Item 9A. Controls and Procedures
ITEM 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of December 31, 2025, 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, 2025, our disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) promulgated under the Exchange Act. Our management conducted an assessment of the effectiveness of our internal control over financial reporting as of the end of the period covered by this report, based on the framework established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013). Based on this assessment, our management has concluded that, as of December 31, 2025, the Company’s internal control over financial reporting was effective. Our independent registered public accounting firm, Deloitte & Touche LLP, has audited our internal control over financial reporting as of the end of the period covered by this report, as stated in their report included herein.
80
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Louisiana-Pacific Corporation
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Louisiana-Pacific Corporation and subsidiaries (the “Company”) 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 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 COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 17, 2026, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting . Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
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 (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) 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 (3) 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.
/s/ Deloitte & Touche LLP
Nashville, Tennessee
February 17, 2026
81
ITEM 9B. Other Information
None of our directors or officers (as defined in Section 16 of the Exchange Act) adopted , modified or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" (each as defined in Item 408 of Regulation S-K) during the quarter ended December 31, 2025.
ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
82
PART III
ITEM 10. Directors, Executive Officers and Corporate Governance
DIRECTORS
Information regarding our directors is incorporated herein by reference to the material included under the caption “Proposal 1: Election of Directors” in our Definitive Proxy Statement for our 2026 Annual Meeting of Stockholders which we expect to file with the SEC within 120 days after the end of our 2025 fiscal year (2026 Proxy Statement).
EXECUTIVE OFFICERS
Information regarding our executive officers is incorporated herein by reference to the material included under the caption "Executive Officers" in our 2026 Proxy Statement.
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 2026 Proxy Statement.
AUDIT COMMITTEE
Information regarding our Finance and Audit Committee is incorporated herein by reference to the material included under the captions “Corporate Governance — Committees of the Board” and “Corporate Governance — Committees of the Board — Finance and Audit Committee” in our 2026 Proxy Statement.
CODE OF ETHICS
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 http://investor.lpcorp.com under the “Corporate Governance” tab under the section “Governance Documents”.
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 as Exhibit 19 to this annual report on Form 10-K.
ITEM 11. Executive Compensation
Information regarding executive compensation is incorporated herein by reference to the material under the captions “Compensation of Executive Officers” and “Corporate Governance — Director Compensation” in our 2026 Proxy Statement. Information regarding our Compensation Committee is incorporated herein by reference to the material under the captions “Corporate Governance — Committees of the Board — Compensation Committee —C ompensation Committee Interlocks and Insider Participation” and “Compensation of Executive Officers — Compensation Committee Report” in our 2026 Proxy Statement.
83
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information regarding security ownership of certain beneficial owners and management and securities authorized for issuance under our existing equity compensation plans and arrangements is incorporated herein by reference to the material under the captions “Holders of Common Stock” and “Equity Compensation Plan Information” in the 2026 Proxy Statement.
ITEM 13. Certain Relationships and Related Transactions, and Director Independence
There are no transactions of the type required to be disclosed by Item 404(a) of Regulation S-K. Information regarding transactions with related persons and director independence is incorporated herein by reference to the material under the captions “Proposal 1: Election of Directors — Nominees for Director,” “Proposal 1: Election of Directors — Continuing Directors,” “Corporate Governance — Principles of Corporate Governance,” and “Related Person Transactions” in the 2026 Proxy Statement.
ITEM 14. Principal Accountant Fees and Services
Information regarding fees and services provided by our principal accountant and the LP Finance and Audit Committee’s pre-approval policies and procedures relating thereto is incorporated herein by reference to the material under the caption “Audit Matters — Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm” in the 2026 Proxy Statement.
84
PART IV
ITEM 15. Exhibits, Financial Statement Schedules
A. Financial Statements and Financial Statement Schedules
The following financial statements of LP are included in this annual report on Form 10-K:
Consolidated Balance Sheets—December 31, 2025 and 2024.
Consolidated Statements of Income—years ended December 31, 2025, 2024, and 2023.
Consolidated Statements of Comprehensive Income—years ended December 31, 2025, 2024 and 2023.
Consolidated Statements of Cash Flows—years ended December 31, 2025, 2024, 2023.
Consolidated Statements of Stockholders’ Equity—years ended December 31, 2025, 2024 and 2023.
Notes to the Consolidated Financial Statements.
Report of Independent Registered Public Accounting Firm. (PCAOB ID No. 34 )
No other financial statement schedules are required to be filed.
B. Exhibits
The exhibits filed or furnished, as applicable, as part of this annual report on Form 10-K or incorporated by reference herein are listed below. Each management contract or compensatory plan or arrangement is identified by an asterisk (*). Each prior LP filing, which contains an exhibit incorporated by reference herein, is filed under SEC File No. 001-07107.
Exhibit Number Exhibit
3.1 Restated Certificate of Incorporation of LP. Incorporated herein by reference to Exhibit 3.2 to LP’s Annual Report on Form 10-K for the year ended December 31, 2007.
3.2 Amended Certificate of Designation of Series A Junior Participating Cumulative Preferred Stock. 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 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. Incorporated herein by reference to Exhibit 4.1 to LP ’ s Current Report on Form 8-K, filed on March 11, 2021.
4.2 Description of Securities. Incorporated herein by reference to Exhibit 4.2 to LP ’ s Annual Report on Form 10-K for the year ended December 31, 2020.
10.1 Second Amended and Restated Credit Agreement, dated November 29, 2022, among the Company, as borrower, American AgCredit PCA, as administrative agent, CoBank, ACB, as letter of credit issuer and lenders and voting participants party thereto. Incorporated herein by reference to Exhibit 10.1 to LP’s Current Report on Form 8-K, filed November 29, 2022.
10.2 F ir st Amendment to Second Am ended and Restated Credit Agreement, dated March 26, 2025, among the Company, as borrower, American AgCredit PCA, as administrative agent, CoBank, ACB, as letter of credit issuer and lenders and voting participants party thereto. Incorporated herein by reference to Exhibit 10.1 to LP’s Current Report on Form 8-K, filed March 28, 2025.
10.3
Annual Cash Incentive Award Plan, Amended and Restated as of February 12, 2009. Incorporated herein by reference to Appendix B to LP’s Definitive Proxy Statement on Schedule 14A, filed on March 23, 2009.*
10.4
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.*
85
10.5
2008 Supplemental Executive Retirement Plan, Amended and Restated, Effective January 1, 2008. Incorporated herein by reference to Exhibit 10.14 to LP ’ s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011.*
10.6
2013 Omnibus Stock Award Plan, Effective May 3, 2013. Incorporated herein by reference to Annex A to LP’s Definitive Proxy Statement on Schedule 14A, filed on March 20, 2013.*
10.7
Amendment No 1 to Louisiana-Pacific Corporation 2013 Omnibus Stock Award Plan. Incorporated herein by reference to Exhibit 10.26 LP ’ s Annual Report on Form 10-K for the year ended December 31, 2017.*
10.8
Louisiana-Pacific Corporation 2019 Employee Stock Purchase Plan. Incorporated herein by reference to Annex A to LP ’ s Definitive Proxy Statement on Schedule 14A, filed on March 26, 2019.*
10.9
First Amendment to Louisiana-Pacific 2019 Employee Stock Purchase Plan. Incorporated herein by reference to Exhibit 10.7 to LP’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.*
10.10
Form of Severance Agreement between Louisiana-Pacific Corporation and Chief Executive Officer. Incorporated herein by reference to Exhibit 10.1 to LP ’ s Current Report on Form 8-K, filed on May 14, 2019.*
10.11
Form of Severance Agreement between Louisiana-Pacific Corporation and Certain Officers other than Chief Executive Officer. Incorporated herein by reference to Exhibit 10.2 to LP ’ s Current Report on Form 8-K, filed on May 14, 2019.*
10.12
Amended and Restated Louisiana-Pacific Corporation Non-Employee Directors Compensation Plan. Incorporated herein by reference to Exhibit 10.2 to LP’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.*
10.13 Amended and Restated Louisiana-Pacific Corporation Non-Employee Directors Compensation Plan. Incorporated herein by reference to Exhibit 10.8 to LP’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.*
10.14
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.*
10.15
Form of Restricted Stock Unit Award Agreement 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, 2024.*
10.16
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.*
10.17
F orm of Restricted Stock Unit Award Agreement for directors under the 2022 Omnibus Stock Award Plan. Incorporated herein by reference to Exhibit 10.2 to L P's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.*
10.18
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. Incorporated herein by reference to Exhibit 19 to LP's annual Report on F orm 10-K for the year ended December 31, 2024.
21 List of LP’s subsidiaries. +
23 Consent of Deloitte & Touche LLP. +
31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. +
31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. +
32 Certifications pursuant to §906 of the Sarbanes-Oxley Act of 2002. ++
97 Louisiana-Pacific Corporation NYSE Clawback 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.*
86
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). + *
* Indicates a management contract or compensatory plan or arrangement.
+ Filed herewith.
++ Furnished herewith.
ITEM 16. Form 10-K Summary
None.
87
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: February 17, 2026 LOUISIANA-PACIFIC CORPORATION
(Registrant)
/s/ Alan J.M. Haughie
Alan J.M. Haughie
Executive Vice President and
Chief Financial Officer
88
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
February 17, 2026 /s/ W. Bradley Southern
W. Bradley Southern
Chairperson of the Board
Chief Executive Officer
(Principal Executive Officer)
February 17, 2026 /s/ Alan J.M. Haughie
Alan J.M. Haughie
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
February 17, 2026 /s/ Leslie E. Davis
Leslie E. Davis
Vice President, Controller and Chief Accounting Officer
(Principal Accounting Officer)
February 17, 2026 /s/ Kelly H. Barrett
Kelly H. Barrett
Director
February 17, 2026 /s/ Jose A. Bayardo
Jose A. Bayardo
Director
February 17, 2026 /s/ Lizanne M. Bruce
Lizanne M. Bruce
Director
February 17, 2026 /s/ F. Nicholas Grasberger III
F. Nicholas Grasberger III
Director
February 17, 2026 /s/ Ozey K. Horton, Jr.
Ozey K. Horton, Jr.
Director
February 17, 2026 /s/ Stephen E. Macadam
Stephen E. Macadam
Director
February 17, 2026 /s/ Dustan E. McCoy
Dustan E. McCoy
Director
February 17, 2026 /s/ Jean-Michel Ribiéras
Jean-Michel Ribiéras
Director
February 17, 2026 /s/ Ty R. Silberhorn
Ty R. Silberhorn
Director
89