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Item 9A. Controls and Procedures

2025-02-19 compared with 2024-02-14 · 31 added, 34 removed, 150 unchanged (30% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

As of December 31, 2023, our Chief Executive Officer and Chief Financial Officer carried out, with the participation of the Company’s Disclosure Practices Committee and the Company’s management, a review and evaluation of the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Exchange Act.

As of December 31, 2024, our Chief Executive Officer and Chief Financial Officer carried out, with the participation of the Company’s management, a review and evaluation of the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Exchange Act.

Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2024, our disclosure controls and procedures were effective.

40 unchanged sentences

Information regarding our executive officers is included under the caption "Information About Our Executive Officers" in Part I of this annual report on Form 10-K.

DELINQUENT SECTION 16(a) REPORTS

Information regarding compliance with Section 16(a) of the Exchange Act is incorporated herein by reference to the material included under the caption "Delinquent Section 16(a) Reports" in our 2024 Proxy Statement.

AUDIT COMMITTEE

2 unchanged sentences

We have adopted a Code of Business Conduct and Ethics and a Financial Leadership Code of Ethics applicable to our principal executive officer, principal financial officer, and principal accounting officer.

Each of these documents, as well as the charters of the Governance and Corporate Responsibility Committee, the Finance and Audit Committee, the Compensation Committee and the Executive Committee are available on our website at www.lpcorp.com under the “For Investors” tab in the “Corporate Governance” section under the captions "Additional Policies" (for our Code of Business Conduct and Ethics and our Financial Leadership Code of Ethics) and “Committee Charters” (for charters of the committees listed above).

A description of any substantive amendment or waiver of our Financial Leadership Code of Ethics or our Code of Business Conduct applicable to our principal executive officer, our principal financial officer and our principal accounting officer will be disclosed on our website at http://www.lpcorp.com under the “For Investors” tab, in the “Corporate Governance” section.

A description of any substantive amendment or waiver of our Financial Leadership Code of Ethics or our Code of Business Conduct applicable to our principal executive officer, our principal financial officer and our principal accounting officer will be disclosed on our website at http://investor.lpcorp.com under the “Corporate Governance” tab, in the “Governance Documents” section.

Any such description will be located on our website for a period of 12 months following the amendment or waiver.

The information provided on our website is not a part of this annual report on Form 10-K and therefore is not incorporated herein by reference.

INSIDER TRADING POLICY

The Company has insider trading policies and procedures that govern the purchase, sale and other dispositions of its securities by directors, officers and employees.

We believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards.

A copy of our Insider Trading Policy is filed with this annual report on Form 10-K as Exhibit 19 .

Executive Compensation

28 unchanged sentences

Incorporated herein by reference to Exhibit 3.3 to LP’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009.

3.3 Amended and Restated Bylaws of LP.

Incorporated herein by reference to Exhibit 3.1 to LP’s Current Report on Form 8-K, filed on November 2, 2022.

3.3 Second Amended and Restated Bylaws of LP.

Incorporated herein by reference to Exhibit 3.1 to LP’s Current Report on Form 8-K, filed on February 14, 2025.

4.1 Indenture, dated as of March 11, 2021, between LP and The Bank of New York Mellon Trust Company, N.A., as trustee.

7 unchanged sentences

10.3 2004 Executive Deferred Compensation Plan, Amended and Restated, Effective January 1, 2024.

Incorporated herein by reference to Exhibit 10.3 to LP's Annual Report on Form 10-K for the year ended December 31,2023.*

10.4 2008 Supplemental Executive Retirement Plan, Amended and Restated, Effective January 1, 2008.

4 unchanged sentences

Incorporated herein by reference to Exhibit 10.26 LP's Annual Report on Form 10-K for the year ended December 31, 2017.*

10.7 Form of Stock Appreciation Rights Award Agreement under the 2013 Omnibus Stock Award Plan.

Incorporated herein by reference to Exhibit 10.19 to LP's Annual Report on Form 10-K for the year ended December 31, 2015.*

10.8 Form of Stock Appreciation Rights Award Agreement with certain retirement provisions under the 2013 Omnibus Stock Award Plan.

Incorporated herein by reference to Exhibit 10.25 to LP's Annual Report on Form 10-K for the year ended December 31, 2016.*

Louisiana-Pacific Corporation 2019 Employee Stock Purchase Plan.

6 unchanged sentences

Incorporated herein by reference to Exhibit 10.2 to LP's Current Report on Form 8-K, filed on May 14, 2019.*

10.13 Form of Restricted Stock Unit Award Agreement under the 2013 Omnibus Stock Award Plan with retirement provisions.

Incorporated herein by reference to Exhibit 10.2 to LP's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019.*

10.14 Form of Performance Shares Award Agreement under the 2013 Omnibus Stock Award Plan.

Incorporated herein by reference to Exhibit 10.1 to LP’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.*

Amended and Restated Louisiana-Pacific Corporation Non-Employee Directors Compensation Plan.

2 unchanged sentences

Incorporated herein by reference to Exhibit 10.8 to LP’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.*

10.17 Form of Restricted Stock Unit Award Agreement under the 2013 Omnibus Stock Award Plan with retirement provisions.

Incorporated herein by reference to Exhibit 10.1 to LP’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.*

10.18 Form of Performance Shares Award Agreement under the 2013 Omnibus Stock Award Plan.

Incorporated herein by reference to Exhibit 10.2 to LP’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.*

2022 Omnibus Stock Award Plan.

Incorporated herein by reference to Annex A to LP's Definitive Proxy Statement on Schedule 14A, filed on March 18, 2022.*

10.20 Form of Restricted Stock Unit Award Agreement for directors under the 2022 Omnibus Stock Award Plan.

Incorporated herein by reference to Exhibit 10.5 to LP’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.*

10.21 Form of Restricted Stock Unit Award Agreement for directors under the 2022 Omnibus Stock Award Plan.

Incorporated herein by reference to Exhibit 10.22 to LP’s Annual Report on Form 10-K for the year ended December 31, 2022.*

Form of Restricted Stock Unit Award Agreement under the 2022 Omnibus Stock Award Plan.

3 unchanged sentences

Incorporated herein by reference to Exhibit 10.24 to LP’s Annual Report on Form 10-K for the year ended December 31, 2022.*

Form of Restricted Stock Unit Award Agreement for directors under the 2022 Omnibus Stock Award Plan.

Incorporated herein by reference to Exhibit 10.

2 to LP’s Quarterly Report on Form 10-Q for the quarter ended March 31, 202 4 .*

Form of Performance Shares Award Agreement under the 2022 Omnibus Stock Award Plan.

Incorporated herein by reference to Exhibit 10.3 to LP’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024.*

Form of Change of Control Employment Agreement.

Incorporated herein by reference to Exhibit 10.25 to LP’s Annual Report on Form 10-K for the year ended December 31, 2022.*

19 LP Insider Trading Policy.+

21 List of LP’s subsidiaries.

3 unchanged sentences

32 Certifications pursuant to §906 of the Sarbanes-Oxley Act of 2002.

97 Louisiana-Pacific Corporation NYSE Clawback Policy+

101.INS XBRL Instance Document.

101.SCH XBRL Taxonomy Extension Schema Document.

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB XBRL Taxonomy Extension Label Linkbase Document.

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF XBRL Taxonomy Extension Definition Linkbase Document.

97 Louisiana-Pacific Corporation NYSE Cl awback Policy.

Incorporated herein by reference to Exhibit 10.25 to LP’s Annual Report on Form 10-K for the year ended December 31, 2023.*

101.INS Inline XBRL Instance Document.

101.SCH Inline XBRL Taxonomy Extension Schema Document.

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.

104 Cover Page Interactive Data File (embedded with Inline XBRL document and contained in Exhibit 101).

8 unchanged sentences

Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report on has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date Signature and Title

2 unchanged sentences

Bradley Southern

Chairman of the Board

Chairperson of the Board

Chief Executive Officer

3 unchanged sentences

(Principal Financial Officer)

February 14, 2024 /s/ DEREK N.

February 19, 2025 /s/ LESLIE E.

Vice President, Controller and Chief Accounting Officer

1 unchanged sentence

February 19, 2025 /s/ JOSE A.

February 14, 2024 /s/ TRACY EMBREE

February 19, 2025 /s/ TRACY A.

February 19, 2025 /s/ LIZANNE C.

5 unchanged sentences

February 19, 2025 /s/ DUSTAN E.

February 19, 2025 /s/ JEAN-MICHEL RIBIÉRAS

Jean-Michel Ribiéras

February 19, 2025 /s/ TY R.

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

What changed 10-K

Item 9A. Controls and Procedures