Item 9A. Controls and Procedures
Item 9A - Controls and Procedures
Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, which are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act, including this Report, are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company under the Exchange Act is accumulated and communicated to the Company’s management, including its CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
The Company’s management, including the Company’s CEO and CFO, conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this Report and, based on that evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2025.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the Company’s most recently completed quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Management’s Report on Internal Control over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).
The Company conducted an evaluation under the supervision and with the participation of the Company’s management, including the Company’s CEO and CFO, of the effectiveness of the Company’s internal control over financial reporting. The Company’s management used the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations (COSO) to perform this evaluation. Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2025.
The effectiveness of our internal control over financial reporting as of December 31, 2025, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report appearing under Item 8 - Financial Statements and Supplementary Data.
Item 9B - Other Information
During the three months ended December 31, 2025, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Item 9C - Disclosures Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
Item 10 - Directors, Executive Officers and Corporate Governance
The information required by this item with respect to our executive officers appears in Part I of this Form 10-K under the heading, “Executive Officers of the Registrant”. Except as provided below, the other information required by this item is incorporated by reference to the Company’s definitive Proxy Statement for its 2026 Annual Meeting of Stockholders to be held on April 22, 2026, which will be filed with the SEC within 120 days of the Company’s fiscal year end covered by this Form 10-K (“Proxy Statement”).
Our Board has adopted a securities trading and disclosure policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the exchange listing standards applicable to us. In addition, it is our policy to comply with applicable securities and state laws, including insider trading laws, when engaging in transactions in our securities. A copy of our securities trading and disclosure policy is filed as Exhibit 19.1 to this Form 10-K.
Item 11 - Executive Compensation
The information required by this item is incorporated by reference to the Proxy Statement, except as to information required pursuant to Item 402(v) of SEC Regulation S-K relating to pay versus performance.
Item 12 - Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
Equity Compensation Plan Information
The following table sets forth information with respect to shares of our Common Stock that may be issued under our existing equity compensation plans, as of December 31, 2025:
(a) (b) (c)
Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights Weighted Average Exercise Price of Outstanding Options, Warrants, and Rights (1)
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Equity compensation plans approved by security holders
4,995,041 (2)
$14.13 2,318,282 (3)
Equity compensation plans not approved by security holders
— — —
Total
4,995,041 $14.13 2,318,282
(1) Excludes RSUs and PSUs, which have no exercise price.
(2) Consists of shares underlying 1,290,584 stock options, 2,673,826 RSUs, and 1,030,631 PSUs outstanding under the 2011 Stock Incentive Plan and 2017 Omnibus Equity Plan.
(3) The number of securities remaining for future issuances includes only shares available under the 2017 Omnibus Equity Plan.
The other information required by this item is incorporated by reference to the Proxy Statement.
Item 13 - Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated by reference to the Proxy Statement.
Item 14 - Principal Accounting Fees and Services
The information required by this item is incorporated by reference to the Proxy Statement.
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PART IV
Item 15 - Exhibits and Financial Statement Schedules
1. Financial Statements
The financial statements are set forth under Item 8 - Financial Statements and Supplementary Data of this Form 10-K.
2. Financial Statement Schedules
All financial statements and schedules are omitted because they are not applicable, not required, or the information is included in the financial statements or the notes thereto.
3. Exhibits
The exhibits listed on the accompanying Exhibit Index are filed or incorporated by reference as part of this Form 10-K and such Exhibit Index is incorporated herein by reference.
Exhibit No. Exhibit Description Form File No. Exhibit Filing Date
2.1 Asset Purchase Agreement, dated October 11, 2024, by and between JELD-WEN, Inc., WG Towanda LLC and Woodgrain Inc., effective December 13, 2024.
8-K 001-38000 2.1 December 19, 2024
3.1 Second Amended and Restated Certificate of Incorporation of JELD-WEN Holding, Inc.
8-K 001-38000 3.1 May 4, 2022
3.2 Fourth Amended and Restated Bylaws of JELD-WEN Holding, Inc.
8-K 001-38000 3.1 February 9, 2024
4.1 Description of Securities.
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 form of Note).
8-K 001-38000 4.1 December 14, 2017
4.3 First Supplemental Indenture, dated as of December 21, 2018, among American Building Supply, Inc., J B L Hawaii, Limited and Wilmington Trust, National Association, as Trustee.
8-K 001-38000 4.1 December 27, 2018
4.4 Second Supplemental Indenture, dated as of September 24, 2020, among Milliken Millwork, Inc., VPI Quality Windows, Inc., subsidiaries of JELD-WEN, Inc. and Wilmington Trust, National Association, as Trustee.
10-Q 001-38000 4.2 November 3, 2020
4.5 Third Supplemental Indenture, dated as of December 31, 2020, among JELD-WEN, Inc., the guarantors party thereto and Wilmington Trust, National Association, as Trustee.
10-K 001-38000 4.9 February 23, 2021
4.6 Indenture, dated as of August 22, 2024, among JELD-WEN Holding, Inc., the guarantors party thereto and Truist Bank, as trustee (including form of Notes).
8-K 001-38000 4.1 August 22, 2024
4.7 Guarantor Joinder Agreement, dated as of September 24, 2020, to the Term Loan Credit Agreement, dated as of October 15, 2014 (as amended on July 1, 2015, November 1, 2016, March 7, 2017, December 14, 2017, September 20, 2019) among Milliken Millwork, Inc., VPI Quality Windows, Inc., and Bank of America, N.A., as Administrative Agent.
10-Q 001-38000 4.3 November 3, 2020
4.8 Borrower Joinder Agreement, dated as of September 24, 2020, to the Revolving Credit Agreement, dated as of October 15, 2014 (as amended on July 1, 2015, November 1, 2016, December 14, 2017, December 21, 2018 and December 31, 2019) among Milliken Millwork, Inc., VPI Quality Windows, Inc., and Wells Fargo Bank, National Association, as Administrative Agent.
10-Q 001-38000 4.4 November 3, 2020
10.1 Credit Agreement, among JELD-WEN Holding, Inc., JELD-WEN, Inc., JELD-WEN of Canada, Ltd., the other guarantors party thereto, Wells Fargo Bank, National Association, and the lenders party thereto, dated October 15, 2014.
S-1 333-211761 10.1 June 1, 2016
10.2 Amendment No. 1 to Credit Agreement, among JELD-WEN Holding, Inc., JELD-WEN, Inc., JELD-WEN of Canada, Ltd., the subsidiary guarantors party thereto, Wells Fargo Bank, National Association, and the lenders party thereto, dated July 1, 2015.
S-1 333-211761 10.1.1 June 1, 2016
10.3 Amendment No. 2 to Credit Agreement, among JELD-WEN Holding, Inc., JELD-WEN, Inc., JELD-WEN of Canada, Ltd., Karona, Inc., the subsidiary guarantors party thereto, Wells Fargo Bank, National Association, and the lenders party thereto, dated November 1, 2016.
S-1/A 333-211761 10.1.2 November 17, 2016
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Exhibit No. Exhibit Description Form File No. Exhibit Filing Date
10.4 Amendment No. 3 to Credit Agreement, among JELD-WEN, Inc., JELD-WEN Holding, Inc., JELD-WEN of Canada, Ltd., the other borrowers party thereto, the subsidiary guarantors party thereto, the lenders party thereto, Wells Fargo Bank, National Association, as administrative agent, issuing bank and swingline lender and the other parties thereto, dated as of December 14, 2017.
8-K 001-38000 10.1 December 15, 2017
10.5 Amendment No. 4, dated as of December 21, 2018, among JELD-WEN, Inc., American Building Supply, Inc., J B L Hawaii, Limited, the other borrowers party thereto, the subsidiary guarantors party thereto, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent.
8-K 001-38000 10.1 December 27, 2018
10.6 Amendment No. 5, dated as of December 31, 2019, 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 001-38000 10.1 January 6, 2020
10.7 Amendment No. 6, dated as of July 28, 2021, among JELD-WEN Holding, Inc., JELD_WEN, Inc., the subsidiary guarantors party thereto, and Bank of America, N.A., as administrative agent.
10-Q 001-38000 10.2 August 2, 2021
10.8 Amendment No. 7 to Credit Agreement, dated as of June 15, 2023, 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 001-38000 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. and the lenders party thereto, dated October 15, 2014.
S-1 333-211761 10.2 June 1, 2016
10.11 Amendment No. 1 to Term Loan Credit Agreement, among JELD-WEN Holding, Inc., JELD-WEN, Inc., Onex BP Finance LP, the subsidiary guarantors party thereto, Bank of America, N.A., and the lenders party thereto, dated July 1, 2015.
S-1 333-211761 10.2.1 June 1, 2016
10.12 Amendment No. 2 to Term Loan Credit Agreement, among JELD-WEN Holding, Inc., JELD-WEN, Inc. the subsidiary guarantors party thereto, Onex BP Finance LP, Bank of America, N.A., and the lenders party thereto, dated November 1, 2016.
S-1/A 333-211761 10.2.2 November 17, 2016
10.13 Amendment No. 3 to Term Loan Credit Agreement, among JELD-WEN Holding, Inc., JELD-WEN, Inc. the subsidiary guarantors party thereto, Onex BP Finance LP, Bank of America, N.A., and the lenders party thereto, dated March 7, 2017.
8-K 001-38000 10.1 March 8, 2017
10.14 Amendment No. 4, by and among JELD-WEN, Inc., JELD-WEN Holding, Inc., the subsidiary guarantors party thereto, the lenders party thereto, Bank of America, N.A., as administrative agent and the other parties thereto, dated as of December 14, 2017.
8-K 001-38000 10.2 December 15, 2017
10.15 Amendment No. 5, dated as of September 20, 2019, among JELD-WEN Holding, Inc., JELD-WEN, Inc., the subsidiary guarantors party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent.
8-K 001-38000 10.1 September 20, 2019
10.16 Amendment No. 6, dated as of July 28, 2021, 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.
10-Q 001-38000 10.3 August 2, 2021
10.17 Amendment No. 7 to Term Loan Credit Agreement, dated as of June 16, 2023, among JELD-WEN Holding, Inc., JELD-WEN, Inc., the other guarantors party thereto, the lenders party thereto, Bank of America, N.A., as administrative agent, and the other parties thereto.
8-K 001-38000 10.2 June 16, 2023
10.18 Amendment No. 8 to Term Loan Credit Agreement, dated as of January 19, 2024, among JELD-WEN Holding, Inc., JELD-WEN, Inc., the other guarantors party thereto, the lenders party thereto, Bank of America, N.A., as administrative agent, and the other parties thereto.
8-K 001-38000 10.1 January 19, 2024
10.19 Share Sale Agreement, dated April 17, 2023, by and between JW International Holdings, Inc. and Aristotle Holding III Pty Limited
8-K 001-38000 2.1 April 18, 2023
10.20+ JELD-WEN Holding, Inc. 2017 Omnibus Equity Plan , as amended and restated effective April 24, 2025 .
8-K 001-38000 10.1 April 25, 2025
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Exhibit No. Exhibit Description Form File No. Exhibit Filing Date
10.21+ Amendment to Form of Nonqualified Stock Option Agreement under JELD-WEN Holding, Inc. 2017 Omnibus Equity Plan.
10-Q 001-38000 10.2 April 30, 2021
10.22+ Form of Restricted Stock Unit Award Agreement under JELD-WEN Holding, Inc. 2017 Omnibus Plan.
10-K 001-38000 10.20 February 22, 2022
10.23+ Form of Performance Share Unit Award Agreement under JELD-WEN Holding, Inc. 2017 Omnibus Plan.
10-K 001-38000 10.21 February 22, 2022
10.24+ Form of Nonqualified Stock Option Agreement under JELD-WEN Holding, Inc. 2017 Omnibus Plan.
10-K 001-38000 10.26 February 20, 2024
10.25+ Form of Restricted Stock Unit Award Agreement under JELD-WEN Holding, Inc. 2017 Omnibus Plan.
10-K 001-38000 10.27 February 20, 2024
10.26+ Form of Performance Share Unit Award Agreement under JELD-WEN Holding, Inc. 2017 Omnibus Plan.
10-K 001-38000 10.28 February 20, 2024
10.27+ Form of Nonqualified Stock Option Agreement Under JELD-WEN Holding, Inc. 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. 2025 Management Incentive Plan.
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.
S-1 333-211761 10.25 June 1, 2016
10.33+ Form of Separation Agreement between JELD-WEN Holding, Inc. and executive officers.
10-Q 001-38000 10.1 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. and executive officers.
10-Q 001-38000 10.1 August 5, 2020
10.36+ The JELD-WEN Deferred Compensation Plan, effective April 1, 2022
8-K 001-38000 10.1 February 18, 2022
19.1 Securities Trading and Disclosure Policy
10-K 001-38000 19.1 February 20, 2024
21.1* List of subsidiaries of JELD-WEN Holding, Inc.
22.1* Subsidiary Guarantors and Issuers of Guaranteed Securities.
23.1* Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
24.1* Power of Attorney (included on the signature page of this Annual Report on Form 10-K).
31.1* Certification of Periodic Report by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002 .
31.2* Certification of Periodic Report by Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
32.1* Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1 JELD-WEN Holding, Inc. Incentive Compensation Clawback Policy
10-K 001-38000 97.1 February 20, 2024
101.INS* Inline XBRL Instance Document.
101.SCH* Inline XBRL Taxonomy Extension Schema Document.
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).
* Filed herewith.
+ Indicates management contract or compensatory plan.
Item 16 - Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
JELD-WEN HOLDING, INC.
(Registrant)
By: /s/ Samantha L. Stoddard
Samantha L. Stoddard
Executive Vice President and Chief Financial Officer
Date: February 23, 2026
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Samantha L. Stoddard and James S. Hayes, jointly and severally, his or her attorney-in-fact, with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities and Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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Signature Title Date
/s/ William J. Christensen Chief Executive Officer and Director
(Principal Executive Officer) February 23, 2026
William J. Christensen
/s/ Samantha L. Stoddard Chief Financial Officer
(Principal Financial Officer) February 23, 2026
Samantha L. Stoddard
/s/ Jeffrey D. Embt Chief Accounting Officer
(Principal Accounting Officer) February 23, 2026
Jeffrey D. Embt
/s/ David G. Nord Chair February 23, 2026
David G. Nord
/s/ Antonella B. Franzen Director February 23, 2026
Antonella B. Franzen
/s/ Catherine A. Halligan Director February 23, 2026
Catherine A. Halligan
/s/ Michael F. Hilton Director February 23, 2026
Michael F. Hilton
/s/ Tracey I. Joubert Director February 23, 2026
Tracey I. Joubert
/s/ Cynthia G. Marshall Director February 23, 2026
Cynthia G. Marshall
/s/ Bruce M. Taten Director February 23, 2026
Bruce M. Taten
/s/ Roderick C. Wendt Director February 23, 2026
Roderick C. Wendt
/s/ Steven E. Wynne Director February 23, 2026
Steven E. Wynne
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Index to Consolidated Financial Statements
Page No.
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 238 )
F - 2
Consolidated Statements of Operations
F - 4
Consolidated Statements of Comprehensive (Loss) Income
F - 5
Consolidated Balance Sheets
F - 6
Consolidated Statements of Equity
F - 7
Consolidated Statements of Cash Flows
F - 8
Notes to Consolidated Financial Statements
Note 1. Description of Company and Summary of Significant Accounting Policies
F - 9
Note 2. Discontinued Operations and Divestiture
F - 15
Note 3. Accounts Receivable, Net
F - 16
Note 4. Inventories
F - 17
Note 5. Property and Equipment, Net
F - 17
Note 6. Goodwill
F - 18
Note 7. Intangible Assets, Net
F - 19
Note 8. Leases
F - 20
Note 9. Accrued Payroll and Benefits
F - 22
Note 10. Accrued Expenses and Other Current Liabilities
F - 22
Note 11. Warranty Liability
F - 22
Note 12. Long-Term Debt
F - 23
Note 13. Deferred Credits and Other Liabilities
F - 25
Note 14. Segment Information
F - 26
Note 15. Income Taxes
F - 30
Note 16. Capital Stock
F - 36
Note 17. (Loss) Income Per Share
F - 37
Note 18. Stock Compensation
F - 37
Note 19. Restructuring and Asset-Related Charges, Net
F - 40
Note 20. Held for Sale
F - 44
Note 21. Interest Expense, Net
F - 44
Note 22. Other Income, Net
F - 45
Note 23. Derivative Financial Instruments
F - 45
Note 24. Fair Value of Financial Instruments
F - 47
Note 25. Commitments and Contingencies
F - 49
Note 26. Employee Retirement and Pension Benefits
F - 52
Note 27. Supplemental Cash Flow Information
F - 57
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Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of JELD-WEN Holding, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of JELD-WEN Holding, Inc. and its subsidiaries (the "Company") as of December 31, 2025 and 2024, and the related consolidated statements of operations, of comprehensive (loss) income, of equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. 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 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 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 approach and (ii) the reasonableness of the discount rate and terminal growth rate assumptions.
/s/ PricewaterhouseCoopers LLP
Charlotte, North Carolina
February 23, 2026
We have served as the Company’s auditor since 2000.
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JELD-WEN HOLDING, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended December 31,
(amounts in thousands, except share and per share data) 2025 2024 2023
Net revenues $ 3,211,181 $ 3,775,592 $ 4,304,334
Cost of sales 2,696,986 3,086,618 3,471,713
Gross margin 514,195 688,974 832,621
Selling, general and administrative 551,111 652,527 655,280
Goodwill impairment ( Note 6 )
334,617 94,801 —
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 ( Note 21 )
67,182 67,237 72,258
Loss on extinguishment and refinancing of debt ( Note 1 2 )
237 1,908 6,487
Other income, net ( Note 22 )
( 9,144 ) ( 24,773 ) ( 25,719 )
(Loss) income from continuing operations before taxes ( 474,319 ) ( 170,818 ) 88,574
Income tax expense ( Note 15 )
147,930 16,762 63,339
(Loss) income from continuing operations, net of tax ( 622,249 ) ( 187,580 ) 25,235
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
Net (loss) income $ ( 621,209 ) $ ( 189,020 ) $ 62,445
Weighted average common shares outstanding ( Note 17 ) :
Basic 85,267,146 84,989,963 84,995,515
Diluted 85,267,146 84,989,963 85,874,035
Net (loss) income per share from continuing operations
Basic $ ( 7.30 ) $ ( 2.21 ) $ 0.30
Diluted $ ( 7.30 ) $ ( 2.21 ) $ 0.29
Net income (loss) per share from discontinued operations
Basic $ 0.01 $ ( 0.02 ) $ 0.44
Diluted $ 0.01 $ ( 0.02 ) $ 0.43
Net (loss) income per share
Basic $ ( 7.29 ) $ ( 2.22 ) $ 0.73
Diluted $ ( 7.29 ) $ ( 2.22 ) $ 0.73
Net (loss) income per share may not sum due to rounding.
The accompanying notes are an integral part of these consolidated financial statements.
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JELD-WEN HOLDING, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
Year Ended December 31,
(amounts in thousands) 2025 2024 2023
Net (loss) income $ ( 621,209 ) $ ( 189,020 ) $ 62,445
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 (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 income (loss), net of tax: 79,104 ( 34,185 ) 47,324
Comprehensive (loss) income $ ( 542,105 ) $ ( 223,205 ) $ 109,769
The accompanying notes are an integral part of these consolidated financial statements.
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JELD-WEN HOLDING, INC.
CONSOLIDATED BALANCE SHEETS
(amounts in thousands, except share and per share data) December 31, 2025 December 31, 2024
ASSETS
Current assets
Cash and cash equivalents $ 136,103 $ 150,337
Restricted cash 2,145 710
Accounts receivable, net ( Note 3 )
361,192 388,415
Inventories ( Note 4 )
444,102 460,107
Other current assets 73,202 73,413
Assets held for sale ( Note 20 )
— 126,912
Total current assets 1,016,744 1,199,894
Property and equipment, net ( Note 5 )
728,445 681,439
Deferred tax assets ( Note 15 )
16,289 143,284
Goodwill ( Note 6 )
— 315,167
Intangible assets, net ( Note 7 )
96,330 101,987
Operating lease assets, net ( Note 8 )
179,378 126,256
Other assets 65,628 52,142
Total assets $ 2,102,814 $ 2,620,169
LIABILITIES AND EQUITY
Liabilities
Current liabilities
Accounts payable $ 237,280 $ 264,947
Accrued payroll and benefits ( Note 9 )
93,827 89,600
Accrued expenses and other current liabilities ( Note 10 )
223,147 224,209
Current maturities of long-term debt ( Note 12 )
23,690 30,927
Liabilities held for sale ( Note 20 )
— 15,308
Total current liabilities 577,944 624,991
Long-term debt ( Note 12 )
1,149,614 1,152,449
Unfunded pension liability ( Note 26 )
24,357 21,615
Operating lease liability ( Note 8 )
158,565 105,499
Deferred credits and other liabilities ( Note 1 3 )
85,424 89,854
Deferred tax liabilities ( Note 15 )
14,694 5,699
Total liabilities 2,010,598 2,000,107
Commitments and contingencies ( Note 25 )
Shareholders’ equity
Preferred Stock, par value $ 0.01 per share, 90,000,000 shares authorized; no shares issued and outstanding
— —
Common Stock: 900,000,000 shares authorized, par value $ 0.01 per share, 85,489,683 and 84,653,408 shares issued and outstanding, respectively
854 846
Additional paid-in capital 783,315 769,064
Accumulated deficit ( 641,562 ) ( 20,353 )
Accumulated other comprehensive loss ( 50,391 ) ( 129,495 )
Total shareholders’ equity 92,216 620,062
Total liabilities and shareholders’ equity $ 2,102,814 $ 2,620,169
The accompanying notes are an integral part of these consolidated financial statements.
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JELD-WEN HOLDING, INC.
CONSOLIDATED STATEMENTS OF EQUITY
Year Ended December 31,
2025 2024 2023
(amounts in thousands, except share and per share amounts) Shares Amount Shares Amount Shares Amount
Preferred stock, $ 0.01 par value per share
— $ — — $ — — $ —
Common stock, $ 0.01 par value per share
Balance at beginning of period 84,653,408 $ 846 85,309,220 $ 853 84,347,712 $ 843
Shares issued for exercise/vesting of share-based compensation awards 935,484 9 1,030,848 10 1,069,969 11
Shares repurchased — — ( 1,600,000 ) ( 16 ) — —
Shares surrendered for tax obligations for employee share-based transactions ( 99,209 ) ( 1 ) ( 86,660 ) ( 1 ) ( 108,461 ) ( 1 )
Balance at period end 85,489,683 $ 854 84,653,408 $ 846 85,309,220 $ 853
Additional paid-in capital
Balance at beginning of period $ 769,737 $ 752,844 $ 735,526
Shares issued for exercise/vesting of share-based compensation awards ( 6 ) 2,868 552
Shares surrendered for tax obligations for employee share-based transactions ( 737 ) ( 1,440 ) ( 1,637 )
Amortization of share-based compensation 14,994 15,465 18,403
Balance at period end 783,988 769,737 752,844
Employee stock notes
Balance at beginning of period ( 673 ) ( 673 ) ( 673 )
Balance at period end ( 673 ) ( 673 ) ( 673 )
Balance at period end $ 783,315 $ 769,064 $ 752,171
(Accumulated deficit) retained earnings
Balance at beginning of period $ ( 20,353 ) $ 192,931 $ 130,486
Shares repurchased — ( 24,264 ) —
Net (loss) income ( 621,209 ) ( 189,020 ) 62,445
Balance at period end $ ( 641,562 ) $ ( 20,353 ) $ 192,931
Accumulated other comprehensive loss
Balance at beginning of period $ ( 129,495 ) $ ( 95,310 ) $ ( 142,634 )
Foreign currency adjustments 67,062 ( 37,336 ) 45,859
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
Balance at period end $ ( 50,391 ) $ ( 129,495 ) $ ( 95,310 )
Total shareholders’ equity at period end $ 92,216 $ 620,062 $ 850,645
The accompanying notes are an integral part of these consolidated financial statements.
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JELD-WEN HOLDING, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31,
(amounts in thousands) 2025 2024 2023
OPERATING ACTIVITIES
Net (loss) income $ ( 621,209 ) $ ( 189,020 ) $ 62,445
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization 112,381 125,786 140,192
Deferred income taxes 136,932 ( 16,984 ) 31,735
Net gain on sale of business, property, and equipment ( 36,285 ) ( 13,752 ) ( 10,472 )
Goodwill impairment 334,617 94,801 —
Adjustment to carrying value of assets 5,262 22,715 7,862
Amortization of deferred financing costs 2,371 2,411 2,614
Loss on extinguishment and refinancing of debt 237 1,246 6,487
Loss on foreign currency translation adjustment related to the substantial liquidation of a foreign subsidiary — 4,809 —
Gain on sale of discontinued operations, net of tax ( 1,040 ) — ( 23,982 )
Share-based compensation expense 14,994 15,465 18,403
Amortization of U.S. pension expense — — 480
Recovery of cost from receipts on impaired notes — ( 1,389 ) ( 3,514 )
Other items, net 16,749 ( 5,295 ) ( 7,439 )
Net change in operating assets and liabilities:
Accounts receivable 46,668 102,275 10,862
Inventories 33,479 9,423 119,560
Other assets 7,954 ( 1,551 ) 11,595
Accounts payable and accrued expenses ( 49,072 ) ( 32,483 ) ( 21,548 )
Change in short-term and long-term tax liabilities ( 8,899 ) ( 12,243 ) ( 92 )
Net cash (used in) provided by operating activities ( 4,861 ) 106,214 345,188
INVESTING ACTIVITIES
Purchases of property and equipment ( 119,759 ) ( 161,906 ) ( 98,332 )
Proceeds from sale of business, property and equipment 40,772 20,671 16,751
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)
— — 365,555
Recovery of cost from receipts on impaired notes — 1,389 3,514
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 provided by (used in) investing activities 16,281 ( 153,337 ) 279,174
FINANCING ACTIVITIES
Change in long-term debt and payments of debt extinguishment costs ( 31,502 ) ( 55,178 ) ( 561,338 )
Common stock issued for exercise of options 3 2,878 563
Common stock repurchased — ( 24,280 ) —
Payments to tax authorities for employee share-based compensation ( 738 ) ( 1,441 ) ( 1,638 )
Payments related to the sale of JW Australia ( 812 ) ( 2,612 ) ( 744 )
Net cash used in financing activities ( 33,049 ) ( 80,633 ) ( 563,157 )
Effect of foreign currency exchange rates on cash 8,830 ( 10,344 ) 7,074
Net (decrease) increase in cash and cash equivalents ( 12,799 ) ( 138,100 ) 68,279
Cash, cash equivalents and restricted cash, beginning 151,047 289,147 220,868
Cash, cash equivalents and restricted cash, ending $ 138,248 $ 151,047 $ 289,147
Refer to Note 27 - Supplemental Cash Flow Information 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 and Divestiture.
(1) Includes proceeds from the sale of JW Australia, net of the $ 73.9 million of cash divested.
The accompanying notes are an integral part of these consolidated financial statements.
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JELD-WEN HOLDING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Description of Company and Summary of Significant Accounting Policies
Nature of Business – JELD-WEN Holding, Inc., along with its subsidiaries, is a vertically integrated global manufacturer and distributor of windows, doors, and other building products that derives substantially all its revenues from the sale of its door and window products. Unless otherwise specified or the context otherwise requires, all references in these notes to “JELD-WEN,” “we,” “us,” “our,” or the “Company” are to JELD-WEN Holding, Inc. and its subsidiaries.
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. and Canada and under JELD-WEN and a variety of acquired brand names in Europe.
Our revenues are affected by the level of new housing starts, residential and non-residential building construction, and repair and remodeling activity in each of our markets. Our sales typically follow seasonal new construction and repair and remodeling industry patterns. The peak season for home construction and remodeling in many of our markets generally corresponds with the second and third calendar quarters, and therefore, sales volume is typically higher during those quarters. Our first and fourth quarter sales volumes are generally lower due to reduced repair and remodeling activity and reduced activity in the building and construction industry as a result of colder and more inclement weather in certain areas of our geographic end markets.
Basis of Presentation – The accompanying consolidated financial statements have been prepared in accordance with GAAP and pursuant to the rules and regulations of the SEC. All intercompany balances and transactions have been eliminated in consolidation.
On April 17, 2023, we entered into a Share Sale Agreement with Aristotle Holding III Pty Limited, a subsidiary of Platinum Equity Advisors, LLC, to sell JW Australia. On July 2, 2023, we completed the sale. The net assets and operations of the disposal group met the criteria to be classified as “discontinued operations” and are reported as such in all periods presented unless otherwise noted. 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 and Divestiture to our consolidated financial statements included in this Form 10-K for more information.
All U.S. 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, 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. Our fiscal year always begins on January 1 and ends on December 31. As a result, our first and fourth quarters may have more, or fewer days included than a traditional 91-day fiscal quarter.
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 (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 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.
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Segment Reporting – Our reportable segments are organized and managed principally by geographic region: North America and Europe. We report all other business activities in Corporate and unallocated costs. We consider the following factors in determining the reportable segments: 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. The CODM is the CEO. 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. Our cash management system is designed to maintain zero bank balances at certain banks. 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 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. Our customers are primarily retailers, distributors, and contractors. 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. We maintain allowances for credit losses resulting from the inability of our customers to make required payments. We estimate the allowance for credit losses based on quantitative and qualitative factors associated with the credit risk of our accounts receivable, including historical credit collections within each region where we have operations. If the financial condition of a customer deteriorates or other circumstances occur that result in an impairment of a customer’s ability to make payments, we record additional allowances as needed. 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. We record provisions to write down obsolete and excess inventory to its estimated net realizable value. The process for evaluating obsolete and excess inventory requires us to evaluate historical inventory usage and expected future production needs. Accelerating the disposal process or incorrect estimates may cause actual results to differ from the estimates at the time such inventory is disposed or sold. 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. The balance consists primarily of installment notes and affiliate notes. The allowance for credit losses is based upon credit risks, historical loss trends, and specific reviews of delinquent notes. 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 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 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 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. The cost of major additions and betterments are capitalized and depreciated using the straight-line method over their estimated useful lives. Replacements, maintenance, and repairs that do not improve or extend the useful lives of the related assets or adapt the property to a new or different use are expensed as incurred. 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 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.
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Leasehold improvements are amortized over the shorter of the useful life of the improvement, the lease term, or the life of the building. Depreciation is generally provided over the following estimated useful service lives:
Land improvements 10 - 20 years
Buildings and improvements 10 - 45 years
Machinery and equipment 3 - 20 years
Intangible Assets – Definite lived intangible assets are amortized based on the pattern of economic benefit over the following estimated useful lives:
Trademarks and trade names 10 - 40 years
Software 3 - 10 years
Patents, licenses and rights 5 - 25 years
Customer relationships 5 - 20 years
The lives of definite lived intangible assets are reviewed and reduced if necessary, whenever changes in their planned use occur. 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 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 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.
We capitalize certain qualified internal use software costs during the application development stage and subsequently amortize these costs over the estimated useful life of the asset. 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 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.
Leases – We lease certain warehouses, distribution centers, office spaces, land, vehicles, and equipment. We determine if an arrangement is a lease at inception. A contract contains a lease if the contract conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period of time in exchange for consideration. 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 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. ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term.
If the lease does not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. The incremental borrowing rate for operating leases that commenced in the period is determined by using the prior quarter end’s incremental borrowing rates.
We have elected not to recognize an ROU asset and lease liability for leases with an initial term of twelve months or less as well as any lease covering immaterial assets. We recognize lease expense for these leases on a straight-line basis over the lease term. Variable lease payments that are dependent on usage, output, or may vary for other reasons, are excluded from lease payments in the measurement of the ROU asset and lease liability and accordingly are recognized as lease expense in the period the obligation for those payments is incurred. We combine lease and non-lease components for all agreements, except for building leases.
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Certain leases include renewal and/or termination options, with renewal terms that can extend the lease term from 1 to 20 years or more, and the exercise of lease renewal options under these leases is at our sole discretion. These options are included in the lease term used to determine ROU assets and corresponding liabilities when we are reasonably certain we will exercise the option. The depreciable life of assets and leasehold improvements are limited by the expected lease term. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. 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. We classify our deferred revenue based on our estimate as to when we expect to satisfy the related performance obligations. Deferred revenues are included in accrued expenses and other current liabilities in the accompanying consolidated balance sheets.
Warranty Accrual – Warranty terms range primarily from one year to lifetime on certain window and door components. 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 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. A liability for costs associated with an exit or disposal activity is recognized and measured at its fair value in our consolidated statements of operations in the period in which the liability is incurred. When estimating the fair value of restructuring activities, assumptions are applied, which can differ materially from actual results. 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.
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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. dollar, or in the case of our non-U.S. companies, transactions denominated in a currency other than their functional currency. All derivatives are recorded as assets or liabilities in the consolidated balance sheets at their respective fair values. As of December 31, 2025, 2024, and 2023, we had netting provisions in certain agreements with our counterparties. We have elected to not offset the fair values of derivative assets and liabilities executed with the same counterparty that are generally subject to enforceable netting agreements. Changes in a derivative’s fair value are recognized in earnings unless specific hedge criteria are met, and we elect hedge accounting prior to entering into the hedge. 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 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. 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 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. Generally, this occurs with the transfer of control of our products or services. The transfer of control to the customer occurs at a point in time, usually upon satisfaction of the shipping terms within the contract. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. The taxes we collect are concurrent with revenue-producing activities (e.g., sales tax, value-added tax, and other taxes) are excluded from revenue.
Shipping and handling costs are treated as fulfillment costs and are not considered a separate performance obligation. Shipping and handling costs charged to customers and the related expenses are reported in revenues and cost of sales for all customers. The expected costs associated with our base warranties and field service actions continue to be recognized as expense when the products are sold. 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. We do not typically include extended payment terms in our contracts with customers. Incidental items that are immaterial in the context of the contract are recognized as expense.
We disaggregate revenues based on geographical location. 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, 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.
Foreign Currency Translation and Adjustments – Typically, our foreign subsidiaries maintain their accounting records in their local currency. All the assets and liabilities of these subsidiaries (including long-term assets, such as goodwill) are converted to U.S. dollars at the exchange rate in effect at the balance sheet date, income and expense accounts are translated at average rates for the period, and shareholder’s equity accounts are translated at historical rates. The effects of translating financial statements of foreign operations into our reporting currency are recognized as a cumulative translation adjustment in consolidated other comprehensive income (loss). This balance is net of tax, where applicable.
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The effects of translating financial statements of foreign operations in which the U.S. dollar is their functional currency are included in the consolidated statements of operations. The effects of translating intercompany debt are recorded in the consolidated statements of operations unless the debt is of a long-term investment nature in which case gains and losses are recorded in consolidated other comprehensive income (loss).
Foreign currency transaction gains or losses are credited or charged to income as incurred.
Income Taxes – Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We evaluate both the positive and negative evidence that is relevant in assessing whether we will realize the deferred tax assets. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. The tax effects from an uncertain tax position can be recognized in the consolidated financial statements, only if the position is more likely than not to be sustained, based on the technical merits of the position and the jurisdiction taxes of the Company. 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% 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. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.
We file a consolidated federal income tax return in the U.S. and various states. For financial statement purposes, we calculate the provision for federal income taxes using the separate return method. Certain subsidiaries file separate tax returns in certain countries and states. Any U.S. 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.
Contingent Liabilities – Contingent liabilities arising from claims, assessments, litigation, fines, penalties, and other sources require significant judgment in determining the probability of loss and the amount of the potential loss. Each quarter, we review significant new claims and litigation for the probability of an adverse outcome. Estimates are recorded as liabilities when it is probable that a liability has been incurred, and the amount of the loss is reasonably estimable. Disclosure is required when there is a reasonable possibility that the ultimate loss will materially exceed the recorded provision. Contingent liabilities are often resolved over long time periods. Estimating probable losses requires analysis of multiple forecasts that often depend on judgments about potential actions by third parties, such as regulators, and the estimated loss can change materially as individual claims develop. Legal costs incurred in connection with loss contingencies are expensed as incurred.
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. that are country specific. The most significant of these plans is in the U.S., which is no longer open to new employees. 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 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 . ASU 2023-09 expands disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S. and foreign jurisdictions. 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 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.
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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 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 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.
Note 2. Discontinued Operations and Divestiture
Discontinued Operations
On April 17, 2023, we entered into a Share Sale Agreement with Aristotle Holding III Pty Limited, a subsidiary of Platinum Equity Advisors, LLC, to sell JW Australia, for a purchase price of approximately AUD $ 688 million. 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 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 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. Accordingly, the results of operations for the JW Australia reportable segment, together with certain costs related to the sale, have been classified as discontinued operations within the consolidated statements of operations for all periods presented.
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. 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.
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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
Net revenues $ 301,876
Cost of sales 211,575
Gross margin 90,301
Selling, general and administrative 62,263
Operating income 28,038
Interest income, net ( 685 )
Other income, net ( 2,274 )
Income from discontinued operations before taxes 30,997
Income tax expense 9,486
Income from discontinued operations, net of tax $ 21,511
The cash flows related to discontinued operations have not been segregated and are included in the consolidated statements of cash flows through the divestiture date of July 2, 2023. The following table presents cash flow and non-cash information related to discontinued operations:
Year Ended
December 31,
(amounts in thousands) 2023
Depreciation and amortization $ 5,196
Capital expenditures 6,229
Share-based incentive compensation 926
Provision for bad debt 5,062
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.
Note 3. 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. We perform ongoing credit evaluations of our customers to minimize credit risk. We do not usually require collateral for accounts receivable, but do require advance payment, guarantees, a security interest in the products sold to a customer, and/or letters of credit in certain situations. Customer accounts receivable converted to notes receivable are collateralized by inventory or other collateral.
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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 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
Balance as of January 1, $ ( 9,605 ) $ ( 11,265 ) $ ( 15,429 )
Charges to (expense) income ( 2,185 ) ( 110 ) 1,870
Write-offs 1,269 1,253 2,466
Currency translation ( 604 ) 517 ( 172 )
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.
Note 4. Inventories
Inventories are stated at the lower of cost or net realizable value. Finished goods and work-in-process inventories include material, labor, and manufacturing overhead costs.
(amounts in thousands) December 31, 2025 December 31, 2024
Raw materials $ 365,418 $ 380,277
Work in process 21,988 19,763
Finished goods 85,642 82,615
Inventory valuation reserves ( 28,946 ) ( 22,548 )
Total inventories $ 444,102 $ 460,107
Note 5. Property and Equipment, Net
(amounts in thousands) December 31, 2025 December 31, 2024
Land improvements $ 30,915 $ 30,614
Buildings 495,615 463,273
Machinery and equipment 1,469,174 1,380,424
Total depreciable assets 1,995,704 1,874,311
Accumulated depreciation ( 1,374,390 ) ( 1,309,706 )
621,314 564,605
Land 26,551 26,399
Construction in progress 80,580 90,435
Total property and equipment, net $ 728,445 $ 681,439
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, 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.
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Depreciation expense was recorded as follows:
Year Ended December 31,
(amounts in thousands) 2025 2024 2023
Cost of sales $ 79,288 $ 81,874 $ 89,396
Selling, general, and administrative 4,834 4,687 5,191
Total depreciation expense $ 84,122 $ 86,561 $ 94,587
Note 6. Goodwill
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.
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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:
(amounts in thousands) North
America Europe Total
Reportable
Segments
Gross carrying amount at December 31, 2023
$ 182,412 $ 268,512 $ 450,924
Sale of business ( 900 ) — ( 900 )
Currency translation ( 487 ) ( 17,876 ) ( 18,363 )
Gross carrying amount at December 31, 2024
$ 181,025 $ 250,636 $ 431,661
Currency translation 223 33,771 33,994
Gross carrying amount at December 31, 2025
$ 181,248 $ 284,407 $ 465,655
Accumulated impairment losses at December 31, 2023
$ — $ ( 60,754 ) $ ( 60,754 )
Impairment (1)
— ( 63,445 ) ( 63,445 )
Currency translation — 7,705 7,705
Accumulated impairment losses at December 31, 2024
$ — $ ( 116,494 ) $ ( 116,494 )
Impairment ( 181,248 ) ( 153,369 ) ( 334,617 )
Currency translation — ( 14,544 ) ( 14,544 )
Accumulated impairment losses at December 31, 2025
$ ( 181,248 ) $ ( 284,407 ) $ ( 465,655 )
Balance, net of impairment at December 31, 2025
$ — $ — $ —
(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 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.
Note 7. Intangible Assets, Net
The cost and accumulated amortization values of our intangible assets were as follows:
December 31, 2025
(amounts in thousands) Cost Accumulated
Amortization Net
Book Value
Customer relationships and agreements $ 127,659 $ ( 106,339 ) $ 21,320
Software 89,225 ( 40,708 ) 48,517
Trademarks and trade names 32,804 ( 14,510 ) 18,294
Patents, licenses and rights 14,931 ( 6,732 ) 8,199
Total amortizable intangibles $ 264,619 $ ( 168,289 ) $ 96,330
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December 31, 2024
(amounts in thousands) Cost Accumulated
Amortization Net
Book Value
Customer relationships and agreements $ 119,674 $ ( 90,073 ) $ 29,601
Software 76,048 ( 30,021 ) 46,027
Trademarks and trade names 31,384 ( 12,113 ) 19,271
Patents, licenses and rights 12,627 ( 5,539 ) 7,088
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. 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:
Year Ended December 31,
(amounts in thousands) 2025 2024 2023
Amortization expense $ 22,721 $ 33,383 $ 36,523
Estimated future amortization expense is as follows for each of the periods ending December 31:
(amounts in thousands) Total
2026 $ 19,623
2027 19,369
2028 17,945
2029 14,419
2030 11,011
Thereafter 13,963
Total $ 96,330
Note 8. Leases
We lease certain warehouses, distribution centers, office spaces, land, vehicles, and equipment.
The Company’s ROU assets and lease liabilities were as follows:
(amounts in thousands) Balance Sheet Location December 31, 2025 December 31, 2024
Assets:
Operating Operating lease assets, net $ 179,378 $ 126,256
Finance Property and equipment, net (1)
11,534 9,726
Total ROU assets $ 190,912 $ 135,982
Liabilities:
Current:
Operating Accrued expense and other current liabilities $ 33,761 $ 32,738
Finance Current maturities of long-term debt 3,187 2,296
Noncurrent:
Operating Operating lease liability 158,565 105,499
Finance Long-term debt 8,635 7,517
Total lease liability $ 204,148 $ 148,050
(1) Finance lease assets are recorded net of accumulated depreciation of $ 6.1 million and $ 5.0 million as of December 31, 2025 and 2024, respectively.
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During the year ended December 31, 2025, we obtained $ 85.6 million in ROU assets in exchange for operating lease liabilities, primarily relating to real estate. We obtained $ 24.0 million in ROU assets in exchange for operating lease liabilities, primarily relating to real estate during the year ended December 31, 2024.
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 $ 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:
Year Ended December 31,
(amounts in thousands) 2025 2024 2023
Operating $ 45,961 $ 43,031 $ 41,942
Short term 9,401 10,497 13,324
Variable 9,190 7,546 6,571
Low value 2,189 2,198 1,600
Finance 780 536 313
Total lease expense $ 67,521 $ 63,808 $ 63,750
December 31, 2025 December 31, 2024
Weighted average remaining lease terms (in years):
Operating 5.5 5.3
Finance 4.0 4.7
Weighted average discount rate:
Operating 5.9 % 5.9 %
Finance 6.3 % 6.4 %
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)
Finance Leases Total
2026 $ 45,279 $ 3,755 $ 49,034
2027 46,644 3,545 50,189
2028 40,597 2,829 43,426
2029 33,830 1,946 35,776
2030 26,860 851 27,711
Thereafter 37,915 333 38,248
Total future minimum lease payments 231,125 13,259 244,384
Interest ( 38,799 ) ( 1,437 ) ( 40,236 )
Present value of lease liability $ 192,326 $ 11,822 $ 204,148
(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.
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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 .
Note 9. Accrued Payroll and Benefits
Accrued payroll and benefits consisted of the following:
(amounts in thousands) December 31, 2025 December 31, 2024
Accrued payroll $ 24,498 $ 28,451
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
Non-U.S. defined contributions and other accrued benefits 869 1,113
Total accrued payroll and benefits $ 93,827 $ 89,600
Note 10. Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following:
(amounts in thousands) December 31, 2025 December 31, 2024
Accrued sales and advertising rebates $ 72,840 $ 74,043
Current portion of operating lease liability (Note 8)
33,761 32,738
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 interest payable 9,224 9,846
Current portion of restructuring accrual ( Note 19 )
9,003 7,605
Deferred revenue and customer deposits 4,946 5,404
Legal claims provision ( Note 25 )
3,156 4,678
Accrued income taxes payable 1,583 7,433
Current portion of derivative liability ( Note 23 )
624 2,905
Total accrued expenses and other current liabilities $ 223,147 $ 224,209
Note 11. Warranty Liability
Warranty terms range from one year to lifetime on certain window and door components. Warranties are normally limited to servicing or replacing defective components for the original customer. Product defects arising within six months of sale are classified as manufacturing defects and are not included in the current period expense below. Some warranties are transferable to subsequent owners and are either limited to 10 years from the date of manufacture or require pro rata payments from the customer. Estimated warranty costs based on historical experience are recorded as a provision at the time of sale. The provision is adjusted periodically to reflect actual experience.
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An analysis of our warranty liability is as follows:
Year Ended December 31,
(amounts in thousands) 2025 2024 2023
Balance as of January 1, $ 47,289 $ 53,247 $ 52,389
Current period charges 28,621 25,719 30,667
Experience adjustments — 634 599
Payments ( 36,226 ) ( 31,482 ) ( 30,810 )
Currency translation 993 ( 829 ) 402
Balance at period end 40,676 47,289 53,247
Current portion ( 21,321 ) ( 18,394 ) ( 22,819 )
Long-term portion $ 19,355 $ 28,895 $ 30,428
The most significant component of our warranty liability was in the North America segment. As of December 31, 2025, the warranty liability in the North America segment totaled $ 36.4 million, after discounting future estimated cash flows at rates between 3.55 % and 4.09 %. Without discounting, the liability would have increased by approximately $ 2.8 million.
Note 12. Long-Term Debt
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 due July 2028 6.03 % (1)
375,525 380,888
Senior Notes due September 2032 7.00 %
350,000 350,000
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 )
Current maturities of long-term debt ( 23,690 ) ( 30,927 )
Long-term debt $ 1,149,614 $ 1,152,449
(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:
Senior Secured Notes and Senior Notes
In December 2017, we issued $ 800.0 million of Senior Notes in two tranches: $ 400.0 million bearing interest at 4.63 % and maturing in December 2025, and $ 400.0 million bearing interest at 4.88 % and maturing in December 2027 in a private placement for resale to qualified institutional buyers pursuant to Rule 144A under the Securities Act.
In May 2020, we issued $ 250.0 million of Senior Secured Notes bearing interest at 6.25 % and maturing in May 2025 in a private placement for resale to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The proceeds were net of fees and expenses associated with debt issuance, including an underwriting fee of 1.25 %. Interest is payable semiannually, in arrears, each May and November.
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.
In August 2024, we issued $ 350.0 million of Senior Notes bearing interest at 7.00 % and maturing September 2032 in a private placement for resale to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The proceeds were net of fees and expenses associated with debt issuance including an underwriting fee of 1.25 %. We incurred debt issuance costs of $ 5.5 million which will be amortized to interest expense over the life of the notes using the effective interest method. Interest is payable semiannually, in arrears, each March and September.
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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 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
U.S. Facility – Initially executed in October 2014, we amended the Term Loan Facility in July 2021 to, among other things, extend the maturity date from December 2024 to July 2028 and provide additional covenant flexibility. Pursuant to the amendment, certain existing and new lenders advanced $ 550.0 million of replacement term loans, the proceeds of which were used to prepay in full the amount outstanding under the previously existing term loans. 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 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. The amendment requires 0.25 % of the initial principal to be repaid quarterly until maturity. As a result of this amendment, we recognized debt extinguishment costs of $ 1.3 million, which included $ 1.0 million of unamortized debt issuance costs and original discount fees.
In June 2023, we amended the Term Loan 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.
In January 2024, we amended the Term Loan Facility to lower the applicable margin for replacement term loans, remove certain provisions no longer relevant to the parties, and make certain other technical amendments and related conforming changes. Pursuant to the amendment, replacement term loans bear interest at SOFR plus a margin of 1.75 % to 2.00 % depending on JWI’s corporate credit ratings, compared to a margin of 2.00 % to 2.25 % under the previous amendment. All other material terms and conditions of the Term Loan Agreement were unchanged. 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 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 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
ABL Facility – Initially executed in 2014, extensions of credit under our ABL Facility are limited by a borrowing base calculated based on specified percentages of the value of eligible accounts receivable and inventory, subject to certain reserves and other adjustments. We pay a fee of 0.25 % on the unused portion of the commitments. 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 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.
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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. 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 are as follows for each of the periods ending December 31:
(amounts in thousands) Total
2026 $ 24,103
2027 417,238
2028 376,874
2029 6,112
2030 3,707
Note 13. Deferred Credits and Other Liabilities
Included in deferred credits and other liabilities is the long-term portion of the following liabilities:
(amounts in thousands) December 31, 2025 December 31, 2024
Uncertain tax positions (Note 15)
$ 27,439 $ 23,545
Workers' compensation claims accrual 20,114 20,783
Warranty liability (Note 11)
19,355 28,895
Environmental contingencies (Note 25)
13,449 11,500
Other liabilities 5,067 5,095
Long term derivative liability (Note 23)
— 36
Total deferred credits and other liabilities $ 85,424 $ 89,854
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Note 14. Segment Information
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. We define Adjusted EBITDA from continuing operations as income (loss) from continuing operations, net of tax, adjusted for the following items: income tax expense (benefit); depreciation and amortization; interest expense (income), net; and certain special items consisting of non-recurring net legal and professional expenses and settlements; goodwill impairment; restructuring and asset-related charges, net; M&A related costs (income); net (gain) loss on sale of business, property and equipment; loss on extinguishment and refinancing of debt; share-based compensation expense; pension settlement charges; non-cash foreign exchange transaction/translation (gain) loss; and other special items. 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 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: North America and Europe. We report all other business activities in Corporate and unallocated costs. The Company’s two reportable segments are defined as follows:
North America – Within our North America segment, the Company supplies windows and doors for residential and commercial markets, serving both new construction and repair & remodel projects. 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, 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. The CODM is the CEO. No operating segments have been aggregated for our presentation of reportable segments.
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Year Ended December 31, 2025
(amounts in thousands) North
America Europe Total
Revenues from external customers $ 2,154,348 $ 1,056,833 $ 3,211,181
Intersegment net revenues 259 502 761
Total segment net revenues $ 2,154,607 $ 1,057,335 $ 3,211,942
Reconciliation of Revenue
Elimination of intersegment net revenues ( 761 )
Total consolidated net revenues $ 3,211,181
Less:
Adjusted cost of sales $ 1,851,881 $ 843,371 $ 2,695,252
Adjusted selling, general and administrative 272,968 186,934 459,902
Other segment items (1)
( 69,963 ) ( 28,782 ) ( 98,745 )
Adjusted EBITDA from continuing operations $ 99,462 $ 55,310 $ 154,772
Total Reportable Segment Adjusted EBITDA from continuing operations $ 154,772
Less:
Depreciation and amortization 112,381
Interest expense, net 67,182
Corporate and unallocated costs 36,783
Special items:
Net legal and professional expenses and settlements 31,464
Goodwill impairment 334,617
Restructuring and asset-related charges, net 44,511
M&A related costs 9,053
Net gain on sale of business, property, and equipment ( 37,149 )
Loss on extinguishment and refinancing of debt 237
Share-based compensation expense 14,994
Pension settlement charge 6,644
Other special items (2)
8,374
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 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
(amounts in thousands) North
America Europe Corporate
and
Unallocated
Costs Total
Consolidated
Depreciation and amortization
$ 69,418 $ 32,895 $ 10,068 $ 112,381
Capital expenditures 78,488 46,026 11,426 135,940
Segment assets
1,255,932 662,868 184,014 2,102,814
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Year Ended December 31, 2024
(amounts in thousands) North
America Europe Total
Revenues from external customers $ 2,708,371 $ 1,067,221 $ 3,775,592
Intersegment net revenues 130 7,664 7,794
Total segment net revenues $ 2,708,501 $ 1,074,885 $ 3,783,386
Reconciliation of Revenue
Elimination of intersegment net revenues ( 7,794 )
Total consolidated net revenues $ 3,775,592
Less:
Adjusted cost of sales $ 2,232,991 $ 848,021 $ 3,081,012
Adjusted selling, general and administrative 301,739 179,053 480,792
Other segment items (1)
( 80,430 ) ( 27,566 ) ( 107,996 )
Adjusted EBITDA from continuing operations $ 254,071 $ 67,713 $ 321,784
Total Reportable Segment Adjusted EBITDA from continuing operations $ 321,784
Less:
Depreciation and amortization 125,786
Interest expense, net 67,237
Corporate and unallocated costs 46,536
Special items:
Net legal and professional expenses and settlements 62,722
Goodwill impairment 94,801
Restructuring and asset-related charges, net 68,092
M&A related costs 15,296
Net gain on sale of business, property, and equipment ( 13,752 )
Loss on extinguishment and refinancing of debt 1,908
Share-based compensation expense 15,465
Non-cash foreign exchange transaction/translation gain ( 3,101 )
Other special items (2)
11,612
Loss from continuing operations, before tax $ ( 170,818 )
(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 - 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
(amounts in thousands) North
America Europe Corporate
and
Unallocated
Costs Total
Consolidated
Depreciation and amortization
$ 73,528 $ 30,702 $ 21,556 $ 125,786
Capital expenditures 127,358 39,786 6,573 173,717
Segment assets
1,614,239 702,053 303,877 2,620,169
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Year Ended December 31, 2023
(amounts in thousands) North
America Europe Total
Revenues from external customers $ 3,123,056 $ 1,181,278 $ 4,304,334
Intersegment net revenues 214 5,840 6,054
Total segment net revenues $ 3,123,270 $ 1,187,118 $ 4,310,388
Reconciliation of Revenue
Elimination of intersegment net revenues ( 6,054 )
Total consolidated net revenues $ 4,304,334
Less:
Adjusted cost of sales $ 2,520,427 $ 950,962 $ 3,471,389
Adjusted selling, general and administrative 308,333 184,168 492,501
Other segment items (1)
( 87,893 ) ( 35,307 ) ( 123,200 )
Adjusted EBITDA from continuing operations $ 382,189 $ 81,455 $ 463,644
Total Reportable Segment Adjusted EBITDA from continuing operations $ 463,644
Less:
Depreciation and amortization 134,996
Interest expense, net 72,258
Corporate and unallocated costs 83,205
Special items:
Net legal and professional expenses and settlements 28,184
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
Other special items (2)
( 4,274 )
Income from continuing operations, before tax $ 88,574
(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 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
(amounts in thousands) North
America Europe Corporate
and
Unallocated
Costs Total
Consolidated
Depreciation and amortization
$ 79,900 $ 30,185 $ 24,911 $ 134,996
Capital expenditures 72,582 25,630 6,441 104,653
Segment assets
1,694,201 944,963 340,961 2,980,125
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Net revenues by locality are as follows:
Year Ended December 31,
(amounts in thousands) 2025 2024 2023
Net revenues by location of external customer
U.S. $ 1,953,013 $ 2,474,170 $ 2,841,921
Europe 1,054,815 1,065,250 1,180,075
Canada 188,811 217,502 260,897
South America (including Mexico) 12,490 16,763 20,212
Africa and other 2,052 1,907 1,229
Total $ 3,211,181 $ 3,775,592 $ 4,304,334
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,
(amounts in thousands) 2025 2024 2023
North America:
U.S. $ 459,443 $ 452,644 $ 412,195
Other 33,826 31,070 33,836
Total North America 493,269 483,714 446,031
Europe 219,700 181,088 180,822
Corporate:
U.S. and other 15,476 16,637 17,389
Total property and equipment, net $ 728,445 $ 681,439 $ 644,242
Note 15. Income Taxes
(Loss) income before taxes is comprised of the following:
Year Ended December 31,
(amounts in thousands) 2025 2024 2023
Domestic (loss) income $ ( 321,503 ) $ ( 133,002 ) $ 11,217
Foreign (loss) income ( 152,816 ) ( 37,816 ) 77,357
Total (loss) income before taxes $ ( 474,319 ) $ ( 170,818 ) $ 88,574
Our foreign (loss) income is historically driven by our subsidiaries in Austria, Canada, Germany, Denmark, and the United Kingdom.
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Significant components of the provision for income taxes are as follows:
Year Ended December 31,
(amounts in thousands) 2025 2024 2023
Federal $ 185 $ 231 $ ( 2,464 )
State 402 732 1,753
Foreign 10,411 32,783 40,452
Current taxes 10,998 33,746 39,741
Federal 91,385 ( 16,227 ) 4,220
State 44,738 668 7,757
Foreign 809 ( 1,425 ) 11,621
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
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Reconciliation of the U.S. federal statutory income tax rate to our effective tax rate is as follows:
Year Ended December 31, 2025
(amounts in thousands) Amount %
U.S. federal statutory tax rate $ ( 99,607 ) 21.0 %
State and local income taxes, net of federal income tax effect (1)
35,707 ( 7.5 )%
Foreign tax effects
Austria
Goodwill impairment 8,078 ( 1.7 )%
Other, net ( 842 ) 0.2 %
Denmark
Goodwill impairment 10,749 ( 2.3 )%
Other, net ( 180 ) —%
Germany
Other, net 8,517 ( 1.8 )%
Sweden
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.
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2024 2023
(amounts in thousands) Amount % Amount %
Statutory rate $ ( 35,860 ) 21.0 % $ 18,601 21.0 %
State income tax, net of federal benefit ( 3,093 ) 1.8 % 1,959 2.2 %
Foreign source dividends and deemed inclusions 945 ( 0.6 )% 1,906 2.2 %
Valuation allowance 24,595 ( 14.4 )% 32,666 36.9 %
Nondeductible expenses 5,883 ( 3.4 )% 2,661 3.0 %
Goodwill impairment 20,163 ( 11.8 )% — — %
Equity based compensation 1,245 ( 0.7 )% 4,086 4.6 %
Foreign tax rate differential ( 3,770 ) 2.2 % ( 488 ) ( 0.6 )%
Tax rate differences and credits 1,078 ( 0.6 )% 3,675 4.1 %
Uncertain tax positions ( 889 ) 0.5 % ( 174 ) ( 0.2 )%
Tax effect on sale of business (1)
4,099 ( 2.4 )% — — %
Prior year provision to return adjustments 1,451 ( 0.8 )% ( 571 ) ( 0.6 )%
Other 915 ( 0.3 )% ( 982 ) ( 1.1 )%
Effective tax rate $ 16,762 ( 9.8 )% $ 63,339 71.5 %
(1) Tax effect on sale of business during the year ended December 31, 2024, primarily relates to the sale of our business in St. Kitts.
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.
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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. Significant deferred tax assets and liabilities are as follows:
(amounts in thousands) December 31, 2025 December 31, 2024
Net operating loss and tax credit carryforwards $ 244,784 $ 189,202
Operating lease liabilities 49,642 36,127
Employee benefits and compensation 17,915 20,096
Accrued liabilities and other 25,163 26,146
Inventory 7,068 5,418
Allowance for credit losses 3,168 3,092
Investments and marketable securities 463 283
Capitalized research and development expenses 1,869 39,329
Gross deferred tax assets 350,072 319,693
Valuation allowance ( 254,624 ) ( 78,136 )
Deferred tax assets 95,448 241,557
Depreciation and amortization ( 39,298 ) ( 68,188 )
Operating lease assets ( 46,325 ) ( 33,437 )
Investment in subsidiaries ( 8,230 ) ( 2,347 )
Deferred tax liabilities ( 93,853 ) ( 103,972 )
Net deferred tax assets $ 1,595 $ 137,585
Balance sheet presentation:
Non-current assets $ 16,289 $ 143,284
Non-current liabilities ( 14,694 ) ( 5,699 )
Net deferred tax assets $ 1,595 $ 137,585
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. In addition, the Company had tax credit carryforwards of $ 40.8 million and $ 44.3 million at December 31, 2025 and 2024, respectively, which begin to expire in 2026.
Valuation Allowance – The realization of deferred tax assets is based on historical tax positions and estimates of future taxable income. We evaluate both the positive and negative evidence that we believe is relevant in assessing whether we will realize the deferred tax assets. We consider historical taxable income, the scheduled reversal of deferred tax liabilities (including the effect in available carryback and carryforward periods), projected taxable income, and tax-planning strategies in making this assessment. 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 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 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 increases of $ 19.2 million and $ 5.3 million against our foreign and state net operating loss carryforwards, respectively.
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The following is the activity in our valuation allowance:
Year Ended December 31,
(amounts in thousands) 2025 2024 2023
Valuation allowance – beginning of year $ ( 78,136 ) $ ( 54,786 ) $ ( 21,048 )
Valuation allowances established ( 122,731 ) ( 7 ) 11
Changes to existing valuation allowances ( 49,158 ) ( 24,462 ) ( 32,830 )
Release of valuation allowances — 15 1
Currency translation ( 4,599 ) 1,104 ( 920 )
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
State 328
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
Foreign
Germany $ 2,688
Oettingen 1,301
Denmark 3,413
Mexico 2,561
Canada 2,252
Austria 2,403
Sweden 1,612
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. 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.
The Company repatriated $ 7.1 million and $ 71.3 million from certain foreign jurisdictions for the years ended December 31, 2025 and 2024, respectively. The Company is asserting that its future earnings, in excess of previously taxed earnings, are permanently reinvested as of December 31, 2025. The Company continues to make an indefinite reinvestment assertion on other aspects of the outside basis differences in foreign subsidiaries that would attract a significant cost of capital. No additional deferred tax expense is recorded on prospective earnings. We hold a combined book-over-tax outside basis difference of $ 49.0 million and $ 187.5 million as of December 31, 2025 and 2024, respectively, in our investment in foreign subsidiaries on a continuing operations basis and may incur up to $ 9.7 million of local country income and withholding taxes in case of distribution of unremitted earnings.
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Dual-Rate Jurisdiction – Estonia and Latvia tax the corporate profits of resident corporations at different rates depending upon whether the profits are distributed. The undistributed profits of resident corporations are exempt from taxation while any distributed profits are subject to a 20 %- 22 % corporate income tax rate. The liability for the tax on distributed profits is recorded as an income tax expense in the period in which a dividend is declared. The balance of retained earnings of our Estonian subsidiary which, if distributed, would be subject to this tax was $ 88.6 million and $ 87.3 million as of December 31, 2025 and 2024, respectively. 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.
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
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
Decrease for tax positions taken during the prior period ( 517 ) ( 742 ) —
Decrease for settlements with taxing authorities — ( 2,267 ) ( 7,347 )
Increase for tax positions taken during the current period — 973 1,472
Decrease due to statute expiration — ( 307 ) ( 159 )
Currency translation 4,246 ( 1,673 ) 1,314
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 $ 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. Such benefits, if recognized, would be subject to a realizability assessment to the extent they increase our tax attributes. We cannot reasonably estimate the conclusion of certain non-U.S. income tax examinations and its outcome at this time.
We operate in numerous U.S., state, and foreign tax jurisdictions and are generally open to examination for tax years 2012 and forward. 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.
Note 16. Capital Stock
Preferred Stock – Our Board of Directors is authorized to issue Preferred Stock from time to time in one or more series and with such rights, privileges, and preferences as the Board of Directors shall from time to time determine. We have not issued any shares of Preferred Stock.
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. Repurchased shares are retired, and the excess of the repurchase price over the par value of the shares is charged to retained earnings.
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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, 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 .
Note 17. (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,
2025 2024 2023
Weighted average outstanding shares of Common Stock basic 85,267,146 84,989,963 84,995,515
Restricted stock units, performance share units and options to purchase Common Stock — — 878,520
Weighted average outstanding shares of Common Stock diluted 85,267,146 84,989,963 85,874,035
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.
The following table provides the securities that could potentially dilute basic earnings per share in the future but were not included in the computation of diluted income per share as their inclusion would be anti-dilutive:
Year Ended December 31,
2025 2024 2023
Common Stock options 1,531,050 1,295,477 1,374,312
Restricted stock units 1,664,921 1,033,944 66,882
Performance share units 169,646 120,824 265,465
Note 18. Stock Compensation
In connection with our IPO, the Board adopted, and our shareholders approved, the Omnibus Equity Plan. 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 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. This cost is expected to be recognized over the remaining weighted-average vesting period of 1.4 years.
Stock Options – Generally, stock option awards vest ratably each year on the anniversary date over a three-year period, have an exercise term of 10 years, and any vested options must be exercised within 90 days of the employee leaving the Company. The compensation cost of option awards is charged to expense based upon the graded-vesting method over the vesting periods applicable to the option awards. 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 stock options using multiple Black-Scholes option valuation models. Expected volatilities are based upon a selection of public guideline companies. The risk-free rate was based upon U.S. Treasury rates.
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Key assumptions used in the valuation models were as follows:
Year Ended December 31,
2025 2024 2023
Expected volatility 60.23 % - 62.54 %
56.10 % - 60.17 %
55.06 % - 58.73 %
Expected dividend yield rate 0.00 % 0.00 % 0.00 %
Weighted average term (in years) 5.5 - 6.5
5.5 - 6.5
5.5 - 6.5
Weighted average grant date fair value $ 5.47 - $ 5.47
$ 7.47 - $ 10.87
$ 7.43 - $ 7.57
Risk free rate 4.30 % - 4.35 %
4.04 % - 4.34 %
3.67 % - 3.81 %
The following table represents stock option activity:
Shares Weighted Average Exercise Price Per Share Aggregate Intrinsic Value (millions) Weighted Average Remaining Contract Term in Years
Outstanding as of January 1, 2023 1,716,944 $ 21.48
Granted 262,809 13.28
Exercised ( 66,170 ) 8.58
Forfeited ( 460,764 ) 22.00
Balance as of December 31, 2023 1,452,819 $ 20.42
Granted 375,312 18.37
Exercised ( 220,602 ) 13.03
Forfeited ( 310,863 ) 21.00
Balance as of December 31, 2024 1,296,666 $ 20.94
Granted 536,432 9.05
Forfeited ( 542,514 ) 25.39
Balance as of December 31, 2025 1,290,584 $ 14.13 $ — 7.5
Exercisable as of December 31, 2025 543,898 $ 17.73 $ — 5.7
RSUs – RSUs are subject to the continued service of the recipient through the vesting date, which is generally from issuance. RSUs granted vest ratably each year on the anniversary date generally over a three-year period rather than at the end of the three-year period. Once vested, the recipient will receive one share of Common Stock for each RSU. The grant-date fair value per share used for RSUs was determined using the closing price of our Common Stock on the NYSE on the date of the grant. We apply this grant-date fair value per share to the total number of shares that we anticipate will fully vest and amortize the fair value to compensation expense over the vesting period using the straight-line method.
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The following table represents RSU activity:
Shares Weighted Average Grant-Date Fair Value Per Share
Outstanding as of January 1, 2023 1,997,512 $ 21.50
Granted 1,568,729 13.37
Vested ( 1,003,799 ) 22.33
Forfeited ( 337,800 ) 18.42
Balance as of December 31, 2023 2,224,642 $ 15.86
Granted 1,043,317 18.04
Vested ( 808,679 ) 17.44
Forfeited ( 669,184 ) 16.27
Balance as of December 31, 2024 1,790,096 $ 16.27
Granted 2,440,120 7.90
Vested ( 937,134 ) 16.62
Forfeited ( 619,256 ) 11.65
Balance as of December 31, 2025 2,673,826 $ 9.58
PSUs – PSUs are subject to continued employment of the recipient through the vesting date, which is on the third anniversary of the grant. Once vested, the recipient will receive one share of Common Stock for each vested PSU.
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 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 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.
The following table represents PSU activity for the awarded shares at target performance measures:
Shares Weighted Average Grant-Date Fair Value Per Share
Outstanding as of January 1, 2023 279,816 $ 26.61
Granted 307,273 28.67
Forfeited ( 329,293 ) 26.98
Balance as of December 31, 2023 257,796 $ 28.59
Granted 433,735 22.27
Vested ( 1,567 ) 30.70
Forfeited ( 154,504 ) 25.59
Balance as of December 31, 2024 535,460 $ 24.33
Granted 620,673 9.47
Forfeited ( 125,502 ) 15.75
Balance as of December 31, 2025 1,030,631 $ 14.39
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Note 19. 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, 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
America Europe Corporate
and
Unallocated
Costs Total
Consolidated
Year Ended December 31, 2025
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, net 2,005 1,144 — 3,149
Other restructuring associated costs and asset-related charges, net 5,727 9,316 3 15,046
Total restructuring and asset-related charges, net $ 24,435 $ 17,711 $ 2,365 $ 44,511
Year Ended December 31, 2024
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, net 20,513 2,006 196 22,715
Other restructuring associated costs and asset-related charges, net 28,671 7,382 196 36,249
Total restructuring and asset-related charges, net $ 42,817 $ 23,729 $ 1,546 $ 68,092
Year Ended December 31, 2023
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, 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:
(amounts in thousands) 2025 2024 2023
Balance as of January 1, $ 7,605 $ 3,375 $ 5,021
Current period charges, net 41,362 45,377 27,531
Payments ( 40,508 ) ( 40,879 ) ( 29,367 )
Currency translation 544 ( 268 ) 190
Balance at period end $ 9,003 $ 7,605 $ 3,375
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.
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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 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, net (1)
7,000 4,615 104 4,511
Product-related cash charges (2)
6,100 6,119 134 5,985
Total cash charges $ 20,100 $ 17,720 $ 399 $ 17,321
Asset-related charges, net (1)
12,300 12,261 — 12,261
Inventory and other product-related non-cash charges, net (3)
3,700 3,706 — 3,706
Total non-cash charges $ 16,000 $ 15,967 $ — $ 15,967
Total costs $ 36,100 $ 33,687 $ 399 $ 33,288
Total cash outlays (4)
$ 26,600 $ 24,166 $ 2,314 $ 21,852
(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 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, 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 charges, net (1)
600 573 — 573 27
Total costs $ 36,400 $ 31,627 $ 8,540 $ 19,581 $ 3,533
Total cash outlays $ 35,800 $ 26,997 $ 8,786 $ 16,100 $ 2,100
(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.
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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, 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 are as follows:
Europe: 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, net (1)
10,200 8,483 7,818 665
Total cash charges $ 13,700 $ 10,570 $ 7,763 $ 2,807
Asset-related charges, net (1)
1,900 1,211 374 837
Total costs $ 15,600 $ 11,781 $ 8,137 $ 3,644
Total cash outlays $ 13,700 $ 10,615 $ 9,025 $ 1,600
(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 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, 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, net (1)
6,600 6,628 — 2,919 3,709
Inventory and other product-related non-cash charges, net (2)
1,500 1,466 — — 1,466
Total non-cash charges $ 8,100 $ 8,094 $ — $ 2,919 $ 5,175
Total costs $ 18,300 $ 18,385 $ 26 $ 4,769 $ 13,589
Total cash outlays $ 10,400 $ 10,434 $ 502 $ 3,305 $ 6,627
(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.
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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. 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 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, net (1)
500 556 307 249
Total cash charges $ 1,600 $ 1,650 $ 415 $ 1,235
Inventory and other product-related non-cash charges, net (2)
2,100 2,112 — 2,112
Total costs $ 3,700 $ 3,762 $ 415 $ 3,347
Total cash outlays $ 1,600 $ 1,650 $ 538 $ 1,112
(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.
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Note 20. Held for Sale
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
Assets:
Accounts receivable, net $ 9,072
Inventories 16,319
Other current assets 84
Property and equipment, net 64,661
Intangible assets, net 1,471
Goodwill 33,644
Operating lease assets, net 2,411
Allowance to reduce assets to estimated fair value, less costs to sell ( 750 )
Assets held for sale $ 126,912
Liabilities:
Accounts payable $ 7,431
Accrued payroll and benefits 1,013
Accrued expenses and other current liabilities 5,959
Operating lease liability 905
Liabilities held for sale $ 15,308
Note 21. Interest Expense, Net
Interest expense, net is net of capitalized interest and interest income. 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. 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.
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Note 22. Other Income, Net
The table below summarizes the amounts included in other income, net in the accompanying consolidated statements of operations:
Year Ended December 31,
(amounts in thousands) 2025 2024 2023
Cash received on real estate investment (1)
$ ( 12,760 ) $ ( 7,888 ) $ —
Pension settlement charge (2)
6,644 — 4,349
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 )
U.S. Employee Retention Credit (6)
— — ( 6,073 )
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) 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.
(6) Represents an ERC from the U.S. government during the year ended December 31, 2023. 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.
Note 23. Derivative Financial Instruments
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 as well as settlements of derivative contracts in other income, net on our consolidated statements of operations.
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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. Ltd. We designated the forward contracts as net investment hedges. 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. In May 2020, we entered into interest rate swap agreements with notional amounts aggregating to $ 370.0 million to manage this risk. The interest rate swap agreements matured in December 2023. Initially, the agreements had a weighted average fixed rate of 0.395 % swapped against one-month USD LIBOR floored at 0.00 %. In June 2023, we amended the agreements to replace LIBOR with a Term SOFR based rate. The amended agreements had a weighted average fixed rate of 0.317 % swapped against one-month USD-SOFR CME Term floored at ( 0.10 )%. All other terms and conditions were unchanged. We designated the interest rate swap agreements as cash flow hedges, and they effectively fixed the interest rate on a corresponding portion of the aggregate debt outstanding under our Term Loan Facility.
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 are set to mature in February 2026.
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.
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The fair values of derivative instruments held are as follows:
Derivative Assets
(amounts in thousands) Balance Sheet Location December 31, 2025 December 31, 2024
Derivatives designated as hedging instruments:
Foreign currency forward contracts Other current assets $ — $ 469
Derivatives not designated as hedging instruments:
Foreign currency forward contracts Other current assets $ 539 $ 1,302
Derivative Liabilities
(amounts in thousands) Balance Sheet Location December 31, 2025 December 31, 2024
Derivatives designated as hedging instruments:
Foreign currency forward contracts Accrued expenses and other current liabilities $ — $ 135
Interest rate contracts Accrued expenses and other current liabilities 41 101
Interest rate contracts Deferred credits and other liabilities — 36
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
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
Note 24. Fair Value of Financial Instruments
We record financial assets and liabilities at fair value based on FASB guidance related to fair value measurements. The guidance requires fair value to be determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Three levels of inputs may be used to measure fair value:
Level 1 – Quoted prices in active markets for identical assets or liabilities.
Level 2 – Quoted market-based inputs or unobservable inputs that are corroborated by market data.
Level 3 – Unobservable inputs that are not corroborated by market data.
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The recorded carrying amounts and fair values of these instruments were as follows:
December 31, 2025
(amounts in thousands) Carrying Amount Total
Fair Value Level 1 Level 2 Level 3 Assets measured at NAV (1)
Assets:
Cash equivalents $ 65,386 $ 65,386 $ 65,386 $ — $ — $ —
Derivative assets, recorded in other current assets 539 539 — 539 — —
Deferred compensation plan assets, recorded in other assets 5,773 5,773 — 5,773 — —
Pension plan assets:
Cash and short-term investments 8,524 8,524 8,524 — — —
U.S. Government and agency obligations 12,185 12,185 12,185 — — —
Corporate and foreign bonds 81,260 81,260 — 81,260 — —
Asset-backed securities 15,143 15,143 — 15,143 — —
Mutual funds 17,389 17,389 — 17,389 — —
Common and collective funds 18,940 18,940 — — — 18,940
Liabilities:
Debt, recorded in long-term debt and current maturities of long-term debt $ 1,179,983 $ 974,915 $ — $ 974,915 $ — $ —
Derivative liabilities, recorded in accrued expenses and other current liabilities 624 624 — 624 — —
(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
(amounts in thousands) Carrying Amount Total
Fair Value Level 1 Level 2 Level 3 Assets measured at NAV (1)
Assets:
Cash equivalents $ 53,935 $ 53,935 $ 53,935 $ — $ — $ —
Derivative assets, recorded in other current assets 1,771 1,771 — 1,771 — —
Deferred compensation plan assets, recorded in other assets 5,074 5,074 — 5,074 — —
Pension plan assets:
Cash and short-term investments 12,446 12,446 12,446 — — —
U.S. Government and agency obligations 37,990 37,990 37,990 — — —
Corporate and foreign bonds 126,566 126,566 — 126,566 — —
Asset-backed securities 26,309 26,309 — 26,309 — —
Mutual funds 29,502 29,502 — 29,502 — —
Common and collective funds 29,616 29,616 — — — 29,616
Liabilities:
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 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. 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.
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Derivative assets and liabilities reported in level 2 primarily include: (1) as of December 31, 2025, foreign currency derivative contracts and interest rate collar agreements; (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.
There are no material non-financial assets or liabilities as of December 31, 2025 or December 31, 2024.
Note 25. Commitments and Contingencies
Litigation – We are involved in various legal proceedings, claims, and government audits arising in the ordinary course of business. We record our best estimate of a loss when the loss is considered probable, and the amount of such loss can be reasonably estimated. When a loss is probable and there is a range of estimated loss with no best estimate within the range, we record the minimum estimated liability related to the lawsuit or claim. As additional information becomes available, we reassess the potential liability and revise our accruals, if necessary. Because of uncertainties related to the resolution of lawsuits and claims, the ultimate outcome may differ materially from our estimates.
Other than the matters described below, there were no proceedings or litigation matters involving the Company or its property as of December 31, 2025, that we believe would have a material adverse effect on our consolidated financial position or cash flows, although they could have a material adverse effect on our operating results for a particular reporting period.
Steves & Sons, Inc. v JELD-WEN, Inc. – 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 filed a claim against JWI in the U.S. District Court for the Eastern District of Virginia, Richmond Division (the “Eastern District of Virginia”). The complaint alleged that our acquisition of CMI, a competitor in the molded door skins market, together with subsequent price increases and other alleged acts and omissions, violated antitrust laws, and constituted a breach of contract and breach of warranty. Specifically, the complaint alleged that our acquisition of CMI substantially lessened competition in the molded door skins market. The complaint sought declaratory relief, ordinary and treble damages, and injunctive relief, including divestiture of certain assets acquired in the CMI acquisition.
In February 2018, a jury in the Eastern District of Virginia returned a verdict that was unfavorable to JWI with respect to Steves’ claims that our acquisition of CMI violated Section 7 of the Clayton Act and found that JWI breached the supply agreement between the parties (the “Original Action”). The verdict awarded Steves $ 12.2 million for past damages under both the Clayton Act and breach of contract claims and $ 46.5 million in future lost profits under the Clayton Act claim.
During the course of the proceedings in the Eastern District of Virginia, we discovered certain facts that led us to conclude that Steves, its principals, and certain former employees of the Company had misappropriated Company trade secrets, violated the terms of various agreements between the Company and those parties, and violated other laws. On May 11, 2018, a jury in the Eastern District of Virginia returned a verdict on our trade secrets claims against Steves and awarded damages in the amount of $ 1.2 million. The presiding judge entered a judgment in our favor for those damages, and the entire amount has been paid by Steves. On August 16, 2019, the presiding judge granted Steves’ request for an injunction, prohibiting us from pursuing certain claims against individual defendants pending in Bexar County, Texas (the “Steves Texas Trade Secret Theft Action”). On September 11, 2019, JWI filed a notice of appeal of the Eastern District of Virginia’s injunction to the Fourth Circuit Court of Appeals (the “Fourth Circuit”).
On March 13, 2019, the presiding judge entered an Amended Final Judgment Order in the Original Action, awarding $ 36.5 million in past damages under the Clayton Act (representing a trebling of the jury’s verdict) and granted divestiture of certain assets acquired in the CMI acquisition, subject to appeal. The judgment also conditionally awarded damages in the event the judgment was overturned on appeal. Specifically, the court awarded $ 139.4 million as future antitrust damages in the event the divestiture order was overturned on appeal and $ 9.9 million as past contract damages in the event both the divestiture and antitrust claims were overturned on appeal.
On April 12, 2019, Steves filed a petition requesting an award of its fees and a bill of costs, seeking $ 28.4 million in attorneys’ fees and $ 1.7 million in costs in connection with the Original Action. On November 19, 2019, the presiding judge entered an order for further relief awarding Steves an additional $ 7.1 million in damages for pricing differences from the date of the underlying jury verdict through May 31, 2019 (the “Pricing Action”). We also appealed that ruling. On April 14, 2020, Steves filed a motion for further supplemental relief for pricing differences from the date of the prior order and going forward through the end of the parties’ current supply agreement (the “Future Pricing Action”). We opposed that request for further relief.
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JWI filed a supersedeas bond and notice of appeal of the judgment, which was heard by the Fourth Circuit on May 29, 2020. On February 18, 2021, the Fourth Circuit issued its decision on appeal in the Original Action, affirming the Amended Final Judgment Order in part and vacating and remanding in part. The Fourth Circuit vacated the Eastern District of Virginia’s alternative $ 139.4 million lost-profits award, holding that award was premature because Steves has not suffered the purported injury on which its claim for future lost profits rests. The Fourth Circuit also vacated the Eastern District of Virginia’s judgment for Sam Steves, Edward Steves, and John Pierce on JWI’s trade secrets claims. The Fourth Circuit affirmed the Eastern District of Virginia’s finding of antitrust injury and its award of $ 36.5 million in past antitrust damages. It also affirmed the Eastern District of Virginia’s divestiture order, while clarifying that JWI retains the right to challenge the terms of any divestiture, including whether a sale to any particular buyer will serve the public interest, and made clear that the Eastern District of Virginia may need to revisit its divestiture order if the special master who has been appointed by the presiding judge cannot locate a satisfactory buyer. 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”) considering changed industry and market factors and conditions. The court-mandated divestiture process continued while the court reviewed the Motion. On October 25, 2024, the Special Master submitted a Report and Recommendation to the court recommending that the court approve the divestiture of Towanda to Woodgrain Inc. (“Woodgrain”) for approximately $ 115 million, subject to customary closing adjustments. On November 14, 2024, JWI and Steves each filed certain objections to the Report and Recommendation. On December 13, 2024, the court adopted the Special Master’s Report and Recommendation, denying JWI’s Motion, overruling JWI’s objections, and sustaining in part and overruling in part Steves’ objections. 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”). Steves sought an additional allotment of door skins and damages for violation of antitrust laws, tortious interference, and breach of contract. On April 10, 2020, the presiding judge granted Steves’ motion for preliminary injunction, and the parties settled the issues underlying the preliminary injunction on April 30, 2020, and the Company reserved the right to appeal the ruling in the Fourth Circuit. The Company believed all the claims lacked merit and moved to dismiss the antitrust and tortious interference claims.
On June 2, 2020, we entered into a settlement agreement with Steves to resolve the Pricing Action, the Future Pricing Action, and the Allocation Action. As a result of the settlement, Steves filed a notice of satisfaction of judgment in the Pricing Action, withdrew its Future Pricing Action with prejudice, and filed a stipulated dismissal with prejudice in the Allocation Action. The Company also withdrew its appeal of the Pricing Action. The parties agreed to bear their own respective attorneys’ fees and costs in these actions. In partial consideration of the settlement, JWI and Steves entered into an amended supply agreement satisfactory to both parties that, by its terms, ended on September 10, 2021. This settlement had no effect on the Original Action between the parties except to agree that certain specific terms of the Amended Final Judgment Order in the Original Action would apply to the amended supply agreement during the pendency of the appeal of the Original Action. On April 2, 2021, JWI and Steves filed a stipulation regarding the amended supply agreement in the Original Action, stating that regardless of whether the case remains on appeal as of September 10, 2021, and absent further order of the court, the amended supply agreement would be extended until the divestiture of Towanda is complete and Steves’ new supply agreement with the company that acquires Towanda is in effect.
We continue to believe the claims in the settled actions lacked merit and made no admission of liability in these matters.
On October 7, 2021, we entered into a settlement agreement with Steves to resolve the following: (i) Steves’ past and any future claims for attorneys’ fees, expenses, and costs in connection with the Original Action, except that Steves and JWI each reserved the right to seek attorneys’ fees arising out of any challenge of the divestiture process or the final divestiture order; (ii) the Steves Texas Trade Secret Theft Action and the related Fourth Circuit appeal of the Eastern District of Virginia’s injunction in the Original Action; (iii) the past damages award in the Original Action; and (iv) any and all claims and counterclaims, known or unknown, that were asserted or could have been asserted against each other from the beginning of time through the date of the settlement agreement. As a result of the settlement, the parties filed a stipulated notice of satisfaction of the past antitrust damages judgment and a stipulated notice of settlement of Steves’ claim for attorneys’ fees, expenses, and costs against JWI in the Original Action, and Steves filed a notice of withdrawal of its motion for attorneys’ fees and expenses and bill of costs in the Original Action. The Company also filed a notice of dismissal with prejudice and agreed to take no judgment in the Steves Texas Trade Secret Theft Action, and the parties filed a joint agreement for dismissal of the injunction appeal in the Fourth Circuit. On November 3, 2021, we paid $ 66.4 million to Steves under the settlement agreement.
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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”). The putative class consists of any person in Canada who, since October 2012, purchased one or more interior molded doors from the Company or Masonite. The suit alleges an illegal conspiracy between the Company and Masonite to agree on prices, the distribution of market shares and/or the production levels of interior molded doors and that the plaintiffs suffered damages in that they were charged and paid higher prices for interior molded doors than they would have had to pay but for the alleged anti-competitive conduct. The plaintiffs are seeking compensatory and punitive damages, attorneys’ fees and costs. On September 9, 2020, Kate O’Leary Swinkels, on behalf of herself and others similarly situated, filed a putative class action against the Company and Masonite in the Federal Court of Canada, which was served on us on September 29, 2020 (the “Federal Court Action”). The Federal Court Action makes substantially similar allegations to the Quebec Action, and the putative class is represented by the same counsel. In February 2021, the plaintiff in the Federal Court Action issued a proposed Amended Statement of Claim that replaced the named plaintiff, Kate O’Leary Swinkels, with David Regan. The plaintiff has sought a stay of the Quebec Action while the Federal Court Action proceeds. 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. In June 2025, the settlement was approved by the courts in both the Federal Court Action and the Quebec Action, thereby concluding the matters.
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 consolidated balance sheets. 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.
Self-Insured Risk – We self-insure substantially all our domestic business liability risks including general liability, product liability, warranty, personal injury, auto liability, workers’ compensation, and employee medical benefits. Excess insurance policies from independent insurance companies generally cover exposures between $ 5.0 million and $ 200.0 million for domestic product liability risk and exposures between $ 3.0 million and $ 200.0 million for auto, general liability, personal injury, and workers’ compensation. We estimate our provision for self-insured losses based upon an evaluation of current claim exposure and historical loss experience. Actual self-insurance losses may vary significantly from these estimates. 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, 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. These representations primarily relate to past actions such as responsibility for transfer taxes if they should be claimed, and the adequacy of recorded liabilities, warranty matters, employment benefit plans, income tax matters, or environmental exposures. 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 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.
From time to time and in limited geographic areas, we have entered into agreements for the sale of our products to certain customers that provide additional indemnifications for liabilities arising from construction or product defects. We cannot estimate the potential magnitude of such exposures, but to the extent specific liabilities have been identified related to product sales, liabilities have been provided in the warranty accrual in the accompanying consolidated balance sheets.
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Other Financing Arrangements – At times we are required to provide letters of credit, surety bonds, or guarantees to meet various performance, legal, warranty, environmental, workers compensation, licensing, utility, and governmental requirements. Stand-by letters of credit are provided to certain customers and counterparties in the ordinary course of business as credit support for contractual performance guarantees, advanced payments received from customers, and future funding commitments. The stated values of these letters of credit agreements, surety bonds, and guarantees were $ 74.5 million and $ 70.3 million at December 31, 2025 and 2024, respectively.
Environmental Contingencies – We periodically incur environmental liabilities associated with remediating our current and former manufacturing sites as well as penalties for not complying with environmental rules and regulations. We record a liability for remediation costs when it is probable that we will be responsible for such costs, and the costs can be reasonably estimated. These environmental liabilities are estimated based on current available facts and current laws and regulations. Accordingly, it is likely that adjustments to the estimated liabilities will be necessary as additional information becomes available. Short-term environmental liabilities and settlements are recorded in accrued expenses and other current liabilities in the accompanying consolidated balance sheets and totaled $ 7.6 million and $ 0.1 million at December 31, 2025 and 2024, respectively. Long-term environmental liabilities are recorded in deferred credits and other liabilities in the accompanying consolidated balance sheets and totaled $ 13.4 million and $ 11.8 million at December 31, 2025 and 2024, respectively.
Everett, Washington WADOE Action – In 2007, we were identified by the WADOE as a PLP with respect to our former manufacturing site in Everett, Washington. In 2008, we entered into an Agreed Order with the WADOE to assess historic environmental contamination and remediation feasibility at the site. As part of the order, we agreed to develop a CAP, arising from the feasibility assessment. In December 2020, we submitted to the WADOE a draft feasibility assessment with an array of remedial alternatives, which we considered substantially complete. During 2021, several comment rounds were completed as well as the identification of the Port of Everett and W&W Everett Investment LLC as additional PLPs, with respect to this matter with each PLP being jointly and severally liable for the cleanup costs. The WADOE received the final feasibility assessment on December 31, 2021, containing various remedial alternatives with its preferred remedial alternatives totaling $ 23.4 million. Based on this study, we determined our range of possible outcomes to be $ 11.8 million to $ 33.4 million. On March 1, 2022, we delivered a draft CAP consistent with the preferred alternatives which was approved by WADOE in August 2023. The existing Agreed Order of 2008 was also modified with WADOE in July 2023 to support the development of the associated CAP investigation, sampling and design components. 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 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 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. These purchase obligations are primarily relating to software hosting services and equipment purchase agreements. Purchase obligations are defined as purchase agreements that are enforceable and legally binding and that specify all significant terms, including quantity, price, and the approximate timing of the transaction.
Note 26. Employee Retirement and Pension Benefits
U.S. 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 years. We use a spot rate yield curve to estimate the pension benefit obligation and net periodic benefits costs.
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During the fourth quarter of 2023, we completed a balance sheet risk mitigation action related to the U.S. 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 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:
Components of pension benefit expense - U.S. benefit plan Year Ended December 31,
(amounts in thousands) 2025 2024 2023
Service cost $ 2,300 $ 2,700 $ 7,400
Interest cost 13,308 13,556 16,602
Expected return on plan assets ( 13,397 ) ( 15,377 ) ( 18,860 )
Amortization of net actuarial pension loss — — 480
Settlement loss 6,644 — 4,349
Pension benefit expense $ 8,855 $ 879 $ 9,971
Discount rate used to determine benefit costs 5.57 % 5.05 % 5.39 %
Expected long-term rate of return on assets 5.31 % 5.72 % 6.20 %
Compensation increase rate N/A N/A N/A
In October 2019, the Society of Actuaries released the PRI-2012 Mortality Tables (update to RP-2014 mortality tables), which were adopted in 2019 and represent our best estimate of future experience for the base mortality table. The Society of Actuaries has released annual updates to the mortality improvement projection scale that was first released in 2014, with the most recent annual update being Scale MP-2020. We adopted the use of Scale MP-2020 as of December 31, 2020, as it represents our best estimate of future mortality improvement projection experience as of the measurement dates.
We developed the discount rate based on the plan’s expected benefit payments using the WTW RATE: Link 10:90 Yield Curve. Based on this analysis, we selected a 5.41 % discount rate for our projected benefit obligation.
We maintain policies for investment of pension plan assets. 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. The plan invests primarily in publicly traded equity and debt securities as directed by the plan’s investment managers. The target asset allocation is determined by reference to the plan’s funded status percentage. The target allocation of plan assets was 76.0 % fixed income securities, 17.7 % equity securities and 6.3 % other investments, as of December 31, 2025 and 2024. The pension plan’s expected return assumption is based on the weighted average aggregate long-term expected returns of various actively managed asset classes corresponding to the plan’s asset allocation. We have selected an expected return on plan assets based on a historical analysis of rates of return, our investment mix, market conditions and other factors.
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Change in fair value of plan assets - U.S. benefit plan
(amounts in thousands) December 31, 2025 December 31, 2024
Balance as of January 1, $ 262,429 $ 279,579
Actual return on plan assets 22,404 6,474
Benefits paid ( 19,345 ) ( 21,472 )
Administrative expenses paid ( 2,557 ) ( 2,152 )
Plan settlements ( 109,490 ) —
Balance at period end $ 153,441 $ 262,429
The plan’s projected benefit obligation is determined by using weighted-average assumptions, as summarized below:
Change in projected benefit obligation - U.S. benefit plan
(amounts in thousands) December 31, 2025 December 31, 2024
Balance as of January 1, $ 261,490 $ 283,896
Service cost 2,300 2,700
Interest cost 13,308 13,556
Actuarial loss (gain) 8,619 ( 15,039 )
Benefits paid ( 19,345 ) ( 21,472 )
Administrative expenses paid ( 2,556 ) ( 2,151 )
Plan settlements ( 113,672 ) —
Balance at period end $ 150,144 $ 261,490
Discount rate 5.41 % 5.57 %
Compensation increase rate N/A N/A
As of December 31, 2025, the plan’s estimated benefit payments for the next ten years are as follows:
(amounts in thousands) Total
2026 $ 8,802
2027 9,184
2028 9,534
2029 9,849
2030 10,128
2031-2035 52,866
The Company made no cash contributions to the plan for the years ended December 31, 2025 and 2024. During fiscal year 2026, no cash contributions are required to be made to the plan.
The plan’s accumulated benefit obligation of $ 150.1 million is determined by taking the projected benefit obligation and removing the impact of the assumed compensation increases.
The plan’s funded status is as follows:
Long-term overfunded pension asset - U.S. benefit plan
(amounts in thousands) December 31, 2025 December 31, 2024
Projected benefit obligation at end of period $ 150,144 $ 261,490
Fair value of plan assets at end of period ( 153,441 ) ( 262,429 )
Overfunded pension asset (1)
$ ( 3,297 ) $ ( 939 )
(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.
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Net actuarial pension losses are recorded in consolidated other comprehensive income (loss) are as follows:
Accumulated other comprehensive loss - U.S. benefit plan Year Ended December 31,
(amounts in thousands) 2025 2024 2023
Net actuarial pension loss at beginning of period $ 20,323 $ 26,458 $ 43,113
Amortization of net actuarial loss — — ( 480 )
Net gain occurring during year ( 4,568 ) ( 6,135 ) ( 11,826 )
Settlement recognition of net actuarial loss ( 6,644 ) — ( 4,349 )
Net actuarial pension loss at end of period $ 9,111 $ 20,323 $ 26,458
Tax expense 13,773 13,773 11,113
Net actuarial pension loss at end of period, net of tax $ 22,884 $ 34,096 $ 37,571
Non-U.S. Defined Benefit Plans – We have several unfunded defined benefit plans located outside the U.S. that are country specific. Some of these plans remain open to participants and others are closed. 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. benefit plans Year Ended December 31,
(amounts in thousands) 2025 2024 2023
Service cost $ 1,490 $ 1,222 $ 1,275
Interest cost 897 864 879
Amortization of net actuarial pension loss 316 267 45
Pension benefit expense $ 2,703 $ 2,353 $ 2,199
Discount rate 2.6 % - 4.0 %
2.6 % - 3.4 %
3.1 % - 3.8 %
Compensation increase rate — % - 3.0 %
— % - 3.0 %
— % - 3.5 %
The projected benefit obligation for the non-U.S. plans is determined by using weighted-average assumptions as summarized below:
Change in projected benefit obligation - Non-U.S. benefit plans
(amounts in thousands) December 31, 2025 December 31, 2024
Balance as of January 1, $ 26,153 $ 27,000
Service cost 1,490 1,222
Interest cost 897 864
Actuarial (gain) loss ( 1,307 ) 1,107
Benefits paid ( 2,030 ) ( 1,990 )
Cumulative translation adjustment 3,935 ( 2,050 )
Balance at period end $ 29,138 $ 26,153
Discount rate 2.6 % - 4.0 %
2.6 % - 3.4 %
Compensation increase rate — % - 3.0 %
— % - 3.0 %
As of December 31, 2025, the estimated benefit payments for the non-U.S. plans over the next 10 years are as follows:
(amounts in thousands) Total
2026 $ 1,799
2027 2,117
2028 1,707
2029 2,086
2030 1,816
2031-2035
10,662
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The accumulated benefit obligations of $ 27.0 million for the non-U.S. plans are determined by taking the projected benefit obligation and removing the impact of the assumed compensation increases. We expect to contribute $ 1.8 million to the non-U.S. plans in 2026.
The funded status of these plans is as follows:
(amounts in thousands)
Unfunded pension liability - Non-U.S. benefit plans December 31, 2025 December 31, 2024
Long-term unfunded pension liability $ 24,357 $ 21,615
Current portion 4,781 4,538
Total unfunded pension liability $ 29,138 $ 26,153
The current portion of the unfunded pension liability is recorded in accrued payroll and benefits in the accompanying consolidated balance sheets.
Net actuarial pension losses are recorded in consolidated other comprehensive income (loss) are as follows:
(amounts in thousands) Year Ended December 31,
Accumulated other comprehensive loss - Non-U.S. benefit plans 2025 2024 2023
Net actuarial pension loss at beginning of period $ 2,751 $ 2,017 $ 2,273
Amortization of net actuarial loss ( 316 ) ( 267 ) ( 45 )
Net (gain) loss occurring during year ( 1,310 ) 1,107 1,163
Divestiture of JW Australia benefit plans — — ( 1,442 )
Cumulative translation adjustment 210 ( 106 ) 68
Net actuarial pension loss at end of period $ 1,335 $ 2,751 $ 2,017
Tax benefit ( 315 ) ( 598 ) ( 399 )
Net actuarial pension loss at end of period, net of tax $ 1,020 $ 2,153 $ 1,618
Defined Contribution Benefit Plans – We have defined contribution benefit plans covering certain U.S. and non-U.S. subsidiary employees, subject to eligibility requirements established in accordance with local statutory requirements. The total cost of these plans was $ 32.4 million, $ 36.6 million, and $ 36.4 million in the years ended December 31, 2025, 2024, and 2023, respectively.
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Note 27. Supplemental Cash Flow Information
Year Ended December 31,
(amounts in thousands) 2025 2024 2023
Cash Operating Activities:
Operating leases $ 48,600 $ 45,991 $ 50,995
Interest payments on financing lease obligations 780 537 331
Cash paid for amounts included in the measurement of lease liabilities $ 49,380 $ 46,528 $ 51,326
Cash Investing Activities:
Purchases of securities for deferred compensation plan ( 919 ) ( 3,381 ) $ ( 1,206 )
Sale of securities for deferred compensation plan — — 66
Change in securities for deferred compensation plan $ ( 919 ) $ ( 3,381 ) $ ( 1,140 )
Issuances of notes receivable $ ( 70 ) $ ( 54 ) $ ( 58 )
Cash received on notes receivable 9 100 319
Change in notes receivable $ ( 61 ) $ 46 $ 261
Non-cash Investing Activities:
Property, equipment and intangibles purchased in accounts payable $ 5,015 $ 14,300 $ 10,025
Property, equipment and intangibles purchased with debt 4,646 9,707 14,045
Customer accounts receivable converted to notes receivable 3 504 293
Cash Financing Activities:
Proceeds from issuance of new debt $ — $ 350,000 $ —
Borrowings on long-term debt 1,925 1,225 127,336
Payments of long-term debt ( 32,361 ) ( 400,633 ) ( 684,766 )
Payments of debt issuance and extinguishment costs, including underwriting fees ( 1,066 ) ( 5,770 ) ( 3,908 )
Change in long-term debt and payments of debt extinguishment costs $ ( 31,502 ) $ ( 55,178 ) $ ( 561,338 )
Cash paid for amounts included in the measurement of finance lease liabilities $ 2,975 $ 2,468 $ 1,880
Non-cash Financing Activities:
Prepaid insurance funded through short-term debt borrowings $ 12,479 $ — $ 16,628
Accounts payable converted to installment notes — 5 176
Other Supplemental Cash Flow Information:
Cash interest paid $ 71,550 $ 72,497 $ 74,735
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