What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-06-05 compared with 2026-03-06 · 280 added, 199 removed, 561 unchanged (46% of the section changed)

10 unchanged sentences

Inventories 278,047 254,122

Income taxes receivable 6,121 —

Prepaid assets 39,542 32,387

19 unchanged sentences

Noncurrent operating lease liabilities 164,958 145,459

Deferred income taxes liabilities 139,804 135,993

Deferred income tax liabilities 141,104 135,993

Other noncurrent liabilities

17 unchanged sentences

QUANEX BUILDING PRODUCTS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME

Three Months Ended

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

Three Months Ended Six Months Ended

April 30, April 30,

2026 2025 2026 2025

(In thousands, except per share amounts)

4 unchanged sentences

Restructuring charges

Depreciation and amortization 24,249 24,740

Operating income (loss)

— 936 — 8,840

Depreciation and amortization 24,650 19,192 48,899 43,932

Operating income 18,710 40,921 21,562 33,943

Non-operating income (expense):

1 unchanged sentence

Other, net 448 ( 159 ) 6,065 1,070

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 )

Income before income taxes 7,116 26,822 3,218 6,887

Income tax expense ( 3,766 ) ( 6,307 ) ( 3,939 ) ( 1,257 )

Net income (loss) $ 3,350 $ 20,515 $ ( 721 ) $ 5,630

Basic earnings (loss) per common share $ 0.07 $ 0.44 $ ( 0.02 ) $ 0.12

Diluted earnings (loss) per common share $ 0.07 $ 0.44 $ ( 0.02 ) $ 0.12

Weighted-average common shares outstanding:

Basic and diluted

45,456 47,015

Basic 45,483 46,483 45,469 46,753

Diluted 45,658 46,563 45,469 46,868

Cash dividends per share $ 0.08 $ 0.08 $ 0.16 $ 0.16

1 unchanged sentence

QUANEX BUILDING PRODUCTS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Three Months Ended

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

Three Months Ended Six Months Ended

April 30, April 30,

2026 2025 2026 2025

(In thousands)

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

Net income (loss) $ 3,350 $ 20,515 $ ( 721 ) $ 5,630

Other comprehensive income:

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 )

Foreign currency translation (loss) gain, net of tax ( 3,568 ) 35,345 7,542 19,394

Other comprehensive (loss) income, net of tax ( 3,568 ) 35,345 7,542 19,394

Comprehensive (loss) income $ ( 218 ) $ 55,860 $ 6,821 $ 25,024

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

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

(In thousands)

Operating activities:

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

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

Net (loss) income $ ( 721 ) $ 5,630

Adjustments to reconcile net (loss) income to cash used for operating activities:

Depreciation and amortization 48,899 43,932

3 unchanged sentences

Changes in assets and liabilities:

Decrease in accounts receivable

18,743 30,330

(Increase) decrease in accounts receivable ( 4,479 ) 5,322

Increase in inventory

6 unchanged sentences

( 10,411 ) ( 14,048 )

Decrease in income taxes payable

( 5,203 ) ( 5,087 )

Change in income taxes ( 12,005 ) ( 5,471 )

Other, net 689 ( 5,764 )

Cash used for operating activities

( 20,208 ) ( 12,510 )

Cash (used for) provided by operating activities ( 1,286 ) 15,987

Investing activities:

7 unchanged sentences

Common stock dividends paid ( 7,277 ) ( 7,552 )

Issuance of common stock — 214

Payroll tax paid to settle shares forfeited upon vesting of stock ( 354 ) ( 1,400 )

Purchase of treasury stock — ( 27,194 )

Other, net ( 696 ) ( 1,186 )

Cash provided by (used for) financing activities

2 unchanged sentences

Decrease in cash, cash equivalents and restricted cash ( 12,134 ) ( 38,198 )

( 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

Three Months Ended January 31, 2026 Common

Six Months Ended April 30, 2026 Common

Stock Additional

14 unchanged sentences

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

Three Months Ended January 31, 2025 Common

Net income — — 3,350 — — 3,350

Foreign currency translation adjustment — — — ( 3,568 ) — ( 3,568 )

Common dividends ($ 0.08 per share)

— — ( 3,672 ) — — ( 3,672 )

Stock-based compensation activity:

Expense related to stock-based compensation — 1,236 — — — 1,236

Restricted stock awards granted — ( 211 ) — — 211 —

Other — ( 60 ) — — ( 282 ) ( 342 )

Balance at April 30, 2026 $ 512 $ 696,391 $ 156,641 $ ( 27,897 ) $ ( 98,289 ) $ 727,358

Six Months Ended April 30, 2025 Common

Stock Additional

9 unchanged sentences

— — ( 3,812 ) — — ( 3,812 )

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

Purchase of treasury stock — — — — ( 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 — — 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

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

11 unchanged sentences

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.

18 unchanged sentences

We recognize revenue that reflects the consideration we expect to receive for product sales upon transfer to customers.

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.

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.

We estimate a provision for sales returns and warranty allowances to account for product returns related to general returns and product nonconformance.

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 reasonably assured.

5 unchanged sentences

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

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.

We estimate a provision for sales returns and warranty allowances to account for product returns related to general returns and product nonconformance.

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

4 unchanged sentences

We account for shipping and handling services as fulfillment services.

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 (loss) income.

Contract assets and liabilities

Deferred revenue, which is not significant, is recorded when we have remaining unsatisfied performance obligations for which we have received consideration.

Deferred revenue, which is typically not significant, is recorded when we have remaining unsatisfied performance obligations for which we have received consideration.

Disaggregation of revenue

1 unchanged sentence

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 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.

The following table summarizes our product sales for the three and six months ended April 30, 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

Three Months Ended Six Months Ended

April 30, April 30,

2026 2025 2026 2025

(In thousands)

31 unchanged sentences

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.

We believe our allowance is adequate to absorb known or probable lo sses as of April 30, 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.

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 indepen dently

N et sales to customers which are related parties with one of our non-employee directors for the three and six months ended April 30, 2026 we re $ 0.5 million and $ 0.8 million, respectively, and $ 0.5 million and $ 1.0 million, respectively, for comparable prior year periods.

Purchases from a supplier which is a related party with one of our non-employee directors for the three and six months ended April 30, 2026 was $ 0.2 million and $ 0.3 million, respecti vely, and zero and $ 0.1 million for the comparable prior year periods .

We performed a review of these transactions, of which no single transaction or series of related

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

of each other.

transactions exceeded $ 120,000 in amount, and determined that these transactions were enacted indepen dently.

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.

9 unchanged sentences

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:

This restructuring aligned 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.

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.

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

We incurred no restructuring charges related to the reorganization for the three and six months ended April 30, 2026 , compared to $ 0.9 million and $ 8.8 million, respectively, for the comparable prior year periods.

R estructuring charges included workforce alignment costs, primarily severance and employee-related expenses, of $ 0.9 million and $ 4.9 million, for the three and six months ended April 30, 2025, respectively.

A s of April 30, 2026, we have paid $ 6.0 million in the 2025 workforce alignment costs, with a remaining accrual of $ 0.3 million.

Additionally, we recognized $ 3.9 million during the six months ended April 30, 2025 related to the disposal of software which no longer supports our b usiness.

Inventories consisted of the following at April 30, 2026 and October 31, 2025 (in thousands):

2026 October 31,

3 unchanged sentences

Total $ 278,047 $ 254,122

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

1 unchanged sentence

Property, Plant and Equipment

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

Property, plant and equipment consisted of the following as of April 30, 2026 and October 31, 2025 (in thousands):

2026 October 31,

6 unchanged sentences

Property, plant and equipment, net $ 399,190 $ 411,591

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.

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.

Depreciation expense, including amortization of finance leases, for the three and six months ended April 30, 2026 was $ 14.9 million and $ 29.4 million, respectively, and $ 12.7 million and $ 26.6 million for the comparable prior year periods.

We did not record any impairment charges related to property, plant and equipment or intangible assets for the periods ended April 30, 2026 and October 31, 2025.

Goodwill and Intangible Assets

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

The change in the carrying amount of goodwill for the six months ended April 30, 2026 was as follows (in thousands):

Six Months Ended

April 30, 2026

Beginning balance as of November 1, 2025

1 unchanged sentence

Balance as of the end of the period $ 274,750

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

As of April 30, 2026, we have ten reporting units, seven of which comprised our current 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.”

See Note 12, “Segment Information” for a summary of the change in the carrying amount of goodwill by segment.

Identifiable Intangible Assets

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

January 31, 2026 October 31, 2025

Amortizable intangible assets consisted of the following as of April 30, 2026 and October 31, 2025 (in thousands):

April 30, 2026 October 31, 2025

Gross Carrying

6 unchanged sentences

Total $ 778,306 $ 244,911 $ 773,200 $ 224,063

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.

We had amortization expense related to intangible assets for the three and six months ended April 30, 2026 of $ 9.8 million and $ 19.5 million, respectively, compared to $ 6.5 million and $ 17.1 million for the comparable prior year periods, respectively.

Amortization expense for the six months ended April 30, 2025 included a one-time adjustment of $ 3.5 million.

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):

Estimated remaining amortization expense, assuming current intangible balances and no new acquisitions, for future fiscal years as of April 30, 2026 (in thousands):

Amortization Expense

2026 (remaining nine months)

2026 (remaining six months) $ 19,591

Thereafter 374,260

1 unchanged sentence

Debt and Finance Lease Obligations

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

Long-term debt consisted of the following at April 30, 2026 and October 31, 2025 (in thousands):

2026 October 31,

9 unchanged sentences

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 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.

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.

The maturity date of the Facilities is 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.

14 unchanged sentences

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.

The Facilities contain:

(1) a 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) a 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.

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

1 unchanged sentence

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.

As of April 30, 2026 , we had $ 660.8 million borrowings outstanding under the Facilities (reduced by unamortized debt issuance costs of $ 9.6 million), $ 5.6 million of outstanding letters of credit, and $ 54.3 million outstanding primarily under finance leases and other debt.

We had $ 264.9 million available for use under the Revolving Credit Facility at April 30, 2026.

The borrowings outstanding as of April 30, 2026 under the Facilities accrue interest at 6.25 % per annum, and our weighted-average borrowing rate for borrowings outstanding during the six months ended April 30, 2026 and 2025 was 6.32 % a nd 6.83 %, respectively.

We were in compliance with our debt covenants as of April 30, 2026.

Retirement Plans

Defined Contribution Plan

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

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

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

For the six months ended April 30, 2026 and 2025 , we contributed approximately $ 5.8 million and $ 4.9 million for these plans, respectively.

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

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.

As of April 30, 2026 and October 31, 2025, the liability associated with the deferred compensation plan was approximately $ 4.8 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.

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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 three months ended January 31, 2026 and 2025 were 4.4 % and 25.3 %, respectively.

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 or expense of uncertain tax positions, tax benefits on equity compensation, and increases or decreases in valuation allowances on deferred tax assets.

Our estimated annual effective tax rates from continuing operations for the six months ended April 30, 2026 and 2025 were 122.4 % and 18.2 %, respectively.

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

2 unchanged sentences

tax rate differential and other permanent differences.

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 increase in the 2026 effective tax rate compared to the prior year was primarily driven by $ 3.2 million of discrete items including equity-based compensation award activity, state deferred tax remeasurement from legal entity reorganization activities, and changes in reserves for uncertain tax positions, which had a disproportionate impact on the rate given the lower pre-tax earnings in the current period.

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 $ 0.8 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.

We maintain a valuation allowance for certain state net operating losses which totaled $ 0.8 million as of April 30, 2026 and October 31, 2025, respectively.

We also maintain a valuation allowance for capital losses which totaled $ 3.6 million as of April 30, 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.

The Act included several business tax provisions that impacted the Company, including a reclass of our income tax payable and deferred tax liability related to the timing differences on fixed assets depreciation.

Contingencies

12 unchanged sentences

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.

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

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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.

1 unchanged sentence

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)

During the quarter ended January 31, 2026, Roofers’ Pension Fund was appointed lead plaintiff (together with Zanol, “Plaintiffs”) and the case was re‑styled as In re Quanex Building Products Corporation Securities Litigation.

On March 24, 2026, Plaintiffs filed an amended complaint (the “Zanol Amended Complaint”) that alleges certain violations of federal securities laws related to public disclosures made by the Company in connection with the 2024 acquisition of Tyman plc and 2025 disclosures principally related to our window and door operations in Mexico.

On April 24, 2026, a derivative lawsuit titled Torres v.

Wilson, et al., Case No.

4:26-cv-03321 was filed in the Southern District of Texas (the “Torres Lawsuit”) against the officers named in the Zanol Amended Complaint and the Company’s board of directors.

The allegations of the Torres Lawsuit are based on the same allegation made in the Zanol Amended Complaint.

The Company has filed a motion to dismiss the Zanol Amended Complaint.

It has not yet been served with, and has not responded to, the Torres Lawsuit.

While the ultimate outcome of any legal matter cannot be predicted with certainty, the Company strongly believes that the Zanol Amended Complaint and Torres Lawsuit are 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 these actions based on their early stage and the information available to the Company, and accordingly, the Company has not accrued any liability associated with these actions.

Fair Value Measurement of Assets and Liabilities

11 unchanged sentences

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 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.

As a result, the fair value of our debt instrument approximates carrying value at April 30, 2026, and October 31, 2025 (Level 2 measurement).

As of April 30, 2026, we had no outstanding forward foreign exchange contracts to hedge our exposure to foreign currency fluctuations, as contracts entered into earlier in the fiscal year matured and settled during the period.

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

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

Hedge accounting is not applied to our forward exchange contracts.

These contracts have a range of maturities up to 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).

We recognized a loss of $ 0.3 million and a gain of $ 0.3 million related to our forward foreign exchange contracts during the three and six months ended April 30, 2026, respectively, and a gain of $ 0.5 million and $ 0.8 million for the comparable prior year periods.

The value of forward foreign exchange contracts fluctuates based on exchange rate fluctuations for currencies stated in the foreign exchange contracts (Level 2 measurements).

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Stock-Based Compensation

We have established and maintain an Omnibus Incentive Plan (2020 Plan) that provides for the granting of restricted stock awards, stock options, restricted stock units, performance share awards, performance restricted stock units, and other stock-based and cash-based awards.

We maintain an Omnibus Incentive Plan (2020 Plan) that provides for the granting of restricted stock awards, stock options, restricted stock units, performance share awards, performance restricted stock units, and other stock-based and cash-based awards.

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

4 unchanged sentences

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

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

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

Restricted Stock Awards

1 unchanged sentence

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.

The fair value of the restricted stock award is established on the grant date and then expensed over the vesting period.

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

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:

A summary of non-vested restricted stock award activity during the six months ended April 30, 2026 is presented below:

Restricted Stock Awards Weighted-Average

4 unchanged sentences

Vested ( 96,389 ) 24.17

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.

Non-vested at April 30, 2026 442,946 $ 19.73

The total weighted-average grant-date fair value of restricted stock awards that vested during each of the six months ended April 30, 2026 and 2025 wa s $ 2.3 million and $ 1.9 million, respectively.

As of April 30, 2026, total unrecognized compensation cost related to unamortized restricted stock awards was $ 5.2 million.

We expect to recognize this expense over the remaining weighted average vesting period of 1.9 years.

2 unchanged sentences

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 as further described below.

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.

Stock options typically vested ratably over a three-year period with service and

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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 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.

The fair value of the stock options is determined on the grant date and expensed over the vesting period.

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 three months ended January 31, 2026:

The following table summarizes our stock option activity for the six months ended April 30, 2026:

Stock Options Weighted-Average

4 unchanged sentences

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 $ —

Outstanding at April 30, 2026 36,550 $ 19.45 0.6 $ 18

Vested at April 30, 2026 36,550 $ 19.45 0.6 $ 18

Exercisable at April 30, 2026 36,550 $ 19.45 0.6 $ 18

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

There were no stock options exercised during the six months ended April 30, 2026.

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

Restricted Stock Units

5 unchanged sentences

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

During the six months ended April 30, 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 six months ended April 30, 2026, we paid $ 1.2 million to settle vested restricted stock units awarded to non-employee directors.

A summary of non-vested restricted stock unit activity awarded to key employees and officers during the six months ended April 30, 2026 is presented below:

Restricted Stock Units

Non-vested at October 31, 2025 51,772

Vested ( 10,084 )

Forfeited ( 6,499 )

Non-vested at April 30, 2026 35,189

During the six months ended April 30, 2026, we paid $ 0.2 million to settle vested restricted stock units awarded to key employees and officers.

Performance Share Awards

Performance shares are awarded to key employees and officers annually.

The performance share awards granted in December 2023 vest with return on net assets (RONA) as the vesting condition.

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.

The performance share awards pay out 100% in cash.

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 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 shares may ultimately vest.

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

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

Grant Date Shares Awarded Grant Date Fair Value Shares Forfeited

3 unchanged sentences

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.

April 6, 2026 4,900 $ 17.75 —

During the six months ended April 30, 2026 , 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 awarded performance restricted stock units to key employees and officers.

Performance restricted stock units are awarded to key employees and officers annually.

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.

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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:

4 unchanged sentences

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 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

As of April 30, 2026, w e have deemed 13,427 shares related to the December 2023 grant of performance restricted stock units as probable to vest.

The actual number of performance restricted stock units that ultimately

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

vest may differ based on actual performance and market condition outcomes through the end of the applicable performance period.

The following table summarizes amounts expensed as selling, general and administrative expense related to restricted stock awards, stock options, restricted stock units, performance share awards and performance restricted stock units for the three and six months ended April 30, 2026 and 2025 (in thousands):

Three Months Ended Six Months Ended

April 30, April 30,

2026 2025 2026 2025

Restricted stock awards $ 854 $ 595 $ 1,656 $ 1,188

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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 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

There were no charges to retained earnings during the six months ended April 30, 2026.

The following table summarizes the treasury stock activity during the six months ended April 30, 2026:

Six Months Ended

April 30, 2026

Beginning Balance as of November 1, 2025

Restricted stock awards granted ( 300,600 )

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

Balance at April 30, 2026 5,236,143

Other income included under the caption “Other, net” on the condensed consolidated statements of (loss) income, consisted of the following for the three and six months ended April 30, 2026 and 2025 (in thousands):

Three Months Ended Six Months Ended

April 30, April 30,

2026 2025 2026 2025

Foreign currency derivative gains

Foreign currency transaction gains (losses) $ 158 $ ( 1,003 ) $ 5,230 $ ( 831 )

Foreign currency derivative (losses) gains ( 296 ) 486 325 835

Interest income 219 469 532 1,087

1 unchanged sentence

Other, net $ 448 $ ( 159 ) $ 6,065 $ 1,070

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

Prior to the third quarter of 2025, 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 reportable segments:

As a result, we now report in three reportable segments, based on the nature of products offered:

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

1 unchanged sentence

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

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

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

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

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:

(1) similar nature of products serving the building products industry, primarily the fenestration business;

(2) similar production processes, although there are some differences in the amount of automation amongst operating plants;

(3) similar types or classes of customers, namely the primary OEMs;

(4) similar distribution methods for product delivery, although the extent of the use of third-party distributors will vary amongst the businesses;

(5) similar regulatory environment;

and (6) converging long-term economic similarities.

Corporate general and administrative expenses allocated during the three and six month periods ended April 30, 2026 was $ 12.6 million and $ 24.7 million, respectively, and $ 10.0 million and $ 17.9 million for the comparable prior year periods.

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

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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.

In addition, the CODM uses 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.

1 unchanged sentence

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

Selected segment information for the three and six months ended April 30, 2026 and 2025 was as follows (in thousands):

Hardware Solutions Extruded Solutions Custom Solutions Unallocated Corp.

& Other Total

Three Months Ended January 31, 2026

Three Months Ended April 30, 2026

Net sales $ 203,019 $ 164,949 $ 103,913 $ ( 9,514 ) 462,367

4 unchanged sentences

Capital expenditures $ 6,183 $ 1,987 $ 2,852 $ 6 $ 11,028

Three Months Ended January 31, 2025

Three Months Ended April 30, 2025

Net sales $ 202,935 $ 163,967 $ 97,507 $ ( 11,931 ) $ 452,478

3 unchanged sentences

Depreciation and amortization 10,361 7,437 5,437 ( 4,043 ) 19,192

Operating income (loss) $ 13,886 $ 23,220 $ 7,518 $ ( 3,703 ) $ 40,921

Capital expenditures $ 5,893 $ 5,104 $ 2,787 $ 1,136 $ 14,920

Six Months Ended April 30, 2026

Net sales $ 392,131 $ 304,749 $ 193,055 $ ( 18,479 ) $ 871,456

Cost of sales (excluding depreciation and amortization) 313,116 210,590 150,441 ( 19,010 ) 655,137

Selling, general and administrative 69,943 42,805 27,039 6,071 145,858

Depreciation and amortization 23,240 14,680 10,626 353 48,899

Operating (loss) income $ ( 14,168 ) $ 36,674 $ 4,949 $ ( 5,893 ) $ 21,562

Capital expenditures $ 11,793 $ 5,985 $ 4,485 $ 59 $ 22,322

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):

Six Months Ended April 30, 2025

Net sales $ 387,675 $ 303,597 $ 182,545 $ ( 21,295 ) $ 852,522

Cost of sales (excluding depreciation and amortization) 296,318 209,317 142,000 ( 18,811 ) 628,824

Selling, general and administrative 65,616 40,181 22,448 8,738 136,983

Restructuring charges 7,015 — — 1,825 8,840

Depreciation and amortization 21,831 15,077 10,977 ( 3,953 ) 43,932

Operating (loss) income $ ( 3,105 ) $ 39,022 $ 7,120 $ ( 9,094 ) $ 33,943

Capital expenditures $ 10,296 $ 10,023 $ 4,261 $ 1,964 $ 26,544

The following tables reconcile our segment presentation, as previously reported in our Quarterly Report on Form 10-Q for the three months ended April 30, 2025, to the current presentation (in thousands):

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

NA Fenestration EU Fenestration NA Cabinet Components Tyman

1 unchanged sentence

& Other Total

Three Months Ended January 31, 2025

Three Months Ended April 30, 2025

Net sales $ 151,026 $ 61,257 $ 51,237 $ 190,107 $ ( 1,149 ) $ 452,478

10 unchanged sentences

& Other Total

Three Months Ended January 31, 2025

Three Months Ended April 30, 2025

Net sales $ 202,935 $ 163,967 $ 97,507 $ ( 11,931 ) $ 452,478

3 unchanged sentences

Depreciation and amortization 10,361 7,437 5,437 ( 4,043 ) 19,192

Operating income (loss) $ 13,886 $ 23,220 $ 7,518 $ ( 3,703 ) $ 40,921

Capital expenditures $ 5,893 $ 5,104 $ 2,787 $ 1,136 $ 14,920

NA Fenestration EU Fenestration NA Cabinet Components Tyman Unallocated Corp.

& Other Total

Six Months Ended April 30, 2025

Net sales $ 285,359 $ 109,728 $ 95,047 $ 365,783 $ ( 3,395 ) $ 852,522

Cost of sales (excluding depreciation and amortization) 220,327 69,638 81,821 259,539 ( 2,501 ) 628,824

Selling, general and administrative 32,071 16,959 10,992 71,649 5,312 136,983

Restructuring charges — — — 8,840 — 8,840

Depreciation and amortization 9,446 5,269 6,024 23,038 155 43,932

Operating income (loss) $ 23,515 $ 17,862 $ ( 3,790 ) $ 2,717 $ ( 6,361 ) $ 33,943

Capital expenditures $ 12,140 $ 1,329 $ 1,656 $ 9,456 $ 1,963 $ 26,544

Hardware Solutions (1)

Extruded Solutions (2)

Custom Solutions (3)

Unallocated Corp.

& Other Total

Six Months Ended April 30, 2025

Net sales $ 387,675 $ 303,597 $ 182,545 $ ( 21,295 ) $ 852,522

Cost of sales (excluding depreciation and amortization) 296,318 209,317 142,000 ( 18,811 ) 628,824

Selling, general and administrative 65,616 40,181 22,448 8,738 136,983

Restructuring charges 7,015 — — 1,825 8,840

Depreciation and amortization 21,831 15,077 10,977 ( 3,953 ) 43,932

Operating (loss) income

2 unchanged sentences

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

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

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

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(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):

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

The following table summarizes the change in the carrying amount of goodwill by reportable business segment for the six months ended April 30, 2026 (in thousands):

Hardware Solutions Extruded Solutions Custom Solutions Unallocated Corp.

2 unchanged sentences

Foreign currency translation adjustment 283 2,821 300 — 3,404

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)

Balance as of April 30, 2026 $ 14,884 $ 183,754 $ 76,112 $ — $ 274,750

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

The following table reconciles operating income as reported above to net income for the three and six months ended April 30, 2026 and 2025 (in thousands):

Three Months Ended Six Months Ended

April 30, April 30,

2026 2025 2026 2025

Operating income $ 18,710 $ 40,921 $ 21,562 $ 33,943

Interest expense ( 12,042 ) ( 13,940 ) ( 24,409 ) ( 28,126 )

Other, net 448 ( 159 ) 6,065 1,070

Income tax (expense) benefit

( 173 ) 5,050

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

Income tax expense ( 3,766 ) ( 6,307 ) ( 3,939 ) ( 1,257 )

Net income (loss) $ 3,350 $ 20,515 $ ( 721 ) $ 5,630

QUANEX BUILDING PRODUCTS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Earnings Per Share

1 unchanged sentence

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

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

Three Months Ended January 31, 2025

The computation of basic and diluted earnings per share for the three and six months ended April 30, 2026 and 2025 follows (in thousands, except per share data):

Net Income Weighted-Average Shares Per Share

Three Months Ended April 30, 2026

Basic earnings per common share $ 3,350 45,483 $ 0.07

Effect of dilutive securities:

Stock options — — —

Restricted stock awards — 161 —

Performance restricted stock units — 14 —

Diluted earnings per common share $ 3,350 45,658 $ 0.07

Three Months Ended April 30, 2025

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

Effect of dilutive securities:

Stock options — — —

Restricted stock awards — 60 —

Performance restricted stock units — 20 —

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

Six Months Ended April 30, 2026

Basic and diluted loss per common share $ ( 721 ) 45,469 $ ( 0.02 )

Six Months Ended April 30, 2025

Basic earnings per common share $ 5,630 46,753 $ 0.12

Effect of dilutive securities:

Stock options — 11 —

Restricted stock awards — 84 —

Performance restricted stock units — 20 —

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

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 months ended January 31, 2026 of 32,295 and 5,450 for the comparable prior year period.

We had anti-dilutive restricted stock award equivalents for the three and six months ended April 30, 2026 of 4,009 and 10,560 , respectively, and 41,871 and 17,580 for the comparable prior year periods.

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

3 unchanged sentences

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

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

We did not adopt any new accounting pronouncements during the three and six months ended April 30, 2026.

Recent Accounting Standards Not Yet Adopted

4 unchanged sentences

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

The required disclosures as per this ASU will be first included with our annual financial statements for the year ended October 31, 2028.

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

3 unchanged sentences

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.

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.

9 unchanged sentences

Factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include, but are not limited to the following:

• 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, 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;

• changes in energy costs and the availability of energy;

• 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 continue 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 market conditio ns, particularly in the new home construction, and residential remodeling and replacement (R&R) activity markets in the United States, United Kingdom, Germany, Italy and elsewhere;

• consolidations, restructurings, bankruptcies and reorganizations among our customers, distributors, suppliers and other participants in the building products manufacturing industry, and our inability to collect receivables;

• changes in non-pass-through raw material costs;

10 unchanged sentences

• changes in warranty obligations;

• changes in energy costs and the availability of energy;

• changes in tax laws, and interpretations thereof;

13 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements