(amounts in thousands) North

1 unchanged sentence

Year Ended December 31, 2025

Restructuring severance and employee-related charges $ 14,146 $ 16,347 $ 1,350 $ 31,843

Restructuring severance and employee-related charges, net (1)

$ 18,708 $ 8,395 $ 2,362 $ 29,465

Other restructuring associated costs, net 3,722 8,172 3 11,897

Asset-related charges 20,513 2,006 196 22,715

Asset-related charges, net 2,005 1,144 — 3,149

Other restructuring associated costs and asset-related charges, net 5,727 9,316 3 15,046

1 unchanged sentence

Year Ended December 31, 2024

Restructuring severance and employee-related charges $ 11,156 $ 6,074 $ 796 $ 18,026

Restructuring severance and employee-related charges, net $ 14,146 $ 16,347 $ 1,350 $ 31,843

Other restructuring associated costs, net 8,158 5,376 — 13,534

Asset-related charges 7,862 348 — 8,210

Asset-related charges, net 20,513 2,006 196 22,715

Other restructuring associated costs and asset-related charges, net 28,671 7,382 196 36,249

1 unchanged sentence

Year Ended December 31, 2023

Restructuring severance and employee-related charges $ 6,842 $ 3,773 $ 3,223 $ 13,838

Restructuring severance and employee-related charges, net $ 11,156 $ 6,074 $ 796 $ 18,026

Other restructuring associated costs, net 10,189 ( 684 ) — 9,505

Asset-related charges 496 1,016 863 2,375

Asset-related charges, net 7,862 348 — 8,210

Other restructuring associated costs and asset-related charges, net 18,051 ( 336 ) — 17,715

Total restructuring and asset-related charges, net $ 29,207 $ 5,738 $ 796 $ 35,741

(1) As previously disclosed, the Company implemented multiple workforce reductions during 2025, including an additional reduction in force implemented in the fourth quarter as part of its ongoing restructuring program to improve operational efficiency.

We expect to substantially complete these actions by the end of the second quarter of 2026.

For the year ended December 31, 2025, we recognized total charges of $ 11.6 million, which are included in restructuring and asset-related charges, net, in the accompanying consolidated statement of operations.

These charges consisted of $ 9.2 million related to North America and $ 2.4 million related to Corporate.

Of the total amount, $ 5.0 million relates specifically to the fourth quarter reduction in force.

The following is a summary of the restructuring accruals recorded, and charges incurred:

5 unchanged sentences

Balance at period end $ 9,003 $ 7,605 $ 3,375

Restructuring accruals are expected to be paid within the next 12 months and are included within accrued expenses and other current liabilities in the consolidated balance sheet.

On April 11, 2024, we announced plans to close two manufacturing facilities, located in Vista, California and Hawkins, Wisconsin in a continuing effort to simplify our footprint and drive operational efficiencies.

As of December 31, 2024, the remaining restructuring accrual for these plans is $ 0.8 million and the remaining cash outlay is expected to be $ 4.4 million .

We expect to substantially complete the facility closures by the first quarter of 2025.

Costs and cash outlays associated with the plans:

Restructuring accruals are expected to be paid within the next twelve months and are included within accrued expenses and other current liabilities in the accompanying consolidated balance sheets.

In the second quarter of 2024, we announced plans to close two manufacturing facilities, located in Vista, California and Hawkins, Wisconsin in a continuing effort to simplify our footprint and drive operational efficiencies.

As of December 31, 2025, the remaining cash outlay is expected to be $ 2.4 million.

We were substantially complete with the facility closures at the end of the first quarter of 2025.

Costs and cash outlays associated with the plans are as follows:

North America:

Vista, California (Vista Composite Facility) and Hawkins, Wisconsin Total Estimated Costs Cumulative Costs to-date Costs in the Year Ended

(amounts in thousands) December 31, 2024

Vista, California (Vista Composite Facility) and Hawkins, Wisconsin Total Estimated Costs Cumulative Costs to-date Costs in the Year Ended December 31,

(amounts in thousands) 2025 2024

Restructuring severance and employee-related charges, net (1)

$ 7,000 $ 6,986 $ 161 $ 6,825

Other restructuring associated costs (1)

Other restructuring associated costs, net (1)

7,000 4,615 104 4,511

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Total cash charges $ 20,100 $ 17,720 $ 399 $ 17,321

Asset-related charges (1)

Asset-related charges, net (1)

12,300 12,261 — 12,261

Inventory and other product-related non-cash charges (3)

Inventory and other product-related non-cash charges, net (3)

3,700 3,706 — 3,706

3 unchanged sentences

$ 26,600 $ 24,166 $ 2,314 $ 21,852

(1) The charges incurred in the year ended December 31, 2024, were included in restructuring and asset-related charges, net in the accompanying consolidated statement of operations.

(2) $ 4.1 million and $ 1.9 million of the product-related cash charges incurred in the year ended December 31, 2024, were detrimental to net sales and cost of sales, respectively, in the accompanying consolidated statement of operations.

(3) The inventory and other product-related non-cash charges in the year ended December 31, 2024, were included in cost of sales in the accompanying consolidated statement of operations.

(4) Total cash outlays includes $ 5.5 million of estimated cash payments related to debt repayment for financed equipment.

During 2023, we announced plans to transform our European operations by changing the operating structure, eliminating certain roles and rationalizing our manufacturing footprint.

We plan to close two manufacturing facilities and transfer production to other facilities within Europe.

During the year ended December 31, 2024, we announced additional plans, increasing the total estimated costs by approximately $ 3.3 million to $ 24.1 million, after identifying additional opportunities to optimize our European operating structure.

(1) The charges incurred in the years ended December 31, 2025, and 2024, were included in restructuring and asset-related charges, net in the accompanying consolidated statements of operations.

(2) The product-related cash charges incurred in the years ended December 31, 2025 and 2024, were detrimental to net sales in the accompanying consolidated statement of operations.

(3) The inventory and other product-related non-cash charges, net in the year ended December 31, 2024, were included in cost of sales in the accompanying consolidated statement of operations.

(4) Total cash outlays include $ 5.5 million of cash payments related to debt repayment for financed equipment, and a $ 0.9 million lease termination fee.

During 2023 and 2024, we announced plans to transform our European operations by changing the operating structure, eliminating certain roles, and rationalizing our manufacturing footprint.

In 2023, we announced plans to close two manufacturing facilities and transfer production to other facilities within Europe.

We were substantially complete with the facility closures at the end of 2024.

During the fourth quarter of 2025, we announced additional plans after identifying further opportunities to optimize our European structure.

As of December 31, 2025, the remaining restructuring accrual for these plans is $ 4.1 million and the remaining cash outlay is expected to be $ 8.8 million.

We expect to substantially complete these initiatives by the end of 2025.

Costs and cash outlays associated with the plans:

Europe Total Estimated Costs Cumulative Costs to-date Costs in the Year Ended Costs in the Year Ended

(amounts in thousands) December 31, 2024 December 31, 2023

Restructuring severance and employee-related charges (1)

We expect to substantially complete these initiatives by the end of the second quarter of 2026.

Costs and cash outlays associated with the plans are as follows:

Europe Total Estimated Costs Cumulative Costs to-date Costs in the Year Ended December 31,

(amounts in thousands) 2025 2024 2023

Restructuring severance and employee-related charges, net (1)

$ 30,100 $ 25,808 $ 8,443 $ 14,283 $ 3,082

Other restructuring associated costs (1)

Other restructuring associated costs, net (1)

5,700 5,246 97 4,725 424

Total cash charges $ 35,800 $ 31,054 $ 8,540 $ 19,008 $ 3,506

Asset-related non-cash charges (1)

Asset-related charges, net (1)

600 573 — 573 27

1 unchanged sentence

Total cash outlays $ 35,800 $ 26,997 $ 8,786 $ 16,100 $ 2,100

(1) The charges incurred in the years ended December 31, 2024 and 2023, were included in restructuring and asset-related charges in the accompanying consolidated statements of operations.

(1) The charges incurred in the years ended December 31, 2025, 2024, and 2023, were included in restructuring and asset-related charges, net in the accompanying consolidated statements of operations.

In the third quarter of 2024, we announced plans to close two additional manufacturing facilities in Europe as part of our footprint rationalization activities.

As of December 31, 2024, the remaining restructuring accrual for these plans is $ 1.2 million and the remaining cash outlay is expected to be $ 8.6 million.

As of December 31, 2025, the remaining cash outlay is expected to be $ 3.1 million.

We expect to substantially complete the facility closures by the end of 2026.

Costs and cash outlays associated with the plans:

Sheffield, England and Logstor, Denmark Total Estimated Costs Cumulative Costs to-date Costs in the Year Ended

(amounts in thousands) December 31, 2024

Restructuring severance and employee-related charges (1)

Costs and cash outlays associated with the plans are as follows:

Sheffield, England and Logstor, Denmark Total Estimated Costs Cumulative Costs to-date Costs in the Year Ended December 31,

(amounts in thousands) 2025 2024

Restructuring severance and employee-related charges, net (1)

$ 3,500 $ 2,087 $ ( 55 ) $ 2,142

Other restructuring associated costs (1)

Other restructuring associated costs, net (1)

10,200 8,483 7,818 665

Total cash charges $ 13,700 $ 10,570 $ 7,763 $ 2,807

Asset-related non-cash charges (1)

Asset-related charges, net (1)

1,900 1,211 374 837

1 unchanged sentence

Total cash outlays $ 13,700 $ 10,615 $ 9,025 $ 1,600

(1) The charges incurred in the year ended December 31, 2024, were included in restructuring and asset-related charges in the accompanying consolidated statement of operations.

In the third quarter of 2023, we announced plans to close two manufacturing facilities, located in Tijuana, Mexico and Vista, California as part of our footprint rationalization activities.

As of December 31, 2024, the remaining restructuring accrual for these plans is $ 0.4 million and the remaining cash outlay is expected to be $ 0.5 million.

We are substantially complete with the facility closures by the end of 2024.

Costs and cash outlays associated with the plans:

(1) The charges incurred in the years ended December 31, 2025 and 2024, were included in restructuring and asset-related charges, net in the accompanying consolidated statement of operations.

During 2023, we announced plans to close two manufacturing facilities, located in Tijuana, Mexico and Vista, California as part of our footprint rationalization activities.

We were substantially complete with the facility closures at the end of 2024.

Costs and cash outlays associated with the plans are as follows:

North America:

Tijuana, Mexico and Vista, California (Vista Vinyl Facility) Total Estimated Costs Cumulative Costs to-date Costs in the Year Ended Costs in the Year Ended

(amounts in thousands) December 31, 2024 December 31, 2023

Restructuring severance and employee-related charges (1)

Tijuana, Mexico and Vista, California (Vista Vinyl Facility) Total Estimated Costs Cumulative Costs to-date Costs in the Year Ended December 31,

(amounts in thousands) 2025 2024 2023

Restructuring severance and employee-related charges, net (1)

$ 7,600 $ 7,643 $ 12 $ ( 182 ) $ 7,813

Other restructuring associated costs (1)

Other restructuring associated costs, net (1)

2,600 2,648 14 2,032 601

Total cash charges $ 10,200 $ 10,291 $ 26 $ 1,850 $ 8,414

Asset-related charges (1)

Asset-related charges, net (1)

6,600 6,628 — 2,919 3,709

Inventory and other product-related non-cash charges (2)

Inventory and other product-related non-cash charges, net (2)

1,500 1,466 — — 1,466

2 unchanged sentences

Total cash outlays $ 10,400 $ 10,434 $ 502 $ 3,305 $ 6,627

(1) The charges incurred in the years ended December 31, 2024 and 2023, were included in restructuring and asset-related charges in the accompanying consolidated statements of operations.

(2) The inventory and other product-related non-cash charges incurred during 2023 were included in cost of sales in the consolidated statement of operations.

(1) The charges incurred in the years ended December 31, 2025, 2024, and 2023, were included in restructuring and asset-related charges, net in the accompanying consolidated statements of operations.

(2) The inventory and other product-related non-cash charges, net in the year ended December 31, 2023, were included in cost of sales in the accompanying consolidated statement of operations.

In the third quarter of 2024, we announced to employees a restructuring plan to close a manufacturing facility in Wedowee, Alabama in a continuing effort to simplify our footprint and drive operational efficiencies.

As of December 31, 2024, the remaining restructuring accrual for this plan is $ 0.1 million and the remaining cash outlay is expected to be $ 0.4 million.

We expect to substantially complete the facility closure by the first quarter of 2025.

Costs and cash outlays associated with the plans:

We were substantially complete with the facility closure at the end of the first quarter of 2025.

Costs and cash outlays associated with the plans are as follows:

North America:

Wedowee, Alabama Total Estimated Costs Cumulative Costs to-date Costs in the Year Ended

(amounts in thousands) December 31, 2024

Restructuring severance and employee-related charges (1)

Wedowee, Alabama Total Estimated Costs Cumulative Costs to-date Costs in the Year Ended December 31,

(amounts in thousands) 2025 2024

Restructuring severance and employee-related charges, net (1)

$ 1,100 $ 1,094 $ 108 $ 986

Other restructuring associated costs (1)

Other restructuring associated costs, net (1)

500 556 307 249

Total cash charges $ 1,600 $ 1,650 $ 415 $ 1,235

Inventory non-cash charges (2)

Inventory and other product-related non-cash charges, net (2)

2,100 2,112 — 2,112

1 unchanged sentence

Total cash outlays $ 1,600 $ 1,650 $ 538 $ 1,112

(1) The charges incurred in the year ended December 31, 2024, were included in restructuring and asset-related charges in the accompanying consolidated statement of operations.

(2) The inventory and other product-related non-cash charges in the year ended December 31, 2024, were included in cost of sales in the accompanying consolidated statement of operations.

In the first quarter of 2023, we announced to employees a restructuring plan to close a manufacturing facility in Atlanta, Georgia.

We completed the plant closure during 2023, with total pre-tax restructuring expenses and other closure costs of approximately $ 17.7 million, including $ 1.1 million of capital expenditures, and total cash outlays of approximately $ 12.9 million.

The primary expenses incurred were accelerated depreciation and amortization, equipment relocation costs, and restructuring severance and employee-related charges.

(1) The charges incurred in the years ended December 31, 2025, and 2024, were included in restructuring and asset-related charges, net in the accompanying consolidated statement of operations.

(2) The inventory and other product-related non-cash charges, net in the year ended December 31, 2024, were included in cost of sales in the accompanying consolidated statement of operations.

In the first quarter of 2025, we announced to employees a restructuring plan to close two manufacturing facilities, located in Grinnell, Iowa and Coppell, Texas.

In the second quarter of 2025, we announced additional plans to close a manufacturing facility in Chiloquin, Oregon.

These three plans were actioned in a continuing effort to simplify our footprint and drive operational efficiencies.

As of December 31, 2025, the remaining restructuring accrual for these plans is $ 0.3 million and the remaining cash outlay is expected to be $ 3.3 million.

We substantially completed the Coppell, Texas facility closure as of the end of the third quarter of 2025, and we expect to substantially complete the Grinnell, Iowa and Chiloquin, Oregon facility closures by the end of 2026.

Costs and cash outlays associated with the plans are as follows:

North America:

Grinnell, Iowa, Coppell, Texas, and Chiloquin Oregon Total Estimated Costs Cumulative Costs to-date Costs in the Year Ended December 31,

(amounts in thousands) 2025 2024

Restructuring severance and employee-related charges, net (1)

$ 10,100 $ 9,795 $ 8,618 $ 1,177

Other restructuring associated costs, net (1)

6,000 3,344 3,273 71

Product-related cash charges (2)

600 600 600 —

Total cash charges $ 16,700 $ 13,739 $ 12,491 $ 1,248

Asset-related charges, net (1)

1,200 1,147 1,147 —

Inventory and other product-related non-cash charges, net (3)

1,800 1,750 1,750 —

Total non-cash charges $ 3,000 $ 2,897 $ 2,897 $ —

Total costs $ 19,700 $ 16,636 $ 15,388 $ 1,248

Total cash outlays $ 16,700 $ 13,436 $ 12,187 $ —

(1) The charges incurred in the years ended December 31, 2025 and 2024, were included in restructuring and asset-related charges, net in the accompanying consolidated statement of operations.

(2) The product-related cash charges incurred in the year ended December 31, 2025, were detrimental to net sales in the accompanying consolidated statement of operations.

(3) The inventory and other product-related non-cash charges, net in the year ended December 31, 2025, were included in cost of sales in the accompanying consolidated statement of operations.

Held for Sale

During 2021, the Company ceased the appeal process for its litigation with Steves further described in Note 25 - Commitments and Contingencies .

As a result, we are required to divest the Company’s Towanda, PA operations.

As of December 31, 2024 and 2023, the assets and liabilities associated with the court-ordered divestiture of Towanda qualify as held for sale.

The Company records net assets held for sale at the lower of the carrying value or fair value less costs to sell.

Effective December 13, 2024, pursuant to an order issued by the United States District Court for the Eastern District of Virginia, Richmond Division, JWI entered into an Asset Purchase Agreement to sell JWI’s Towanda, Pennsylvania business and related assets for a purchase price of approximately $ 115 million, subject to certain adjustments and closing conditions.

Effective January 17, 2025, pursuant to an order issued by the United States District Court for the Eastern District of Virginia, Richmond Division, and the previously announced Asset Purchase Agreement dated October 11, 2024 and effective December 13, 2024, JWI completed the sale of its Towanda, Pennsylvania business.

In connection with the Asset Purchase Agreement, the Company recognized a $ 31.4 million goodwill impairment charge.

As of December 31, 2024 and 2023, the assets and liabilities classified as held for sale are those of Towanda.

As of December 31, 2024 and 2023, the related assets and liabilities included within the summary below were expected to be disposed of within the next twelve months and are included in assets held for sale and liabilities held for sale in the accompanying consolidated balance sheets.

(amounts in thousands) December 31, 2024 December 31, 2023

During 2021, the Company ceased the appeal process for its litigation with Steves as further described in Note 25 - Commitments and Contingencies .

As a result, we were required to divest Towanda.

Effective January 17, 2025, pursuant to an order issued by the United States District Court for the Eastern District of Virginia, Richmond Division, and the previously announced Asset Purchase Agreement, JWI completed the sale of Towanda as further described in Note 2 - Discontinued Operations and Divestiture .

In connection with the Asset Purchase Agreement, as of December 31, 2024, the Company recognized a $ 31.4 million goodwill impairment charge in the accompanying consolidated statement of operations.

As of December 31, 2024, the assets and liabilities associated with the court-ordered divestiture of Towanda qualified as held for sale and were included in assets held for sale and liabilities held for sale in the accompanying consolidated balance sheets.

(amounts in thousands) December 31, 2024

Accounts receivable, net $ 9,072

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Liabilities held for sale $ 15,308

(1) The accounts receivable, net and accounts payable balances of Towanda will be assumed by the Purchaser upon closing per the Asset Purchase Agreement.

Interest Expense, Net

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Capitalized interest incurred during the construction phase of significant property and equipment additions totaled $ 2.7 million, $ 1.9 million and $ 1.1 million for the years ended December 31, 2025, 2024, and 2023, respectively.

In the year ended December 31, 2024, we recognized increased interest income from interest income on temporary invested cash.

We recognized interest income of $ 19.0 million and $ 5.8 million in the years ended December 31, 2023 and 2022, respectively, primarily from gains on our interest rate swap agreements reclassified to interest income.

Refer to Note 23 - Derivative Financial Instruments for more information .

Interest expense, net also includes amortization of debt issuance costs that are amortized using the effective interest method and amortization of original issue discounts.

Refer to Note 23 - Derivative Financial Instruments to our consolidated financial statements included in this Form 10-K for more information.

In the years ended December 31, 2025, 2024, and 2023 we recognized interest income on temporary invested cash.

In the year ended December 31, 2023, we recognized interest income of $ 19.0 million, primarily from gains on our interest rate swap agreements reclassified to interest income.

Other Income, Net

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(amounts in thousands) 2025 2024 2023

Cash received on investment in real estate $ ( 7,888 ) $ — $ —

Income from refund of deposits for China antidumping and countervailing duties (1)

Cash received on real estate investment (1)

$ ( 12,760 ) $ ( 7,888 ) $ —

JW Australia Transition Services Agreement cost recovery ( 6,569 ) ( 8,281 ) —

Pension expense (gain) 2,009 6,546 ( 4,940 )

Insurance reimbursement ( 1,655 ) ( 2,531 ) ( 6,343 )

Recovery of cost from receipts on impaired notes ( 1,389 ) ( 3,514 ) ( 13,953 )

Governmental assistance (2)

Pension settlement charge (2)

6,644 — 4,349

Foreign currency losses (gains), net 553 ( 1,614 ) ( 965 )

Income from short-term investments and forward contracts related to the JW Australia divestiture — ( 3,109 ) —

Legal settlement income (3)

( 3,750 ) — —

Pension expense 3,424 2,009 6,546

Foreign currency losses (gains), net 2,856 553 ( 1,614 )

Insurance reimbursements ( 1,768 ) ( 1,655 ) ( 2,531 )

Gains on commodity derivatives ( 1,048 ) — —

Income from refund of deposits for China antidumping and countervailing duties, net (4)

( 801 ) ( 7,166 ) ( 6,984 )

Governmental assistance (5)

( 137 ) ( 932 ) ( 1,447 )

Employee Retention Credit (6)

— — ( 6,073 )

Pension plan settlement expense (4)

Credit for overpayments of utility expenses — — ( 1,975 )

Cash received on impaired notes — ( 1,389 ) ( 3,514 )

Income from short-term investments and forward contracts related to the JW Australia divestiture — — ( 3,109 )

JW Australia Transition Services Agreements cost recovery — ( 6,569 ) ( 8,281 )

Other items, net ( 1,804 ) ( 1,736 ) ( 3,061 )

Total other income, net $ ( 9,144 ) $ ( 24,773 ) $ ( 25,719 )

(1) Represents the refund of deposits for antidumping and countervailing duties on wood mouldings and millwork products purchased from China from 2020 to 2023.

(1) Cash received on real estate investment represents recovery of an investment in real estate development in Mexico.

(2) Pension settlement charge for the year ended December 31, 2025, represents the purchase of group annuity contracts and transfer of pension obligations associated with our U.S.

defined benefit pension plan to an insurer.

Pension settlement charge for the year ended December 31, 2023, represents a settlement loss associated with our U.S.

defined benefit pension plan resulting from a one-time lump sum payment offered to pension plan participants.

Refer to Note 26 - Employee Retirement and Pension Benefits to our consolidated financial statements included in this Form 10-K for more information.

(3) Legal settlement income represents insurance recovery from a previously settled lawsuit.

(4) Represents income from the refund of deposits for antidumping and countervailing duties on wood mouldings and millwork products purchased from China from 2020 to 2023.

(5) Governmental assistance for the years ended December 31, 2025 and 2023, consisted primarily of energy subsidies received by our European business.

Governmental assistance for the year ended December 31, 2024, consisted primarily of a grant received by our North America business and energy subsidies received by our European businesses.

Governmental assistance for the year ended December 31, 2023, consisted primarily of energy subsidies received by our European businesses.

Governmental assistance for the year ended December 31, 2022, consisted primarily of cash received from government pandemic assistance programs in Europe and North America as a result of COVID-19.

During the year ended December 31, 2022, we recognized $ 0.6 million of government pandemic assistance within our Europe segment.

(6) Represents an ERC from the U.S.

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The ERC is a refundable tax credit to partially refund qualified wages paid to employees that were unable to work during the years ended December 31, 2021 and 2020 due to COVID-19-related government restrictions.

(4) Represents a settlement loss associated with our U.S.

defined benefit pension plan resulting from a one-time lump sum payment offered to pension plan participants.

Refer to Note 26 - Employee Retirement and Pension Benefits for more information.

Derivative Financial Instruments

Foreign currency derivatives not designated as hedges – As a multinational corporation, we are exposed to the impact of foreign currency fluctuations.

To the extent borrowings, sales, purchases, or other transactions are not executed in the local currency of the operating unit, we are exposed to foreign currency risk.

In most of the countries in which we operate, the exposure to foreign currency movements is limited because the operating revenues and expenses of our business units are substantially denominated in the local currency.

To mitigate the exposure, we may enter into a variety of foreign currency derivative contracts.

To manage the effect of exchange fluctuations on certain intercompany transactions and intercompany loans and interest that are denominated in foreign currencies, we have foreign currency derivative contracts with a total notional amount of $ 148.4 million as of December 31, 2024.

Foreign currency derivatives not designated as hedges – As a multinational corporation, we are exposed to foreign currency fluctuations.

When borrowings, sales, purchases, or other transactions are denominated in a currency other than the operating unit’s functional currency, we are exposed to foreign currency risk.

In most of the countries in which we operate, this exposure to foreign currency movements is limited because operating revenues and expenses of our business units are substantially denominated in the local currency.

To mitigate this exposure, we may enter into foreign currency derivative contracts.

As of December 31, 2025, we had foreign currency derivative contracts with a total notional amount of $ 265.1 million to manage the effects of exchange fluctuations on certain intercompany transactions and intercompany loans and interest denominated in foreign currencies.

We do not use derivative financial instruments for trading or speculative purposes.

We record mark-to-market changes in the values of these derivatives in other income, net.

We recorded mark-to-market gains of $ 0.5 million, losses of $ 2.7 million and gains of $ 1.1 million relating to foreign currency derivatives in the years ended December 31, 2024, 2023 and 2022, respectively.

Foreign currency derivatives designated as cash flow hedges – At the end of 2024 we implemented a hedging program to manage the potential changes in value associated with the amounts payable on raw material purchases that are denominated in foreign currencies to minimize the impact of the changes in foreign currencies.

We have foreign currency derivative contracts, which qualify as cash flow hedges, with a total notional amount of $ 163.3 million.

We record gains and losses for these contracts in AOCL to the extent that these hedges are effective and until we recognize the underlying transactions in net earnings, at which time we recognize these gains and losses in cost of sales on our consolidated statements of operations.

Net unrealized pre-tax gains/losses related to foreign currency derivative contracts, which qualify as cash flow hedges included in other comprehensive income (loss) were a $ 0.3 million gain for the year ended December 31, 2024.

The unrealized amount in other comprehensive income (loss) will fluctuate based on changes in the fair value of open contracts during each reporting period.

As of December 31, 2024, approximately $ 0.3 million in gains is expected to be reclassified to earnings over the next 12 months.

Net investment hedges – On April 18, 2023, we entered into forward contracts to sell a total of AUD 420.0 million and receive USD at exchange rates ranging from 0.6751 USD to 0.6759 USD to 1.0 AUD to mitigate the impact of the AUD currency fluctuations on our net investment in JELD-WEN Australia Pty.

We record mark-to-market changes in the values of these derivatives as well as settlements of derivative contracts in other income, net on our consolidated statements of operations.

Foreign currency derivatives designated as cash flow hedges – At the end of 2024, we implemented a hedging program to manage variability in cash flows associated with the amounts payable on raw material purchases denominated in foreign currencies.

Gains and losses on foreign currency derivative contracts that qualify as cash flow hedges are recorded in AOCL, to the extent the hedges are effective, and are reclassified into in cost of sales on our consolidated statements of operations when the underlying transactions affect net earnings.

This cash flow hedging program continued during 2025 and concluded with no outstanding cash flow hedge derivative contracts as of December 31, 2025.

No portion of these derivative contracts was deemed ineffective during the years ended December 31, 2025 and 2024.

In other comprehensive income (loss), we recorded a pre-tax mark-to-market loss of $ 0.1 million and a gain of $ 0.3 million during the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025, no unrealized gains or losses are expected to be reclassified to earnings over the next 12 months.

Commodity derivatives not designated as hedges – As part of our operations, we are exposed to price changes in certain commodities used in the production of some of our finished products.

To limit the effects of fluctuations in the future market price paid, we may enter into non-designated derivative contracts to manage the cost of anticipated purchases.

We had no open commodity forward swap contracts as of December 31, 2025.

We do not use derivative financial instruments for trading or speculative purposes.

We record mark-to-market changes in the values of these derivatives as well as settlements of derivative contracts in other income, net on our consolidated statements of operations.

Commodity derivatives designated as cash flow hedges – As part of our operations, we are exposed to price changes in certain commodities used in the production of some of our finished products.

To limit the effects of fluctuations in the future market price paid and related volatility in cash flows, we may enter into commodity forward swap contracts that are designated as cash flow hedges.

Accordingly, the related gains or losses are reported in AOCL and reclassified into cost of sales, in the periods in which the hedged transactions affect earnings.

We had no open commodity forward contracts as of December 31, 2025.

We did not record any pre-tax mark-to-market losses or gains during the years ended December 31, 2024 and 2023.

As of December 31, 2025, no unrealized gains or losses are expected to be reclassified to earnings over the next 12 months.

Net investment hedges – On April 18, 2023, we entered into forward contracts to sell a total of AUD 420.0 million and receive USD at exchange rates ranging from 0.6751 to 0.6759 USD per 1.0 AUD to mitigate the impact of AUD currency fluctuations on our net investment in JELD-WEN Australia Pty.

We designated the forward contracts as net investment hedges.

The contracts matured during the quarter ended September 30, 2023, and the gain, net of forward points, was included in the gain on the sale of JW Australia.

The net proceeds are included in the proceeds (payments) related to the sale of JW Australia within our consolidated statements of cash flows.

No portion of these contracts were deemed ineffective during the year ended December 31, 2023.

The contracts matured during 2023, and the gain, net of forward points, was included in the gain on the sale of JW Australia.

The net proceeds are included in proceeds (payments) related to the sale of JW Australia within our consolidated statements of cash flows.

No portion of these contracts was deemed ineffective during the year ended December 31, 2023.

Interest rate derivatives – We are exposed to interest rate risk in connection with our variable rate long-term debt.

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The interest rate collar agreements were designated as cash flow hedges of a portion of the interest obligations on our Term Loan Facility borrowings and are set to mature in February 2026.

No portion of these interest rate contracts were deemed ineffective during the year ended December 31, 2024.

In other comprehensive income (loss), we recorded pre-tax mark-to-market gains of $ 0.4 million, $ 1.2 million and $ 17.9 million during the years ended December 31, 2024, 2023 and 2022, respectively.

We reclassified gains of $ 0.5 million, $ 17.4 million and $ 5.0 million previously recorded in other comprehensive income (loss) to interest income during the years ended December 31, 2024, 2023 and 2022, respectively.

As of December 31, 2024, a nominal loss is expected to be reclassified to interest income over the next 12 months.

Other derivative instruments – From time to time, we enter into other types of derivative instruments immaterial to the consolidated financial statements.

Unless otherwise disclosed, these instruments are not designated as hedging instruments and mark-to-market adjustments are recorded in the statement of operations each period.

No portion of these interest rate contracts was deemed ineffective during the years ended December 31, 2025, 2024, and 2023.

In other comprehensive income (loss), we recorded a pre-tax mark-to-market loss of $ 0.1 million and gains of $ 0.4 million and $ 1.2 million during the years ended December 31, 2025, 2024, and 2023, respectively.

As of December 31, 2025, no unrealized gains or losses are expected to be reclassified to earnings over the next twelve months.

The fair values of derivative instruments held are as follows:

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Foreign currency forward contracts Other current assets $ 539 $ 1,302

Other derivative instruments Other current assets $ — $ 38

Derivative Liabilities

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Interest rate contracts Deferred credits and other liabilities — 36

Other derivative instruments Accrued expenses and other current liabilities $ 185 $ —

Commodity contracts Accrued expenses and other current liabilities — 185

Derivatives not designated as hedging instruments:

Foreign currency forward contracts Accrued expenses and other current liabilities $ 583 $ 2,411

Other derivative instruments Accrued expenses and other current liabilities $ 73 21

Commodity contracts Accrued expenses and other current liabilities — 73

The effect of derivative instruments in the consolidated statements of operations is as follows:

Location of (Loss) Gain Recognized in Consolidated Statements of Operations Amount of (Loss) Gain Recognized in Earnings on Derivatives

Year Ended December 31,

(amounts in thousands) 2025 2024 2023

Derivatives designated as hedging instruments:

Foreign currency forward contracts Cost of sales $ ( 794 ) $ — $ —

Commodity contracts Cost of sales 462 — —

Interest rate contracts Interest expense, net ( 4 ) 538 17,399

Derivatives not designated as hedging instruments:

Foreign currency forward contracts Other income, net 1,140 515 ( 2,735 )

Commodity contracts Other income, net 1,048 ( 488 ) ( 701 )

Total $ 1,852 $ 565 $ 13,963

Fair Value of Financial Instruments

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Derivative liabilities, recorded in accrued expenses and other current liabilities 624 624 — 624 — —

Derivative liabilities, recorded in deferred credits and other liabilities 36 36 — 36 — —

(1) Certain pension assets that are measured at fair value using the NAV per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy.

These include investments in large cap equity and commingled real estate funds, which are valued using the NAV provided by the administrator of the funds.

Redemption of these funds is not subject to restriction.

December 31, 2024

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Asset-backed securities 26,309 26,309 — 26,309 — —

Equity securities — — — — — —

Mutual funds 29,502 29,502 — 29,502 — —

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Debt, recorded in long-term debt and current maturities of long-term debt $ 1,191,959 $ 1,145,817 $ — $ 1,145,817 $ — $ —

Derivative liabilities, recorded in accrued expenses and other current assets 2,996 2,996 — 2,996 — —

Derivative liabilities, recorded in accrued expenses and other current liabilities 2,905 2,905 — 2,905 — —

Derivative liabilities, recorded in deferred credits and other liabilities 36 36 — 36 — —

(1) Certain pension assets that are measured at fair value using the NAV per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy.

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(1) as of December 31, 2025, foreign currency derivative contracts and interest rate collar agreements;

(2) as of December 31, 2023, foreign currency derivative contracts.

Refer to Note 23 - Derivative Financial Instruments for more information about our derivative assets and liabilities.

(2) as of December 31, 2024, foreign currency derivative contracts, commodity derivative contracts, and interest rate collar agreements.

Refer to Note 23 - Derivative Financial Instruments to our consolidated financial statements included in this Form 10-K for more information.

Deferred compensation plan assets reported in level 2 consist of mutual funds and corporate-owned life insurance.

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– We sell molded door skins to certain customers pursuant to long-term contracts, and these customers in turn use the molded door skins to manufacture interior doors and compete directly against us in the marketplace.

We gave notice of termination of one of these contracts and, on June 29, 2016, the counterparty to the agreement, Steves & Sons, Inc.

(“Steves”) filed a claim against JWI in the U.S.

We gave notice of termination of one of these contracts and, on June 29, 2016, the counterparty to the agreement, Steves filed a claim against JWI in the U.S.

District Court for the Eastern District of Virginia, Richmond Division (the “Eastern District of Virginia”).

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JWI then filed a motion for rehearing en banc with the Fourth Circuit that was denied on March 22, 2021.

On May 1, 2024, JWI filed a motion to modify the Amended Final Judgment (the “Motion”) with the Eastern District of Virginia to vacate all court orders requiring divestiture of the Company’s Towanda operations and certain related assets (“Towanda”) in light of changed industry and market factors and conditions.

On May 1, 2024, JWI filed a motion to modify the Amended Final Judgment (the “Motion”) with the Eastern District of Virginia to vacate all court orders requiring divestiture of the Company’s Towanda operations and certain related assets (“Towanda”) considering changed industry and market factors and conditions.

The court-mandated divestiture process continued while the court reviewed the Motion.

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The court-ordered divestiture closed on January 17, 2025.

On February 6, 2025, JELD-WEN filed a notice of appeal.

The parties’ appellate briefing was completed on September 3, 2025, and oral argument was held on January 29, 2026.

During the pendency of the Original Action, on February 14, 2020, Steves filed a complaint and motion for preliminary injunction in the Eastern District of Virginia alleging that we breached the long-term supply agreement between the parties, including, among other claims, by incorrectly calculating the allocation of door skins owed to Steves (the “Allocation Action”).

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On November 3, 2021, we paid $ 66.4 million to Steves under the settlement agreement.

In re JELD-WEN Holding, Inc.

Derivative Litigation – On February 2, 2021, Jason Aldridge, on behalf of the Company, filed a derivative action in the U.S.

District Court for the District of Delaware against certain current and former executives and directors of the Company, alleging that the individual defendants breached their fiduciary duties by allowing the wrongful acts alleged in the Steves and Cambridge actions, as well as violations of Section 14(a) and 20(a) of the Exchange Act, unjust enrichment, and waste of corporate assets among other allegations (the “Aldridge Action”).

The lawsuit sought compensatory damages, equitable relief, and an award of attorneys’ fees and costs.

The plaintiff filed an amended complaint on May 10, 2021.

On June 21, 2021, prior to a response from the Company in the Aldridge Action, Shieta Black and the Board of Trustees of the City of Miami General Employees’ & Sanitation Employees’ Retirement Trust, on behalf of the Company, filed a derivative action in the U.S.

District Court for the District of Delaware against certain current and former executives and directors of the Company and Onex Corporation (“Onex”), alleging that the defendants breached their fiduciary duties by allowing the wrongful acts alleged in the Steves and Cambridge actions, as well as insider trading, and unjust enrichment among other allegations (the “Black Action”).

The lawsuit sought compensatory damages, corporate governance reforms, restitution, equitable relief, and an award of attorneys’ fees and costs.

The court granted the Black and Aldridge plaintiffs in motion to consolidate the lawsuits on July 16, 2021.

On June 20, 2022, the parties entered into a settlement agreement of the consolidated matters, which was approved by the Court on approval of the December 20, 2022, and the cases were dismissed with prejudice.

In January 2023, the Company, as putative plaintiff, received approximately $ 10.5 million after attorneys’ fees and costs were deducted as part of the settlement.

Wood Moulding and Millworks Products (“WMMP”) Anti-dumping and Countervailing Duty (“AD/CVD”) Investigation – On June 9, 2025, the United States Department of Commerce issued its Preliminary Results in its administrative review of wood moulding and millwork products imported from China between January 1, 2023, and January 31, 2024.

The Preliminary Results found that the Company could be responsible for additional AD/CVD duties for the applicable time period.

The Company and other interested parties have filed additional case briefs with the Department of Commerce arguing that the Preliminary Results are inconsistent with any evidence of products being imported for less than normal value.

The Company received final rulings in Q1 2026.

As a result of these final rulings, the Company recognized expense of $ 2.1 million in the year ended December 31, 2025, which is recorded within other income, net in the accompanying consolidated statements of operations.

The Company is currently evaluating potential appeals.

Canadian Antitrust Litigation – On May 15, 2020, Développement Émeraude Inc., on behalf of itself and others similarly situated, filed a putative class action lawsuit against the Company and Masonite in the Superior Court of the Province of Quebec, Canada, which was served on us on September 18, 2020 (the “Quebec Action”).

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On July 14, 2023, the Company entered into an agreement in principle with class counsel to resolve both actions for an immaterial amount, which the Company recorded in the second quarter of 2023.

A formal settlement agreement was executed as of March 27, 2024, and remains subject to court approval.

The Company continues to believe the plaintiffs’ claims lack merit and denies any liability or wrongdoing for the claims made against the Company.

We have evaluated the claims against us and recorded provisions based on management’s judgment about the probable outcome of the litigation and have included our estimates in accrued expenses in the accompanying balance sheets.

Refer to Note 10 - Accrued Expenses and Other Current Liabilities for more information.

A formal settlement agreement was executed as of March 27, 2024.

In June 2025, the settlement was approved by the courts in both the Federal Court Action and the Quebec Action, thereby concluding the matters.

Refer to Note 10 - Accrued Expenses and Other Current Liabilities to our consolidated financial statements included in this Form 10-K for more information.

While we expect a favorable resolution to these matters, the dispute resolution process could be lengthy, and if the plaintiffs were to prevail completely or substantially in the respective matters described above, such an outcome could have a material adverse effect on our operating results, consolidated financial position, or cash flows.

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At December 31, 2025 and 2024, our accrued liability for self-insured risks was $ 76.0 million and $ 83.3 million, respectively.

Indemnifications – At December 31, 2024, we had commitments related to certain representations made in contracts for sale of businesses or property, including the divestiture of JW Australia.

Indemnifications – At December 31, 2025, we had commitments related to certain representations made in contracts for sale of businesses or property, including the divestiture of JW Australia and the court-ordered divestiture of Towanda.

Our indemnity obligations under the relevant agreements may be limited in terms of time, amount or scope.

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As it relates to certain income tax related liabilities, the relevant agreements may not provide any cap for such liabilities, and the period in which we would be liable would lapse upon expiration of the statute of limitation for assessment of the underlying taxes.

Because of the conditional nature of these obligations and the unique facts and circumstances involved in each particular agreement, we are unable to reasonably estimate the potential maximum exposure associated with these items.

Because of the conditional nature of these obligations and the unique facts and circumstances involved in each agreement, we are unable to reasonably estimate the potential maximum exposure associated with these items.

We are not aware of any material amounts claimed or expected to be claimed under these indemnities.

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With additional information gathered from the CAP investigation during 2024, we determined the total range of possible remediation cost outcomes to be between $ 17.4 million to $ 33.6 million.

We retained a provision of $ 11.8 million within our financial statements which considers the range of possible outcome costs and potential allocation of the responsibility between the identified PLPs, both of which could vary materially from our estimates.

We retained a provision of $ 11.8 million within our financial statements which considers the range of possible outcome costs and potential allocation of responsibility between the identified PLPs, both of which could vary materially from our estimates.

In December 2025, as the scope and timing of the remedial work was further refined, we determined the total range of possible remediation cost outcomes remained between $ 17.4 million and $ 33.6 million, but that the more likely possible remediation cost outcome is approximately $ 21.0 million.

The Company adjusted the provision within its financial statements to that amount and recognized a long-term receivable of $ 5.6 million within other assets in the accompanying consolidated balance sheet related to loss recoveries.

This provision may ultimately be offset in whole or in part by recoveries from PLPs or insurance proceeds.

Towanda, Pennsylvania Consent Order – In December 2020, we entered into a COA with the PaDEP to remove a pile of wood fiber waste from our site in Towanda, Pennsylvania, which we acquired in connection with our acquisition of CMI in 2012, by using it as fuel for a boiler at that site.

The COA replaced a 2018 Consent Decree between the Company and PaDEP.

Under the COA, we are required to achieve certain periodic removal objectives and ultimately remove the entire pile by August 31, 2025.

As of each of December 31, 2024 and December 31, 2023, there was $ 1.4 million in bonds posted in connection with these obligations.

Failure to remove the pile by August 31, 2025, would have resulted in forfeiture of the bonds and penalties by PaDEP.

During December 2024, we removed the wood fiber waste pile from the site and our removal obligations under the COA closed.

Under the COA, we were required to achieve certain periodic removal objectives and ultimately remove the entire pile by August 31, 2025.

As of December 31, 2024, there was $ 1.4 million in bonds posted in connection with these obligations.

During December 2024, we removed the wood fiber waste pile from the site and our removal obligations under the COA were closed.

Purchase Obligations – As of December 31, 2025, we have purchase obligations of $ 42.0 million due in 2026 and $ 30.8 million due in 2027 and thereafter.

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Employee Retirement and Pension Benefits

Defined Benefit Pension Plan

Defined Benefit Pension Plan – Certain U.S.

hourly employees participate in our defined benefit pension plan.

The plan is not open to new employees.

In 2020, we elected to utilize the alternative method when calculating the Pension Benefit Guarantee Corporation premiums for 2020 and the succeeding four years .

In 2020, we elected to utilize the alternative method when calculating the Pension Benefit Guarantee Corporation premiums for 2020 and the succeeding years.

We use a spot rate yield curve to estimate the pension benefit obligation and net periodic benefits costs.

1 unchanged sentence

defined benefit pension plan by offering a one-time lump sum election option to terminated vested participants and active participants over the age of 59 1/2.

As a result of lump sum elections made by participants, we settled $ 49.5 million of future obligations and recognized a pre-tax pension settlement charge of $ 4.3 million in the fourth quarter of 2023.

The settlement charge, primarily comprised of the recognition of past actuarial losses, is recorded within other income, net in the consolidated statements of operations.

As a result of lump sum elections made by participants, we used approximately $ 46.7 million of plan assets to settle $ 49.5 million of future obligations and recognized a pre-tax pension settlement charge of $ 4.3 million in the fourth quarter of 2023.

The settlement charge, primarily comprised of the recognition of past actuarial losses, is recorded within other income, net in the accompanying consolidated statement of operations.

During the fourth quarter of 2025, we completed a balance sheet risk mitigation action related to the U.S.

defined benefit pension plan by purchasing group annuity contracts from an insurance provider.

This transaction transferred pension obligations for approximately 4,281 retirees and beneficiaries to the insurer.

In connection with this transaction, we used approximately $ 109.5 million of plan assets to purchase the annuity contracts, which resulted in the settlement of approximately $ 113.7 million of projected benefit obligations and the recognition of a pre-tax pension settlement charge of approximately $ 6.6 million in the fourth quarter of 2025.

The settlement charge, primarily comprised of the recognition of previously unrecognized actuarial losses, is recorded within other income, net in the accompanying consolidated statement of operations.

The components of net periodic benefit cost are summarized as follows:

7 unchanged sentences

Settlement loss 6,644 — 4,349

Pension benefit expense (income) $ 879 $ 9,971 $ ( 5,600 )

Pension benefit expense $ 8,855 $ 879 $ 9,971

Discount rate used to determine benefit costs 5.57 % 5.05 % 5.39 %

8 unchanged sentences

We maintain policies for investment of pension plan assets.

The policies set forth stated objectives and a structure for managing assets, which includes various asset classes and investment management styles that, in the aggregate, are expected to produce a sufficient level of diversification and investment return over time and provide for the availability of funds for benefits as they become due.

The policies set forth stated objectives and a structure for managing assets, which include various asset classes and investment management styles that, in the aggregate, are expected to produce a sufficient level of diversification and investment return over time and provide for the availability of funds for benefits as they become due.

The policies also provide guidelines for each investment portfolio that control the level of risk assumed in the portfolio and ensure that assets are managed in accordance with stated objectives.

18 unchanged sentences

Interest cost 13,308 13,556

Actuarial (gain) loss ( 15,039 ) 8,296

Actuarial loss (gain) 8,619 ( 15,039 )

Benefits paid ( 19,345 ) ( 21,472 )

4 unchanged sentences

Compensation increase rate N/A N/A

As of December 31, 2024, the plan’s estimated benefit payments for the next ten years are as follows (amounts in thousands):

2025 $ 18,632

As of December 31, 2025, the plan’s estimated benefit payments for the next ten years are as follows:

(amounts in thousands) Total

2031-2035 52,866

3 unchanged sentences

The plan’s funded status is as follows:

Long-term (overfunded) unfunded pension liability - U.S.

Long-term overfunded pension asset - U.S.

(amounts in thousands) December 31, 2025 December 31, 2024

1 unchanged sentence

Fair value of plan assets at end of period ( 153,441 ) ( 262,429 )

(Overfunded) unfunded pension (asset) liability (1)

Overfunded pension asset (1)

$ ( 3,297 ) $ ( 939 )

(1) The overfunded pension liability as of December 31, 2024, is recorded in long-term other assets in the accompanying consolidated balance sheet.

(1) The overfunded pension asset as of December 31, 2025 and 2024, is recorded in long-term other assets in the accompanying consolidated balance sheets.

Net actuarial pension losses are recorded in consolidated other comprehensive income (loss) are as follows:

12 unchanged sentences

Some of these plans remain open to participants and others are closed.

The expenses related to these plans are recorded in the consolidated statements of operations and are determined by using weighted-average assumptions made on January 1 of each year as summarized below:

The expenses related to these plans are recorded in the accompanying consolidated statements of operations and are determined by using weighted-average assumptions made on January 1 of each year as summarized below:

Components of pension benefit expense - Non-U.S.

9 unchanged sentences

Compensation increase rate — % - 3.0 %

0.0 % - 3.5 %

The projected benefit obligation for the non-U.S.

6 unchanged sentences

Interest cost 897 864

Actuarial gain 1,107 1,162

Actuarial (gain) loss ( 1,307 ) 1,107

Benefits paid ( 2,030 ) ( 1,990 )

4 unchanged sentences

Compensation increase rate — % - 3.0 %

0.0 % - 3.5 %

As of December 31, 2025, the estimated benefit payments for the non-U.S.

plans over the next ten years are as follows:

plans over the next 10 years are as follows:

(amounts in thousands) Total

2030-2034 8,779

The accumulated benefit obligations of $ 27.0 million for the non-U.S.

2 unchanged sentences

plans in 2026.

The funded status of these plans are as follows:

The funded status of these plans is as follows:

(amounts in thousands)

11 unchanged sentences

Amortization of net actuarial loss ( 316 ) ( 267 ) ( 45 )

Net loss (gain) occurring during year 1,107 1,163 ( 6,457 )

Effect of curtailment — — ( 167 )

Net (gain) loss occurring during year ( 1,310 ) 1,107 1,163

Divestiture of JW Australia benefit plans — — ( 1,442 )

35 unchanged sentences

Other Supplemental Cash Flow Information:

Cash taxes paid, net of refunds $ 45,996 $ 48,092 $ 44,723

Cash interest paid $ 71,550 $ 72,497 $ 74,735

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