What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-03-06 compared with 2025-09-05 · 115 added, 242 removed, 97 unchanged (79% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and related notes as of July 31, 2025, and for the three and nine months ended July 31, 2025 and 2024, included elsewhere herein.

The following discussion and analysis contains forward-looking statements based on our current assumptions, expectations, estimates and projections about our business and the homebuilding industry, and therefore, it should be read in conjunction with our accompanying unaudited condensed consolidated financial statements and related notes as of January 31, 2026, and for the three months ended January 31, 2026 and 2025, included elsewhere herein.

Actual results could differ from our expectations due to several factors which include, but are not limited to:

the impact of market price and demand for our products, economic and competitive conditions, capital expenditures, new technology, regulatory changes and other uncertainties.

For additional information pertaining to our business, including risk factors which should be considered before investing in our common stock, refer to our Annual Report on Form 10-K for the fiscal year ended October 31, 2025.

We are 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.

We have organized our business into three reportable business segments:

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

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

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

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

We believe these capabilities enhance our ability to prov ide value to our customers.

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

We continue to invest in organic growth initiatives and we intend to continue evaluating business acquisitions that allow us to expand our manufacturing and distribution footprint, enhance our product offerings, provide new complementary technology, enhance our leadership position within the markets we serve and expand into new markets or service lines.

We are 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.

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

Examples of window and door components include energy-efficient flexible insulating glass spacers, extruded vinyl profiles, window and door screens, precision-formed metal and wood products, window and door seals, and window and door hardware.

In addition, we provide certain other components and products, which include solar panel sealants, trim moldings, vinyl decking, water retention barriers, conservatory roof components, and commercial access solutions.

We use cost-effective production processes and engineering expertise to provide our customers with specialized products for their specific applications.

We believe these capabilities provide us with unique competitive advantages.

We serve a primary customer base in North America and the 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.

We continue to invest in organic growth initiatives and we intend to continue evaluating business acquisitions that allow us to expand our existing fenestration and cabinet component footprint, enhance our product offerings, provide new complementary technology, enhance our leadership position within the markets we serve, and expand into new markets or service lines.

We have disposed of non-core businesses in the past, and continue to evaluate our business portfolio to ensure that we are investing in markets where we believe there is potential future growth.

During the three months ended July 31, 2025, in connection with our announced restructuring , we re-evaluated our reportable operating segment presentation and adjusted our segment structure to better align our business operations.

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

In connection with the Tyman acquisition, we re-evaluated our reportable segment presentation during the third quarter of 2025 and adjusted our segment structure to better align our business operations.

As a result, we now report three reportable segments:

Hardware Solutions, Extruded Solutions, and Custom Solutions.

Our Hardware Solutions segment manufactures engineered window and door hardware, screens, and other fenestration components primarily serving the residential and light-commercial building markets.

The majority of segment revenue is generated in North America, and as such, domestic housing starts and R&R activity remain the primary demand drivers.

Long-term secular trends, including a structural undersupply of U.S.

housing, an aging housing stock, and increasing home equity, are expected to support sustained demand for window and door replacement.

Internationally, the segment serves a broad customer base of OEMs and distributors across Europe and Asia, where government incentives for energy efficiency and renovation activity are expected to support steady replacement demand over the medium term.

Our Extruded Solutions segment manufactures insulating-glass spacers, vinyl and composite profiles, and sealing solutions used in the fabrication of windows, doors, conservatories, roofs, and related building applications.

This segment operates across North America and Europe, and its results are influenced by housing starts, energy-efficiency standards, and renovation activity in those regions.

In the U.S., demand for insulating-glass spacers and vinyl profiles is supported by increasing adoption of high-performance window systems that improve thermal performance.

and continental Europe, our vinyl business serves window fabricators and distributors with a broad offering of vinyl extrusions, decking, and roofing systems.

The European market continues to benefit from government-sponsored retrofit programs and EU directives targeting energy efficiency and sustainability in existing building stock.

Our Custom Solutions segment delivers a diverse range of engineered product solutions across wood, metal, and elastomeric materials that serve residential, commercial, and industrial end markets.

The segment’s portfolio includes interior building components, specialty access systems, and custom-formulated compounds designed for highly technical applications.

Demand for these products is driven by overall levels of construction and remodeling activity, as well as broader trends in manufacturing, infrastructure investment, and industrial production.

The segment’s ability to offer customized, high-performance solutions tailored to specific customer requirements positions it to participate in both residential and commercial growth cycles, while providing diversification beyond traditional fenestration markets.

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.

Other corporate general and administrative costs have been allocated to the reportable business segments, based upon each segment’s relative operating activity.

Recent Transactions and Events

During the three months ended July 31, 2025, we restructured our reportable operating segments which triggered the requirement to assess our goodwill for potential impairment.

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

Of the goodwill impairment amount recorded in the third quarter, $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 changes in reporting units and a summary of the change in the carrying amount of goodwill by segment, see Note 14, “Segment Information.”

We are monitoring the rapidly evolving tariff and global trade policies and we are working with our suppliers and customers to mitigate potential impacts on our business.

The extent and duration of the tariffs and the resulting impact on general economic conditions on our business are uncertain and depend on various factors, such as negotiations between the U.S.

and affected countries, the responses of other countries or regions, exemptions that may be granted, availability and cost of alternative sources of supply and demand for our products in affected markets.

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

The aggregate consideration due pursuant to the Tyman Acquisition at closing comprised 14,139,477 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.

and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the military conflicts currently ongoing in Ukraine and Gaza.

Although the length and impact of these ongoing military conflicts are highly unpredictable, the conflicts could lead to market or operational disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions.

Russia, Europe’s largest provider of natural gas, has significantly reduced the export of natural gas compared to the beginning of the conflict resulting in the increase in natural gas prices and the potential for natural gas shortages.

In addition, one of the suppliers of a vapor barrier used in the production of our insulating glass spacers is located in Israel and may experience a disruption as a result of the ongoing conflict in Gaza.

If these trends continues, this would not only negatively impact our European manufacturing facilities, this may also impact our customers and their demand for our products.

We continue to monitor these situations and their impact on our business.

The conflicts in Ukraine and Gaza and their impacts on the global economy, including inflation and the price of raw materials, supply chain disruptions, and the volatility in interest rates including home mortgage rates, are unpredictable and there may be developments outside our control requiring us to adjust our operating plan.

We are monitoring evolving U.S.

and global tariff and trade policies, including the recent decision by the U.S.

Supreme Court that invalidates 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 and continue to work with our suppliers and customers to mitigate potential impacts on our business.

We are also monitoring ongoing geopolitical tensions and conflicts in various regions of the world, which may contribute to volatility in global markets, supply chains, commodity pricing and foreign currency exchange rates.

The extent and duration of current and potential tariff measures and geopolitical developments, and the resulting impact on general economic conditions and our operations, remain uncertain and depend on various factors, including negotiations between the U.S.

and affected countries, responses by other governments, potential exemptions, and the availability and cost of alternative sources of supply.

Market Overview and Outlook

We believe the primary drivers of our operating results continue to be North American residential remodeling and replacement (R&R) and new home construction activity.

and Continental Europe, our operating results are primarily influenced by repair, maintenance and improvement (RMI) and residential renovation activity, as well as new construction activity.

We believe that housing starts and window shipments are indicators of activity levels in the homebuilding and window industries, and we use this data, as published by or derived from third-party sources, to evaluate the market.

We have historically evaluated the market using data from the National Association of Homebuilders (NAHB) with regard to housing starts and R&R activity, and published reports by Ducker Worldwide, LLC (Ducker), a consulting and research firm, with regard to window shipments in the U.S.

In July 2025 , the NAHB forecasted calendar-year housing starts to be approximately 1.4 million in the 2025, 2026 and 2027 calendar-years.

In May 2025 , the Ducker forecast indicated that total window shipments are expected to decrease 4.3% and 1.5% in calendar-year 2025 and 2026.

In January 2026 , the NAHB forecasted calendar-year housing starts to be approximately 1.3 million and 1.4 million in calendar-year 2026 and 2027.

In February 2026 , the Ducker forecast indicated that total window shipments are expected to decrease 2.5% in calendar-year 2026.

Our business is seasonal, as inclement weather during the winter months tends to slow construction and installation activity for exterior building products.

We are impacted by regulation of energy standards.

Although the U.S.

government has been less aggressively pursuing higher energy efficiency standards in recent years, other countries have implemented higher energy efficiency standards which should bode well for our fenestration-related business in these markets, particularly our warm-edge spacer products, window and door seals and tilt ‘n’ turn micro-ventilation products.

Several commodities in our business are subject to pricing fluctuations, including polyvinyl resin (PVC), titanium dioxide (TiO2), petroleum products, stainless steel, zinc, aluminum and wood.

3 unchanged sentences

In addition, some of these commodities are in high demand, particularly in Europe, which can affect the cost of the raw materials, a portion of which we may not be able to fully recover.

The global economy remains uncertain due to currency devaluations, political unrest, terror threats, global pandemics, and even the political landscape in the U.S.

The global economy remains uncertain due to currency devaluations, political unrest, geopolitical tensions and conflicts, terror threats, and the political landscape in the U.S.

These and other macro-economic factors have impacted the global financial markets, which may have contributed to significant changes in foreign currencies.

1 unchanged sentence

Results of Operations

Three Months Ended July 31, 2025 Compared to Three Months Ended July 31, 2024

Three Months Ended July 31,

Three Months Ended January 31, 2026 Compared to Three Months Ended January 31, 2025

This table sets forth our condensed consolidated results of operations for the three-month periods ended January 31, 2026 and 2025.

Three Months Ended January 31,

2026 2025 Change $ % Variance

5 unchanged sentences

Depreciation and amortization 24,249 24,740 (491) (2)%

Asset impairment charges 302,284 — 302,284 —%

Operating (loss) income (270,835) 23,442 (294,277) (1,255)%

Operating income (loss)

2,852 (6,978) 9,830 (141)%

Interest expense (12,367) (14,186) 1,819 (13)%

Other, net 5,617 1,229 4,388 357%

Income tax benefit (expense) 8,191 (6,688) 14,879 (222)%

Net (loss) income $ (276,007) $ 25,350 $ (301,357) (1,189)%

Income tax (expense) benefit

(173) 5,050 (5,223) (103)%

$ (4,071) $ (14,885) $ 10,814 (73)%

Our period-over-period results by reportable segment follow.

1 unchanged sentence

Hardware Solutions

Three Months Ended July 31,

2025 2024 $ Change % Variance

(Dollars in thousands)

Net sales $ 227,116 $ 75,460 $ 151,656 201%

Cost of sales (excluding depreciation and amortization) 170,282 59,092 111,190 188%

Selling, general and administrative 32,954 6,906 26,048 377%

Restructuring charges 1,140 — 1,140 —%

Depreciation and amortization 16,987 1,225 15,762 1,287%

Asset impairment charges 163,198 — 163,198 —%

Operating (loss) income $ (157,445) $ 8,237 $ (165,682) (2,011)%

Operating (loss) income margin (69) % 11 %

Net sales increased $151.7 million, or 201%, for the three months ended July 31, 2025 compared to the same period in 2024, which was primarily driven by an increase of $150.8 million related to the acquisition of the Tyman business and a $2.3 million increase in price and raw material indexes, partially offset by a $1.4 million decrease in volumes mainly due to softer market demand driven by weaker consumer confidence.

Cost of Sales.

The cost of sales increased $111.2 million, or 188%, for the three months ended July 31, 2025 compared to the same period in 2024.

Cost of sales increased primarily due to the acquisition of the Tyman business and pricing and inflation of raw materials during the period partially offset by a decrease in volumes.

Selling, General and Administrative.

S elling, general and administrative expenses increased $26.0 million, or 377%, for the three months ended July 31, 2025 compared to the sa me period in 2024.

The increase is primarily due to increases in labor costs and other miscellaneous selling, general administrative costs related to the acquisition of the Tyman business costs year-over-year.

Asset impairment charges.

Asset impairment charges of $163.2 million relate to goodwill impairment incurred during the three months ended July 31, 2025.

Extruded Solutions

Three Months Ended July 31,

2025 2024 $ Change % Variance

(Dollars in thousands)

Net sales $ 174,427 $ 134,552 $ 39,875 30%

Cost of sales (excluding depreciation and amortization) 116,597 92,790 23,807 26%

Selling, general and administrative 20,740 15,648 5,092 33%

Restructuring charges 34 — 34 —%

Depreciation and amortization 6,989 5,460 1,529 28.0%

Asset impairment charges 54,934 — 54,934 —%

Operating (loss) income $ (24,867) $ 20,654 $ (45,521) (220)%

Operating (loss) income margin (14) % 15 %

Net sales increased $39.9 million, or 30%, for the three months ended July 31, 2025 compared to the same period in 2024 primarily due an increase of $39.9 million related to the acquisition of the Tyman business, a $0.9 million increase in price and raw material indexes, and $2.6 million of favorable foreign currency rate change, partially offset by a $3.5 million decrease in volumes mainly due to softer market demand driven by weaker consumer confidence.

Cost of Sales.

The cost of sales increased $23.8 million, or 26%, for the three months ended July 31, 2025 compared to the same period in 2024.

Cost of sales increased primarily due to the acquisition of the Tyman business, pricing and inflation of raw materials, and foreign currency impacts, partially offset by a decrease in volumes.

Selling, General and Administrative.

Selling, general and administrative expense increased $5.1 million, or 33%, for the three months ended July 31, 2025 compared to the same period in 2024.

The increase is primarily due to increases in labor costs and other miscellaneous selling, general administrative costs related to the acquisition of the Tyman business costs year-over-year.

Asset impairment charges.

Asset impairment charges of $54.9 million relate to goodwill impairment incurred during the three months ended July 31, 2025.

Custom Solutions

Three Months Ended July 31,

2025 2024 $ Change Variance %

(Dollars in thousands)

Net sales $ 102,264 $ 72,667 $ 29,597 41%

Cost of sales (excluding depreciation and amortization) 77,755 59,973 17,782 30%

Selling, general and administrative 11,708 6,559 5,149 79%

Restructuring charges 26 — 26 —%

Depreciation and amortization 4,716 4,211 505 12%

Asset impairment charges 84,152 — 84,152 —%

Operating (loss) income $ (76,093) $ 1,924 $ (78,017) (4,055)%

Operating (loss) income margin (74) % 3 %

N et sales increased $29.6 million, or 41%, for the three months ended July 31, 2025 compared to the same period in 2024, which was primarily driven by an increase of $27.4 million related to the acquisition of the Tyman business, a $1.7 million increase in price and raw material indexes, and a $0.5 million increase in volumes.

Cost of Sales .

Cost of sales increased $17.8 million, or 30%, for the three months ended July 31, 2025 compared to the same period in 2024.

Cost of sales increased primarily due to the acquisition of the Tyman business, pricing and inflation of raw materials during the period, and an increase in volumes.

Selling, General and Administrative .

S elling, general and administrative expenses increased $5.1 million , or 79%, for the three months ended July 31, 2025 compared to the sa me period in 2024.

The increase is primarily due to increases in labor costs

and other miscellaneous selling, general administrative costs related to the acquisition of the Tyman business costs year-over-year.

Asset impairment charges.

Asset impairment charges of $84.2 million relate to goodwill impairment incurred during the three months ended July 31, 2025.

Unallocated Corporate & Other

Three Months Ended July 31,

Three Months Ended January 31,

2026 2025 $ Change % Variance

6 unchanged sentences

Operating loss

Net sales for Unallocated Corporate & Other represents the elimination of inter-segment sales for the three months ended July 31, 2025 and 2024.

$ (7,339) $ (16,991) $ 9,652 (57)%

Operating loss margin

Net sales increased $4.4 million, or 2%, for the three months ended January 31, 2026 compared to the same period in 2025.

The increase was primarily attributable to $5.8 million of favorable tariff-related pricing adjustments and a $4.3 million favorable impact from foreign currency translation, partially offset by a $6.7 million decline in volumes due to softer market demand.

Cost of Sales.

Cost of sales for Unallocated Corporate & Other consists of the elimination of inter-segment sales, profit in inventory, and other costs.

Selling, General and Administrative .

Selling, general and administrative expenses decreased $1.5 million, or 21%, for the three months ended July 31, 2025 compared to the same period in 2024.

This decrease is primarily attributable to a decrease in transaction and advisory fees and lower compensation expense, including the valuations of our stock-based compensation awards, partially offset by an increase in restructuring costs and medical expenses during the three months ended July 31, 2025 as compared to the prior year period.

Changes related to Non-Operating Items:

Interest Exp ense .

Interest expense increased $13.3 million for the three months ended July 31, 2025 compared to the same period in 2024 as a result of an increase in borrowings outstanding during the three months ended July 31, 2025 as compared to the prior year period.

Income Taxes .

We recorded an income tax benefit of $8.2 million on pre-tax loss of $284.2 million for the three months ended July 31, 2025, an effective rate of 2.9%, and income tax expense of $6.7 million on pre-tax income of $32.0 million for the three months ended July 31, 2024, an effective rate of 20.9%.

The decrease in the effective tax rate year-over-year was primarily driven by discrete items including the asset impairment charges related to goodwill impairment.

Nine Months Ended July 31, 2025 Compared to Nine Months Ended July 31, 2024

Nine Months Ended July 31,

2025 2024 Change $ % Variance

(Dollars in thousands)

Net sales $ 1,347,795 $ 785,701 $ 562,094 72%

Cost of sales (excluding depreciation and amortization) 986,129 597,127 389,002 65%

Selling, general and administrative 208,253 103,579 104,674 101%

Restructuring charges 10,207 — 10,207 100%

Depreciation and amortization 77,814 32,999 44,815 136%

Asset impairment charges 302,284 — 302,284 —%

Operating (loss) income (236,892) 51,996 (288,888) (556)%

Interest expense (42,344) (2,896) (39,448) 1,362%

Other, net 1,925 10,520 (8,595) (82)%

Income tax benefit (expense) 6,934 (12,644) 19,578 (155)%

Net (loss) income $ (270,377) $ 46,976 $ (317,353) (676)%

Our period-over-period results by reportable segment follow.

Changes Related to Operating Income by Reportable Segment:

Hardware Solutions

Nine Months Ended July 31,

2025 2024 $ Change % Variance

(Dollars in thousands)

Net sales $ 614,791 $ 204,127 $ 410,664 201%

Cost of sales (excluding depreciation and amortization) 466,600 165,952 300,648 181%

Selling, general and administrative 98,570 18,704 79,866 427%

Cost of sales decreased $0.1 million, for the three months ended January 31, 2026 compared to the same period in 2025.

Cost of sales decreased primarily due to lower volumes, largely offset by the impact of pricing actions, tariff recoveries, and foreign currency movements.

Selling, General and Administr ative.

S elling, general and administrative expenses increased $0.8 million, or 2%, for the three months ended January 31, 2026 compared to the same period in 2025.

The increase is primarily due to increases in labor costs and other miscellaneous selling and general administrative costs year-over-year.

Restructuring Charges .

Depreciation and amortization 38,818 3,531 35,287 999%

Asset impairment charges 163,198 — 163,198 —%

Operating (loss) income $ (160,550) $ 15,940 $ (176,490) (1,107)%

Operating (loss) income margin (26) % 8 %

Net sales increased $410.7 million, or 201%, for the nine months ended July 31, 2025 compared to the same period in 2024, which was primarily driven by an increase of $413.4 million related to the acquisition of the Tyman business and a $6.5 million increase in price and raw material indexes, partially offset by a $9.4 million decrease in volumes mainly due to softer market demand driven by weaker consumer confidence.

Costs of Sales.

The cost of sales increased $300.6 million, or 181%, for the nine months ended July 31, 2025 as compared to the same period in 2024.

Cost of sales, including labor, increased primarily due to the acquisition of the Tyman business and pricing and inflation of raw materials during the period partially offset by a decrease in volumes.

Se lling, General and Administrative.

S elling, general and administrative expenses increased $79.9 million, or 427%, for the nine months ended July 31, 2025 as compared to the same period in 2024.

The increase is primarily due to increases in labor costs and other miscellaneous selling, general administrative costs related to the acquisition of the Tyman business costs year-over-year.

Asset impairment charges.

Asset impairment charges of $163.2 million relate to goodwill impairment incurred during the three months ended July 31, 2025.

Restructuring charges decreased 6.1 million , or 100% , for the three months ended January 31, 2026 compared to the same period in 2025.

This decrease is primarily attributable to the restructuring of our operating segments in fiscal 2025.

For additional discussion of the restructuring, see the “restructuring” section of Note 1, “Nature of Operations, Basis of Presentation and Significant Accounting Policies”.

Extruded Solutions

Nine Months Ended July 31,

Three Months Ended January 31,

2026 2025 $ Change % Variance

3 unchanged sentences

Selling, general and administrative 21,141 18,508 2,633 14%

Restructuring charges 34 — 34 —%

Depreciation and amortization 7,339 7,640 (301) (3.9)%

Asset impairment charges 54,934 — 54,934 —%

Operating income

$ 13,611 $ 15,802 $ (2,191) (14)%

Operating income margin

Net sales increased $98.2 million, or 26%, comparing the nine months ended July 31, 2025 to the same period in 2024, which was primarily due to an increase of $115.2 million related to the acquisition of the Tyman business and a $2.9 million of favorable foreign currency rate change, partially offset by a $17.9 million decrease in volumes mainly due to softer market demand driven by weaker consumer confidence and a $2.0 million decrease in price and raw material indexes.

Net sales increased $0.2 million, for the three months ended January 31, 2026 compared to the same period in 2025 primarily due to a $3.3 million of favorable foreign currency rate change, a $0.4 million increase in price and raw material indexes, partially offset by a $3.5 million decrease in volumes mainly due to softer market demand.

Cost of Sales.

The cost of sales increased $62.8 million, or 24%, for the nine months ended July 31, 2025 compared to the same period in 2024.

Cost of sales increased primarily due to the acquisition of the Tyman business partially, offset by decrease in volumes, pricing and deflation of raw materials during the period and foreign currency impacts.

Cost of sales remained flat for the three months ended January 31, 2026 compared to the same period in 2025.

Selling, General and Administrative.

Selling, general and administrative expense increased $15.2 million, or 33%, for the nine months ended July 31, 2025 compared to the same period in 2024.

The increase is primarily due to increases in labor costs and other miscellaneous selling, general administrative costs related to the acquisition of the Tyman business costs year-over-year.

Asset impairment charges.

Asset impairment charges of $54.9 million relate to goodwill impairment incurred during the three months ended July 31, 2025.

Selling, general and administrative expense increased $2.6 million, or 14%, for the three months ended January 31, 2026 compared to the same period in 2025.

The increase is primarily due to increases in labor costs and miscellaneous selling and general administrative costs year-over-year.

Custom Solutions

Nine Months Ended July 31,

Three Months Ended January 31,

2026 2025 $ Change Variance %

3 unchanged sentences

Selling, general and administrative 13,150 11,598 1,552 13%

Restructuring charges 26 — 26 —%

Depreciation and amortization 5,222 5,540 (318) (6)%

Asset impairment charges 84,152 — 84,152 —%

Operating (loss) income $ (68,973) $ 1,695 $ (70,668) (4,169)%

Operating (loss) income margin (24) % 1 %

Net sales increased $76.6 million, or 37%, for the nine months ended July 31, 2025 compared to the same period in 2024, which was primarily due to an increase of $74.2 million related to the acquisition of the Tyman business and a $5.3 million increase in price and raw material indexes, partially offset by a $2.9 million decrease in volumes mainly due to softer market demand driven by weaker consumer confidence.

Operating loss

$ (654) $ (398) $ (256) 64%

Operating loss margin

Net sales increased $4.1 million, or 5%, for the three months ended January 31, 2026 compared to the same period in 2025.

The increase was primarily driven by a $2.0 million increase in volumes, a $1.7 million favorable impact from pricing and raw material index adjustments, and $0.2 million of favorable tariff-related pricing adjustments.

Cost of Sales .

Cost of sales increased $45.4 million, or 26%, for the nine months ended July 31, 2025 compared with the same period in 2024.

Cost of sales increased primarily due to the acquisition of the Tyman business and pricing and inflation of raw materials during the period partially offset by a decrease in volumes.

Cost of sales increased $3.1 million, or 5%, for the three months ended January 31, 2026 compared to the same period in 2025.

Cost of sales increased primarily due to higher volumes, pricing and raw material index impacts, and foreign currency movements during the period.

Selling, General and Administrative .

Selling, general and administrative expense increased $14.7 million, or 76%, for the nine months ended July 31, 2025 compared to the same period in 2024.

The increase is primarily due to increases in labor costs and other miscellaneous selling, general administrative costs related to the acquisition of the Tyman business costs year-over-year.

Asset impairment charges.

Asset impairment charges of $84.2 million relate to goodwill impairment incurred during the three months ended July 31, 2025.

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.”

S elling, general and administrative expenses increased $1.6 million, or 13%, for the three months ended January 31, 2026 compared to the same period in 2025.

The increase is primarily due to increases in labor costs, information technology costs, and other miscellaneous selling and general administrative costs year-over-year.

Unallocated Corporate & Other

Nine Months Ended July 31,

Three Months Ended January 31,

2026 2025 $ Change Variance %

6 unchanged sentences

Operating loss $ (2,766) $ (5,391) $ 2,625 (49)%

Net sales for Unallocated Corporate & Other represents the elimination of inter-segment sales for the nine months ended July 31, 2025 and 2024.

Net sales for Unallocated Corporate & Other represents the elimination of inter-segment sales for the three months ended January 31, 2026 and 2025.

Cost of Sales .

Cost of sales for Unallocated Corporate & Other consists of the elimination of inter-segment sales, profit in inventory, and other costs.

Cost of sales for Corporate & Other consists of the elimination of inter-segment sales, profit in inventory, and other costs.

Selling, General and Administrative .

Selling, general and administrative expenses decreased $5.1 million, or 26%, for the nine months ended July 31, 2025 compared to the same period in 2024.

This decrease is primarily attributable to a decrease in transaction and advisory fees and lower compensation expense, including the valuations of our stock-based compensation awards, partially offset by an increase in restructuring costs and medical expenses during the nine months ended July 31, 2025 as compared to the prior year period.

Selling, general and administrative expenses decreased $0.2 million, or 7%, for the three months ended January 31, 2026 compared to the same period in 2025.

This decrease is primarily attributable to a decrease in reorganization costs, which occurred in 2025, partially offset by higher compensation expense, including the valuations of our stock-based compensation awards during the three months ended January 31, 2026 as compared to the prior year period.

Restructuring Charges.

Restructuring charges decreased $1.8 million, or 100%, for the three months ended January 31, 2026 compared to the same period in 2025.

This decrease is primarily attributable to the restructuring of our operating segments in fiscal 2025.

For additional discussion of the restructuring, see the “restructuring” section of Note 1, “Nature of Operations, Basis of Presentation and Significant Accounting Policies”.

Changes Related to Non-Operating Items:

Interest Exp ense .

Interest expense increased $39.4 million for the nine months ended July 31, 2025 compared to the same period in 2024 primarily as a result of higher borrowings outstanding during the nine months ended July 31, 2025 as compared to the prior year period.

Interest expense decreased $1.8 million for the three months ended January 31, 2026 compared to the same period in 2025 primarily as a result of a decrease in borrowings outstanding during the three months ended January 31, 2026 as compared to the prior year period.

Income Taxes .

We recorded income tax benefit of $6.9 million on pre-tax loss of $277.3 million for the nine months ended July 31, 2025, an effective rate of 2.5%, and income tax expense of $12.6 million on a pre-tax income of $59.6 million for the nine months ended July 31, 2024, an effective rate of 21.2%.

The decrease in the effective tax rate year-over-year was primarily driven by discrete items including the asset impairment charges related to goodwill impairment.

We recorded an income tax expense of $0.2 million on pre-tax loss of $3.9 million for the three months ended January 31, 2026, an effective rate of (4.4)%, and income tax benefit of $5.1 million on pre-tax loss of $19.9 million for the three months ended January 31, 2025, an effective rate of 25.3%.

The decrease in the effective tax rate compared to the prior year was primarily driven by a lower pre-tax loss in the current year, partially offset by a $1.1 million of discrete tax expense, primarily related to equity-based compensation award activity and state deferred tax remeasurement from legal entity reorganization activities, which reduced the expected tax benefit for the period.

Liquidity and Capital Resources

Historic ally, our principal sources of funds have been cash on hand, cash flow from operations, and borrowings under our credit facilities.

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 became effective on 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) provides 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.

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

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

As of January 31, 2026, we had $62.3 million of cash and equivalents, $662.0 million outstanding under the Facilities, $6.2 million of outstanding letters of credit, and $55.5 million outstanding under finance leases and other debt.

Of the $55.5 million outstanding under finance leases an d other debt, $49.3 million relates to real estate leases.

We had $269.3 million avail able for use under the revolving credit facility at January 31, 2026.

On August 1, 2024, the Amended Credit Agreement increased our borrowing capacity and established a $475 million revolving credit facility and a $500 million term loan A facility, each maturing on August 1, 2029.

As of January 31, 2026, we remained in compliance with all covenants under this agreement.

Additional information regarding the Facilities is included in Note 5, “Debt”, to the condensed consolidated financial statements.

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.

3 unchanged sentences

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

As of July 31, 2025, we had $66.3 million of cash and equivalents, $672.5 million outstanding under the Facilities, $6.1 million of outstanding letters of credit, and $61.2 million outstanding under finance leases and other debt.

Of the $61.2 million outstanding under finance leases and other de bt, $58.9 million relates to real estate leases.

We had $271.4 million avail able for use under the Revolving Credit Agreement at July 31, 2025.

During December 2021, our Board of Directors approved a stock repurchase program that authorized the repurchase of up to $75.0 million worth of shares of our common stock.

Repurchases under the program will be made in open market transactions or privately negotiated transactions, subject to market conditions, applicable legal requirements and other relevant factors.

During the three months ended July 31, 2025, we purchased 100,000 shares under this program and as of July 31, 2025 we have a maximum of $33.6 million available to purchase shares under this program.

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

We repatriated $42.4 million and $33.2 million of f oreign cash during the nine months ended July 31, 2025 and 2024, respectively.

We expect to repatriate excess cash moving forward and use the funds to retire debt or meet current working capital needs.

In the U.K., we insure against a portion of our credit losses.

We believe our business model, our current cash reserves and our strong balance sheet leave us well-positioned to manage our business and remain in compliance with our debt covenants.

We believe our business model, our current cash reserves and the recent steps we have taken to strengthen our balance sheet leave us well-positioned to manage our business and remain in compliance with our debt covenants.

Analysis of Cash Flow

The following table summarizes our cash flow results for the nine months ended July 31, 2025 and 2024:

Nine Months Ended

The following table summarizes our cash flow results for the three months ended January 31, 2026 and 2025:

Three Months Ended

(Dollars in thousands)

Cash provided by operating activities $ 76,643 $ 83,333

Cash used for operating activities $ (20,208) $ (12,510)

Cash used for investing activities $ (11,239) $ (11,455)

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

Cash provided by (used for) financing activities $ 15,920 $ (21,972)

Operating Activities .

Cash provided by operating activities decreased $6.7 million for the nine months ended July 31, 2025 compared to the same period in 2024.

The decrease in operating cash flow is primarily due to unfavorable changes in working capital, partially offset by an increase in net income excluding the impact of non-cash items such as asset impairment charges and depreciation and amortization.

Unfavorable changes in working capital are primarily due to unfavorable changes in prepaid expenses, accounts receivable, accrued liabilities and other long-term liabilities, partially offset by favorable changes in accounts payable and inventory.

Cash used for operating activities increased $7.7 million for the three months ended January 31, 2026 compared to the same period in 2025.

The increase in cash used was primarily driven by unfavorable changes in working capital, including a smaller decrease in accounts receivable compared to the prior year and higher inventory levels, partially offset by smaller decreases in accounts payable and accrued liabilities.

The impact of working capital changes was partially mitigated by a reduction in net loss.

Investing Activities.

Cash used for investing activities increased $17.3 million for the nine months ended July 31, 2025 compared to the same period in 2024, primarily as a result of an increase in capital expenditures during the nine months ended July 31, 2025 compared to the prior year period.

Capital expenditures have increased primarily due to spending for businesses acquired in the Tyman Acquisition.

Cash used for investing activities decreased $0.2 million for the three months ended January 31, 2026 compared to the same period in 2025, primarily due to lower capital expenditures, partially offset by lower proceeds from disposition of assets.

Financing Activities.

Cash used for financing activities increased $61.9 million for the nine months ended July 31, 2025 compared to the same period in 2024.

The change in financing cash flows is primarily as a result of an increase in the purchase of treasury shares and an increase in repayments of long-term debt.

Cash provided by financing activities increased $37.9 million for the three months ended January 31, 2026 compared to the same period in 2025.

The change in financing cash flows is primarily as a result of an increase in net borrowings of long-term debt and a decrease in the purchase of treasury shares during the three months ended January 31, 2026 compared to the prior year period.

Liquidity Requirements

Historically, our strategy for deploying cash has been to invest in organic growth opportunities, develop our infrastructure, and ex plore strategic acquisitions.

Other uses of cash include paying cash dividends to our shareholders and repurchasing our common stock.

During the nine months ended July 31, 2025 and 2024, we repatriated $42.4 million and $33.2 million, respectively, of foreign earnings from our foreign locations.

We maintain cash balances in foreign countries which total $42.0 million as of July 31, 2025.

Our strategy for deploying cash is to invest in organic growth opportunities, develop our infrastructure, and explore strategic acquisitions.

Other uses of cash include paying cash dividends to our shareholders and repurchasing our own stock.

During the three months ended January 31, 2026 and 2025, we repatriated $5.8 million and $11.5 million, respectively, of foreign earnings from our foreign locations.

We maintain cash balances in foreign countries which totaled $52.2 million as of January 31, 2026.

Critical Accounting Policies and Estimates

The preparation of our financial statements in accordance with accounting principles generally accepted in the U.S.

The preparation of our financial statements in accordance with accounting principles generally accepted in the United States of America (U.S.

GAAP) requires us to make estimates and assumptions that affect the reported amount of assets, liabilities, revenues and expenses and related disclosures of contingent assets and liabilities.

5 unchanged sentences

For a description of our critical accounting policies and estimates, see our Annual Report on Form 10-K for the fiscal year ended October 31, 2025.

Our critical accounting policies and estimates have not changed materially during the nine months ended July 31, 2025.

New Accounting Pronouncements

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):

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

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

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

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

In December 2023, the FASB issued “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.

The guidance is effective for fiscal years beginning after December 15, 2024 with early adoption permitted.

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.

Our critical accounting policies and estimates have not changed materially during the three months ended January 31, 2026.

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 2. Management’s Discussion and Analysis