CNR Cornerstone Building Brands, Inc. - 8-K

Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Tina Beskid as Chief Accounting Officer of the Company

On May 27, 2026, Tina Beskid, Cornerstone
Building Brands, Inc.’s (the “Company”) Senior Vice President, Chief Accounting Officer (principal accounting officer)
departed the Company.

Appointment of Richard Dirkson as Corporate Controller of the
Company

On May 27, 2026, the Company appointed Richard
Dirkson as Senior Vice President, Corporate Controller (principal accounting officer) of the Company, effective May 28, 2026.

Mr. Dirkson, age 55, has served as Vice
President of Accounting for the
Company’s Windows & Doors segment since December 2024. Prior to joining the Company,
Mr. Dirkson was Vice President, Controller of Driven Brands, Inc. from August 2022 to December 2024, and Vice
President, North American Controller of JELD-WEN, Inc. from March 2020 to August 2022. Earlier in his career, he held
various finance and leadership roles with W.C. Bradley Co., Walmart Stores Inc., and Stryker Corporation. Mr. Dirkson holds a
Master of Business Administration from Westminster University and a Bachelor of Arts in Accounting from Weber State University,
and he holds active CPA, CMA, and CFM designations. Mr. Dirkson serves on the board of GLW Medical.

There are no family relationships between Mr. Dirkson
and any Company director or executive officer and no arrangements or understandings between Mr. Dirkson and any other persons pursuant
to which Mr. Dirkson was elected as an officer of the Company. Mr. Dirkson is not party to any related person transactions (as
defined in Item 404(a) of Regulation S-K of the Securities Act of 1933, as amended) with the Company.

Mr. Dirkson will receive an annual base salary
of $360,000 and a target annual bonus equal to fifty (50%) percent of his base salary, pro-rated for Mr. Dirkson’s service
in the role for the 2026 calendar year, with the actual payment amount to be determined in accordance with the Company’s Short Term
Incentive Plan. Mr. Dirkson will also be eligible to receive a one-time grant of 14,000 Class B Profit Units under the Camelot
Return Ultimate 2022 Equity Incentive Plan (see “Item 11. Executive Compensation—Compensation Discussion and Analysis—Elements
of Executive Compensation” in the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2025
for a discussion of Class B Profit Units and the Camelot Return Ultimate 2022 Equity Incentive Plan).

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 27, 2026, Camelot Return Intermediate Holdings, LLC (“Parent”),
as the sole stockholder of the Company, acting by written consent in lieu of an annual meeting, re-elected the following individuals as
directors of the Company, each to serve effective immediately until the next annual meeting of the Parent or until their successors are
duly elected and qualified, or until their earlier death, resignation or removal: Marcia Avedon, Jake Donnelly, Carol Flaton, Wilbert
James, Jr., Daniel Janki, John Krenicki, Jr., Timothy O’Brien, Daniel Silvers, Nathan Sleeper, Gunner Smith, Suzanne Stefany,
and Tyler Young.