What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-12-12 compared with 2024-12-16 · 29 added, 19 removed, 209 unchanged (19% of the section changed)

4 unchanged sentences

Based on their evaluation as of the end of the period covered by this Annual Report on Form 10-K, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were not effective as a result of the material weakness in internal control over financial reporting as described below.

(b) Management’s Annual Report on Internal Control Over Financial Reporting (Revised)

(b) Management’s Annual Report on Internal Control Over Financial Reporting

Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:

2 unchanged sentences

• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.

Management has used the framework set forth in the report entitled “Internal Control—Integrated Framework” published by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission (2013 Framework) to evaluate the effectiveness of its internal control over financial reporting.

Based upon this assessment, management concluded that our internal control over financial reporting was not effective as of October 31, 2024, because of a material weakness in the design and operation of the controls over the preparation and review of the statement of cash flows.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of October 31, 2025.

In making this assessment, Management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013).

Based on that assessment, Management concluded that, as of October 31, 2025, the Company’s internal control over financial reporting was not effective, due to the material weakness described below.

As of October 31, 2024, Management identified a material weakness in internal controls, in the design and operation of the controls over the preparation and review of the statement of cash flows.

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

We analyzed the impact of this error, and while the value of the corrected amounts are quantitively material on a line-item basis within the Statement of Cash Flow, there were no changes to the Balance Sheet, Income Statement, Statement of Stockholders’ Equity, or Statement of Comprehensive Income.

Additionally, this error related only to the fourth quarter of 2024 results and do not impact prior period results.

Management’s conclusion is that the error was quantitatively material within the “Investing Activities” and “Financing Activities” sections of the statement of cash flows, however, all other aspects of the Company's purchase of Tyman were correctly accounted for, including the reported change in cash, cash equivalents and restricted cash for the period.

This material weakness continued to exist as of October 31, 2025, and will not be considered remediated until such time as management designs and implements effective controls that operate for a sufficient period of time and concludes through testing, that these controls are effective.

As a result of the unremediated material weakness described above, the Company’s management has concluded that, as of October 31, 2025, our internal control over financial reporting was ineffective.

The material weakness did not result in any identified misstatements to our consolidated financial statements, and there were no changes to previously released financial results.

The Company’s independent registered public accounting firm that audited the consolidated financial statements included in this Annual Report also audited the effectiveness of our internal control over financial reporting and has issued an adverse report on the effectiveness of the Company’s internal control over financial reporting as of October 31, 2025, as set forth in their report in Item 8.

( c) Remediation

The Company is committed to remediating the above noted material weakness, and we are in the process of developing and implementing remediation plans to address it.

Actions with respect to the remediation plan are expected to include implementing improved procedures and controls related to our quarterly and annual close processes and enhancement of the quarterly and annual close and reporting checklists.

The remediation plan is subject to oversight by the Audit Committee of the Board of Directors and the identified material weakness will not be considered remediated until the remediation plan has been fully implemented, the applicable controls operate for a sufficient period of time, and the Company has concluded that newly implemented controls are operating effectively.

The Company is committed to remediating the above noted material weakness.

Actions with respect to the remediation plan include improved procedures and controls related to our quarterly and annual close processes and enhancement of the quarterly and annual close and reporting checklists.

are operating effectively.

We expect the remediation of this material weakness to be completed prior to the end of fiscal year 2026.

(d) Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended October 31, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Annual Report on Internal Control over Financial Reporting

7 unchanged sentences

Other Information.

During the three months ended October 31, 2024, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” except as follows:

During the three months ended October 31, 2025, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement”.

George Wilson our Chairman, President and CEO , adopted a Rule 10b5-1 trading arrangement on June 11, 2024 .

Under this arrangement, a total of 37,800 shares of our common stock may be sold, subject to certain conditions, before the plan expires on November 30, 2026 .

this arrangement, a total of 37,800 shares of our common stock may be sold, subject to certain conditions, before the plan

expires on November 30, 2026 .

Directors, Executive Officers and Corporate Governance.

23 unchanged sentences

Davis Director December 12, 2025

/s/ Curtis M.

Stevens Director December 16, 2024

/s/ Donald R.

11 unchanged sentences

Wilson (Principal Executive Officer)

Zuehlke Senior Vice President - Chief Financial Officer and Treasurer December 16, 2024

Zuehlke Senior Vice President, Chief Financial Officer and Treasurer

December 12, 2025

Zuehlke (Principal Financial Officer)

Ettredge Vice President, Corporate Controller December 16, 2024

Ettredge (Principal Accounting Officer)

/s/ Gabriela Garcia

Vice President, Chief Accounting Officer

December 12, 2025

Gabriela Garcia

(Principal Accounting Officer)

EXHIBIT INDEX

128 unchanged sentences

001-33913) as filed with the Securities and Exchange Commission on June 2, 2023, and incorporated herein by reference.

Subsidiaries of the Registrant.

EXHIBIT INDEX

Exhibit Number Description of Exhibits

Agreement between Quanex Building Products Corporation and Gabriela Garcia, effective October 20, 2025 , the form of which is filed as Exhibit 10.

1 of the Registrant’s Current Report on Form 8-K (Reg.

001-33913), as filed with the Securities and Exchange Commission on October 20 , 2025 and incorporated herein by reference.

Insider Trading and Treatment of Material Non-Public Information Policy, filed as Exhibit 19 of the Registrant’s Registration Statement on Form 10-Q (Reg.

001-33913) as filed with the Securities and Exchange Commission on March 11, 2025, and incorporated herein by reference.

Subsidiaries of the Registrant.

Consent of Grant Thornton LLP.

15 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures