What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-09-05 compared with 2025-06-06 · 292 added, 220 removed, 677 unchanged (43% of the section changed)

38 unchanged sentences

issued and outstanding - none

Common stock, $ 0.01 par value, shares authorized 125,000,000 ;

issue d 51,213,869 and 51,266,501 , respectively;

Common stock, $ 0.01 par valu e, shares authorized 125,000,000 ;

issued 51,213,869 and 51,266,501 , respectively;

outstanding 45,876,838 and 47,252,070 , respectively

9 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

Three Months Ended Six Months Ended

April 30, April 30,

Three Months Ended Nine Months Ended

July 31, July 31,

2025 2024 2025 2024

6 unchanged sentences

Depreciation and amortization 33,882 10,953 77,814 32,999

Operating income 40,921 20,637 33,943 28,554

Asset impairment charges 302,284 — 302,284 —

Operating (loss) income ( 270,835 ) 23,442 ( 236,892 ) 51,996

Non-operating (expense) income:

1 unchanged sentence

Other, net 855 9,474 1,925 10,520

Income before income taxes 26,822 19,691 6,887 27,582

Income tax expense ( 6,307 ) ( 4,314 ) ( 1,257 ) ( 5,956 )

Net income $ 20,515 $ 15,377 $ 5,630 $ 21,626

Earnings per common share $ 0.44 $ 0.47 $ 0.12 $ 0.66

Diluted earnings per common share $ 0.44 $ 0.46 $ 0.12 $ 0.65

(Loss) income before income taxes ( 284,198 ) 32,038 ( 277,311 ) 59,620

Income tax benefit (expense) 8,191 ( 6,688 ) 6,934 ( 12,644 )

Net (loss) income $ ( 276,007 ) $ 25,350 $ ( 270,377 ) $ 46,976

(Loss) earnings per common share $ ( 6.04 ) $ 0.77 $ ( 5.83 ) $ 1.43

Diluted (loss) earnings per common share $ ( 6.04 ) $ 0.77 $ ( 5.83 ) $ 1.42

Weighted-average common shares outstanding:

5 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended Six Months Ended

April 30, April 30,

Three Months Ended Nine Months Ended

July 31, July 31,

2025 2024 2025 2024

(In thousands)

Net income $ 20,515 $ 15,377 $ 5,630 $ 21,626

Net (loss) income $ ( 276,007 ) $ 25,350 $ ( 270,377 ) $ 46,976

Other comprehensive income:

Foreign currency translation gain (loss), net of tax 35,345 ( 2,571 ) 19,394 3,510

Other comprehensive income (loss), net of tax 35,345 ( 2,571 ) 19,394 3,510

Comprehensive income $ 55,860 $ 12,806 $ 25,024 $ 25,136

Foreign currency translation (loss) gain, net of tax ( 3,467 ) 4,500 15,927 8,010

Other comprehensive (loss) income, net of tax ( 3,467 ) 4,500 15,927 8,010

Comprehensive (loss) income $ ( 279,474 ) $ 29,850 $ ( 254,450 ) $ 54,986

The accompanying notes are an integral part of the financial statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

Nine Months Ended

(In thousands)

Operating activities:

Net income $ 5,630 $ 21,626

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

Net (loss) income $ ( 270,377 ) $ 46,976

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

Depreciation and amortization 77,814 32,999

1 unchanged sentence

Deferred income tax ( 26,440 ) ( 2,321 )

Asset impairment charges 302,284 —

Gain on deal contingent foreign exchange forward currency contract

Other, net 9,203 886

Changes in assets and liabilities:

Decrease in accounts receivable 5,322 10,832

Increase in inventory ( 1,333 ) ( 3,008 )

Increase in other current assets ( 7,828 ) ( 1,124 )

Decrease in accounts payable ( 14,771 ) ( 12,619 )

Decrease in accrued liabilities ( 14,048 ) ( 4,602 )

(Increase) decrease in accounts receivable ( 1,727 ) 11,114

Decrease (increase) in inventory 5,261 ( 183 )

(Increase) decrease in other current assets ( 7,228 ) 1,646

Increase (decrease) in accounts payable 144 ( 9,634 )

(Decrease) increase in accrued liabilities ( 9,725 ) 948

(Decrease) increase in income taxes payable ( 21 ) 6,659

16 unchanged sentences

Effect of exchange rate changes on cash, cash equivalents and restricted cash 16,302 935

Decrease in cash, cash equivalents and restricted cash ( 38,198 ) ( 2,325 )

(Decrease) increase in cash, cash equivalents and restricted cash ( 35,069 ) 35,492

Cash, cash equivalents and restricted cash at beginning of period 102,995 58,474

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Six Months Ended April 30, 2025 Common

Nine Months Ended July 31, 2025 Common

Stock Additional

26 unchanged sentences

Balance at April 30, 2025 $ 512 $ 698,238 $ 428,483 $ ( 27,034 ) $ ( 98,536 ) $ 1,001,663

Six Months Ended April 30, 2024 Common

Net income — — ( 276,007 ) — — ( 276,007 )

Foreign currency translation adjustment — — — ( 3,467 ) — ( 3,467 )

Common dividends ($ 0.08 per share)

— — ( 3,681 ) — — ( 3,681 )

Purchase of treasury stock — — — — ( 2,054 ) ( 2,054 )

Stock-based compensation activity:

Expense related to stock-based compensation — 937 — — — 937

Restricted stock awards granted — ( 69 ) — — 69 —

Balance at July 31, 2025 $ 512 $ 699,106 $ 148,795 $ ( 30,501 ) $ ( 100,521 ) $ 717,391

Nine Months Ended July 31, 2024 Common

Stock Additional

24 unchanged sentences

Balance at April 30, 2024 $ 371 $ 249,502 $ 425,650 $ ( 34,631 ) $ ( 74,770 ) $ 566,122

Net income — — 25,350 — — 25,350

Foreign currency translation adjustment — — — 4,500 — 4,500

Common dividends ($ 0.08 per share)

— — ( 2,649 ) — — ( 2,649 )

Stock-based compensation activity:

Expense related to stock-based compensation — 794 — — — 794

Stock options exercised — 1 — — 18 19

Balance at July 31, 2024 $ 371 $ 250,297 $ 448,351 $ ( 30,131 ) $ ( 74,752 ) $ 594,136

The accompanying notes are an integral part of the financial statements.

3 unchanged sentences

Quanex Building Products Corporation is a leading manufacturer and component supplier to original equipment manufacturers (OEMs) in various industries, including window, door, solar, refrigeration, custom mixing, building access, and cabinetry markets.

The majority of these components can be categorized as window and door (fenestration) components and kitchen and bath cabinet components.

Examples of fenestration components include:

(1) energy-efficient flexible insulating glass spacers, (2) extruded vinyl profiles, (3) window and door screens, (4) window and door hardware, and (5) precision-formed metal and wood products.

We also manufacture cabinet doors and other components for OEMs in the kitchen and bathroom cabinet industry.

In addition, we provide certain other non-fenestration components and products, which include custom mixing, solar panel sealants, trim moldings, vinyl decking, water retention barriers, conservatory roof components, and building access solutions.

We have organized our business into four reportable business segments:

(1) North American Fenestration (NA Fenestration), (2) European Fenestration (EU Fenestration), (3) North American Cabinet Components (NA Cabinet Components), and (4) Tyman, which was acquired on August 1, 2024.

We have organized our business into three reportable business segments:

Hardware Solutions, which manufactures window and door hardware and screens;

Extruded Solutions, which manufacturers insulating glass spacers, vinyl window and door profiles, seals, and weatherstripping;

and Custom Solutions, which manufactures wood, mixing, and building access solutions.

For additional discussion of our reportable business segments, see Note 14, “Segment Information.” We leverage efficient production and distribution processes and engineering expertise to provide our customers with specialized products for their specific hardware, extrusion, and custom applications.

21 unchanged sentences

We account for a contract when a customer provides us with a firm purchase order that identifies the products to be provided, the payment terms for those products, and when collectability of the consideration due is probable.

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Performance obligations

2 unchanged sentences

For contracts with multiple performance obligations, the standalone selling price of each product is generally readily observable.

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Revenue from product sales is recognized at a point in time when the product is transferred to the customer, in accordance with the shipping terms, which is generally upon shipment.

13 unchanged sentences

Our broad geographic reach exposes us to diverse economic conditions, which can impact demand, currency fluctuations, and supply chain dynamics.

The following table summarizes our product sales for the three and six months ended April 30, 2025 and 2024, categorized by segment, to depict how the nature, amount, timing and uncertainty of our revenues and cash flows are affected by economic factors.

The following table summarizes our product sales for the three and nine months ended July 31, 2025 and 2024, categorized by segment, to depict how the nature, amount, timing and uncertainty of our revenues and cash flows are affected by economic factors.

For further details regarding our results by segment, refer to Note 14, “Segment Information.”

1 unchanged sentence

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Three Months Ended Six Months Ended

April 30, April 30,

Three Months Ended Nine Months Ended

July 31, July 31,

2025 2024 2025 2024

(In thousands)

NA Fenestration:

United States - fenestration $ 112,261 $ 119,646 $ 212,690 $ 231,280

International - fenestration 8,054 7,465 13,913 13,609

United States - non-fenestration 26,751 27,532 49,956 53,323

International - non-fenestration 3,960 5,131 8,800 9,557

$ 151,026 $ 159,774 $ 285,359 $ 307,769

EU Fenestration:

International - fenestration $ 50,687 $ 46,968 $ 92,743 $ 88,719

International - non-fenestration 10,570 9,615 16,985 17,301

Hardware Solutions:

Window and door hardware $ 150,307 $ — $ 411,522 $ —

Screens 76,809 75,460 203,269 204,127

$ 227,116 $ 75,460 $ 614,791 $ 204,127

NA Cabinet Components:

United States - fenestration $ 3,507 $ 3,737 $ 6,959 $ 7,412

United States - non-fenestration 47,364 46,990 87,427 86,169

International - non-fenestration 366 351 661 634

Extruded Solutions:

Window profiles $ 68,165 $ 67,802 182,273 193,758

Seals and gaskets 29,865 16,513 84,915 42,714

Spacers 54,743 37,868 146,544 104,047

Solar 5,250 5,198 17,835 16,074

Flashing Tape 3,038 4,905 6,751 13,512

Window and door hardware 10,044 — 29,694 —

Other 3,322 2,266 10,012 9,755

$ 174,427 $ 134,552 $ 478,024 $ 379,860

United States - fenestration 113,950 — $ 219,541 $ —

International - fenestration 75,547 — 144,829 —

United States - non-fenestration 610 — 1,395 —

International - non-fenestration — — 18 —

Custom Solutions:

Wood solutions $ 53,409 $ 51,448 $ 148,456 $ 145,663

Access solutions 27,370 — 74,158 —

Mixing solutions 21,485 21,219 62,195 62,538

$ 102,264 $ 72,667 $ 284,809 $ 208,201

12 unchanged sentences

Related Parties

N et sales to a customer which is a related party with one of our non-employee directors for the six months ended April 30, 2025 and 2024 was $ 1.0 million and $ 0.5 million, respectively.

Purchases from a customer which is a related party with one of our non-employee directors for the six months ended April 30, 2025 was $ 0.1 million and zero for the comparable prior year periods.

N et sales to a customer which is a related party with one of our non-employee directors for the three and nine months ended July 31, 2025 was $ 0.4 million and $ 1.4 million, respectively, and $ 0.3 million and $ 0.8 million for comparable prior year periods.

Purchases from a customer which is a related party with one of our non-employee directors for the three and nine months ended July 31, 2025 was $ 0.1 million, respectively, and zero for comparable prior year periods.

We performed a review of these transactions, of which no single transaction or series of related transactions exceeded $ 120,000 in amount, and determined that these transactions were enacted independently of each other.

11 unchanged sentences

For other costs directly related to the restructuring effort, such as equipment moving costs, we expense in the period incurred.

In November 2024, we announced a reorganization of our business to integrate the acquisition of Tyman plc with our legacy Quanex operations.

For additional discussion of our acquisition of Tyman plc, see Note 2, “Acquisition.”

During the three and six months ended April 30, 2025 , we incurred $ 0.9 million and $ 8.8 million, respectively, in restructuring charges as a result of the reorganization, including $ 0.9 million, and $ 4.9 million, respectively, related to workforce alignment costs, primarily severance and employee-related expenses.

As of April 30, 2025 , we have paid $ 3.3 million in workforce alignment costs, with a remaining accrual of $ 1.6 million.

Additionally, we recognized $ 3.9 million related to the disposal of software which no longer supports our reorganized business.

As we continue to implement our restructuring plan, we may incur additional restructuring charges in future periods as we assess and finalize our integration efforts.

The nature and amount of any such charges will depend on further developments in the reorganization process.

During the three months ended July 31, 2025, we restructured our reportable operating segments to integrate the acquisition of Tyman plc with our legacy Quanex operations.

This restructuring aligns our business into three operating segments:

Hardware Solutions, Extruded Solutions, and Custom Solutions, which is how our Chief Operating Decision Maker (“CODM”) assesses the performance of our business, makes key operating decisions and allocates resources.

Prior period amounts have been recast to conform to the new segment structure.

For additional discussion of our acquisition of Tyman plc, see Note 2, “Acquisition.” For additional discussion of our reportable business segments, see Note 14, “Segment Information.”

During the three and nine months ended July 31, 2025 , we incurred $ 1.4 million and $ 10.2 million, respectively, in restructuring charges including $ 1.4 million, and $ 6.3 million, respectively, related to workforce alignment costs, primarily severance and employee-related expenses.

As of July 31, 2025, we have paid $ 5.1 million in workforce alignment costs, with a remaining accrual of $ 1.2 million.

Additionally, we recognized $ 3.9 million related to the disposal of software which no longer supports our business.

We may incur additional restructuring charges in future periods.

The nature and amount of any such charges will depend on further developments in the restructuring process.

Goodwill impairment

During the three months ended July 31, 2025, as a result of the restructuring , we tested goodwill for impairment.

The testing of our goodwill resulted in an asset impairment of $ 302.3 million.

Of the goodwill impairment amount recorded during the three months ended July 31, 2025, $ 44.8 million relates to tax-deductible goodwill.

The remaining charge was not deductible for tax purposes, and no deferred tax asset was recognized.

For additional discussion of our goodwill, see Note 6, “Goodwill and Intangibles.” For additional information and discussion of change in reporting units and a summary of the change in the carrying amount of goodwill by segment, see Note 14, “Segment Information.”

On August 1, 2024, we completed the acquisition of Tyman plc (“Tyman”), a company incorporated in England and Wales (“Tyman Acquisition”).

7 unchanged sentences

The maturity date of the Facilities is five years after the acquisition effective date, maturing on August 1, 2029.

As of April 30, 2025, we are still determining the purchase price allocation for the Tyman Acquisition.

A preliminary purchase price allocation of the fair value of the assets acquired and liabilities assumed is included in the table below.

These estimates are subject to change and will likely result in an increase or decrease in goodwill, particularly with regard to third-party valuations and our estimates of fixed assets, intangible assets, inventory, and deferred income taxes, during the measurement period, which may extend up to one year from the acquisition date.

T he purchase price for the Tyman Acquisition was initially allocated on a preliminary basis as of the acquisition date.

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

As of Date of

Opening Balance Sheet

Despite basing our initial estimates on the information available on August 1, 2024, further data and evidence obtained during the third quarter of 2025 prompted several measurement period adjustments.

These adjustments primarily affected deferred income taxes, fixed assets, inventories, accounts payable, and other assets, resulting in a 4.1 million reduction in the preliminary goodwill we initially recognized.

The revised allocation of the purchase price, reflecting the fair value of the assets acquired and liabilities assumed, including the identified measurement period adjustments, and the final purchase price allocation is detailed in the table below.

As of Date of Opening Balance Sheet Measurement Period Adjustments Final Purchase Price Allocation

(In thousands)

17 unchanged sentences

We used recognized valuation techniques to determine the preliminary fair value of the assets and liabilities, including the multi period excess earnings method for customer relationships and relief from royalty method for trade names and other technology with a discount rate that reflects the risk of the expected future cash flows.

Tyman is allocated entirely to our Tyman reportable operating segment .

Tyman’s results are allocated to our Hardware Solutions, Extruded Solutions, and Custom Solutions segments in accordance with the nature of operations.

For additional discussion of our reportable business segments, see Note 14, “Segment Information.”

Pro Forma Results

We calculated the pro forma impact of the Tyman acquisition and the associated debt financing on our operating results for the three and six months ended and April 30, 2024 .

The following pro forma results give effect to these acquisitions, assuming the transaction occurred on November 1, 2023.

Three Months Ended Six Months Ended

April 30, 2024 April 30, 2024

We calculated the pro forma impact of the Tyman acquisition and the associated debt financing on our operating results for the three and nine months ended July 31, 2024 .

The following pro forma results give effect to this acquisition, assuming the transaction occurred on November 1, 2023.

Three Months Ended Nine Months Ended

July 31, 2024 July 31, 2024

(In thousands, except per share amounts)

4 unchanged sentences

We derived the pro forma results for the Tyman acquisition based on historical financial information obtained from the sellers and certain management assumptions.

Our Tyman pro forma adjustments relate to the impact of preliminary fair value adjustments on the underlying assets and liabilities of Tyman, transaction costs and the financing of the Tyman Acquisition, and the conversion of Tyman’s financial information prepared in accordance with IFRS to Quanex accounting policies in accordance with U.S.

Our Tyman pro forma adjustments relate to the impact of preliminary fair value

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Inventories consisted of the following at April 30, 2025 and October 31, 2024 (in thousands):

adjustments on the underlying assets and liabilities of Tyman, transaction costs and the financing of the Tyman Acquisition, and the conversion of Tyman’s financial information prepared in accordance with IFRS to Quanex accounting policies in accordance with U.S.

Inventories consisted of the following at July 31, 2025 and October 31, 2024 (in thousands):

2025 October 31,

29 unchanged sentences

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The table below presents the lease-related assets and liabilities recorded on the balance sheet at April 30, 2025 and October 31, 2024 (in thousands):

Leases Classification April 30,

The table below presents the lease-related assets and liabilities recorded on the balance sheet at July 31, 2025 and October 31, 2024 (in thousands):

Leases Classification July 31,

2025 October 31,

8 unchanged sentences

Total lease liabilities $ 214,515 $ 190,711

The table below presents the components of lease costs for the three and six months ended April 30, 2025 and 2024 (in thousands):

Three Months Ended Six Months Ended

April 30, April 30,

The table below presents the components of lease costs for the three and nine months ended July 31, 2025 and 2024 (in thousands):

Three Months Ended Nine Months Ended

July 31, July 31,

2025 2024 2025 2024

9 unchanged sentences

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The table below presents supplemental cash flow information related to leases for the six months ended April 30, 2025 and 2024 (in thousands):

Six Months Ended

The table below presents supplemental cash flow information related to leases for the nine months ended July 31, 2025 and 2024 (in thousands):

Nine Months Ended

Cash paid for amounts included in the measurement of lease liabilities:

5 unchanged sentences

Finance leases $ 2,092 $ 1,308

The table below presents the weighted-average remaining lease terms and weighted-average discount rates for the Company's leases as of April 30, 2025 and October 31, 2024:

The table below presents the weighted-average remaining lease terms and weighted-average discount rates for the Company's leases as of July 31, 2025 and October 31, 2024:

2025 October 31,

5 unchanged sentences

Financing leases 4.90 % 4.84 %

The table below presents the maturity of the lease liabilities as of April 30, 2025 (in thousands):

The table below presents the maturity of the lease liabilities as of July 31, 2025 (in thousands):

Operating Leases Finance Leases

2025 (remaining six months) $ 11,054 $ 3,458

2025 (remaining three months) $ 5,823 $ 1,783

2026 22,290 7,077

9 unchanged sentences

Property, Plant and Equipment

Property, plant and equipment consisted of the following as of April 30, 2025 and October 31, 2024 (in thousands):

Property, plant and equipment consisted of the following as of July 31, 2025 and October 31, 2024 (in thousands):

2025 October 31,

6 unchanged sentences

Property, plant and equipment, net $ 405,510 $ 402,466

Depreciation expense, including amortization of finance leases, for the three and six months ended April 30, 2025 of $ 12.7 million and $ 26.6 million, respectively, and $ 7.9 million and $ 15.9 million for the comparable prior year periods.

The reported balances of our property, plant and equipment as of April 30, 2025 have been updated to incorporate reclassifications of balances between categories of assets and between gross and accumulated depreciation values.

Depreciation expense, including amortization of finance leases, for the three and nine months ended July 31, 2025 was $ 21.6 million and $ 48.2 million, respectively, and $ 8.1 million and $ 24.0 million for the comparable prior year periods.

As a result of push-down accounting related to the assets acquired in the Tyman acquisition, we recorded a one-time depreciation charge of $ 7.3 million to reflect the application on useful lives on an asset by asset basis thus requiring an adjustment during during the three months ended July 31, 2025.

The reported balances of our property, plant and equipment as of July 31, 2025 have been updated to incorporate reclassifications of balances between categories of assets and between gross and accumulated depreciation values.

These reclassifications are immaterial to the current and prior period financial statements.

If there are indicators of potential impairment, we evaluate our property, plant and equipment for recoverability over the remaining useful lives of the assets.

We did not incur impairment losses associated with these assets for the periods ended April 30, 2025 and October 31, 2024.

As discussed in the Restructuring section of our Nature of Operations and Basis of Presentation in Note 1, we restructured our reportable operating segments during the third quarter of 2025, which triggered the requirement to assess our goodwill for potential impairment.

We did not record any impairment charges related to property, plant and equipment or intangible assets as a result of the analysis for the periods ended July 31, 2025 and October 31, 2024.

Goodwill and Intangible Assets

The change in the carrying amount of goodwill for the six months ended April 30, 2025 was as follows (in thousands):

Six Months Ended

April 30, 2025

The change in the carrying amount of goodwill for the nine months ended July 31, 2025 was as follows (in thousands):

Nine Months Ended

July 31, 2025

Beginning balance as of November 1, 2024 $ 574,711

Measurement period adjustments ( 3,989 )

Goodwill impairment charge ( 302,284 )

Foreign currency translation adjustment 3,021

1 unchanged sentence

At our last annual test date, August 31, 2024, we evaluated the recoverability of goodwill at each of our seven reporting units with goodwill balances and determined that our goodwill was no t impaired.

We evaluated for indicators of impairment for all reporting units during the three and six months ended April 30, 2025 and determined that there were no triggering events.

For additional information and discussion of change in reporting units and a summary of the change in the carrying amount of goodwill by segment, see Note 14, “Segment Information.”

In connection with our restructuring , we reassigned goodwill among certain of our reporting units using a r elative fair value approach and performed a quantitative goodwill impairment test on all reporting units to determine if any impairment existed.

To estimate the fair value of our reporting units, we applied the discounted cash flow method under the income approach.

The resulting fair value was lower than the carrying value for certain reporting units, as a result of the prolonged decline in our market price driven by weaker consumer confidence and high levels of uncertainty across the industry, necessitating the

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

recognition of a non-cash goodwill impairment charge of $ 302.3 million, which has been recorded in the consolidated statements of income within “Asset impairment charges” for the three months ended July 31, 2025.

As a result of the restructuring , as of July 31, 2025, we have ten reporting units, nine of which comprised our goodwill balance prior to the goodwill impairment.

These ten reporting units are aggregated into our three operating reportable segments.

After the goodwill impairment, seven of the reporting units comprise the remaining goodwill balance.

For additional information and discussion of change in reporting units and a summary of the change in the carrying amount of goodwill by segment, see Note 14, “Segment Information.” For additional discussion of our acquisition of Tyman plc and for further details on the measurement period adjustments, see Note 2, “Acquisition.”

Identifiable Intangible Assets

Amortizable intangible assets consisted of the following as of April 30, 2025 and October 31, 2024 (in thousands):

April 30, 2025 October 31, 2024

Amortizable intangible assets consisted of the following as of July 31, 2025 and October 31, 2024 (in thousands):

July 31, 2025 October 31, 2024

Gross Carrying

6 unchanged sentences

Total $ 773,241 $ 214,473 $ 780,729 $ 182,820

We had aggregate amortization expense related to intangible assets for the three and six months ended April 30, 2025 of $ 6.5 million and $ 17.1 million, respectively, and $ 3.0 million and $ 6.2 million for the comparable prior year periods.

During the second quarter of 2025, we recorded a one-time adjustment to amortization expense of $ 3.5 million.

Estimated remaining amortization expense, assuming current intangible balances and no new acquisitions, for future fiscal years as of April 30, 2025 (in thousands):

We had amortization expense related to intangible assets for the three and nine months ended July 31, 2025 of $ 12.3 million and $ 29.4 million, respectively, and $ 2.8 million and $ 9.0 million for the comparable prior year periods.

During the nine months ended July 31, 2025, we recorded a one-time adjustment to amortization expense of $ 3.5 million .

We did not record any impairment charges related to property, plant and equipment or intangible assets as a result of the analysis for the periods ended July 31, 2025 and October 31, 2024.

Estimated remaining amortization expense, assuming current intangible balances and no new acquisitions, for future fiscal years as of July 31, 2025 (in thousands):

Amortization Expense

2025 (remaining six months) $ 19,906

2025 (remaining three months) $ 9,760

Thereafter 403,996

Total $ 558,768

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Debt and Finance Lease Obligations

Long-term debt consisted of the following at April 30, 2025 and October 31, 2024 (in thousands):

Long-term debt consisted of the following at July 31, 2025 and October 31, 2024 (in thousands):

2025 October 31,

10 unchanged sentences

Our previous credit facility is more fully described in our Annual Report on Form 10-K for the fiscal year ended October 31, 2024 .

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

principal amount of $ 500 million (the “Term A Facility” and together with the Revolving Credit Facility, the “Facilities”).

The Amended Credit Agreement (i) increased the senior secured revolving credit facility to an aggregate principal amount of $ 475 million (the “Revolving Credit Facility”) and (ii) provided for a senior secured term loan A facility in an aggregate principal amount of $ 500 million (the “Term Loan A Facility” and together with the Revolving Credit Facility, the “Facilities”).

The Revolving Credit Facility includes alternative currency, letter of credit, and swing-line sub-facilities of $ 100 million, $ 30 million, and $ 15 million, respectively.

13 unchanged sentences

In the event of default, outstanding borrowings would accrue interest at the Default Rate, as defined, whereby the obligations will bear interest at a per annum rate equal to 2 % above the total per annum rate otherwise applicable.

The Amended Credit Agreement provides for incremental revolving credit commitments for a minimum principal amount of (1) $ 310.0 million and (2) 100% of Consolidated EBITDA, subject to the lender's discretion to elect or decline the incremental increase.

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

incremental increase.

We can also borrow up to the lesser of $ 15.0 million or the revolving credit commitment, as defined, under a Swingline feature of the Amended Credit Agreement.

5 unchanged sentences

Substantially all of our domestic assets, with the exception of real property, are used as collateral for the Amended Credit Agreement.

As of April 30, 2025, we had $ 723.8 million borrowings outstanding under the Facilities, $ 12.5 million of unamortized debt issuance costs, $ 6.1 million of outstanding letters of credit, and $ 61.3 million outstanding primarily under finance leases and other debt.

We had $ 226.4 million available for use under the Facilities at April 30, 2025.

The borrowings outstanding as of April 30, 2025 under the Facilities accrue interest at 6.67 % per annum, and our weighted-average borrowing rate for borrowings outstanding during the six months ended April 30, 2025 and 2024 was 6.83 % and 6.69 %, respectively.

We were in compliance with our debt covenants as of April 30, 2025.

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

As of July 31, 2025, we had $ 672.5 million borrowings outstanding under the Facilities, $ 11.8 million of unamortized debt issuance costs, $ 6.1 million of outstanding letters of credit, and $ 61.2 million outstanding primarily under finance leases and other debt.

We had $ 271.4 million available for use under the Facilities at July 31, 2025.

The borrowings outstanding as of July 31, 2025 under the Facilities accrue interest at 6.96 % per annum, and our weighted-average borrowing rate for borrowings outstanding during the nine months ended July 31, 2025 and 2024 was 6.81 % and 6.69 %, respectively.

We were in compliance with our debt covenants as of July 31, 2025.

Retirement Plans

We maintain a non-qualified deferred compensation plan covering members of the Board of Directors and certain key employees.

As of April 30, 2025 and October 31, 2024, the liability associated with the deferred compensation plan was approximately $ 3.9 million and $ 4.7 million, respectively.

As of July 31, 2025 and October 31, 2024, the liability associated with the deferred compensation plan was approximately $ 4.1 million and $ 4.7 million, respectively.

We record the current portion of liabilities associated with these plans under the caption “Accrued liabilities,” and the long-term portion under the caption “Other liabilities” in the accompanying condensed consolidated balance sheets.

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Discrete items include, among others, such events as changes in estimates due to the finalization of tax returns, tax audit settlements, expiration of statutes of limitations, tax benefits on equity compensation, and increases or decreases in valuation allowances on deferred tax assets.

Our estimated annual effective tax rates from continuing operations for the six m onths ended April 30, 2025 and 2024 were 18.2 % and 21.6 %, respectively.

Our estimated annual effective tax rates from continuing operations for the nine months ended July 31, 2025 and 2024 were 2.5 % and 21.2 %, respectively.

The difference between our estimated annual effective income tax rate and the U.S.

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tax rate differential and other permanent differences.

The primary discrete item affecting the 2025 effective rate was the benefit of $ 0.4 million related to the vesting or exercise of equity-based compensation awards.

The primary discrete item affecting the 2025 effective rate was the benefit of $ 10.8 million related to the goodwill impairment.

The primary discrete items affecting the 2024 effective rate were the benefit of $ 0.4 million related to the vesting or exercise of equity-based compensation awards and a charge of $ 0.7 million related to the true up of the deferred tax rate.

We evaluate the likelihood of realization of our deferred tax assets by considering both positive and negative evidence.

We maintain a valuation allowance for certain state net operating losses which totaled $ 0.8 million as of April 30, 2025 and October 31, 2024, respectively.

We also maintain a valuation allowance for capital losses which totaled $ 3.3 million as of April 30, 2025 and October 31, 2024, respectively .

We maintain a valuation allowance for certain state net operating losses which totaled $ 0.2 million and $ 0.8 million as of July 31, 2025 and October 31, 2024, respectively.

We also maintain a valuation allowance for capital losses which totaled $ 3.5 million and $ 3.3 million as of July 31, 2025 and October 31, 2024, respectively .

On July 4, 2025, the One Big Beautiful Bill Act was enacted.

There were multiple business tax provisions that have an impact to the company, including a reclass of our income tax payable and deferred tax liability related to the timing differences on fixed assets depreciation.

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Contingencies

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While we believe that our product was not defective and that we would prevail in these commercial sealant product claims if taken to trial, the timing, ultimate resolution and potential impact of these claims is not currently determinable.

Nevertheless, after taking into account all currently available

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

information, including our defenses, the advice of our counsel, and the extent and currently-expected availability of our existing insurance coverage, we believe that the eventual outcome of these commercial sealant claims will not have a material adverse effect on our overall financial condition, results of operations or cash flows, and we have not recorded any accrual with regard to these claims.

Nevertheless, after taking into account all currently available information, including our defenses, the advice of our counsel, and the extent and currently-expected availability of our existing insurance coverage, we believe that the eventual outcome of these commercial sealant claims will not have a material adverse effect on our overall financial condition, results of operations or cash flows, and we have not recorded any accrual with regard to these claims.

Fair Value Measurement of Assets and Liabilities

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Our outstanding debt is variable rate debt that re-prices frequently, thereby limiting our exposure to significant change in interest rate risk.

As a result, the fair value of our debt instrument approximates carrying value at April 30, 2025, and October 31, 2024 (Level 2 measurement).

As of April 30, 2025, we have outstanding forward foreign exchange contracts to hedge our foreign currency exposures against the U.S.

Dollar (“USD”) to Great British Pound (“GBP”), with a notional principal amount of $ 1.0 million, and foreign currency exposures against the Mexican Peso (“MXN”) to USD, with a notional principal amount of $ 10.0 million.

Hedge accounting is not applied to our forward exchange contracts.

These contracts have a range of maturities up to June 17, 2025.

Our forward foreign exchange contracts are adjusted to fair value by recording gains and losses to “Other, net,” and we record the related asset or liability to “Other Assets” or “Current Liabilities” in the accompanying condensed consolidated statement of income and condensed consolidated balance sheets, respectively.

During the six months ended April 30, 2025 and 2024, we recognized a net gain of $ 0.8 million and zero , respectively, related to our forward foreign exchange contracts.

The value of our forward foreign exchange contracts fluctuate based on exchange rate fluctuations against USD to GBP, and MXN to USD (L evel 2 measurements).

As of April 30, 2025, we have $ 2.9 million outstanding Bonds for the Reconstruction for a Free Argentina (“BOPREAL”) issued by the Argentine Central Bank, which we record under the caption “ Prepaid and other current assets ” in the accompanying condensed consolidated balance sheets.

The BOPREAL bond subscription in Argentine Pesos (“ARS”) will settle in USD and the proceeds will be used to repay intercompany payables.

These bonds have a range of maturities up to June 30, 2025.

We estimate total proceeds of the BOPREAL bonds to be approximately $ 2.7 million after $ 0.3 million deduction of taxes and transaction fees.

The value of the BOPREAL bonds fluctuates based on exchange rate fluctuations against ARS to USD (L evel 2 measurements).

As a result, the fair value of our debt instrument approximates carrying value at July 31, 2025, and October 31, 2024 (Level 2 measurement).

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

During the nine months ended July 31, 2025, we used forward foreign exchange contracts to hedge our foreign currency exposures against the U.S.

Dollar (“USD”) to Great British Pound (“GBP”) and Mexican Peso (“MXN”) to USD.

We did not apply hedge accounting to our forward exchange contracts.

During the nine months ended July 31, 2025 and 2024, we recognized a net gain of $ 0.3 million and zero , respectively, related to our forward foreign exchange contracts.

As of July 31, 2025, we do not have any foreign exchange contracts outstanding.

During the nine months ended July 31, 2025, we subscribed to Bonds for the Reconstruction for a Free Argentina (“BOPREAL”) issued by the Argentine Central Banks.

The BOPREAL bond subscriptions were denominated in Argentine Pesos (“ARS”) and settled in USD during the three months ended July 31, 2025, resulting in total proceeds of the BOPREAL bonds to be appr oximately $ 2.6 million after $ 0.1 million deduction of taxes and transaction fees.

As of July 31, 2025, we do not have any BOPREAL bond subscriptions outstanding.

Stock-Based Compensation

5 unchanged sentences

As approved by the Compensation & Management Development Committee of our Board of Directors annually, we grant a mix of restricted stock awards, performance shares and performance restricted stock units to officers, management and key employees.

We also historically

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

granted stock options to certain officers, directors and key employees.

We also historically granted stock options to certain officers, directors and key employees.

Occasionally, we may make additional grants to key employees at other times during the year.

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Shares are generally issued from treasury stock at the time of grant.

A summary of non-vested restricted stock awards activity during the six months ended April 30, 2025 is presented below:

A summary of non-vested restricted stock awards activity during the nine months ended July 31, 2025 is presented below:

Restricted Stock Awards Weighted-Average

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Vested ( 84,100 ) 22.95

Non-vested at April 30, 2025 256,700 $ 28.28

The total weighted-average grant-date fair value of restricted stock awards that vested during each of the six months ended April 30, 2025 and 2024 was $ 1.9 million and $ 1.4 million, respectively.

As of April 30, 2025, total unrecognized compensation cost related to unamortized restricted stock awards was $ 4.2 million.

Non-vested at July 31, 2025 260,382 $ 28.16

The total weighted-average grant-date fair value of restricted stock awards that vested during each of the nine months ended July 31, 2025 and 2024 was $ 1.9 million and $ 1.4 million, respectively.

As of July 31, 2025, total unrecognized compensation cost related to unamortized restricted stock awards was $ 3.7 million.

We expect to recognize this expense over the remaining weighted-average vesting period of 2.0 years.

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Our stock options may be exercised up to a maximum of ten years from the date of grant.

The fair value of the stock options was determined on the grant date and expensed over the vesting period resulting in an increase in additional paid-in-capital.

The fair value of the stock options was determined on the grant date and expensed over the vesting period resulting in an

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

increase in additional paid-in-capital.

For employees who were nearing retirement-eligibility, we recognize stock option expense ratably over the shorter of the vesting period or the period from the grant-date to the retirement-eligibility date.

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A description of the methodology for the valuation assumptions was disclosed in our Annual Report on Form 10-K for the fiscal year ended October 31, 2024.

The following table summarizes our stock option activity for the six months ended April 30, 2025:

The following table summarizes our stock option activity for the nine months ended July 31, 2025:

Stock Options Weighted-Average

4 unchanged sentences

Exercised ( 9,300 ) 19.97

Outstanding at April 30, 2025 68,950 $ 19.38 1.1 $ —

Vested at April 30, 2025 68,950 $ 19.38 1.1 $ —

Exercisable at April 30, 2025 68,950 $ 19.38 1.1 $ —

Outstanding at July 31, 2025 68,950 $ 19.38 0.8 $ 7

Vested at July 31, 2025 68,950 $ 19.38 0.8 $ 7

Exercisable at July 31, 2025 68,950 $ 19.38 0.8 $ 7

Intrinsic va lue is the amount by which the market price of the common stock on the date of exercise exceeds the exercise price of the stock option.

The total intrinsic value of stock options exercised during the six months ended April 30, 2025 and 2024 was $ 0.1 million and $ 0.4 million, respectively.

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The total intrinsic value of stock options exercised during the nine months ended July 31, 2025 and 2024 was $ 0.1 million and $ 0.4 million, respectively.

Restricted Stock Units

5 unchanged sentences

Accordingly, we record a liability for the restricted stock units on our balance sheet and recognize any changes in the market value during each reporting period as compensation expense.

During the six months ended April 30, 2025 and 2024, non-employee directors received 28,240 and 26,215 restricted stock units, respectively, at a weighted-average grant date fair value of $ 29.02 per share and $ 20.70 per share, respectively, which vested immediately.

During the six months ended April 30, 2025 and 2024, 45,703 and zero restricted stock units, which were awarded to key employees, vested, respectively.

During the six months ended April 30, 2025, we paid $ 1.1 million and $ 0.6 million for the comparable prior year to settle vested restricted stock units awarded to key employees and $ 0.6 million to a non-employee director who retired from the Board of Directors during the six months ended April 30, 2025.

During the nine months ended July 31, 2025 and 2024, non-employee directors received 28,240 and 26,215 restricted stock units, respectively, at a weighted-average grant date fair value of $ 29.02 per share and $ 20.70 per share, respectively, which vested immediately.

During the nine months ended July 31, 2025 and 2024, 61,206 and zero restricted stock units, which were awarded to key employees, vested, respectively, and 1,998 and zero restricted stock units were forfeited for the same periods, respectively.

During the nine months ended July 31, 2025, we paid $ 1.4 million and $ 0.6 million for the comparable prior year to settle vested restricted stock units awarded to key employees and $ 0.6 million to a non-employee director who retired from the Board of Directors during the nine months ended July 31, 2025.

Performance Share Awards

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Depending on the achievement of the performance conditions, 0 % to 200 % of the December 2022 and December 2023 awarded performance shares may ultimately vest and 0% to 250% of the December 2024 performance share may ultimately vest.

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following table summarizes our performance share grants and the grant date fair value for the performance metrics:

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The number of shares earned is variable depending on the metric achieved, and the settlement method is 100 % in our common stock, with accrued dividends paid in cash at the time of vesting, assuming the shares had been outstanding throughout the performance period.

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

To value the performance restricted stock units, we used a Monte Carlo simulation model to arrive at a grant-date fair value.

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March 1, 2025 2,200 $ 18.89 —

During the six months ended April 30, 2025 , 69,825 performance restricted stock units vested.

During the nine months ended July 31, 2025 , 69,825 performance restricted stock units vested.

The performance restricted stock units are not considered outstanding shares, do not have voting rights, and are exclud ed from diluted weighted-average shares used to calculate earnings per share until the performance criteria is probable to result in the issuance of contingent shares.

As of April 30, 2025, w e have deemed 19,786 shares related to the December 2022 grant of performance restricted stock units as probable to vest.

The following table summarizes amounts expensed as selling, general and administrative expense related to restricted stock awards, stock options, restricted stock units, performance share awards and performance restricted stock units for the three and six months ended April 30, 2025 and 2024 (in thousands):

Three Months Ended Six Months Ended

April 30, April 30,

As of July 31, 2025, w e have deemed 31,189 shares related to the December 2022 grant of performance restricted stock units as probable to vest.

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following table summarizes amounts expensed as selling, general and administrative expense related to restricted stock awards, stock options, restricted stock units, performance share awards and performance restricted stock units for the three and nine months ended July 31, 2025 and 2024 (in thousands):

Three Months Ended Nine Months Ended

July 31, July 31,

2025 2024 2025 2024

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A deficiency of such proceeds relative to costs would be applied to reduce paid-in-capital associated with prior issuances to the extent available, with the remainder recorded as a charge to retained earnings.

There were no charges to retained earnings during the six months ended April 30, 2025.

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following table summarizes the treasury stock activity during the six months ended April 30, 2025:

Six Months Ended

April 30, 2025

There were no charges to retained earnings during the nine months ended July 31, 2025.

The following table summarizes the treasury stock activity during the nine months ended July 31, 2025:

Nine Months Ended

July 31, 2025

Beginning Balance as of November 1, 2024 4,014,431

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Treasury stock repurchases 1,509,407

Balance at April 30, 2025 5,240,713

Other, net on the condensed consolidated statements of income consisted of the following for the three and six months ended April 30, 2025 and 2024 (in thousands):

Three Months Ended Six Months Ended

April 30, April 30,

Balance at July 31, 2025 5,337,031

Other, net on the condensed consolidated statements of income consisted of the following for the three and nine months ended July 31, 2025 and 2024 (in thousands):

Three Months Ended Nine Months Ended

July 31, July 31,

2025 2024 2025 2024

Foreign currency transaction losses $ ( 1,003 ) $ ( 46 ) $ ( 831 ) $ ( 56 )

Foreign currency derivative gains 486 — 835 —

Pension service benefit — ( 141 ) 11 624

Foreign currency transaction gains (losses) $ 949 $ ( 38 ) $ 118 $ ( 94 )

Foreign currency derivative gains (losses) ( 546 ) 9,200 289 9,200

Pension service (costs) benefit ( 50 ) — ( 39 ) 903

Interest income 591 300 1,678 772

1 unchanged sentence

Other, net $ 855 $ 9,474 $ 1,925 $ 10,520

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Segment Information

We present four reportable segments in accordance with ASC Topic 280-10-50, “Segment Reporting” (ASC 280):

In our Annual Report on Form 10-K as of October 31, 2024 and our Quarterly Reports on Form 10- Q as of January 31, 2025 and April 30, 2025, respectively, we presented four reportable segments in accordance with ASC Topic 280-10-50, “Segment Reporting” (ASC 280):

(1) NA Fenestration, comprising four operating segments primarily focused on the fenestration market in North America including vinyl profiles, insulating glass spacers, screens, custom compound mixing, and other fenestration components;

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and (4) Tyman, which was acquired on August 1, 2024, comprising a leading international supplier of engineered fenestration components and access solutions to the construction industry.

We maintain a grouping called Unallocated Corporate & Other, which includes transaction expenses, stock-based compensation, long-term incentive awards based on the performance of our common stock and other factors, certain severance and legal costs not deemed to be allocable to all segments, depreciation of corporate assets, interest expense, other, net, income taxes and inter-segment eliminations, and executive incentive compensation and medical expense fluctuations relative to planned costs as determined during the annual planning process.

During the third quarter of 2025, we restructured our reportable segments due to changes in our organizational structure and how our CODM makes key operating decisions, allocates resources and assesses the performance of our business.

As a result, we now report in three operating segments:

Hardware Solutions, which provides window and door hardware and screens;

Extruded Solutions, which supplies insulating glass spacers, vinyl window and door profiles, seals, and weatherstripping;

and Custom Solutions, which provides wood, mixing, and building access solutions.

We continue to maintain a grouping called Unallocated Corporate & Other, which includes transaction expenses, stock-based compensation, long-term incentive awards based on the performance of our common stock and other factors, certain severance and legal costs not deemed to be allocable to all segments, depreciation of corporate assets, interest expense, other, net, income taxes and inter-segment eliminations, and executive incentive compensation and medical expense fluctuations relative to planned costs as determined during the annual planning process.

Other general and administrative costs associated with the corporate office are allocated to the reportable segments, based upon a relative measure of profitability in order to more accurately reflect each reportable business segment's administrative costs.

The accounting p olicies of our operating segments are the same as those used to prepare the accompanying condensed consolidated financial statements.

Corporate general and administrative expense allocated during the three and six month period ended April 30, 2025 was $ 10.0 million and $ 17.9 million, respectively, and $ 6.9 million and $ 14.2 million for the comparable prior year periods.

Corporate general and administrative expense allocated during the three and nine month periods ended July 31, 2025 was $ 11.5 million and $ 29.4 million, respectively, and $ 6.6 million and $ 20.8 million for the comparable prior year periods.

ASC Topic 280-10-50, “Segment Reporting” (ASC 280) permits aggregation of operating segments based on factors including, but not limited to:

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Segment information for the three and six months ended April 30, 2025 and 2024, and total assets as of April 30, 2025 and October 31, 2024 are summarized in the following table (in thousands):

NA Fenestration EU Fenestration NA Cabinet Comp.

Tyman Unallocated Corp.

Segment information for the three and nine months ended July 31, 2025 and 2024, and total assets as of July 31, 2025 and October 31, 2024 are summarized in the following table (in thousands):

Hardware Solutions Extruded Solutions Custom Solutions Unallocated Corp.

& Other Total

Three Months Ended April 30, 2025

Three Months Ended July 31, 2025

Net sales $ 227,116 $ 174,427 $ 102,264 $ ( 8,534 ) 495,273

Depreciation and amortization 16,987 6,989 4,716 5,190 33,882

Operating loss ( 157,445 ) ( 24,867 ) ( 76,093 ) ( 12,430 ) ( 270,835 )

Capital expenditures 6,009 4,981 3,258 204 14,452

Three Months Ended July 31, 2024

Net sales $ 75,460 $ 134,552 $ 72,667 $ ( 2,334 ) $ 280,345

Depreciation and amortization 1,225 5,460 4,211 57 10,953

Operating income (loss) 8,237 20,654 1,924 ( 7,373 ) 23,442

Capital expenditures 2,278 2,728 1,204 42 6,252

Three Months Ended April 30, 2024

Nine Months Ended July 31, 2025

Net sales $ 614,791 $ 478,024 $ 284,809 $ ( 29,829 ) $ 1,347,795

Depreciation and amortization 38,818 22,066 15,693 1,237 77,814

Operating (loss) income ( 160,550 ) 14,155 ( 68,973 ) ( 21,524 ) ( 236,892 )

Capital expenditures 16,305 15,004 7,519 2,168 40,996

Nine Months Ended July 31, 2024

Net sales $ 204,127 $ 379,860 $ 208,201 $ ( 6,487 ) $ 785,701

Depreciation and amortization 3,531 16,616 12,685 167 32,999

Operating income (loss) 15,940 54,404 1,695 ( 20,043 ) 51,996

Capital expenditures 9,874 7,739 5,398 424 23,435

Six Months Ended April 30, 2025

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following tables reconcile our segment presentation, as previously reported in our Quarterly Report on Form 10-Q for the three and nine months ended July 31, 2024, to the current presentation (in thousands):

NA Fenestration EU Fenestration NA Cabinet Components Unallocated Corp.

& Other Total

Three Months Ended July 31, 2024

Net sales $ 170,258 $ 59,617 $ 51,448 $ ( 978 ) $ 280,345

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Capital expenditures 4,339 847 1,024 42 6,252

Six Months Ended April 30, 2024

Hardware Solutions (1)

Extruded Solutions (2)

Custom Solutions (3)

Unallocated Corp.

& Other Total

Three Months Ended July 31, 2024

Net sales $ 75,460 $ 134,552 $ 72,667 $ ( 2,334 ) $ 280,345

2 unchanged sentences

Capital expenditures 2,278 2,728 1,204 42 6,252

As of April 30, 2025

Total assets $ 407,552 $ 244,562 $ 145,170 $ 916,393 $ 594,589 $ 2,308,266

As of October 31, 2024

Total assets $ 373,934 $ 239,501 $ 147,907 $ 1,243,265 $ 315,181 $ 2,319,788

The following table summarizes the change in the carrying amount of goodwill by reportable business segment for the six months ended April 30, 2025 (in thousands):

NA Fenestration EU Fenestration NA Cabinet Comp.

Tyman Unallocated Corp.

NA Fenestration EU Fenestration NA Cabinet Components Unallocated Corp.

& Other Total

Nine Months Ended July 31, 2024

Net sales $ 478,027 $ 165,637 $ 145,663 $ ( 3,626 ) $ 785,701

Depreciation and amortization 15,887 7,705 9,240 167 32,999

Operating income (loss) 44,652 30,597 ( 3,209 ) ( 20,044 ) 51,996

Capital expenditures 15,799 3,253 3,959 424 23,435

Hardware Solutions (1)

Extruded Solutions (2)

Custom Solutions (3)

Unallocated Corp.

& Other Total

Nine Months Ended July 31, 2024

Net sales $ 204,127 $ 379,860 $ 208,201 $ ( 6,487 ) $ 785,701

Depreciation and amortization 3,531 16,616 12,685 167 32,999

Operating income (loss) 15,940 54,404 1,695 ( 20,043 ) 51,996

Capital expenditures 9,874 7,739 5,398 424 23,435

(1) The Hardware Solutions segment contains a portion of the previously reported NA Fenestration segment.

(2) The Extruded Solutions segment contains a portion of the NA Fenestration segment and the EU Fenestration segment.

(3) The Custom Solutions segment contains a portion of the NA Fenestration segment and the NA Cabinet Components segment.

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following table summarizes the change in the carrying amount of goodwill by reportable business segment for the nine months ended July 31, 2025 (in thousands):

Hardware Solutions Extruded Solutions Custom Solutions Unallocated Corp.

& Other Total

Balance as of October 31, 2024 $ 170,367 $ 243,633 $ 160,711 $ — $ 574,711

Measurement period adjustment 6,984 ( 9,986 ) ( 987 ) — ( 3,989 )

Asset impairment charge ( 163,198 ) ( 54,934 ) ( 84,152 ) — ( 302,284 )

Foreign currency translation adjustment 428 2,366 227 — 3,021

Balance as of April 30, 2025 $ 80,105 $ 69,615 $ 39,147 $ 390,243 $ — $ 579,110

Balance as of July 31, 2025 $ 14,581 $ 181,079 $ 75,799 $ — $ 271,459

As a result of the impairment test performed during the three months ended July 31, 2025, we recognized non-cash goodwill impairment losses totaling $ 302.3 million .

Of this amount, $ 163.2 million pertains to two out of the three reporting units within the Hardware Solutions reportable segment, $ 54.9 million relates to one of the four reporting units within Extruded Solutions, and $ 84.2 million impacts all three reporting units within the Custom Solutions reportable segment.

One of the reporting units within Hardware Solutions and one reporting unit within Custom Solutions were fully impaired, resulting in seven reporting units remaining with goodwill.

For further details of Goodwill, see Note 6, “Goodwill & Intangible Assets,” located herewith.

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

We did not allocate non-operating loss or income tax benefit to the reportable segments.

The following table reconciles operating income as reported above to net income for the three and six months ended April 30, 2025 and 2024 (in thousands):

Three Months Ended Six Months Ended

April 30, April 30,

See Note 2, “Acquisition”, for further details on the measurement period adjustments.

We did not allocate non-operating amounts or income tax impacts to the reportable segments.

The following table reconciles operating income as reported above to net income for the three and nine months ended July 31, 2025 and 2024 (in thousands):

Three Months Ended Nine Months Ended

July 31, July 31,

2025 2024 2025 2024

Operating income $ 40,921 $ 20,637 $ 33,943 $ 28,554

Operating (loss) income $ ( 270,835 ) $ 23,442 $ ( 236,892 ) $ 51,996

Interest expense ( 14,218 ) ( 878 ) ( 42,344 ) ( 2,896 )

Other, net 855 9,474 1,925 10,520

Income tax expense ( 6,307 ) ( 4,314 ) ( 1,257 ) ( 5,956 )

Net income $ 20,515 $ 15,377 $ 5,630 $ 21,626

Income tax benefit (expense) 8,191 ( 6,688 ) 6,934 ( 12,644 )

Net (loss) income $ ( 276,007 ) $ 25,350 $ ( 270,377 ) $ 46,976

QUANEX BUILDING PRODUCTS CORPORATION

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GAAP and contingent shares associated with performance share awards, if dilutive.

Basic and diluted earnings per share for the three and six months ended April 30, 2025 and 2024 were calculated as follows (in thousands, except per share data):

Basic and diluted earnings per share for the three and nine months ended July 31, 2025 and 2024 were calculated as follows (in thousands, except per share data):

Net (Loss) Income Weighted-Average Shares Per Share

Three Months Ended April 30, 2025

Basic earnings per common share $ 20,515 46,483 $ 0.44

Effect of dilutive securities:

Stock options — — —

Restricted stock awards — 60 —

Performance restricted stock units — 20 —

Diluted earnings per common share $ 20,515 46,563 $ 0.44

Three Months Ended April 30, 2024

Three Months Ended July 31, 2025

Basic and diluted loss per common share $ ( 276,007 ) 45,691 $ ( 6.04 )

Three Months Ended July 31, 2024

Basic earnings per common share $ 25,350 32,876 $ 0.77

4 unchanged sentences

Diluted earnings per common share $ 25,350 33,106 $ 0.77

Six Months Ended April 30, 2025

Nine Months Ended July 31, 2025

Basic and diluted loss per common share $ ( 270,377 ) 46,395 $ ( 5.83 )

Effect of dilutive securities:

Stock options — 11 —

Restricted stock awards — 84 —

Performance restricted stock units — 20 —

Diluted earnings per common share $ 5,630 46,868 $ 0.12

Six Months Ended April 30, 2024

Nine Months Ended July 31, 2024

Basic earnings per common share $ 46,976 32,857 $ 1.43

5 unchanged sentences

We do not include equity instruments in our calculation of diluted earnings per share if those instruments would be anti-dilutive.

We had 41,871 and 17,580 of anti-dilutive restricted stock award equivalents for the three and six months ended April 30, 2025, respectively, and no corresponding equivalents for the comparable prior year periods.

We had anti-dilutive restricted stock award equivalents for the three and nine months ended July 31, 2025 of 37,142 and 21,538 , respectively, and zero and 1,364 for the comparable prior year periods.

Such dilution is dependent on the excess of the market price of our stock over the exercise price and other components of the treasury stock method.

3 unchanged sentences

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standards setting bodies that we adopt as of the specified effective date.

We did not adopt any new accounting pronouncements during the three and six months ended April 30, 2025.

We did not adopt any new accounting pronouncements during the three and nine months ended July 31, 2025.

Accounting Standards Not Yet Adopted

48 unchanged sentences

• our ability to maintain good relationships with our suppliers, subcontractors, and key customers;

• the impairment of goodwill or our long-lived assets;

• the resolution of litigation and other legal proceedings.

6 unchanged sentences

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-Q

Item 1. Financial Statements