What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-03-06 compared with 2025-09-05 · 277 added, 486 removed, 483 unchanged (61% of the section changed)

10 unchanged sentences

Inventories 270,597 254,122

Income taxes receivable — 5,937

Prepaid and other current assets 41,339 29,097

Prepaid assets 39,845 32,387

Other current assets 4,345 3,764

Total current assets 568,673 573,775

5 unchanged sentences

Intangible assets, net 544,323 549,137

Other assets 2,133 2,874

Other noncurrent assets

Total assets $ 1,978,163 $ 1,968,233

10 unchanged sentences

Deferred income taxes liabilities 139,804 135,993

Other liabilities 13,166 19,113

Other noncurrent liabilities

14,865 13,789

Total liabilities 1,247,809 1,242,054

3 unchanged sentences

issued and outstanding - none

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

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

issued 51,174,857 and 51,211,469 , respectively;

9 unchanged sentences

QUANEX BUILDING PRODUCTS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

Three Months Ended Nine Months Ended

July 31, July 31,

2025 2024 2025 2024

CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME

Three Months Ended

(In thousands, except per share amounts)

5 unchanged sentences

Depreciation and amortization 24,249 24,740

Asset impairment charges 302,284 — 302,284 —

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

Non-operating (expense) income:

Operating income (loss)

2,852 ( 6,978 )

Non-operating income (expense):

Interest expense ( 12,367 ) ( 14,186 )

Other, net 5,617 1,229

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

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

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

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

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

Loss before income taxes

( 3,898 ) ( 19,935 )

Income tax (expense) benefit

( 173 ) 5,050

$ ( 4,071 ) $ ( 14,885 )

Basic and diluted loss per common share

$ ( 0.09 ) $ ( 0.32 )

Weighted-average common shares outstanding:

Basic 45,691 32,876 46,395 32,857

Diluted 45,691 33,106 46,395 33,087

Basic and diluted

45,456 47,015

Cash dividends per share $ 0.08 $ 0.08

1 unchanged sentence

QUANEX BUILDING PRODUCTS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended Nine Months Ended

July 31, July 31,

2025 2024 2025 2024

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Three Months Ended

(In thousands)

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

Net loss $ ( 4,071 ) $ ( 14,885 )

Other comprehensive income:

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

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

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

Foreign currency translation gain (loss), net of tax

11,110 ( 15,951 )

Other comprehensive income (loss), net of tax

11,110 ( 15,951 )

Comprehensive income (loss)

$ 7,039 $ ( 30,836 )

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

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

Three Months Ended

(In thousands)

Operating activities:

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

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

$ ( 4,071 ) $ ( 14,885 )

Adjustments to reconcile net loss to cash used for operating activities:

Depreciation and amortization 24,249 24,740

1 unchanged sentence

Deferred income tax 1,808 2,851

Asset impairment charges 302,284 —

Gain on deal contingent foreign exchange forward currency contract

Other, net 1,300 6,173

Changes in assets and liabilities:

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

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

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

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

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

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

(Decrease) increase in other long-term liabilities ( 5,395 ) 707

Decrease in accounts receivable

18,743 30,330

Increase in inventory

( 13,669 ) ( 8,602 )

Increase in other current assets

( 7,043 ) ( 8,985 )

Decrease in accounts payable

( 13,982 ) ( 16,548 )

Decrease in accrued liabilities

( 19,022 ) ( 22,558 )

Decrease in income taxes payable

( 5,203 ) ( 5,087 )

Other, net ( 4,484 ) ( 841 )

Cash provided by operating activities 76,643 83,333

Cash used for operating activities

( 20,208 ) ( 12,510 )

Investing activities:

10 unchanged sentences

Purchase of treasury stock — ( 3,698 )

Cash used for financing activities ( 87,379 ) ( 25,456 )

Cash provided by (used for) financing activities

15,920 ( 21,972 )

Effect of exchange rate changes on cash, cash equivalents and restricted cash 2,052 ( 1,590 )

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

Decrease in cash, cash equivalents and restricted cash

( 13,475 ) ( 47,527 )

Cash, cash equivalents and restricted cash at beginning of period 78,118 102,995

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Nine Months Ended July 31, 2025 Common

Three Months Ended January 31, 2026 Common

Stock Additional

9 unchanged sentences

— — ( 3,676 ) — — ( 3,676 )

Purchase of treasury stock — — — — ( 3,698 ) ( 3,698 )

Stock-based compensation activity:

Expense related to stock-based compensation — 1,166 — — — 1,166

Stock options exercised — 41 — — 173 214

Restricted stock awards granted — ( 5,415 ) — — 5,415 —

Performance restricted stock units vested — ( 1,300 ) — — 1,300 —

Other — ( 354 ) — — — ( 354 )

Balance at January 31, 2026 $ 512 $ 695,426 $ 156,963 $ ( 24,329 ) $ ( 98,218 ) $ 730,354

Net income — — 20,515 — — 20,515

Foreign currency translation adjustment — — — 35,345 — 35,345

Common dividends ($ 0.08 per share)

— — ( 3,740 ) — — ( 3,740 )

Purchase of treasury stock — — — — ( 23,496 ) ( 23,496 )

Stock-based compensation activity:

Expense related to stock-based compensation — 923 — — — 923

Restricted stock awards granted — ( 43 ) — — 43 —

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

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

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

Common dividends ($ 0.08 per share)

— — ( 3,681 ) — — ( 3,681 )

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

Stock-based compensation activity:

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

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

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

Nine Months Ended July 31, 2024 Common

Three Months Ended January 31, 2025 Common

Stock Additional

9 unchanged sentences

— — ( 3,812 ) — — ( 3,812 )

Treasury shares purchased, at cost — — — — ( 3,698 ) ( 3,698 )

Stock-based compensation activity:

5 unchanged sentences

Balance at January 31, 2025 $ 512 $ 697,358 $ 411,708 $ ( 62,379 ) $ ( 75,083 ) $ 972,116

Net income — — 15,377 — — 15,377

Foreign currency translation adjustment — — — ( 2,571 ) — ( 2,571 )

Common dividends ($ 0.08 per share)

— — ( 2,649 ) — — ( 2,649 )

Stock-based compensation activity:

Expense related to stock-based compensation 782 — — — 782

Stock options exercised — 5 — — 149 154

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

Net income — — 25,350 — — 25,350

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

Common dividends ($ 0.08 per share)

— — ( 2,649 ) — — ( 2,649 )

Stock-based compensation activity:

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

Stock options exercised — 1 — — 18 19

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

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

1 unchanged sentence

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Nature of Operations and Basis of Presentation

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

Nature of Operations, Basis of Presentation and Significant Accounting Policies

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, which manufactures window and door hardware and screens;

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

(2) Extruded Solutions, which manufactures insulating glass spacers, vinyl window and door profiles, seals, and weatherstripping;

and (3) Custom Solutions, which manufactures wood, mixing, and building access solutions.

2 unchanged sentences

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.

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

The acquisition was accounted for as a business combination requiring all the acquired assets and liabilities to be remeasured to fair value resulting in a consolidated fair value of net assets and liabilities of $ 848.6 million.

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 12, “Segment Information.”

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.

11 unchanged sentences

In preparing financial statements, we make informed judgments and estimates that affect the reported amounts of assets and liabilities as of the date of the financial statements and affect the reported amounts of revenues and expenses during the reporting period.

We review our estimates on an on-going basis, including those related to impairment of long-lived assets and goodwill, contingencies and income taxes.

We review our estimates on an ongoing basis, including those related to impairment of long-lived assets and goodwill, contingencies and income taxes.

Changes in facts and circumstances may result in revised estimates and actual results may differ from these estimates.

3 unchanged sentences

Revenue for product sales is recognized when control of the promised products is transferred to our customers, and we are entitled to consideration in exchange for such transfer.

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

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Performance obligations

2 unchanged sentences

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

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

1 unchanged sentence

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.

Pricing and sales incentives

3 unchanged sentences

accordingly, freight revenue is combined with the product deliverable rather than being accounted for as a distinct performance obligation within the terms of the agreement.

Shipping and handling costs incurred by us for the delivery of goods to customers are considered a cost to fulfill the contract and are included in cost of sales in the accompanying condensed consolidated statements of income.

Contract assets and liabilities

3 unchanged sentences

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

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

The following table summarizes our product sales for the three months ended January 31, 2026 and 2025, 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.

For further details regarding our results by segment, refer to Note 12, “Segment Information.”

1 unchanged sentence

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Three Months Ended Nine Months Ended

July 31, July 31,

2025 2024 2025 2024

Three Months Ended

(In thousands)

2 unchanged sentences

Screens 62,599 60,554

Other 1,812 1,833

$ 189,112 $ 184,740

17 unchanged sentences

Net sales $ 409,089 $ 400,044

Cash, Cash Equivalents and Restricted Cash

Cash equivalents include all highly liquid investments with an original maturity of three months or less.

Such securities with an original maturity which exceeds three months are deemed to be short-term investments.

Restricted cash represents cash held by our foreign subsidiary that is subject to foreign exchange and capital control regulations that may restrict the timing and manner of remittance of funds outside the country.

We maintain cash, cash equivalents and restricted cash at several financial institutions, which at times may not be federally insured or may exceed federally insured limits.

We have not experienced any losses in such accounts and believe we are not exposed to any significant credit risks on such accounts.

Allowance for Credit Losses

We have established an allowance for credit losses to estimate the risk of losses, which represents an estimate of expected losses over the remaining contractual life of our receivables.

The allowance is determined using two methods.

The amounts calculated from each of these methods are combined to determine the total amount reserved.

First, a specific reserve is established for individual accounts where information indicates the customers may have an inability to meet financial obligations.

Second, a reserve is determined for all customers based on a range of percentages applied to aging categories.

These percentages are based on historical collection rates, write-off experience, and forecasts of future economic conditions.

Actual write-offs are charged against the allowance when collection efforts have been unsuccessful.

Related Parties

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

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

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

We are not aware of any other related party transactions with any of our current non-employee directors or officers outside of their normal business functions or expected contractual duties.

We have establishe d an allowance for credit losses to estimate the risk of loss associated with our accounts receivable balances.

Our policy for determining the allowance is based on factors that affect collectability, including historical trends of write-offs, recoveries and credit losses, and the credit quality of our customers.

We believe our allowance is adequate to absorb any known or probable lo sses as of January 31, 2026.

Different assumptions or changes in economic circumstances could result in changes to the allowance.

Related Party Transactions

N et sales to customers which are related parties with two of our non-employee directors for the three months ended January 31, 2026 was $ 0.3 million and $ 0.5 million for comparable prior year period.

Purchases from a supplier which is a related party with one of our non-employee directors for the three months ended January 31, 2026 was $ 0.1 million and $ 0.2 million for the comparable prior year period.

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

of each other.

We are not aware of any other related party transactions with any of our current non-employee directors or officers outside of their normal business functions or expected contractual duties.

Restructuring

We accrue one-time severance costs pursuant to an approved plan of restructuring at the communication date, when affected employees have been formally notified and the severance arrangement is legally enforceable, with no realistic possibility of withdrawal.

We accrue one-time severance costs pursuant to an approved plan of restructuring at the communication date, when affected employees have been notified of the potential severance and sufficient information has been provided for the employee to calculate severance benefits, in the event the employee is involuntarily terminated.

In addition, we accrue costs associated with the termination of contractual commitments including leases at the time the lease is terminated pursuant to the lease provisions or in accordance with another agreement with the landlord.

5 unchanged sentences

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

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

This restructuring aligns our business into three operating segments:

During fiscal 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 14, “Segment Information.”

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

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

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

For additional discussion of our reportable business segments, see Note 12, “Segment Information.”

During the three months ended January 31, 2026 and 2025 , we incurred zero and 7.9 million, respectively, in restructuring charges including zero and $ 4.0 million, respectively, related to workforce alignment costs, primarily severance and employee-related expenses.

As of January 31, 2026, we have paid $ 5.9 million in 2025 workforce alignment costs, with a remaining accrual of $ 0.4 million .

Additionally, we recognized $ 3.9 million during the three months ended January 31, 2025 related to the disposal of software which no longer supports our business.

We may incur additional restructuring charges in future periods.

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

Goodwill impairment

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

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

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

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

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

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

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 Company’s Second Amended and Restated Credit Agreement, dated as of July 6, 2022 (the “Existing Credit Agreement”, and the Existing Credit Agreement as so amended, the “Amended Credit Agreement”).

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

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

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

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

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

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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

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

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

(In thousands)

Net assets acquired:

Accounts receivable $ 99,574 $ — $ 99,574

Inventories 211,617 ( 286 ) 211,331

Prepaid and other assets 21,516 ( 1,754 ) 19,762

Property, plant and equipment 157,981 ( 130 ) 157,851

Operating lease right-of-use assets 65,414 — 65,414

Goodwill 385,045 ( 4,104 ) 380,941

Intangible assets 539,285 — 539,285

Accounts payable ( 66,769 ) ( 595 ) ( 67,364 )

Accrued liabilities ( 41,958 ) — ( 41,958 )

Long-term debt ( 300,684 ) — ( 300,684 )

Operating lease liabilities ( 66,228 ) — ( 66,228 )

Deferred income taxes ( 145,677 ) 6,869 ( 138,808 )

Other liabilities ( 10,502 ) — ( 10,502 )

Net assets acquired $ 848,614 $ — $ 848,614

Consideration:

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

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

Pro Forma Results

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

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

Three Months Ended Nine Months Ended

July 31, 2024 July 31, 2024

(In thousands, except per share amounts)

Net sales $ 493,804 $ 1,395,632

Net income $ 17,283 $ 48,846

Basic earnings per share $ 0.37 $ 1.04

Diluted earnings per share $ 0.37 $ 1.03

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

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

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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

Inventories consisted of the following at January 31, 2026 and October 31, 2025 (in thousands):

2026 October 31,

3 unchanged sentences

Total $ 270,597 $ 254,122

Fixed costs related to excess manufacturing capacity, if any, have been expensed in the period they were incurred and, therefore, are not capitalized into inventory.

We recognize a right-of-use (ROU) asset and lease liability for each operating and finance lease with a contractual term greater than 12 months at the time of lease inception.

We include ROU assets and lease liabilities for leases that exist within other contracts.

Leases with an original term of 12 months or less are not recognized on the balance sheet, and the rent expense related to those short-term leases is recognized over the lease term.

We do not account for lease and non-lease (e.g., common area maintenance) components of contracts separately for any underlying asset class.

We lease certain manufacturing plants, warehouses, office space, vehicles and equipment under finance and operating leases.

Lease commencement occurs on the date we take possession or control of the property or equipment.

Original terms for our real estate-related leases are generally between five years and twenty years .

Original terms for equipment-related leases, primarily manufacturing equipment and vehicles, are generally between one year and ten years .

Some of our leases also include rental escalation clauses.

Renewal options are included in the determination of lease payments when management determines the options are reasonably certain of exercise, considering financial performance, strategic importance and/or invested capital.

If readily determinable, the rate implicit in the lease is used to discount lease payments to present value;

however, substantially all of our leases do not provide a readily determinable implicit rate.

When the implicit rate is not determinable, our estimated incremental borrowing rate is utilized, determined on a collateralized basis, to discount lease payments based on information available at lease commencement.

Total lease costs recorded include fixed operating lease costs and variable lease costs.

Most of our real estate leases require we pay certain expenses, such as common area maintenance costs, of which the fixed portion is included in operating lease costs.

We recognize operating lease costs on a straight-line basis over the lease term.

In addition to the above costs, variable lease costs are recognized when probable and are not included in determining the present value of our lease liability.

The ROU asset is measured at the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date and initial direct costs.

For operating leases, ROU assets are reduced over the lease term by the recognized straight-line lease expense less the amount of accretion of the lease liability determined using the effective interest method.

For finance leases, ROU assets are amortized on a straight-line basis over the shorter of the useful life of the leased asset or the lease term.

Interest expense on each finance lease liability is recognized utilizing the effective interest method.

ROU assets are tested for impairment in the same manner as long-lived assets.

Additionally, we monitor for events or changes in circumstances that may require a reassessment of one of our leases and determine if a remeasurement is required.

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

Leases Classification July 31,

2025 October 31,

Operating lease assets Operating lease right-of-use assets $ 147,829 $ 126,715

Finance lease assets Property, plant and equipment (less accumulated depreciation of $ 14,406 and $ 10,362 )

71,521 67,046

Total lease assets $ 219,350 $ 193,761

Operating Current operating lease liabilities $ 15,243 $ 12,475

Finance Current maturities of long-term debt 4,257 3,688

Operating Noncurrent operating lease liabilities 138,246 117,560

Finance Long-term debt 56,769 56,988

Total lease liabilities $ 214,515 $ 190,711

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

Three Months Ended Nine Months Ended

July 31, July 31,

2025 2024 2025 2024

Operating lease cost

$ 8,112 $ 3,722 $ 17,181 $ 7,720

Finance lease cost

Amortization of leased assets 1,697 1,237 3,666 2,706

Interest on lease liabilities 992 839 2,190 1,863

Variable lease costs

899 523 2,360 1,461

Total lease cost $ 11,700 $ 6,321 $ 25,397 $ 13,750

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

Nine Months Ended

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

Finance leases - financing cash flows $ 2,952 $ 2,112

Finance leases - operating cash flows $ 2,190 $ 1,863

Operating leases - operating cash flows $ 15,084 $ 6,826

Right-of-use assets obtained in exchange for lease liabilities:

Operating leases $ 30,701 $ 22,025

Finance leases $ 2,092 $ 1,308

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

2025 October 31,

Weighted-average remaining lease term (in years)

Operating leases 11.5 11.5

Financing leases 15.4 16.3

Weighted-average discount rate

Operating leases 5.56 % 5.31 %

Financing leases 4.90 % 4.84 %

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

Operating Leases Finance Leases

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

2026 22,290 7,077

2027 19,689 6,928

2028 18,032 6,698

2029 16,998 6,365

Thereafter 127,654 57,665

Total lease payments 210,486 86,516

present value discount 56,997 25,490

Total lease liabilities $ 153,489 $ 61,026

We did not record any impairment charges related to inventories for the periods ended January 31, 2026 and October 31, 2025.

QUANEX BUILDING PRODUCTS CORPORATION

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Property, Plant and Equipment

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

Property, plant and equipment consisted of the following as of January 31, 2026 and October 31, 2025 (in thousands):

2026 October 31,

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Property, plant and equipment, net $ 401,701 $ 411,591

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

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

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

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

Depreciation expense, including amortization of finance leases, for the three months ended January 31, 2026 was $ 14.5 million and $ 13.9 million for the comparable prior year period.

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

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

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

We did not record any impairment charges related to property, plant and equipment or intangible assets for the periods ended January 31, 2026 and October 31, 2025.

Goodwill and Intangible Assets

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

Nine Months Ended

July 31, 2025

The change in the carrying amount of goodwill for the three months ended January 31, 2026 was as follows (in thousands):

Three Months Ended

January 31, 2026

Beginning balance as of November 1, 2025

Measurement period adjustments ( 3,989 )

Goodwill impairment charge ( 302,284 )

Foreign currency translation adjustment 4,122

Balance as of the end of the period $ 275,468

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

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

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

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

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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

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

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

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

As of January 31, 2026, we have ten reporting units, seven of which comprised our goodwill balance.

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

For additional information and discussion of our reporting units and a summary of the change in the carrying amount of goodwill by segment, see Note 12, “Segment Information.”

Identifiable Intangible Assets

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

July 31, 2025 October 31, 2024

Amortizable intangible assets consisted of the following as of January 31, 2026 and October 31, 2025 (in thousands):

January 31, 2026 October 31, 2025

Gross Carrying

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Total $ 779,804 $ 235,481 $ 773,200 $ 224,063

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

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

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

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

We had amortization expense related to intangible assets for the three months ended January 31, 2026 of $ 9.8 million and $ 10.6 million for the comparable prior year period.

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Estimated remaining amortization expense, assuming current intangible balances and no new acquisitions, for future fiscal years as of January 31, 2026 (in thousands):

Amortization Expense

2025 (remaining three months) $ 9,760

2026 (remaining nine months)

Thereafter 374,974

Total $ 544,323

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Debt and Finance Lease Obligations

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

Long-term debt consisted of the following at January 31, 2026 and October 31, 2025 (in thousands):

2026 October 31,

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Revolving Credit Facility and Term A Facility

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 amended, the “Amended Credit Agreement”).

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

Our previous credit facility is more fully described in our Annual Report on Form 10-K for the fiscal year ended October 31, 2023 .

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

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

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

We capitalized $ 13.8 million of deferred financing fees related to the Amended Credit Agreement.

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

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

The Term A Facility amortizes on a quarterly basis at 5 % per annum of the original principal amount of the Term A Facility, with the remainder due at maturity.

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In addition, we are subject to commitment fees for the unused portion of the Revolving Credit Facility.

The applicable margin and commitment fees are outlined in the following table:

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The applicable margin percentages are based on the Consolidated Net Leverage Ratio outlined in the following table:

Pricing Level Consolidated Net Leverage Ratio Commitment Fee Term SOFR Loans, Eurocurrency Rate Loans and RFR Loans Base Rate Loans

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IV Greater than 3.00 to 1.00 0.250 % 2.75 % 1.75 %

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

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

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

incremental increase.

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

The Amended Credit Agreement contains 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 we must not permit the Consolidated Net Leverage Ratio, as defined, to be greater than 3.25 to 1.00.

The consolidated Net Leverage Ratio following a Permitted Acquisition, such as Tyman, must not be greater than 3.75 to 1.00 each fiscal quarter ending during the four fiscal quarter period immediately following such acquisition.

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 Amended Credit Agreement.

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

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

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

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

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

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

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 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 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.

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.

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

As of January 31, 2026 , we had $ 662.0 million borrowings outstanding under the Facilities (reduced by unamortized debt issuance costs of $ 10.3 million), $ 6.2 million of outstanding letters of credit, and $ 55.5 million outstanding primarily under finance leases and other debt.

We had $ 269.3 million available for use under the Revolving Credit Facility at January 31, 2026.

The borrowings outstanding as of January 31, 2026 under the Facilities accrue interest at 6.04 % per annum, and our weighted-average borrowing rate for borrowings outstanding during the three months ended January 31, 2026 and 2025 was 6.39 % and 6.85 %, respectively.

We were in compliance with our debt covenants as of January 31, 2026.

Retirement Plans

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

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

As of January 31, 2026 and October 31, 2025, the liability associated with the deferred compensation plan was approximately $ 4.5 million and $ 4.1 million, respectively.

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

To determine our income tax expense or benefit for interim periods, consistent with accounting standards, we apply the estimated annual effective income tax rate t o year-to-date results, plus any applicable discrete items, which are recorded in the period in which they occur.

To determine our income tax expense or benefit for interim periods, consistent with accounting standards, we apply the estimated annual effective income tax rate to year-to-date results, plus any applicable discrete items, which are recorded in the period in which they occur.

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

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

Our estimated annual effective tax rates from continuing operations for the three months ended January 31, 2026 and 2025 were 4.4 % and 25.3 %, respectively.

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

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tax rate differential and other permanent differences.

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

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

Total discrete tax expense recorded in the first quarter of fiscal 2026 was $ 1.1 million, primarily related to equity-based compensation award activity and state deferred tax remeasurement from legal entity reorganization activities.

The primary discrete item affecting the 2025 effective rate was the benefit of $ 0.4 million related to equity-based compensation award activity.

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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

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

We maintain a valuation allowance for certain state net operating losses which totaled $ 0.8 million as of January 31, 2026 and October 31, 2025, respectively.

We also maintain a valuation allowance for capital losses which totaled $ 3.6 million as of January 31, 2026 and October 31, 2025, respectively.

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

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

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Contingencies

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We have been and are currently party to multiple claims, some of which are in litigation, relating to alleged defects in a commercial sealant product that was manufactured and sold during the 2000’s.

While we believe that our product was not defective and that we would prevail in these commercial sealant product claims if taken to trial, the timing, ultimate resolution and potential impact of these claims is not currently determinable, and additional claims may be raised in the future that result in the Company bearing legal fees and/or judgment costs, if any.

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.

During the quarter ended January 31, 2026, Roofers’ Pension Fund was appointed lead plaintiff and the case was re‑styled as In re Quanex Building Products Corporation Securities Litigation.

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.

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Fair Value Measurement 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 sheet for cash, cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term maturity of these instruments.

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

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

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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

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

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

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

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

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

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

As a result, the fair value of our debt instrument approximates carrying value at January 31, 2026, and October 31, 2025 (Level 2 measurement).

As of January 31, 2026, we have outstanding forward foreign exchange contracts to hedge our foreign currency exposures against the Mexican Peso (“MXN”) to U.S.

Dollar (“USD”), with a notional principal amount of $ 5.0 million.

Hedge accounting is not applied to our forward exchange contracts.

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 three months ended January 31, 2026 and 2025, we recognized a net gain of $ 0.6 million and $ 0.1 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).

Stock-Based Compensation

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The 2020 Plan is administered by the Compensation and Management Development Committee of the Board of Directors.

The aggregate number of shares of common stock authorized for grant under the 2020 Plan is 3,139,895 as approved by shareholders.

The aggregate number of shares of common stock authorized for grant under the 2020 Plan is 3,139,895 as approved by the shareholders.

Any officer, key employee and/or non-employee director is eligible for awards under the 2020 Plan.

We grant restricted stock units to non-employee directors on the first business day of each fiscal year.

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

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

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

1 unchanged sentence

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.

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

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 the 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 the vesting.

The fair value of the restricted stock award is established on the grant date and then expensed over the vesting period resulting in an increase in additional paid-in-capital.

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

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

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

A summary of non-vested restricted stock award activity during the three months ended January 31, 2026 is presented below:

Restricted Stock Awards Weighted-Average

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Granted 293,700 13.66

Forfeited ( 9,912 ) 17.54

Vested ( 91,621 ) 23.96

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

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

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

Non-vested at January 31, 2026 450,149 $ 19.84

The total weighted-average grant-date fair value of restricted stock awards that vested during each of the three months ended January 31, 2026 and 2025 was $ 2.2 million and $ 1.9 million, respectively.

As of January 31, 2026, total unrecognized compensation cost related to unamortized restricted stock awards was $ 6.0 million.

We expect to recognize this expense over the remaining weighted average vesting period of 2.1 years.

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Historically, stock options have been awarded to key employees, officers and non-employee directors.

In December 2017, the Compensation & Management Development Committee of the Board of Directors approved a change to the long-term incentive award program eliminating the grant of stock options and replacing this award with a grant of performance restricted stock units and performance shares as further described below.

As a result, the final stock options were granted during the fiscal year ended October 31, 2017.

As a result, stock options were not granted during the three months ended January 31, 2026 and 2025.

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.

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

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

increase in additional paid-in-capital.

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

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

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.

We use a Black-Scholes pricing model to estimate the fair value of stock options.

A description of the methodology for the valuation assumptions was disclosed in our Annual Report on Form 10-K for the fiscal year ended October 31, 2025.

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

The following table summarizes our stock option activity for the three months ended January 31, 2026:

Stock Options Weighted-Average

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Outstanding at October 31, 2025 68,950 $ 19.38

Exercised ( 9,300 ) 19.97

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

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

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

Forfeited/Expired ( 32,400 ) 19.30

Outstanding at January 31, 2026 36,550 $ 19.45 0.8 $ —

Vested at January 31, 2026 36,550 $ 19.45 0.8 $ —

Exercisable at January 31, 2026 36,550 $ 19.45 0.8 $ —

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

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

The total intrinsic value of our stock options that were exercised during the three months ended January 31, 2026 and 2025 was zero and $ 0.1 million, respectively.

Restricted Stock Units

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Restricted stock units are not considered outstanding shares and do not have voting rights, although the holder does receive a cash payment equivalent to the dividend paid, on a one-for-one basis, on our outstanding common shares.

Once the criteria is met, each restricted stock unit is payable to the holder in cash based on the market value of one share of our common stock.

Once the vesting criteria is met, each restricted stock unit is payable to the holder in cash based on the market value of one share of our common stock.

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

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

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

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

During the three months ended January 31, 2026 and 2025, non-employee directors received 64,360 and 28,240 restricted stock units, respectively, at a weighted-average grant date fair value of $ 14.92 per share and $ 29.02 per share, respectively.

During the three months ended January 31, 2026 and 2025, 6,061 and 39,871 restricted stock units, which were awarded to key employees, vested, respectively, and 1,910 and zero restricted stock units were forfeited for the same periods, respectively.

During the three months ended January 31, 2026, we paid $ 0.1 million and $ 1.0 million for the comparable prior year to settle vested restricted stock units awarded to key employees.

Performance Share Awards

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

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 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 performance share awards granted in 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, March 2025 and December 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 share may ultimately vest.

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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

Grant Date Shares Awarded Grant Date Fair Value Shares Forfeited

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December 4, 2024 88,900 $ 29.75 2,393

December 4, 2024 88,900 $ 29.75 —

March 1, 2025 3,000 $ 12.48 —

In December 2 024, 78,589 shares vested pursuant to the December 2021 grant, which were settled with a cash payment of $ 2.4 million.

December 4, 2025 207,200 $ 13.66 7,519

As of January 31, 2025, none of the December 2023 grants are expected to vest.

During the three months ended December 2 025, no shares vested pursuant to the December 2022 grant.

Performance share awards are payable in cash based upon the number of performance shares ultimately earned, and are therefore not considered outstanding shares.

Performance Restricted Stock Units

We award performance restricted stock units to key employees and officers.

We awarded performance restricted stock units to key employees and officers.

These awards cliff vest upon a three-year service period with the absolute total shareholder return of our common stock over this three-year term as the vesting criteria.

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

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

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

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

This amount will be adjusted for forfeitures and expensed over the three-year term of the award with a credit to additional paid-in-capital.

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Level 4 A-TSR less than -20% — %

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following table summarizes our performance restricted stock unit grants and the grant date fair value for the A-TSR performance metric:

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December 4, 2024 50,900 $ 29.97 —

March 1, 2025 2,200 $ 18.89 —

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

December 4, 2025 126,000 $ 13.82 —

A s of January 31, 2025, none of the December 2023 grants are expected to vest.

During the three months ended January 31, 2025, no performance restricted stock units vested pursuant to the December 2022 grant.

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

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

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

Three Months Ended Nine Months Ended

July 31, July 31,

2025 2024 2025 2024

As of January 31, 2026, w e have deemed 12,373 shares related to the December 2023 grant of performance restricted stock units as probable to vest.

The following table summarizes amounts expensed as selling, general and administrative expense related to restricted stock awards, stock options, restricted stock units, performance share awards and performance restricted stock units for the three months ended January 31, 2026 and 2025 (in thousands):

Three Months Ended

Restricted stock awards $ 802 $ 593

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

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

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

Nine Months Ended

July 31, 2025

There were no charges to retained earnings during the three months ended January 31, 2026.

The following table summarizes the treasury stock activity during the three months ended January 31, 2026:

Three Months Ended

January 31, 2026

Beginning Balance as of November 1, 2025

Restricted stock awards granted ( 293,700 )

Performance restricted stock units vested ( 69,825 )

Stock options exercised ( 9,300 )

Treasury stock repurchases 1,509,407

Balance at July 31, 2025 5,337,031

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

Three Months Ended Nine Months Ended

July 31, July 31,

Balance at January 31, 2026 5,243,043

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Other income included under the caption “Other, net” on the condensed consolidated statements of (loss) income, consisted of the following for the three months ended January 31, 2026 and 2025 (in thousands):

Three Months Ended

Foreign currency transaction gains

$ 5,072 $ 172

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

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

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

Foreign currency derivative gains

Interest income 313 618

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Other, net $ 5,617 $ 1,229

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Segment Information

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

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 in accordance with ASC Topic 280-10-50, “Segment Reporting” (ASC 280):

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

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

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

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

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

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

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

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

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

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

Corporate general and administrative expenses allocated during the three month period ended January 31, 2026 was $ 12.1 million and $ 7.9 million for the comparable prior year period.

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

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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 this measure for each segment when making decisions about allocating capital and personnel.

In addition, the CODM uses this measure, along with net sales, to compare segment performance and in the compensation of certain employees.

The Company does not present 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 UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

Selected segment information for the three months ended January 31, 2026 and 2025 was as follows (in thousands):

Hardware Solutions Extruded Solutions Custom Solutions Unallocated Corp.

& Other Total

Three Months Ended July 31, 2025

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

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

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

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

Three Months Ended July 31, 2024

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

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

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

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

Nine Months Ended July 31, 2025

Three Months Ended January 31, 2026

Net sales $ 189,112 $ 139,800 $ 89,142 $ ( 8,965 ) $ 409,089

Cost of sales (excluding depreciation and amortization) 150,724 97,709 71,424 ( 9,295 ) 310,562

Selling, general and administrative 34,180 21,141 13,150 2,955 71,426

Depreciation and amortization 11,547 7,339 5,222 141 24,249

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Capital expenditures $ 5,610 $ 3,998 $ 1,633 $ 53 $ 11,294

Nine Months Ended July 31, 2024

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

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

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

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

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

NA Fenestration EU Fenestration NA Cabinet Components Unallocated Corp.

& Other Total

Three Months Ended July 31, 2024

Three Months Ended January 31, 2025

Net sales $ 184,740 $ 139,630 $ 85,038 $ ( 9,364 ) $ 400,044

Cost of sales (excluding depreciation and amortization) 150,785 97,680 68,298 ( 9,035 ) 307,728

Selling, general and administrative 33,357 18,508 11,598 3,187 66,650

Restructuring charges 6,119 — — 1,785 7,904

Depreciation and amortization 11,470 7,640 5,540 90 24,740

Operating income (loss) 17,845 12,688 282 ( 7,373 ) 23,442

Operating (loss) income $ ( 16,991 ) $ 15,802 $ ( 398 ) $ ( 5,391 ) $ ( 6,978 )

Capital expenditures $ 4,403 $ 4,919 $ 1,474 $ 828 $ 11,624

Hardware Solutions (1)

Extruded Solutions (2)

Custom Solutions (3)

The following tables reconcile our segment presentation, as previously reported in our Quarterly Report on Form 10-Q for the three months ended January 31, 2025, to the current presentation (in thousands):

NA Fenestration EU Fenestration NA Cabinet Components Tyman

Unallocated Corp.

& Other Total

Three Months Ended July 31, 2024

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

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

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

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

NA Fenestration EU Fenestration NA Cabinet Components Unallocated Corp.

& Other Total

Nine Months Ended July 31, 2024

Three Months Ended January 31, 2025

Net sales $ 134,333 $ 48,471 $ 43,810 $ 175,676 $ ( 2,246 ) $ 400,044

Cost of sales (excluding depreciation and amortization) 106,567 30,638 39,415 132,796 ( 1,688 ) 307,728

Selling, general and administrative 16,133 7,920 5,268 34,378 2,951 66,650

Restructuring charges — — — 7,904 — 7,904

Depreciation and amortization 4,779 2,610 3,009 14,263 79 24,740

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& Other Total

Nine Months Ended July 31, 2024

Three Months Ended January 31, 2025

Net sales $ 184,740 $ 139,630 $ 85,038 $ ( 9,364 ) $ 400,044

Cost of sales (excluding depreciation and amortization) 150,785 97,680 68,298 ( 9,035 ) 307,728

Selling, general and administrative 33,357 18,508 11,598 3,187 66,650

Restructuring charges 6,119 — — 1,785 7,904

Depreciation and amortization 11,470 7,640 5,540 90 24,740

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

Operating (loss) income

$ ( 16,991 ) $ 15,802 $ ( 398 ) $ ( 5,391 ) $ ( 6,978 )

Capital expenditures $ 4,403 $ 4,919 $ 1,474 $ 828 $ 11,624

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

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

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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

The following table summarizes the change in the carrying amount of goodwill by reportable business segment for the three months ended January 31, 2026 (in thousands):

Hardware Solutions Extruded Solutions Custom Solutions Unallocated Corp.

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

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

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

Foreign currency translation adjustment 392 3,384 346 — 4,122

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

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

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

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

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

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

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

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

Three Months Ended Nine Months Ended

July 31, July 31,

Balance as of January 31, 2026 $ 14,993 $ 184,317 $ 76,158 $ — $ 275,468

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

The following table reconciles operating income (loss) as reported above to net income for the three months ended January 31, 2026 and 2025 (in thousands):

Three Months Ended

Operating income (loss)

$ 2,852 $ ( 6,978 )

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

Interest expense ( 12,367 ) ( 14,186 )

Other, net 5,617 1,229

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

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

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Income tax (expense) benefit

( 173 ) 5,050

$ ( 4,071 ) $ ( 14,885 )

Earnings Per Share

We compute basic earnings per share by dividing net income by the weighted average number of common shares outstanding during the period.

Diluted earnings per common and potential common shares include the weighted-average of additional shares associated with the incremental effect of dilutive employee stock options, non-vested restricted stock as determined using the treasury stock method prescribed by U.S.

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

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

Net (Loss) Income Weighted-Average Shares Per Share

Three Months Ended July 31, 2025

Diluted earnings per common and potential common shares include the weighted average of additional shares associated with the incremental effect of dilutive employee stock options, non-vested restricted stock as determined using the treasury stock method and contingent shares associated with performance share awards, if dilutive.

The computation of basic and diluted earnings per share for the three months ended January 31, 2026 and 2025 follows (in thousands, except per share data):

Weighted-Average Shares Per Share

Three Months Ended January 31, 2026

Basic and diluted loss per common share

Three Months Ended July 31, 2024

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

Effect of dilutive securities:

Stock options — 29 —

Restricted stock awards — 133 —

Performance restricted stock units — 68 —

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

Nine Months Ended July 31, 2025

$ ( 4,071 ) 45,456 $ ( 0.09 )

Three Months Ended January 31, 2025

Basic and diluted loss per common share $ ( 14,885 ) 47,015 $ ( 0.32 )

Nine Months Ended July 31, 2024

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

Effect of dilutive securities:

Stock options — 34 —

Restricted stock awards — 128 —

Performance restricted stock units — 68 —

Diluted earnings per common share $ 46,976 33,087 $ 1.42

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

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

We had anti-dilutive restricted stock award equivalents for the three months ended January 31, 2026 of 32,295 and 5,450 for the comparable prior year period.

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.

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

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

Accounting Standards Not Yet Adopted

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

We did not adopt any new accounting pronouncements during the three months ended January 31, 2026.

Recent Accounting Standards Not Yet Adopted

In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, “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.

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

In December 2023, the FASB issued “Income Taxes (Topic 740):

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures,” which includes updates to the income tax disclosures related to the rate reconciliation and disaggregation of income taxes paid by jurisdiction.

1 unchanged sentence

The amendments should be applied prospectively, however retrospective application is permitted.

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

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

Improvements to Reportable Segment Disclosures,” which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

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.

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

This ASU is expected to result in expanded tax disclosures for our annual financial statements for the year ended October 31, 2026 .

Subsequent Events

The Company has been subject to the impact of evolving U.S.

and global tariff and trade policies.

On February 20, 2026, the U.S.

Supreme Court rendered a decision invalidating certain tariffs imposed under the International Emergency Economic Powers Act.

We are assessing the potential impact of this decision and other trade policy developments on our operations, supply chain and cost structure.

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• impacts from public health issues on the economy, demand for our products or our operations, including the responses of governmental authorities to contain such public health issues;

• our ability to integrate and implement our plans, forecasts and other expectations with respect to Tyman;

• our ability to integrate and implement our plans, forecasts, expectations, and realize anticipated synergies with respect to the Tyman business we purchased in August 2024;

• changes in foreign trade relations and associated tariffs could result in a global trade war;

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• changes in domestic and international economic conditions;

• changes in availability and prices of raw material including inflationary pressures and supply chain challenges, which could be exacerbated by political or global unrest such as the current military conflicts in Ukraine and Gaza;

• changes in availability and prices of raw material including inflationary pressures and supply chain challenges, which could be exacerbated by political or global unrest;

• our ability to attract and retain skilled labor;

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• our ability to service our debt facilities and remain in good standing with our lenders;

• our ability to remediate our material weakness, or any other material weakness that we may identify in the future that could result in material misstatements in our financial statements;

• our ability to remediate any material weakness that we have identified or may identify in the future that could result in material misstatements in our financial statements;

• changes in the availability or applicability of our insurance coverage;

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

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

• potential future impairments of goodwill or our long-lived assets;

• the resolution of litigation and other legal proceedings.

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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-Q

Item 1. Financial Statements