What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-12-12 compared with 2024-12-16 · 408 added, 238 removed, 1117 unchanged (37% of the section changed)

6 unchanged sentences

Consolidated Balance Sheets 42

Consolidated Statements of Income 41

Consolidated Statements of Comprehensive Income 42

Consolidated Statement of Stockholders’ Equity 43

Consolidated Statements of (Loss) Income

Consolidated Statements of Comprehensive (Loss) Income

Consolidated Statements of Stockholders’ Equity

Consolidated Statements of Cash Flow 46

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Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of Quanex Building Products Corporation (a Delaware corporation) and subsidiaries (the “Company”) as of October 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended October 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of October 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended October 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated balance sheets of Quanex Building Products Corporation and subsidiaries (the “Company”) as of October 31, 2025 and 2024, the related consolidated statements of (loss) income, comprehensive (loss) income, stockholders' equity, and cash flow for each of the three years in the period ended October 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of October 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended October 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of October 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated December 12, 2025 expressed an adverse opinion.

Basis for opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

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.

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Critical audit matter

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

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

Quantitative goodwill impairment assessment of the reporting unit included in the North American Cabinet Components operating segment

As described in Note 1 to the financial statements, the Company performs its annual goodwill impairment test as of August 31.

The Company performed a quantitative assessment of the reporting unit included in the North American Cabinet Components operating segment primarily due to the history of a narrow margin of fair value over carrying value in the quantitative assessments performed in prior years.

We identified the estimation of the fair value of this reporting unit as a critical audit matter.

The principal considerations for our determination that the estimation of the fair value of this reporting unit is a critical audit matter relates to the use of the income approach which is one method management uses to estimate the fair value of the reporting unit.

Auditing the fair value of the reporting unit involved a high degree of auditor judgment, subjectivity and audit effort in evaluating management’s significant assumptions used in the income approach, including future cash flows related to the reporting unit and the weighted average cost of capital (WACC).

Quantitative goodwill impairment assessment of each of the Company’s reporting units

As described in Note 1 to the financial statements, the Company performs its annual goodwill impairment test as of August 31, or more frequently if indicators of impairment exist.

In the third quarter of 2025 the Company tested goodwill for impairment due to the restructuring of its reportable segments.

Also, during the fourth quarter of 2025, the Company tested goodwill for impairment due to the identified triggering event related to the decline in the Company’s stock price.

We identified the estimation of the fair value of the reporting units as a critical audit matter.

The principal consideration for our determination that the estimation of the fair value of the reporting units is a critical audit matter relates to the use of the income approach which is one method management uses to estimate the fair value of the reporting units.

Auditing the fair value of the reporting units involved a high degree of auditor judgment, subjectivity and audit effort in evaluating management’s significant assumptions used in the income approach, including future cash flows related to the reporting units and the weighted average cost of capital (WACC).

In addition, the audit effort involved the use of valuation specialists to assist in performing these procedures and evaluating the audit evidence obtained.

Our audit procedures related to the estimation of the fair value of this reporting unit included the following, among others.

Our audit procedures related to the estimation of the fair value of the reporting units included the following, among others.

• We tested the effectiveness of controls over goodwill impairment including those over the determination of fair value, including controls relating to management’s development of forecasts of future revenues, earnings, cash flows and WACC.

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Opinion on internal control over financial reporting

We have audited the internal control over financial reporting of Quanex Building Products Corporation (a Delaware corporation) and subsidiaries (the “Company”) as of October 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

We have audited the internal control over financial reporting of Quanex Building Products Corporation and subsidiaries (the “Company”) as of October 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

In our opinion, because of the effect of the material weakness described in the following paragraphs on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of October 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

A material weakness is a deficiency, or combination of control deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weakness has been identified and included in management’s assessment.

The following material weakness have been identified and included in management’s assessment.

Management identified a material weakness in internal controls related to the design and operation of controls over the Company’s preparation and review of the statement of cash flows.

The material weakness identified above was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2024 consolidated financial statements, and this report does not affect our report dated December 16, 2024, which expressed an unqualified opinion on those financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended October 31, 2025, and our report dated December 12, 2025 expressed an unqualified opinion on those financial statements.

Basis for opinion

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We believe that our audit provides a reasonable basis for our opinion.

Our audit of, and opinion on, the Company’s internal control over financial reporting does not include the internal control over financial reporting of Tyman plc, a wholly-owned subsidiary, whose financial statements reflect total assets and revenues constituting 54% and 16%, respectively, of the related consolidated financial statement amounts as of and for the year ended October 31, 2024.

As indicated in Management’s Annual Report on Internal Control Over Financial Reporting, Tyman plc, was acquired on August 1, 2024.

Managements assertion on the effectiveness of the Company’s internal control over financial reporting excluded internal controls over financial reporting of Tyman plc.

Definition and limitations of internal control over financial reporting

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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

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.

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Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

As permitted under the SEC rules, we have elected to exclude Tyman plc from management’s assessment of effectiveness of internal controls as of October 31, 2024.

Prior to acquisition by us on August 1, 2024, Tyman plc was listed publicly on the London Stock Exchange, which reported financial results pursuant to International Financial Reporting Standards and, therefore, had no requirement to comply with the Sarbanes-Oxley Act of 2002.

We are evaluating internal control procedures and expect to implement changes in internal control over financial reporting to fully comply with the Sarbanes-Oxley Act of 2002 during fiscal 2025.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of October 31, 2025, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework (2013).

Based on this assessment, management identified a material weakness in the Company’s internal control over financial reporting related to related to the design and operation of controls over the Company’s preparation and review of the statement of cash flows.

Based on this assessment, management identified a material weakness in the Company’s internal control over financial reporting related to the design and operation of controls over the Company’s preparation and review of the statement of cash flows.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.

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Income tax receivable

Prepaid and other current assets 29,097 11,558

Prepaid assets

32,387 23,419

Other current assets

Total current assets 573,775 611,268

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Deferred income taxes 135,993 162,304

Liability for uncertain tax positions — 250

Other liabilities 13,789 19,113

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QUANEX BUILDING PRODUCTS CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

CONSOLIDATED STATEMENTS OF (LOSS) INCOME

For the Years Ended October 31, 2025, 2024 and 2023

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Selling, general and administrative 277,261 190,470 123,957

Restructuring charges 10,191 — —

Depreciation and amortization 103,444 60,328 42,866

Operating income 54,826 110,701 111,281

Goodwill impairment charges 302,284 — —

Operating (loss) income

( 193,952 ) 54,826 110,701

Non-operating (expense) income:

1 unchanged sentence

Other, net 7,171 7,849 ( 5,519 )

Income before income taxes 42,082 97,046 109,763

(Loss) income before income taxes

( 242,593 ) 42,082 97,046

Income tax expense

Net income $ 33,059 $ 82,501 $ 88,336

Basic earnings per common share $ 0.91 $ 2.51 $ 2.67

Diluted earnings per common share $ 0.90 $ 2.50 $ 2.66

( 8,213 ) ( 9,023 ) ( 14,545 )

Net (loss) income

$ ( 250,806 ) $ 33,059 $ 82,501

Basic (loss) earnings per common share

$ ( 5.43 ) $ 0.91 $ 2.51

Diluted (loss) earnings per common share

$ ( 5.43 ) $ 0.90 $ 2.50

Weighted-average common shares outstanding:

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QUANEX BUILDING PRODUCTS CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

For the Years Ended October 31, 2025, 2024 and 2023

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(In thousands)

Net income $ 33,059 $ 82,501 $ 88,336

Other comprehensive income:

Foreign currency translation adjustments (loss) gain, net of tax ( 8,287 ) 8,542 ( 28,334 )

Net (loss) income

$ ( 250,806 ) $ 33,059 $ 82,501

Other comprehensive income (loss):

Foreign currency translation adjustments gain (loss), net of tax

10,989 ( 8,287 ) 8,542

Change in pension from net unamortized gain (pretax) — — 3,558

Change in pension from net unamortized gain tax expense — — ( 819 )

Total other comprehensive (loss) income, net of tax ( 8,287 ) 11,281 ( 27,652 )

Comprehensive income $ 24,772 $ 93,782 $ 60,684

Total other comprehensive income (loss), net of tax

10,989 ( 8,287 ) 11,281

Comprehensive (loss) income

$ ( 239,817 ) $ 24,772 $ 93,782

See notes to consolidated financial statements.

QUANEX BUILDING PRODUCTS CORPORATION

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Years Ended October 31, 2025, 2024 and 2023

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Foreign currency translation adjustments — — — — ( 8,287 ) — — ( 8,287 )

Change in pension from net unamortized gain (net of tax of expense of $ 819 )

— — — — 2,739 — — 2,739

Common dividends ($ 0.32 per share)

— — — ( 11,972 ) — — — ( 11,972 )

Treasury shares purchased, at cost — — — — — ( 275,000 ) ( 5,593 ) ( 5,593 )

Issuance of common stock, acquisition 14,139,477 142 449,918 — — — — 450,060

Expense related to stock-based compensation — — 2,952 — — — — 2,952

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Balance at October 31, 2024 51,266,501 $ 513 $ 701,008 $ 430,405 $ ( 46,428 ) ( 4,014,431 ) $ ( 74,752 ) $ 1,010,746

Net income — — — 33,059 — — — 33,059

Net loss — — — ( 250,806 ) — — — ( 250,806 )

Foreign currency translation adjustments — — — — 10,989 — — 10,989

1 unchanged sentence

— — — ( 14,889 ) — — — ( 14,889 )

Issuance of common stock, acquisition 14,139,477 142 449,918 — — — — 450,060

Treasury shares purchased, at cost — — — — — ( 1,709,119 ) ( 32,360 ) ( 32,360 )

Expense related to stock-based compensation — — 3,685 — — — 3,685

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Operating activities:

Net income $ 33,059 $ 82,501 $ 88,336

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

Net (loss) income

$ ( 250,806 ) $ 33,059 $ 82,501

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

Depreciation and amortization 103,444 60,328 42,866

(Gain) loss on disposition of capital assets ( 5,218 ) 278 109

Loss (gain) on disposition of capital assets

613 ( 5,218 ) 278

Stock-based compensation 3,685 2,952 2,521

1 unchanged sentence

Charge for deferred loan costs and debt discount — 3,469 —

Goodwill impairment charges

Gain on deal contingent foreign exchange forward currency contract — ( 6,512 ) —

Noncash restructuring charges

Other, net 7,114 4,495 1,529

Changes in assets and liabilities:

Decrease in accounts receivable 973 6,969 6,945

Decrease (increase) in inventory 33,484 30,024 ( 32,035 )

(Increase) decrease in accounts receivable

( 6,878 ) 973 6,969

Decrease in inventory

23,553 33,484 30,024

(Increase) decrease in other current assets

(Decrease) increase in accounts payable ( 35,824 ) ( 11,611 ) ( 3,047 )

Increase (decrease) in accrued liabilities 6,250 ( 4,249 ) ( 3,159 )

Increase (decrease) in income taxes payable 9,139 ( 9,009 ) ( 5,192 )

(Decrease) increase in deferred pension — ( 359 ) 77

( 3,653 ) 4,297 ( 1,880 )

Increase (decrease) in accounts payable

3,313 ( 35,824 ) ( 11,611 )

(Decrease) increase in accrued liabilities

( 9,657 ) 6,250 ( 4,249 )

Increase (decrease) in current income taxes payable

11,108 9,139 ( 9,009 )

(Decrease) increase in other long-term liabilities ( 4,693 ) ( 7,155 ) 683

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Purchase of treasury stock ( 32,360 ) — ( 5,593 )

Cash provided by (used for) financing activities 385,156 ( 16,151 ) ( 45,879 )

Cash (used for) provided by financing activities

( 127,480 ) 385,156 ( 16,151 )

Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 286 ) ( 8,853 ) 919

Increase in cash, cash equivalents and restricted cash 44,521 3,381 15,032

(Decrease) increase in cash, cash equivalents and restricted cash

( 24,877 ) 44,521 3,381

Cash, cash equivalents and restricted cash at beginning of period 102,995 58,474 55,093

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Nature of Operations

Quanex Building Products Corporation is a component supplier to original equipment manufacturers (OEMs) in the building products industry.

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 commercial 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.

For additional discussion of our reportable business segments, see Note 17, “Segment Information.” We use low-cost production processes and engineering expertise to provide our customers with specialized products for their specific window, door, and cabinet applications.

We believe these capabilities provide us with unique competitive advantages.

We serve a primary customer base in North America and the United Kingdom (U.K.), and also serve customers in international markets through our operating locations in the U.K., Germany, Mexico, Canada and Italy, as well as through sales and marketing efforts in other countries.

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

We have organized our business into three reportable business segments:

(1) Hardware Solutions, (2) Extruded Solutions, and (3) Custom Solutions.

For additional discussion of our reportable business segments, see Note 17, “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.

We believe these capabilities enhance our ability to provide value to our customers.

We serve a primary customer base in North America and the United Kingdom (U.K.), and also serve customers in international markets through our operating locations in Germany, Mexico, Canada, and Italy, as well as through sales and marketing efforts in other countries.

Unless the context indicates otherwise, references to “Quanex,” the “Company,” “we,” “us,” and “our” refer to the consolidated business operations of Quanex Building Products Corporation and its subsidiaries.

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

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO 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.

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We generally expense incremental costs of obtaining a contract when incurred because the amortization period would be less than one year.

Additionally, we do not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less.

Additionally, we do not disclose the value of unsatisfied performance obligations as our contract terms are less than one year.

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Pricing and sales i ncentives

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Disaggregation of revenue

We produce a wide variety of products that are used in the fenestration industry, including insulating glass spacer systems;

extruded vinyl products;

metal fabricated products;

and astragals, thresholds and screens.

In addition, we produce certain non-fenestration products, including kitchen and bath cabinet door and components, flooring and trim moldings, solar edge tape, plastic decking, fencing, water retention barriers, conservatory roof components, commercial building starts to evaluate the commercial access market, and other products.

We manufacture and distribute a diverse portfolio of products for OEMs operating in hardware, extrusion, and custom markets worldwide.

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 years ended October 31, 2025, 2024, and 2023 into groupings by segment which we believe depicts how the nature, amount, timing and uncertainty of our revenues and cash flows are affected by economic factors.

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(in thousands)

NA Fenestration:

United States - fenestration $ 491,307 $ 518,396 $ 609,572

International - fenestration 29,882 30,100 35,906

United States - non-fenestration 110,246 103,090 29,039

International - non-fenestration 18,623 15,896 12,941

$ 650,058 $ 667,482 $ 687,458

EU Fenestration:

International - fenestration $ 193,935 $ 191,871 $ 194,854

International - non-fenestration 36,777 58,903 67,204

Hardware Solutions:

Window and door hardware $ 552,825 $ 146,187 $ —

Screens 280,814 279,804 296,959

Other 8,035 1,848 —

$ 841,674 $ 427,839 $ 296,959

NA Cabinet Components:

United States - fenestration $ 14,913 $ 16,899 $ 17,696

United States - non-fenestration 182,494 195,866 254,726

International - non-fenestration 1,017 2,680 3,282

Extruded Solutions:

Window profiles $ 278,399 $ 255,816 $ 284,119

Seals and gaskets 80,916 21,321 —

Spacers 199,217 198,475 191,212

Solar 24,080 25,672 21,061

Flashing tape 9,825 18,263 16,271

Window and door hardware 39,726 11,177 —

Other 14,464 29,271 31,922

$ 646,627 $ 559,995 $ 544,585

United States - fenestration $ 127,749 $ — $ —

International - fenestration 75,082 — —

United States - non-fenestration 604 — —

Custom Solutions:

Wood solutions $ 200,104 $ 198,424 $ 215,445

Access solutions 101,904 25,792 —

Mixing solutions 86,202 85,225 82,916

$ 388,210 $ 309,441 $ 298,361

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Fixed costs related to excess manufacturing capacity are evaluated and expensed in the period, to ensure that inventory is properly capitalized.

Inventory quantities are regularly reviewed and provisions for excess or obsolete inventory are recorded primarily based on our forecast of future demand and our estimates regarding current and future market conditions.

Inventory quantities are regularly reviewed and write-downs for excess or obsolete inventory are recorded primarily based on our forecast of future demand and our estimates regarding current and future market conditions.

Significant unanticipated variances to our forecasts could require a change in the provision for excess or obsolete inventory, resulting in a charge to net income during the period of the change.

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To measure the impairment charge, we compare the carrying amount of the long-lived asset to its fair value, as determined by quoted market prices in active markets, if available, or by discounting the projected future cash flows.

This calculation of fair value requires us to develop and employ long-term forecasts of future operating results related to these assets.

These forecasts are based on assumptions about demand for our products and future market conditions.

This calculation of fair value requires us to develop and employ long-term forecas ts of future operating results related to these assets.

These forecasts are based on assumptions about demand for our products and future market condit ions.

Future events and unanticipated changes to these assumptions could require a provision for impairment, resulting in a charge to net income during the period of the change.

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When we originally value our intangible assets, we use a variety of techniques to establish the carrying value of the assets, including the relief from royalty method, excess current year earnings method and income method.

During the year ended October 31, 2022, our North American vinyl extrusion operations in our NA Fenestration segment experienced lower-than-expected operating results due to the continued impact of inflation and historical customer contracts which prevent us from passing on the full impact of higher costs to our customers.

We determined that this condition was an indicator of a triggering event which necessitated an evaluation of certain long-term assets used in this business for potential impairment.

We compared the projected undiscounted cash flows we expected to realize associated with these assets over the remaining useful lives of the primary operating assets to the net book value of the long-term assets and determined that these

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

assets were not impaired.

Should we be unable to successfully increase prices to offset inflation, it is possible that we could incur an impairment in the future.

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

In addition, during the fourth quarter of 2025, we noted a sustained decline in our stock price, which represented an additional triggering indicator of impairment.

We did not record any impairment charges related to property, plant and equipment or intangible assets with defined lives as a result of either impairment analyses.

There were no other indicators of triggering events noted for any period in the years ended October 31, 2025, 2024 and 2023.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In the third quarter of 2025, we tested goodwill for impairment as a result of the restructuring of our reportable segments.

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

Of the goodwill impairment amount recorded during the nine 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.

At our annual testing date, August 31, 2025, we had seven reporting units with goodwill balances:

three reporting units included in our NA Fenestration operating segment, two reporting units included in our EU Fenestration operating segment, one reporting unit included in our NA Cabinet Components operating segmen t, and one reporting unit in our Tyman operating segment, which was acquired on August 1, 2024.

We performed a qualitative assessment of the reporting units in the NA Fenestration, EU Fenestration, and Tyman operating segments.

two reporting units included in our Hardware Solutions operating segment, three reporting units included in our Extruded Solutions operating segment, and two reporting units included in our Custom Solutions operating segment.

We performed a qualitative assessment of the reporting units in all three reportable segments.

This review included an analysis of historical goodwill test results, operating results relative to forecast, projected results over the next five years, and other measures and concluded that there were no indicators of potential impairment associated with these reporting units.

Therefore, no additional testing was deemed necessary for these six reporting units.

Also, at our annual testing date, we performed a quantitative assessment of the reporting unit in our NA Cabinet Components segment primarily due to the impairment of goodwill during the second and fourth quarters of 2019 and the history of a narrow margin of fair value above carrying value in quantitative assessments performed in prior years.

We determined that the fair value of this reporting unit exceeded the carrying value an d concluded that no impairment was necessary.

During the fourth quarter of 2025, after reviewing general potential indicators of impairment and noting a triggering event related to the decline in stock price, we performed an interim impairment assessment as of September 30, 2025.

Based on the results of this analysis, no additional goodwill impairment was identified.

For additional discussion of the restructuring, see Note 1, “Nature of Operations, Basis of Presentation and Significant Accounting Policies - Restructuring.” For additional discussion of our goodwill, see Note 7, “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 17, “Segment Information.”

Restructuring

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

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

This restructuring aligns our business into three reportable 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 17, “Segment Information.”

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

As of October 31, 2025, we have paid $ 5.6 million in workforce alignment costs, with a remaining accrual of $ 0.7 million.

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

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.

We manage our exposure to losses for workers’ compensation, group medical, property, casualty and other insurance claims through a combination of self-insurance retentions and insurance coverage with third-party carriers.

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We do not record insurance recoveries until any contingencies relating to the claim have been resolved.

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Retirement Plans

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Spot rates (zero coupon bond yields) were developed from the curve and used to discount benefit payments associated with each future year.

During the year ended October 31, 2023, the defined benefit pension plan as terminated and the pension obligation was settled.

During the year ended October 31, 2023, the defined benefit pension plan was terminated and the pension obligation was settled.

Warranty Obligations

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Our ability to estimate our warranty obligations is subject to significant uncertainties, including changes in product design and our overall product sales mix.

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

We record the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and the amounts reported in our consolidated balance sheets, as well as net operating losses and tax credit carry forwards.

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The deferred tax assets, net of valuation allowance, offset the deferred liability within a jurisdiction.

The Company has elected to account for the tax effects of Global Intangible Low-Taxed Income (GILTI) as a current-period expense in the period the tax is incurred and, accordingly, does not recognize deferred tax assets or liabilities related to GILTI.

We evaluate our ongoing tax positions to determine if it is more-likely-than-not we will be successful in defending such positions if challenged by taxing authorities.

To the extent that our tax positions do not meet the more-likely-than-not criteria, we record a liability for uncertain tax positions.

As of October 31, 2024, we do not have any liability for uncertain tax positions recorded.

As of October 31, 2025, we accrued $ 0.7 million of unrecognized tax benefits primarily related to transfer pricing matters.

Derivative Instruments

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As such, these instruments are considered economic hedges, and are reflected in the operating activities section of the consolidated statements of cash flow.

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Foreign Currency Translation

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The resulting translation adjustments are recorded as a component of accumulated other comprehensive loss on the consolidated balance sheets.

We enter into transactions that are denominated in currencies other than our functional currency.

We enter into transactions throughout our locations that are denominated in currencies other than the applicable functional currency where they originated.

At each balance sheet date, we translate these asset or liability accounts to our functional currency and record unrealized transaction gains or losses.

When these assets or liabilities settle, we record realized transaction gains or losses.

These realized and unrealized gains or losses are included in the accompanying consolidated statements of income under the caption, “Other, net.”

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

These realized and unrealized gains or losses are included in the accompanying consolidated statements of (loss) income under the caption, “Other, net.”

Stock–Based Compensation

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This expense is recognized ratably over the vesting period.

Our non-vested restricted stock grants to officers and employees cliff vest over a three-year period with service and continued employment as the only vesting criteria.

Our non-vested restricted stock grants to officers and employees typically cliff vest over a three-year period or a three-year grated vesting schedule with service and continued employment as the only vesting criteria.

Our fair value determination of stock-based payment awards on the date of grant using an option-pricing model is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables.

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We esti mate that the performance measures will be met and shares will vest at target until the year of settlement (third year of cliff vesting).

As of October 31, 2024 , we have deem ed 78,589 p erformance share awards related to the December 2021 grants as probable to vest.

As of October 31, 2025, we have deemed none of the p erformance share awards related to the December 2022 grants are probable to vest.

Beginning with the December 2024 and March 2025 grant cycles, certain performance share awards include adjusted earnings per share as the primary vesting condition and apply return on net assets (“RONA”) as a performance modifier.

These awards also settle in cash.

The fair value of these awards is measured at grant and remeasured each reporting period based on changes in our stock price and the number of units expected to vest.

Compensation cost is recognized over the three-year requisite service period and adjusted for changes in estimated performance outcomes, including the impact of the RONA modifier.

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

We have also granted performance restricted stock units which settle in shares upon vesting.

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Similar to performance shares, the performance restricted stock units are not considered outstanding shares, do not have voting rights, and are excluded 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 October 31, 2024, we have deemed 69,877 shares related to the December 2021 grants of performance restricted stock units as probable to vest.

As of October 31, 2025, we have deemed none of the shares related to the December 2022 grants of performance restricted stock units are probable to vest.

Treasury Stock

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When we subsequently reissue these shares, proceeds in excess of cost upon the issuance of treasury shares are credited to additional paid-in-capital, while any deficiency is charged to retained earnings.

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Earnings per Share Data

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Noncash investing and financing activities:

(Decrease) increase in capitalized expenditures in accounts payable $ ( 2,229 ) $ 1,953 $ ( 1,692 )

Increase (decrease) in capitalized expenditures in accounts payable

$ 1,127 $ ( 2,229 ) $ 1,953

Issuance of common stock for acquisition — 450,060 —

Related Party Transactions

N et sales for the year ended October 31, 2024, 2023, and 2022 included approxim ately $ 1.2 million, $ 1.2 million and $ 1.9 million of transactions with a customer which is a related party with one of our non-employee directors.

Purchases for the year ended October 31, 2024, 2023, and 2022 included approxim ately $ 0.2 million, zero and zero of transactions with a customer which is a related party with one of our non-employee directors.

N et sales for the year ended October 31, 2025, 2024, and 2023 included approxim ately $ 2.0 million , $ 1.2 million and $ 1.2 million of transactions with customers which are related parties with two of our non-employee directors.

Purchases for the year ended October 31, 2025, 2024, and 2023 included approxim ately $ 0.1 million , $ 0.2 million and zero of transactions with a customer which is a related party with one of our non-employee directors.

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 in fair transactions.

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We have evaluated events occurring after the balance sheet date for possible disclosure as a subsequent event through the

date the financial statements were is sued.

date the consolidated financial statements were is sued.

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Tyman Acquisition

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

The aggregate consideration due pursuant to the Tyman Acquisition at closing comprised of 14,139,477 newly issued Quanex common shares (“New Quanex Shares”) and cash consideration of approximately $ 504.1 million (being the Pound Sterling amount of cash consideration of £ 392.2 million in respect of all of the Tyman Shares converted to U.S.

The aggregate consideration due pursuant to the Tyman Acquisition at closing comprised 14,139,477 newly issued Quanex common shares (“New Quanex Shares”) and cash consideration of approximately $ 504.1 million (being the Pound Sterling amount of cash consideration of £ 392.2 million in respect of all of the Tyman Shares converted to U.S.

Dollars at an exchange rate of 1.2855 ).

New Quanex Shares issued in connection with the Tyman Acquisition on the New York Stock Exchange took effect on August 2, 2024 and Tyman’s shares on the London Stock Exchange were canceled.

On June 12, 2024, in connection with the Tyman Acquisition, the Company, Wells Fargo Bank, National Association (“Wells Fargo Bank”, acting as agent, swingline lender and issuing lender, the “Agent”), the other entities therein specified in the capacities therein specified, and the lenders parties thereto, entered into an amendment to the Second Amended and Restated Credit Agreement, dated as of July 6, 2022 (the “Existing Credit Agreement”, and the Existing Credit Agreement as so

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

amended, the “Amended Credit Agreement”).

The Amended Credit Agreement did not become effective until August 1, 2024 upon the completion of the Tyman Acquisition.

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

As of October 31, 2024, 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.

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.

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

As of Date of

Opening Balance Sheet

Opening Balance Sheet Measurement Period Adjustments Final Purchase Price Allocation

(In thousands)

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Total Consideration, net of cash and cash equivalents $ 848,614 $ — $ 848,614

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.

We used recognized valuation techniques to determine the 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’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 17 , “Segment Information.”

During the fourth quarter of 2025, the Company recorded a $ 9.0 million discrete income tax charge related to post measurement period corrections to the deferred tax assets and liabilities established in the acquisition of Tyman.

This amount has been recognized through current-period income tax expense.

The discrete income tax charge is reflected in the line item “Income tax expense” in the Consolidated Statements of (Loss) Income for the year ended October 31, 2025, and is separately disclosed in the Company’s effective tax rate reconciliation.

For additional discussion, see Note 11, “Income Taxes”.

LMI Acquisition

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As consideration for the Purchased Assets, we paid $91.3 million in cash utilizing funds borrowed under our Credit Facility.

Subsequent to the Acquisition, we had approximately $ 215 million available for use under the Credit Facility.

Subsequent to the LMI Acquisition, we had approximately $ 215 million available for use under the Credit Facility.

For the twelve months ended October 31, 2023, our consolidated operating results included net sales of $ 75.6 million and operating income of $ 8.3 million associated with LMI.

In connection with the Acquisition, we amended our existing finance lease with Lauren Real Estate Hol ding LLC for the purpose of adding an additional lease renewal option and increasing rental space by approximately 60,000 square feet of rental space which was

In connection with the LMI Acquisition, we amended our existing finance lease with Lauren Real Estate Hol ding LLC for the purpose of adding an additional lease renewal option and increasing rental space by approximately 60,000 square feet of rental space which was added to the 313,595 square feet of rentable area located in Cambridge, Ohio.

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

added to the 313,595 square feet of rentable area located in Cambridge, Ohio.

The purchase price has been allocated to the fair value of the assets acquired and liabilities assumed, as indicated in the table below.

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Cash, net of cash and cash equivalents acquired $ 91,302

We used recognized valuation techniques to determine the preliminary fair value of the assets and liabilities, including the 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.

We used recognized valuation techniques to determine the fair value of the assets and liabilities, including the 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.

The goodwill balance is deductible for tax purposes.

LMI is allocated entirely to our North American Fenestration reportable operating segment.

LMI is allocated entirely to our Custom Solutions reportable segment.

Pro Forma Results

We calculated the pro forma impact of the Tyman and LMI acquisitions and the associated debt financing on our operating results for the twelve months ended October 31, 2024, 2023, and 2022.

We calculated the pro forma impact of the Tyman acquisition and the associated debt financing on our operating results for the twelve months ended October 31, 2024, and 2023.

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

Year ended October 31,

2024 2023 2022

(In thousands, except per share amounts)

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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 LMI pro forma adjustm ents relate to the elimination of LMI intercompany sales to our North American Fenestration reportable segment and related cost of sales, incremental depreciation and amortization expense associated with property, plant and equipment and intangible assets to affect the transactions, assu ming a November 1, 2021 effective date.

QUANEX BUILDING PRODUCTS CORPORATION

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Accounts receivable, net $ 205,384 $ 197,689

Accounts receivable, net as of October 31, 2023 was $ 97.3 million.

The changes in our allowance for credit losses were as follows (in thousands):

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Beginning balance as of November 1, 2024, 2023 and 2022

$ 254 $ 843 $ 289

Current period provision for expected credit

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Balance as of October 31, 2025, 2024 and 2023

$ 2,039 $ 254 $ 843

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

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Property, plant and equipment, net $ 411,591 $ 402,466

Depreciation expense for the years ended October 31, 2024, 2023, and 2022 was $ 34.9 million , $ 27.6 million and $ 26.9 million, respectively.

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 years ended

Depreciation expense, including amortization of finance leases, for the years ended October 31, 2025, 2024, and 2023 was $ 64.0 million , $ 34.9 million and $ 27.6 million, respectively.

As a result of push-down accounting related to the assets acquired

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

October 31, 2024, 2023, and 2022.

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 year ended October 31, 2025.

The reported balances of our property, plant and equipment as of October 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 years ended October 31, 2025, 2024, and 2023.

See further discussion at Note 1, “Nature of Operations, Basis of Presentation and Significant Accounting Policies - Long-Lived Assets - Property, Plant and Equipment and Intangible Assets with Defined Lives.”

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Acquisitions — 385,045

Measurement period adjustments ( 3,989 ) —

Goodwill impairment charge ( 302,284 ) —

Foreign currency translation adjustment 2,908 6,710

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$ 271,346 $ 574,711

At our annual testing date, August 31, 2024, we ha d seven reporting units with goodwill balances.

Three of these units were included in our NA Fenestration segment and had goodwill balances of $ 41.4 million, $ 35.9 million and $ 2.8 million, two units were included in our EU Fenestration segment with goodwill balances of $ 50.7 million and $ 16.5 million, our NA Cabinet Components segment had one unit with a goodwill balance of $ 39.1 million, and our Tyman segment, which was acquired on August 1, 2024, had one unit with a goodwill balance of $ 388.3 million.

The details of the results of our goodwill assessments during the year ended October 31, 2024 are more fully described at Note 1, “Nature of Operations, Basis of Presentation and Significant Accounting Policies - Long-Lived Assets - Goodwill.” For a summary of the change in the carrying amount of goodwill by segment, see Note 17, “Segment Information.”

In connection with our restructuring, we reassigned goodwill among certain of our reporting units using a relative 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 both the discounted cash flow method under the income approach and the market approach.

The resulting fair value was lower than the carrying value for certain reporting units as a result of the prolonged decline in our stock price through the testing date, driven by weaker consumer confidence and high levels of uncertainty across the industry, necessitating the recognition of a non-cash goodwill impairment charge of $302.3

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

million, which has been recorded in the consolidated statements of (loss) income within “Goodwill impairment charges” for the year ended October 31, 2025.

As a result of the restructuring in the third quarter of 2025, we had ten reporting units, nine of which comprised our goodwill balance prior to the goodwill impairment during the nine months ended July 31, 2025.

These ten reporting units were aggregated into our three reportable segments.

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

At our last annual test date, August 31, 2025, we evaluated the recoverability of goodwill at each of our seven reporting units with goodwill balances and determined that our goodwill was not impaired.

Based on the results of this analysis, no additional goodwill impairment was identified.

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 17, “Segment Information.” For additional discussion of our acquisition of Tyman plc and for further details on the measurement period adjustments, see Note 2, “Acquisitions.”

Identifiable Intangible Assets

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See additional disclosure at Note 1, "Nature of Operations, Basis of Presentation and Significant Accounting Policies - Restructuring."

In connection to the Tyman Acquisition, we added gross carrying intangibles of $ 352.3 million of customer relationships, and $ 187.2 million of trade names, with the weighted-average amortization of eighteen and nineteen years, respectively.

The aggregate amortization expense associated with identifiable intangible assets for the years ended October 31, 2025, 2024, and 2023 was $ 39.3 million, $ 21.6 million and $ 12.1 million, respectively.

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

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

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Total $ 549,137

We did no t incur impairment losses related to our identifiable intangible assets during the years ended October 31, 2024, 2023, and 2022.

As discussed in Note 1, "Nature of Operations, Basis of Presentation and Significant Accounting Policies - Long-Lived Assets,” we did not record any impairment charges related to property, plant and equipment or intangible assets as a result of the restructuring in the third quarter of 2025 or the decline in stock price in the fourth quarter of 2025.

We did not incur impairment losses related to our identifiable intangible assets during the years ended October 31, 2025, 2024, and 2023.

QUANEX BUILDING PRODUCTS CORPORATION

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In the event of default, outstanding borrowings 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 Facilities provides for incremental revolving credit commitments for a minimum principal amount of $ 10.0 million, up to an aggregate amount of the greater of (1) $ 310.0 million and (2) 100% of Consolidated EBITDA, subject to the lender's discretion to elect or decline the incremental increase.

The Facilities provide for incremental revolving credit commitments for a minimum principal amount of $ 10.0 million, up to an aggregate amount of the greater of (1) $ 310.0 million and (2) 100% of Consolidated EBITDA, subject to the lender's discretion to elect or decline the 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 Credit Agreement.

The Facilities contains a:

The Facilities contain a:

(1) Consolidated Interest Coverage Ratio requirement whereby we must not permit the Consolidated Interest Coverage Ratio, as defined, to be less than 3.00 to 1.00, and (2) Consolidated Net Leverage Ratio requirement whereby the Consolidated Net Leverage Ratio, as defined, must be greater than 3.25 to 1.00.

In addition to maintaining these financial covenants, the Facilities also limits our ability to enter into certain business transactions, such as to incur indebtedness or liens, to acquire businesses or dispose of material assets, make restricted payments, pay dividends (limited to $ 35.0 million per year) and other transactions as further defined in the Credit Facility.

In addition to maintaining these financial covenants, the Facilities also limit our ability to enter into certain business transactions, such as to incur indebtedness or liens, to acquire businesses or dispose of material assets, make restricted payments, pay dividends (limited to $ 35.0 million per year) and other transactions as further defined in the Credit Facility.

Some of these limitations, however, do not take effect so long as total leverage is less than or equal to 2.75 to 1.00 and available liquidity exceeds $ 25.0 million.

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The table below presents the scheduled maturity dates of our long-term debt outstanding (excluding deferred financing fees of $ 11.0 million) at October 31, 2025 (in thousands):

Facilities Finance Leases Aggregate Maturities

Facilities Finance Leases and Other

Aggregate Maturities

2026 $ 25,000 $ 8,351 $ 33,351

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We have a number of retirement plans covering substantially all employees.

We provide both defined benefit and defined contribution plans.

We have provided both defined benefit and defined contribution plans, though we terminated our defined benefit plan in 2023.

In general, an employee’s coverage for retirement benefits depends on the location of employment.

Defined Benefit Plan

Our non-contributory, single employer defined benefit pension plan covered certain of our employees in the U.S.

On January 1, 2020, we enacted changes to our pension plan whereby the benefits for all participants were frozen and thereafter those participants will receive increased benefits in the Company sponsored defined benefit plan in lieu of participation in a defined benefit plan.

As a result of freezing the plan on January 1, 2020, we remeasured the pension assets and obligations for the pension plan, which resulted in a decrease to our projected benefit obligation and a corresponding net actuarial gain that was recorded in accumulated other comprehensive income.

During the year ended October 31.

2023, we terminated our defined contribution plan and settled the obligation during the three months ended October 31, 2023.

During the year ended October 31, 2023, we terminated our defined benefit plan and settled the obligation during the three months ended October 31, 2023.

Until such time that the termination was complete, the participants received an interest related credit on their respective balance equivalent to the prevailing 30-year Treasury rate.

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For the remaining participants, the benefit formula was a traditional formula for retirement benefits, whereby the plan payed benefits to employees using a formula which considered years of service and pensionable compensation.

We contributed $ 6.3 million to the plan in connection with the termination and distribution of the obligation.

The net periodic benefit cost for the years ended October 2023 and 2022, was as follows (in thousands):

During the year ended October 31, 2023, we contributed $ 6.3 million to the plan in connection with the termination and distribution of the obligation.

The net periodic benefit cost for the year ended October 2023, was as follows (in thousands):

Year Ended October 31,

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Defined Contribution Plan

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

We also sponsor several defined contribution plans into which we and our employees make contributions.

We match 100 % up to between the first 3 % to 5 % of employee annual salary deferrals under our plan for all employees.

We also sponsor a defined contribution plan into which we and our employees make contributions.

We match 100 % of employee deferrals up to 5 % of eligible annual compensation for all employees under the plan.

We do not offer our common stock as a direct investment option under these plans.

For the years ended October 31, 2025, 2024 and 2023, we contributed approximately $ 10.4 million, $ 7.7 million and $ 6.5 million for these plans, respectively.

We have supplemental benefit plans covering certain executive officers and a non-qualified deferred compensation plan covering members of the Board of Directors and certain key employees.

A s of October 31, 2023, o ur liability under the supplemental benefit plan was approximately $ 2.0 million .

We have had supplemental benefit plans covering certain executive officers and currently have a non-qualified deferred compensation plan covering members of the Board of Directors and certain key employees.

During the year ended October 31, 2024, the supplemental benefit plan was terminated and the benefits associated with this plan were distributed in accordance with Internal Revenue Service regulations.

As of October 31, 2024 and 2023 our liability under the deferred compensation plan was approximately $ 4.7 million a nd $ 3.9 million, respectively.

As of October 31, 2025 and 2024 our liability under the deferred compensation plan

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

was approximately $ 4.1 million a nd $ 4.7 million, respectively.

As of October 31, 2025 and 2024, the current portion of these liabilities was recorded under the caption “Accrued Liabilities,” and the long-term portion was included under the caption “Other Liabilities” in the accompanying balance sheets.

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Foreign ( 21,125 ) 7,767 54,460

Total income before income taxes $ 42,082 $ 97,046 $ 109,763

Total (loss) income before income taxes

$ ( 242,593 ) $ 42,082 $ 97,046

QUANEX BUILDING PRODUCTS CORPORATION

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United States tax at statutory rate 21.0 % 21.0 % 21.0 %

Goodwill impairment

( 22.4 ) % — % — %

Deferred true up ( 3.3 ) % — % — %

State and local income taxes net of federal tax benefit 0.5 % 5.9 % 1.8 %

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Effective tax rate ( 3.4 ) % 21.4 % 15.0 %

Our earnings from our foreign subsidiaries qualifies for Federal and Dividend Received Deduction and are not subject to withholding taxes upon remittances to the U.S.

During the year ended October 31, 2025, the Company recorded a $ 9.0 million discrete income tax charge related to post measurement period corrections to the deferred tax assets and liabilities established in the acquisition of Tyman.

This amount has been recognized through current-period income tax expense.

Our earnings from our foreign subsidiaries qualify for Federal Dividend Received Deduction and are not subject to withholding taxes upon remittance to the U.S.

However, some of the states do not conform to the Federal Dividend Received Deduction.

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The amount of undistributed foreign earnings and profits from international operations as of the years ended October 31, 2025 and 2024, respectively, was $ 66.1 million and $ 21.7 million.

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (“OBBBA”).

The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation.

ASC 740, “Income Taxes”, requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted.

We have completed our initial assessment of the OBBBA corporate tax provisions which were enacted on July 4, 2025 and estimated our impact on the consolidated financial statements to be immaterial and primarily resulted in a reclass of our income tax payable and deferred tax liability related to the timing differences arising from accelerated tax depreciation.

We continue to monitor the impact of these updates.

The Organization for Economic Co-operation and Development ("OECD") Inclusive Framework on Base Erosion and Profit Shifting (“BEPS”) developed an agreement on a two-pillar approach to help address the tax challenges arising from the digitalization of the economy.

Pillar One applies to large multinational enterprises and re-allocate part of their profit to the countries where they sell their products and provide services.

Pillar One applies to large multinational enterprises and re-allocates part of their profit to the countries where they sell their products and provide services.

Quanex does not expect to be subject to the Pillar One rules.

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In 2023, certain jurisdictions in which we operate enacted legislation consistent with the OECD Pillar Two model effective for taxation year beginning on or after January 1, 2024.

The Pillar Two legislation does not impact our FY2024 annual effective tax rate.

We have accrued for additional top-up tax in the United Kingdom and United Arab Emirates where our effective tax rate drops below 15%.

The Pillar Two legislation has an immaterial impact our 2025 fiscal year effective tax rate.

However, further changes to our entity structure or changes in jurisdictions in which we operate could adversely impact analysis.

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Net deferred tax liabilities $ 133,287 $ 158,459

As of October 31, 2024, foreign capital loss, net operating loss and gross state operating loss carry forwards totaled $ 14.0 million, $ 18.8 million and $ 19.6 million, respectively.

As of October 31, 2025, gross foreign capital loss, gross foreign net operating loss and gross state operating loss carry forwards t otaled $ 14.2 million, $ 10.8 million and $ 25.9 million, respectively.

The capital loss and the majority of the foreign net operating loss can be carried forward indefinitely.

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We have recorded a valuation allowance for the foreign capital loss and certain foreign operating and state net operating losses as of October 31, 2025 and 2024, totaling $ 4.4 million and $ 4.4 million, respectively.

The valuation allowa nce can be affected in future periods by changes to tax laws, cha nges to statutory tax rates, and changes in estimates of future taxable income.

The valuation allowance can be affected in future periods by changes to tax laws, changes to statut ory tax rates, and changes in estimates of future taxable income.

To fully realize these net deferred tax assets, we will need to generate sufficient future taxable income in the jurisdictions where these tax attributes exist during the periods in which the attributes can be utilized.

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Balance at October 31, 2023

Reassessment of position ( 1,111 )

Balance at October 31, 2024

Reversal ( 250 )

Reassessment of position 710

Balance at October 31, 2025

We account for uncertain tax benefits in accordance with guidance in ASC 740, which prescribes the minimum recognition threshold a tax position taken or expected to be tak en in a tax return is required to meet before being recognized in the financial statements.

During the year ended October 31, 2024, we reversed $ 0.3 million of unrecognized tax benefits due to certain state tax items regarding nexus as voluntary disclosure have been filed.

During the year ended October 31, 2025, we accrued $ 0.7 million of unrecognized tax benefits primarily related to transfer pricing matters.

We, along with our subsidiaries, file income tax returns in the U.S.

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The state impact of a reported federal adjustment or change remains subject to examination by various states within the longer of one year or the expiration date of the otherwise applicable statute of limitations.

We classifies interest on income tax as income tax expenses and classifies penalties on income tax as other expenses.

We classify interest on income tax as income tax expenses and classify penalties on income tax as other expenses.

Commitments and Contingencies

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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.

On September 19, 2025, a purported shareholder class action lawsuit against the Company and two of its officers was filed in federal court in the Southern District of Texas, titled Zanol v.

Quanex Building Products Corporation et al, Case No.

4:25-cv-04453.

The suit alleges certain violations of federal securities laws related to public disclosures made by the Company in 2025 principally related to our window and door operations in Mexico and seeks unspecified damages.

While the ultimate outcome of any legal matter cannot be predicted with certainty, the Company strongly believes that this complaint is without merit, intends to vigorously defend itself and its officers against the allegations, and maintains insurance coverage for such matters.

At present, the Company cannot reasonably estimate a range of loss, if any, for this action based on its early stage and the information available to the Company, and accordingly, the Company has not accrued any liability associated with this action.

Fair Value Measurements of Assets and Liabilities

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• Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Carrying amounts reported on the balance sheets for cash, cash equivalen ts, accounts receivable and accounts payable approximate fair value due to the short-term maturity of these instruments.

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

Our outstanding forward foreign exchange contracts have a notional principal amount of $ 18.6 million at October 31, 2024.

As of October 31, 2025 , we have outstanding forward foreign exchange contracts to hedge our foreign currency exposures

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

against the Mexican Peso (“MXN”) to U.S.

Dollar (“USD”), with a notional principal amount of $ 20.0 million .

Hedge accounting is not applied to our forward exchange contracts.

These contracts have a range of maturities up to May 12, 2025.

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

During the year ended October 31, 2024 and 2023, we recognized a loss of $ 0.3 million and zero , respectively, related to our forward foreign exchange contracts.

The value of our forward foreign exchange contracts fluctuates based on exchange rate fluctuations against the USD and GBP (Level 2 measurement).

These contracts have a range of maturities up to February 27, 2026.

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 consolidated statement of (loss) income and consolidated balance sheets, respectively.

During the year ended October 31, 2025 and 2024, we recognized a net loss of less than $ 0.1 million and $ 0.3 million , respectively, related to our forward foreign exchange contracts.

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

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

The BOPREAL bond subscriptions were denominated in Argentine Pesos (“ARS”) and settled in USD during the twelve months ended October 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 October 31, 2025, we do not have any BOPREAL bond subscriptions outstanding.

Our restricted stock units and performance share awards are marked-to-market on a quarterly basis during a three-year vesting period based on market data.

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For further information refer to Note 2, “Acquisitions.”

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

In addition to assets and liabilities that are recorded at fair value on a recurring basis, we record assets and liabilities at fair value on a nonrecurring basis.

Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges.

The result of our third quarter 2025 goodwill impairment quantitative test indicated that the fair value of certain reporting units were less than the carrying value of the respective reporting units, resulting in a goodwill impairment of $302.3 million.

We estimated the fair value utilizing an income approach and market approach valuation techniques, which incorporated significant unobservable Level 3 inputs.

For further information, refer to Note 7, “Goodwill and Intangible Assets”.

Stock-Based Compensation

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Restricted Stock Awards

Restricted stock awards are granted to key employees and officers annually, and typically cliff vest over a three-year period with service and continued employment as the only vesting criteria.

Restricted stock awards are granted to key employees and officers annually, and typically cliff vest over a three-year period or a three year graded vesting schedule with service and continued employment as the only vesting criteria.

The recipient of a restricted stock award is entitled to all of the rights of a shareholder, except that the awards are nontransferable during the vesting period and dividends are not paid until vesting.

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

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

A summary of non-vested restricted stock award activity during the years ended October 31, 2025, 2024 and 2023, follows:

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Vested ( 54,400 ) 18.49

Forfeited ( 10,100 ) 22.30

Non-vested at October 31, 2023 242,300 22.36

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As a result, stock options were not granted during the years ended October 31, 2025, 2024 and 2023 .

Stock options typically vested ratably over a three-year period with service and continued employment as the

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

vesting conditions.

Stock options typically vested ratably over a three-year period with service and continued employment as the vesting conditions.

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

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

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following table summarizes our stock option activity for the years ended October 31, 2025, 2024 and 2023.

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Exercised ( 29,280 ) 19.58

Forfeited/Expired ( 4,000 ) 21.11

Outstanding at October 31, 2024 78,250 $ 19.45 1.5 $ 752

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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 years ended October 31, 2024, 2023 and 2022, 26,215 , 38,704 and 36,669 restricted stock units, respectively, were granted with corresponding weighted average grant date fair value of $ 26.70 , $ 20.67 , and $ 22.52 , respectively.

During the years ended October 31, 2025, 2024 and 2023, 28,240 , 26,215 and 38,704 restricted stock units, respectively, were granted to non employee directors with corresponding weighted average grant date fair value of $ 29.02 , $ 26.70 , and $ 20.67 , respectively.

During the fiscal year ended October 31, 2023, 21,774 restricted stock units, which were awarded to key employees, vested.

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These key employee grants vest in accordance with criteria which extend up to three years.

During the year, 42,933 of these grants vested and 1,242 were forfeited.

We paid approximately $ 1.2 million to settle these grants during the year.

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

During the years ended October 31, 2025 and 2024 , 64,293 and 42,933 of these grants vested, respectively, and 2,756 and 1,242 were forfeited, respectively.

During the years ended October 31, 2025 and 2024 w e paid approximately $ 1.4 million and $1.2 million to settle these grants, respectively.

Performance Share Award s

We have awarded annual grants of performance shares to key employees and officers.

Beginning with the fiscal year ended October 31, 2019, performance share awards vest with return on net assets (RONA) as the vesting condition, pay out 100 % in cash, and are accounted for as liability.

The expected cash settlement of the performance share award is recorded as a liability and is being marked to market over the three-year term of the award, and could fluctuate depending on the number of shares ultimately expected to vest.

Depending on the achievement of the performance conditions, 0 % to 200 % of the awarded performance shares may ultimately vest.

The performance share awards granted in December 2022 and December 2023 vest with return on net assets (RONA) as the vesting condition and pay out 100 % in cash, and are accounted for as liability.

The performance share awards granted in December 2024 and March 2025 vest with adjusted earnings per share performance as the vesting condition and RONA as a performance modifier and pay out 100% in cash, and are accounted for as a liability.

The expected cash settlement of the performance share award is recorded as a liability and is being marked to market over the three-year term of the award and can fluctuate depending on the number of shares ultimately expected to vest.

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 shares may ultimately vest.

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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December 4, 2024 88,900 $ 29.75 —

March 1, 2025 3,000 $ 12.48 —

Based on the results of the performance conditions, none of the December 2022 grants are expected to vest.

In December 2024, 78,589 shares vested pursuant to the December 2021 grant, which were settled with a cash payment of $ 2.4 million.

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December 4, 2024 50,900 $ 29.75 —

March 1, 2025 2,200 $ 18.89 —

The performance restricted stock units are not considered outstanding shares, do not have voting rights, and are excluded 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.

Based on the results of the vesting criteria, none of the December 2022 grants are expected to vest.

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO 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 years ended October 31, 2025, 2024 and 2023 (in thousands):

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Restricted stock units (1)

( 592 ) 2,784 1,686

Performance share awards (1)

( 706 ) 1,599 5,106

Performance restricted stock units 1,297 1,106 809

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$ 2,306 $ 5,765 $ 7,917

(1) The change in market value of our common stock will have a positive or negative impact on the compensation expense of our share based liability awards, including restricted stock units and performance share awards.

Stockholders' Equity

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The program does not have an expiration date or a limit on the number of shares that may be purchas ed.

During the years ended October 31, 2024 and 2023, we purchased zero shares and 275,000 shares, respectively, at a cost of zero and $ 5.6 million respectively, under this program.

During the years ended October 31, 2025 and 2024, we purchased 1,709,119 shares and zero shares, respectively, at a cost of $ 32.4 million and zero , respectively, under this program.

We record treasury stock purchases under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock.

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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.

For a summary of treasury stock activity for the years ended October 31, 2024, 2023 and 2022, refer to the Consolidated Statement of Stockholders' Equity located elsewhere herein.

For a summary of treasury stock activity for the years ended October 31, 2025, 2024 and 2023, refer to the Consolidated Statements of Stockholders' Equity located elsewhere herein.

QUANEX BUILDING PRODUCTS CORPORATION

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2025 2024 2023

Foreign currency transaction (losses) gains $ ( 677 ) $ ( 146 ) $ 386

Foreign currency exchange derivative gains 6,232 1 19

Pension service benefit (expense) 903 ( 5,566 ) 783

Foreign currency transaction gains (losses)

$ 5,015 $ ( 677 ) $ ( 146 )

Foreign currency exchange derivative (losses) gains

( 36 ) 6,232 1

Pension service (expense) benefit

( 64 ) 903 ( 5,566 )

Interest income 2,092 1,690 248

1 unchanged sentence

Other income (loss)

$ 7,171 $ 7,849 $ ( 5,519 )

Segment Information

We present four reportable business segments:

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 business segments:

(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.

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.

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 reportable 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, inter-segment eliminations, and executive incentive compensation and medical expense fluctuations relative to planned costs as determined during annual planning process.

Other general and administrative costs associated with the corporate office are allocated to the reportable segments, based upon each segment’s relative operating activity.

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

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and (6) converging long-term economic similarities.

Our CODM, the President and Chief Executive Officer, reviews several measures of segment profitability to assess performance and allocate resources.

Segment operating income (loss) is the measure of segment profit or loss that is most consistent with GAAP and is used by the CODM to evaluate segment results, allocate resources, and monitor performance against the annual budget and forecasts.

The CODM considers forecast-to-actual variances on a monthly basis using the segment operating income (loss) for each segment when making decisions about allocating capital and personnel to the segments.

The CODM also uses segment operating income (loss), along with net sales, to assess the performance for each segment by comparing the results of each segment with one another and in the compensation of certain employees.

The Company does not provide segment asset information as such information is not provided to the CODM and accordingly, asset information is not used in assessing segment performance.

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Segment information for the years ended October 31, 2024, 2023 and 2022 was as follows (in thousands):

NA Fenestration EU Fenestration NA Cabinet Comp.

Tyman Unallocated Corp.

Selected segment information for the years ended October 31, 2025, 2024 and 2023 was as follows (in thousands):

Hardware Solutions Extruded Solutions Custom Solutions Unallocated Corp.

& Other Total

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Net sales $ 841,674 $ 646,627 $ 388,210 $ ( 38,870 ) $ 1,837,641

Cost of sales (excluding depreciation and amortization) 635,481 440,141 298,316 ( 35,525 ) 1,338,413

Selling, general and administrative 128,009 83,716 48,273 17,263 277,261

Restructuring charges 7,936 34 205 2,016 10,191

Depreciation and amortization 51,681 29,204 21,248 1,311 103,444

Goodwill impairment charges 163,198 54,934 84,152 — 302,284

Operating (loss) income

( 144,631 ) 38,598 ( 63,984 ) ( 23,935 ) ( 193,952 )

Year Ended October 31, 2024

Net sales $ 427,839 $ 559,995 $ 309,441 $ ( 19,413 ) $ 1,277,862

Cost of sales (excluding depreciation and amortization) 349,379 389,760 252,111 ( 19,012 ) 972,238

Selling, general and administrative 51,564 58,100 31,068 49,738 190,470

Depreciation and amortization 16,580 25,119 18,348 281 60,328

Operating income (loss) 10,316 87,016 7,914 ( 50,420 ) 54,826

Capital expenditures 22,827 3,959 5,131 4,630 539 37,086

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

Year Ended October 31, 2023

Net sales $ 296,959 $ 544,585 $ 298,361 $ ( 9,322 ) $ 1,130,583

Cost of sales (excluding depreciation and amortization)

239,505 378,791 244,026 ( 9,263 ) 853,059

Selling, general and administrative

21,608 62,349 24,834 15,166 123,957

Depreciation and amortization

3,968 22,351 16,277 270 42,866

Operating income (loss) 31,878 81,094 13,224 ( 15,495 ) 110,701

Capital expenditures 18,265 11,193 6,972 — 960 37,390

Total assets $ 379,286 $ 239,333 $ 158,824 $ — $ 53,700 $ 831,143

The following tables reconcile our segment presentation, as previously reported in our Annual Report on Form 10-K for the twelve months ended October 31, 2024 and 2023, to the current presentation (in thousands):

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NA Fenestration EU Fenestration NA Cabinet Components Tyman Unallocated Corp.

& Other Total

Year Ended October 31, 2024

Net sales $ 650,058 $ 230,712 $ 198,424 $ 203,435 $ ( 4,767 ) $ 1,277,862

Cost of sales (excluding depreciation and amortization)

498,378 144,585 168,414 163,946 ( 3,085 ) 972,238

Selling, general and administrative

56,630 31,318 20,727 44,453 37,342 190,470

Depreciation and amortization

20,994 10,420 12,244 16,438 232 60,328

Operating income (loss) 74,056 44,389 ( 2,961 ) ( 21,402 ) ( 39,256 ) 54,826

Capital expenditures $ 18,758 $ 7,810 $ 6,454 $ — $ 99 $ 33,121

Hardware Solutions (1)

Extruded Solutions (2)

Custom Solutions (3)

Unallocated Corp.

& Other Total

Year Ended October 31, 2024

Net sales $ 427,839 $ 559,995 $ 309,441 $ ( 19,413 ) $ 1,277,862

Cost of sales (excluding depreciation and amortization)

349,379 389,760 252,111 ( 19,012 ) 972,238

Selling, general and administrative

51,564 58,100 31,068 49,738 190,470

Depreciation and amortization

16,580 25,119 18,348 281 60,328

Operating income (loss) 10,316 87,016 7,914 ( 50,420 ) 54,826

NA Fenestration EU Fenestration NA Cabinet Components Tyman

Unallocated Corp.

& Other Total

Year Ended October 31, 2023

Net sales $ 667,482 $ 250,774 $ 215,445 $ — $ ( 3,118 ) $ 1,130,583

Cost of sales (excluding depreciation and amortization)

517,805 158,491 178,210 — ( 1,447 ) 853,059

Selling, general and administrative

56,979 32,350 21,074 — 13,554 123,957

Depreciation and amortization

20,539 9,849 12,208 — 270 42,866

Operating income (loss) 72,159 50,084 3,953 — ( 15,495 ) 110,701

Hardware Solutions (1)

Extruded Solutions (2)

Custom Solutions (3)

Unallocated Corp.

& Other Total

Year Ended October 31, 2023

Net sales $ 296,959 $ 544,585 $ 298,361 $ ( 9,322 ) $ 1,130,583

Cost of sales (excluding depreciation and amortization)

239,505 378,791 244,026 ( 9,263 ) 853,059

Selling, general and administrative

21,608 62,349 24,834 15,166 123,957

Depreciation and amortization

3,968 22,351 16,277 270 42,866

Operating income (loss) 31,878 81,094 13,224 ( 15,495 ) 110,701

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

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

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

The following table summarizes the change in the carrying amount of goodwill by segment for the years ended October 31, 2025 and 2024 (in thousands):

NA Fenestration EU Fenestration NA Cabinet Comp.

Tyman Unallocated Corp.

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Hardware Solutions Extruded Solutions Custom Solutions Unallocated Corp.

& Other Total

Balance as of October 31, 2023 $ 2,784 $ 99,632 $ 80,540 $ — $ 182,956

LMI acquisition 41,393 — — — — 41,393

Tyman acquisition 163,647 140,329 81,069 — 385,045

Foreign currency translation adjustment 3,936 3,672 ( 898 ) — 6,710

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

Tyman acquisition — — — 385,045 — 385,045

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

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

Foreign currency translation adjustment 448 2,220 240 — 2,908

Balance as of October 31, 2025 $ 14,601 $ 180,933 $ 75,812 $ — $ 271,346

As a result of the impairment test performed during the year ended October 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 7, “Goodwill and Intangible Assets”, located herewith.

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2025 2024 2023

Operating income $ 54,826 $ 110,701 $ 111,281

Operating (loss) income

$ ( 193,952 ) $ 54,826 $ 110,701

Interest expense ( 55,812 ) ( 20,593 ) ( 8,136 )

1 unchanged sentence

Income tax expense

Net income $ 33,059 $ 82,501 $ 88,336

( 8,213 ) ( 9,023 ) ( 14,545 )

Net (loss) income

$ ( 250,806 ) $ 33,059 $ 82,501

QUANEX BUILDING PRODUCTS CORPORATION

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The computation of basic and diluted earnings per share for the years ended October 31, 2025, 2024 and 2023 follows (in thousands, except per share data):

Year Ended October 31, 2024 Net Income Weighted Average Shares Per Share

Basic earnings per common share $ 33,059 36,416 $ 0.91

Effect of dilutive securities:

Stock options 31

Restricted stock awards 131

Performance restricted stock units 70

Diluted earnings per common share $ 33,059 36,648 $ 0.90

Year Ended October 31, 2025 Net (Loss) Income

Weighted Average Shares Per Share

Basic and diluted loss per common share

$ ( 250,806 ) 46,170 $ ( 5.43 )

Year Ended October 31, 2024

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

We had 1,471 of anti-dilutive restricted stock award equivalents for the year ended October 31, 2024 and no corresponding equivalents for the comparable prior years.

During the years ended October 31, 2025, 2024 and 2023, we had anti-dilutive restricted stock award equivalents of 23,224 , 1,417 and zero , respectively.

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.

1 unchanged sentence

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 twelve months ended October 31, 2024.

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Accounting Standards Not Yet Adopted

Recent Accounting Pronouncements Adopted

In November 2023, the FASB issued “Segment Reporting (Topic 280):

1 unchanged sentence

The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 with early adoption is permitted.

The guidance is to be applied retrospectively to all prior periods presented in the financial statements.

Our adoption of this standard

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

effective for the fiscal year ending October 31, 2025 resulted in increased disclosures in the notes to its financial statements.

This guidance was applied retrospectively to all prior periods presented in the financial statements.

Recent Accounting Standards Not Yet Adopted

In November 2024, the FASB issued “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses,” which requires expanded disclosures of expense information, including the amounts of inventory purchases, employee compensation, depreciation and amortization within commonly presented expense captions during the period.

The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted.

The amendments should be applied either (1) prospectively to financial statements issued for reporting periods after the effective date or (2) retrospectively to any or all prior periods presented in the financial statements.

We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures.

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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 8. Financial Statements and Supplementary Data