Management’s Discussion and Analysis of Financial Condition and Results of Operations
MMI Door
JWI d/b/a Milliken Millwork, Inc.
NAV
Net Asset Value
NIST
National Institute of Standards and Technology
NOL
Net Operating Loss
NYSE
New York Stock Exchange
OBBBA
One Big Beautiful Bill Act
OECD
Organization for Economic Cooperation and Development
Omnibus Equity Plan
JELD-WEN Holding, Inc. 2017 Omnibus Equity Plan, as amended and restated effective April 24, 2025
PaDEP
Pennsylvania Department of Environmental Protection
PBGC
U.S. Pension Benefit Guaranty Corporation
Pillar Two
The Pillar Two Global Anti-Base Erosion rules
PLP
Potential Liability Party
Preferred Stock
90,000,000 shares of Preferred Stock, par value $0.01 per share, authorized under our Amended and Restated Certificate of Incorporation
PSU
Performance Stock Unit
Research and Development
Repair and Remodel
ROIC
Return on Invested Capital
ROU assets
Right-of-use Assets or Operating Lease Assets
RSU
Restricted Stock Unit
Sarbanes-Oxley
Sarbanes-Oxley Act of 2002, as amended
SEC
U.S. Securities and Exchange Commission
Securities Act
Securities Act of 1933, as amended
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Senior Notes
$800.0 million of unsecured notes issued in December 2017 in a private placement in two tranches: $400.0 million bearing interest at 4.63% and maturing in December 2025 ($200.0 million of which were redeemed in August 2023 and the remaining $200.0 million of which were redeemed in September 2024) and $400.0 million bearing interest at 4.875% and maturing in December 2027. $350.0 million of senior unsecured notes issued in August 2024 in a private placement bearing interest at 7.00% and maturing in September 2032
Senior Secured Notes
$250.0 million of senior secured notes issued in May 2020 in a private placement bearing interest at 6.25% and redeemed in August 2023
Selling, General and Administrative Expenses
SOFR
Secured Overnight Financing Rate
Steves
Steves and Sons, Inc.
Tax Act
Tax Cuts and Jobs Act
Term Loan Facility
Our term loan facility, dated as of October 15, 2014, and as amended from time to time with JWI, as borrower, the guarantors party thereto, a syndicate of lenders, and Bank of America, N.A., as administrative agent
Towanda
The Company’s former Towanda, PA business and related assets
TSR
Total Shareholder Return
United Kingdom of Great Britain and Northern Ireland
United States of America
USD
U.S. Dollar
UTP
Uncertain Tax Position
VOC
Volatile Organic Compounds
VPI
JWI d/b/a VPI Quality Windows, Inc.
WADOE
Washington State Department of Ecology
Working Capital
Accounts Receivable plus Inventory less Accounts Payable
WTW
Willis Towers Watson
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CERTAIN TRADEMARKS, TRADE NAMES, AND SERVICE MARKS
This report includes trademarks, trade names, and service marks owned by us. Our U.S. window and door trademarks include JELD-WEN ® , AuraLast ® , LaCANTINA ® , MMI Door ® , Karona ® , ImpactGard ® , JW ® , True BLU ® , ABS™, Siteline ® , National Door ® , Low-Friction Glider ® , Hydrolock ® , VPI™, FINISHIELD ® , MILLENNIUM ® , TRUFIT ® , EPICVUE ® , and EVELIN ® . Our trademarks are either registered or have been used as common law trademarks by us. The trademarks we use outside the U.S. include the Swedoor ® , Dooria ® , DANA ® , Mattiovi™, Zargag ® , Alupan ® , Domoferm ® , Kellpax ® , and HSE™ marks in Europe. ENERGY STAR ® is a registered trademark of the U.S. Environmental Protection Agency. This report contains additional trademarks, trade names, and service marks of others, which are, to our knowledge, the property of their respective owners. Solely for convenience, trademarks, trade names, and service marks referred to in this report appear without the ® , ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, trade names, and service marks. We do not intend our use of other parties’ trademarks, trade names, or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by these other parties.
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PART I - FINANCIAL INFORMATION
FORWARD-LOOKING STATEMENTS
In addition to historical information, this Form 10-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, which are subject to the “safe harbor” created by those sections. All statements, other than statements of historical facts, included in this Form 10-K are forward-looking statements. Forward-looking statements are generally identified by our use of forward-looking terminology, including the terms “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “seek,” or “should,” and, in each case, their negative or other various or comparable terminology. In particular, statements about the markets in which we operate, including growth of our various markets, and our expectations, beliefs, plans, strategies, objectives, prospects, assumptions, or future events or performance under Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 1 - Business are forward-looking statements. In addition, statements regarding the potential outcome and impact of pending litigation are forward-looking statements.
We have based these forward-looking statements on our current expectations, assumptions, estimates, and projections. While we believe these expectations, assumptions, estimates, and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors, including those discussed under the headings within Item 1A - Risk Factors in this Form 10-K may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Some of the factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include:
• negative trends in overall business, financial market and economic conditions, and/or activity levels in our end markets;
• increases in interest rates, sustained periods of elevated interest rates, and reduced availability of financing for the purchase of new homes and home construction and improvements;
• declines in our relationships with and/or consolidation of our key customers;
• our highly competitive business environment;
• failure to effectively manage and successfully implement our strategic and transformation journey initiatives, including our productivity, manufacturing realignment, cost reduction and global footprint rationalization initiatives;
• failure to retain and recruit executives, managers, and employees;
• disruptions in our operations due to changes in weather patterns and related extreme weather events, natural disasters, public health crises, and armed conflicts, acts of terrorism and civil unrest;
• failure to timely identify or effectively respond to consumer needs, expectations, or trends;
• seasonal business with varying revenue and profit;
• fluctuations in the prices of raw materials used to manufacture our products;
• delays or interruptions in the delivery of raw materials, finished goods, or certain component parts;
• changes to tariff, trade or investment policies or laws;
• economic and geopolitical uncertainty and risks that arise from operating a multinational business, including threat of fraud, public sector corruption, and other forms of criminal activity involving government officials;
• exchange rate fluctuations;
• product liability claims, product recalls, or warranty claims;
• adverse outcome of pending or future litigation;
• acquisitions, divestitures, or investments in other businesses that may not be successful;
• inability to protect our intellectual property;
• increases in labor costs, potential labor disputes, and work stoppages at our facilities;
• pension plan obligations;
• security breaches and other cybersecurity incidents;
• emerging issues related to our integration and use of AI;
• changes in building codes that could increase the cost of our products or lower the demand for our windows and doors;
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• compliance costs and liabilities under environmental, health, and safety laws and regulations;
• availability and cost of credit;
• our current level of indebtedness and the effect of restrictive covenants under our existing or future indebtedness including our Credit Facilities and Senior Notes; and
• other risks and uncertainties, including those listed under Item 1A - Risk Factors .
Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. Any forward-looking statement in this Form 10-K speaks only as of the date of this Form 10-K. We do not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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Item 1 - Business
Our Company
We are a leading global designer, manufacturer, and distributor of high-performance interior and exterior doors, windows, and related building products, serving the new construction and R&R sectors.
The JELD-WEN family of brands includes JELD-WEN worldwide; LaCantina and VPI in North America; and Swedoor, DANA, and Kellpex in Europe. Our customers include wholesale distributors and retailers as well as individual contractors and consumers. Our business is highly diversified by distribution channel, geography, and construction application as illustrated below:
2025 Net Revenues $3.21 billion
Channel
Geography
Construction Application (1)
(1) The percentage of net revenues by construction application is management’s estimate based on the end markets into which our customers sell.
As a leading global manufacturer of interior and exterior building products, we have invested significant capital to build a business platform that we believe is unique among our competitors. We operate 76 manufacturing and distribution facilities in 14 countries, located in North America and Europe. We are focused on optimizing our global footprint to enhance performance and improve profit margins.
On July 2, 2023, we completed the sale of JW Australia. The net assets and operations of the disposal group met the criteria to be classified as “discontinued operations” and are reported as such in all periods. Unless otherwise indicated, the description of our business provided in Part I pertains to continuing operations only. Refer to Note 1 - Description of Company and Summary of Significant Accounting Policies and Note 2 - Discontinued Operations and Divestiture to our consolidated financial statements included in this Form 10-K for more information .
For many product lines, our manufacturing processes are vertically integrated, enhancing our range of capabilities, our ability to innovate, and our quality control, as well as providing us with supply chain, transportation, and working capital savings. We believe that our manufacturing network allows us to deliver our broad portfolio of products to a wide range of customers across the globe, while improving our customer service and strengthening our market positions.
Our History
We were founded in 1960 by Richard L. Wendt, when he, together with four business partners, bought a millwork plant in Oregon. The subsequent decades were a time of successful expansion and growth as we added different businesses and product categories such as interior doors, exterior steel doors, and vinyl windows. Our first overseas acquisition was Norma Doors in Spain in 1992 and since then we have acquired or established numerous businesses in Europe and Canada, making JELD-WEN a global company.
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Our Business Strategy and Operating Model
We strive to achieve solid financial performance, and shareholder returns through the systematic execution of our strategy which includes:
• streamlining and simplifying the business, refining our product and brand strategies, rationalizing our global footprint, and strategically sourcing our raw materials;
• enhancing performance and improving profit margins through strategic pricing, cost-reduction and productivity initiatives, such as implementing targeted quality improvement programs, optimizing our sales force, right-sizing and consolidating our manufacturing network, investing in automation, and leveraging our scale to streamline sourcing;
• disciplined capital allocation and working capital management designed to maximize shareholder returns, cash flows, and return on invested capital in a balanced manner;
• focused go-to-market growth strategies and industry-leading innovations to support profitable organic revenue growth; and
• continuing our journey to drive a high-performing, values-based culture enabled by strategic clarity, leadership excellence, and a global recognition and incentives strategy.
Our Products
We provide a broad portfolio of interior and exterior doors, windows, and related building products manufactured from a variety of wood, metal, and composite materials offered across a full spectrum of price points. In the year ended December 31, 2025, our door sales accounted for 68% of net revenues, our window sales accounted for 19% of net revenues, and our other ancillary products and services accounted for 13% of net revenues.
Doors
We are a leading global manufacturer of residential doors. We offer a full line of residential interior and exterior door products, including patio doors and folding or sliding wall systems. Our non-residential door product offering is concentrated in Europe, where we are a leading non-residential door provider by net revenues in Germany, Austria, Switzerland, and Scandinavia. We also offer non-residential doors across North America in certain markets. To meet the design, durability, and energy efficiency requirements of our customers, our product portfolio encompasses many types of materials, including wood veneer, composite wood, steel, glass, and fiberglass that satisfy a range of price points from entry-level to high-end. Our highest volume products include molded interior doors and door systems, which are made from two composite molded door skins joined by a wooden frame and filled with a hollow honey-cell core or other solid core materials. These value doors are the most popular choice for interior residential applications in North America, France and the U.K. In the U.S., we manufacture exterior doors primarily made from fiberglass and steel. We also manufacturer stile and rail doors in our U.S. manufacturing facilities. In Europe, we also sell high performance residential and non-residential doors, with features such as soundproofing, fire resistance, radiation resistance, security, and in Scandinavia we design and manufacture doors which can withstand extreme environmental conditions in coastal and arctic environments. Additionally, we offer profitable value-added distribution services for residential and non-residential products in all our markets, including customizable configuration services, specialized component options, and multiple finishing options. These services are valued by labor constrained customers and allow us to capture more profit from the sale of our door products. In the U.S., our acquisitions of ABS and MMI Door are examples of our focus on value-added services.
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Windows
We are a leading manufacturer of residential windows in North America. We manufacture a full line of residential wood and vinyl windows in North America. Our window product lines comprise a full range of styles, features, and energy-saving options to meet the varied needs of our customers in each of our regional end markets. For example, our high-performance wood and vinyl windows with multi-pane glazing and superior energy efficiency properties are in greater demand in Canada and the northern U.S. In addition, our value windows are popular with production builders and the remodel and replacement markets. In select coastal regions, we offer impact windows that can withstand the impact of hurricane force winds and satisfy local building codes. Our wood windows remain prevalent as a high-end option because they possess both insulating qualities and the beauty of natural wood. In North America, our wood windows and patio doors include our proprietary AuraLast treatment, which is a unique water-based wood protection process that provides protection against wood rot and decay. We believe AuraLast is unique in its ability to penetrate and protect the wood through to the core, as opposed to being a shallow or surface-only treatment. With the acquisition of LaCantina Doors, the Company added LaCantina’s innovative folding, multi-slide, and swing patio doors and wall systems to its already robust windows product offering. We also offer a non-residential line of vinyl windows for a broad assortment of commercial applications. With the acquisition of VPI, we added vinyl windows for mid-rise, multi-family, institutional, hospitality, and commercial properties to our product lineup. We believe that our innovative energy-efficient windows position us to benefit from increasing environmental awareness among consumers and from changes in local building codes. In recognition of our expansive energy-efficient product line, we have been an ENERGY STAR partner since 1998. In 2024, we were recognized as ENERGY STAR Partner of the Year by the EPA, and our Canada business received ENERGY STAR Canada Manufacturer of the Year for windows and doors and has won 8 ENERGY STAR Canada Manufacturer of the Year Awards.
Other Ancillary Products and Services
In certain regions, we sell a variety of other products that are ancillary to our door and window offerings, which we do not classify as door or window sales. These products include glass, hardware and locks, and window screens. We also sell molded door skins to certain direct and indirect customers pursuant to long-term contracts, and these customers in turn use the molded door skins to manufacture interior doors and compete directly against us in the marketplace. Miscellaneous installation and other services are also included in this category.
Our Segments
We operate within the global market for residential and non-residential doors and windows with sales spanning approximately 75 countries. While we operate globally, the markets for doors and windows are regionally distinct with suppliers manufacturing finished goods in proximity to their customers. Finished doors and windows are generally bulky, expensive to ship, and, in the case of windows, fragile. Designs and specifications of doors and windows also vary from country to country due to differing construction methods, building codes, certification requirements, and consumer preferences. Customers also demand short delivery times and can require special order customizations. We believe that we are well-positioned to meet the global demands of our customers due to our strong brands, broad product line, and strategically located manufacturing and distribution facilities.
Our operations are managed and reported in two reportable segments, organized and managed principally in geographic regions: North America and Europe. We report all other business activities in Corporate and unallocated costs. Factors considered in determining the two reportable segments include the nature of business activities, the management structure accountable directly to the CODM, the discrete financial information regularly provided to the CODM, and information presented to the Board of Directors and investors.
North America
In our North America segment, we compete primarily in the new construction and R&R market for residential doors and windows in the U.S. and Canada. We are the only manufacturer that offers a full line of interior and exterior door and window products, allowing us to offer a more complete solution to our customer base. Our North American market is expected to continue to face headwinds during 2026 primarily due to historically high interest rates and continued labor, freight, and raw material inflation. We believe that our total market opportunity in North America will continue to include residential, non-residential, and repair and remodel applications along with other related building products.
Europe
The European market for doors is highly fragmented, and we have the only platform in the industry capable of serving nearly all European countries. In our Europe segment, we compete primarily in the market for residential and non-residential doors in Germany, the U.K., France, Austria, Switzerland, and Scandinavia. During 2026, we expect Europe markets to remain broadly flat, with the Nordics, the UK, and France expected to show signs of growth. The DACH region is likely to experience continued softness until late 2026, when conditions are expected to improve. Renovation is expected to outpace new builds in some regions, mainly due to government incentives introduced to stimulate demand.
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Refer to Note 14 - Segment Information to our consolidated financial statements included in this Form 10-K for more information about our segments.
Materials
We generally maintain a diversified supply base for the materials used in our manufacturing operations. The primary materials used for our door business include wood, wood composites, steel, glass, internally produced door skins, fiberglass compound, and hardware, as well as petroleum-based products such as resin and binders. The primary materials for our window business include wood, wood components, glass, and hardware, as well as aluminum and vinyl extrusions. Wood components for our window operations are sourced primarily from our own manufacturing plants, which allow us to improve margins and take advantage of our proprietary technologies such as our AuraLast wood treatment process.
We track commodities to understand our vendors’ costs, realizing that our costs are determined by the broader competitive market, tariffs, as well as by increases in the inputs to our vendors. To manage the risk in material costs, we develop strategic relationships with suppliers, routinely evaluate substitute components, develop new products, vertically integrate, where applicable, and seek alternative sources of supply from multiple vendors and often from multiple geographies.
Seasonality
In a typical year, our operating results are impacted by seasonality. Historically, peak season for home construction and remodeling in our North America and Europe segments generally corresponds with the second and third calendar quarters, and therefore our sales volume is generally higher during those quarters. Seasonal variations in operating results may be impacted by inclement weather conditions, such as cold or wet weather, which can delay construction projects.
Sales and Marketing
We actively market and sell our products directly to our customers around the world through our global sales force and indirectly through our marketing and branding initiatives, which includes our enhanced social media presence. Our global sales force, which is organized and managed regionally, focuses on building and maintaining relationships with key customers as well as managing customer supply needs and arranging in-store promotional initiatives. In North America and Europe, we also have dedicated teams that focus on our retail customers.
We continue to make investments in tools and technologies to enhance the effectiveness of our sales force and improve our customers’ purchasing experience. For example, we are continuing to invest in and utilize Salesforce in North America and Europe to enhance our customer relationships and support. We continue to leverage Salesforce for improved data management, service level tracking, Ecommerce, and workflow enhancements. We have also made investments in North America to streamline and automate order management and continue to expand post sales care through our virtual OnSite Applications and service scheduling. In Europe, we have launched new door configuration software in select countries, with plans to extend this launch to additional markets. This strategic investment aims to improve our customers' ordering experience with us, which will enhance our digital service offering and has improved our Net Promoter Score. We believe these investments will increase sales force effectiveness, create pull-through demand, and optimize sales force productivity.
We believe that our broad product portfolio of both doors and windows in North America is a competitive advantage as it allows us to cross-sell our door and window products to our end customers, many of whom find it more efficient to choose one supplier for their door and window needs on a given project.
Research and Development
We emphasize sustained investment in the development of new products, technologies, and materials as a core element of our business strategy. Our R&D activities include (i) creating new and derivative products, (ii) improving materials and components, and (iii) reengineering existing designs to reduce costs and enhance manufacturing efficiency.
We employ a formal governance framework to prioritize high‑impact initiatives and a stage‑gate process to manage execution from concept through commercialization, supporting consistent quality and efficient resource allocation. This stage‑gate framework is used across the organization including R&D and information technology to strengthen delivery discipline.
The global scale of our operations enables us to leverage shared product platforms and design libraries across markets. While product specifications and certifications vary by country, our global R&D footprint allows us to adapt designs to local requirements while capturing efficiencies in development, testing, and sourcing.
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Customers
We sell our products worldwide and have well-established relationships with numerous customers throughout the door and window distribution chain in each of our end markets, including retail home centers, wholesale distributors, and building product dealers that supply homebuilders, contractors, and consumers. Our wholesale customers include such industry leaders as ProBuild/Builders First Source, Saint-Gobain, and the Holzring group. Our home center customers include, among others, The Home Depot and Lowe’s Companies in North America, and B&Q, Howdens, and Bauhaus in Europe. We have maintained relationships with the majority of our top ten customers for over 25 years and believe that the strength and tenure of our customer relationships is based on the total value we provide, including the quality and breadth of our product offering, our customer service, innovation, and delivery capabilities. Our top ten customers together accounted for approximately 48%, 46%, and 43% of our net revenues in the years ended December 31, 2025, 2024, and 2023, respectively. The Home Depot, a customer of our North America segment, represented approximately 17%, 16%, and 15% of our consolidated net revenues during the years ended December 31, 2025, 2024, and 2023, respectively. Lowe’s Companies, another customer of our North America segment, represented approximately 13%, 12%, and 11% of our consolidated net revenues during the years ended December 31, 2025, 2024, and 2023, respectively.
Competition
The door and window industry is highly competitive and includes several regional and international competitors. Competition is largely based on the functional and aesthetic quality of products, service quality, distribution capability, and price. We believe that we are well positioned in our industry due to our leading brands, our broad product lines, our consistently high product quality and service, our global manufacturing and distribution capabilities, and our extensive multi-channel distribution. For North American interior doors, our major competitors include Masonite (a division of Owens Corning), Steves & Sons, Inc. and several smaller independent door manufacturers. For North American exterior doors, competitors include Masonite (a division of Owens Corning), Therma-Tru (a division of Fortune Brands), Plastpro and Steves & Sons, Inc. The North American window market is highly fragmented, with sizable competitors including Andersen, Pella, Marvin, Ply-Gem (a division of Cornerstone Building Brands, formerly NCI Building Systems), and Milgard (a division of MI Windows and Doors). The door manufacturers that we primarily compete with in our European markets include Huga, Prüm/Garant (a division of Arbonia Group), Viljandi, Masonite (a division of Owens Corning), Keyor, Herholz, and Hormann.
Intellectual Property
We rely primarily on patent, trademark, copyright, and trade secret laws and contractual commitments to protect our intellectual property and other proprietary rights. Generally, registered trademarks have a perpetual life, if they are renewed on a timely basis and continue to be used properly as trademarks. We intend to maintain the trademark registrations listed below so long as they remain valuable to our business.
Our U.S. window and door trademarks include JELD-WEN ® , AuraLast ® , LaCANTINA ® , MMI Door ® , Karona ® , ImpactGard ® , JW ® , True BLU ® , ABS™, Siteline ® , National Door ® , Low-Friction Glider ® , Hydrolock ® , VPI™, FINISHIELD ® , MILLENNIUM ® , TRUFIT ® , EPICVUE ® , and EVELIN ® . Our trademarks are either registered or have been used as common law trademarks by us. The trademarks we use outside the U.S. include the Swedoor ® , Dooria ® , DANA ® , Mattiovi™, Zargag ® , Alupan ® , Domoferm ® , Kellpax ® , and HSE™ marks in Europe.
Environmental, Social, and Governance Matters
Human Capital Management
We believe that the success of our mission is realized by the engagement and empowerment of our employees, and we are committed to investing in our people. Our senior leadership team, including our CEO and our Executive Vice President, Chief Human Resources Officer, is responsible for developing and executing our human capital strategy. This includes the attraction, retention, development, and engagement of talent. In addition, our Executive Vice President, Chief Human Resources Officer regularly updates senior management and our Board of Directors on the operation and status of our human capital management.
As of December 31, 2025, we employed approximately 13,900 people. Of our total number of employees, approximately 8,200 are employed in operations included in our North America segment and corporate operations, and approximately 5,700 are employed in operations included in our Europe segment.
In total, approximately 800, or 10%, of our employees in the U.S. and Canada are unionized. One facility in the U.S., representing 7 employees, is covered by collective bargaining agreements. In Canada, approximately 73% of our employees work at facilities covered by collective bargaining agreements. As is common in Europe, most of our facilities are covered by work councils and/or labor agreements. We believe we have satisfactory relationships with our employees and our organized labor unions.
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Health and Safety
We strive to operate in a way that prioritizes the health and safety of our employees, business partners, and the communities in which we operate. JELD-WEN's commitment to the EH&S of our associates is foundational and embedded in our values. Our EH&S programs are designed around global policies and standards and a commitment to complying with or exceeding applicable requirements within our manufacturing, service and install, and headquarter operations. We proactively implement management systems consistent with ISO 14001 and 45001 requirements to prevent EH&S risks and to create a strong safety culture and improve performance. We are committed to continuous improvement and continue to measure, refine, and improve on our performance. We educate and train our employees to help ensure compliance with our policies, standards, and management systems. We also have policies and procedures in place to encourage employees to stop work to address at-risk conditions without the threat of retaliation. Our management and Board of Directors also periodically review our health and safety practices to address ongoing effectiveness and compliance.
Employee Engagement and Cognitive Diversity
We believe that an engaged workforce provides a strong competitive advantage. To this end, the Company welcomes employee contributions that maximize diversity of thought, promote authenticity in discussion, and challenge the status quo. Our senior leadership team works to promote these goals in their respective organizations, and our recruitment strategy reflects our dedication to cognitive diversity. Furthermore, as part of our human capital strategy, we incorporate mentoring programs, support employee resource groups, and maintain an open-door policy where employees are free to inject their ideas, concerns, and other opinions into broader discussions around Company culture and strategy.
Training and Talent Development
We strive not only to attract and retain great talent but also to remain committed to the continued development of our workforce. Through a combination of individual development initiatives and training programs, we prepare employees for future, often advanced, roles that align with their career goals. Training is available for employees at all levels, whether they are senior leaders, mid-level managers, or front-line leaders, to upskill and grow their careers. This training incorporates global learning platforms, content libraries, and additional formal and informal training opportunities.
Internal job opportunities are posted for employees to review, and our internal mobility philosophy encourages employees to apply for roles after completing twelve months in their current position. As part of the annual performance management process, managers and employees meet to review goals and performance and to discuss actions for ongoing growth and development. Additionally, through enhancements in our global human capital platform, managers can identify and track potential successors for roles on their teams.
Retaining and developing early-career talent is also an important focus. Across our teams, we welcome interns, apprentices, and work-study arrangements that seed talent into manufacturing and team lead roles. Focusing on talent development across the organization will continue to be a key contributor to the company’s future success.
Organizational Health
We manage and measure our organizational health with a view to gaining insight into our employees’ experiences, levels of workplace satisfaction, and feelings of engagement within the Company. Organizational health is driven through an “enterprise-guided” approach that includes both global and local initiatives in line with the Company’s overall cultural vision and strategy. We measure organizational health annually through our global employee survey and strive to continually develop our culture and employee engagement. Results of the annual survey are communicated as global themes across the Company, with managers sharing more detailed insights from their areas of the business directly with their teams. The senior leadership team demonstrates their commitment to engagement through transparent communications in town halls and leadership team meetings; they also carry cultural targets on their individual annual goal plans.
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Environmental Sustainability
We strive to conduct our business in a manner that is environmentally sustainable and demonstrates environmental stewardship. Toward that end, we pursue processes that are designed to minimize waste, maximize efficient utilization of materials, and conserve resources, including using recycled and reused materials to produce portions of our products. We are taking steps to mitigate climate change by measuring and reducing our GHG emissions, implementing renewable energy solutions and pursuing efficiency projects. We offer a variety of products that contain pre-consumer recycled content, such as our vinyl windows, aluminum cladding, and window glass. In September 2024, we installed a solar PV panel system at our Spital, Austria facility which both cut costs from rising electricity prices in Central Europe and reduced GHG emissions from purchased electricity. Our U.S. produced pine wood windows and select patio doors and door frames are made from AuraLast ® pine, which is a proprietary, water-based wood protection process that results in a decrease of VOCs released during production. In addition, we manufacture many products that meet local green building provisions and top nationally recognized environmental programs. We continue to evaluate and modify our manufacturing and other processes on an ongoing basis to further reduce our impact on the environment.
Environmental Regulatory Actions
The geographic breadth of our facilities and the nature of our operations subject us to extensive environmental, health, and safety laws and regulations in jurisdictions throughout the world. Such laws and regulations relate to, among other things, air emissions, the treatment and discharge of wastewater, the discharge of hazardous materials into the environment, the handling, storage, use and disposal of solid, hazardous and other wastes, worker health and safety, or otherwise relate to health, safety, and protection of the environment. Many of our products are also subject to various laws and regulations, such as building and construction codes, product safety regulations, and regulations and mandates related to energy efficiency.
The nature of our operations, which involve the handling, storage, use, and disposal of hazardous wastes, exposes us to the risk of liability and claims associated with contamination at our current and former facilities or sites where we have disposed of or arranged for the disposal of waste, or with the impact of our products on human health and safety and the environment. Laws and regulations with respect to the investigation and remediation of contaminated sites can impose joint and several liability for releases or threatened releases of hazardous materials upon statutorily defined parties, including us, regardless of fault or the lawfulness of the original activity or disposal. We have been subject to claims, including having been named as a potentially responsible party, in certain proceedings initiated pursuant to CERCLA and similar state and foreign laws, regulations, and statutes, and may be named a potentially responsible party in other similar proceedings in the future. Unforeseen expenditures or liabilities may arise in connection with such matters.
We have also been the subject of certain environmental regulatory actions by the EPA and state regulatory agencies in the U.S. and foreign governmental authorities in jurisdictions in which we operate and are obligated to make certain expenditures in settlement of those actions. We do not expect expenditures for compliance with environmental laws and regulations to have a material adverse effect on our financial position or competitive position. However, the discovery of a presently unknown environmental condition, changes in environmental requirements or their enforcement, or other unanticipated events, may give rise to unforeseen expenditures and liabilities which could be material.
In 2007, we were identified by the WADOE as a PLP with respect to our former manufacturing site in Everett, Washington. In 2008, we entered into an Agreed Order with the WADOE to assess historic environmental contamination and remediation feasibility at the site. As part of the order, we agreed to develop a CAP, arising from the feasibility assessment. In December 2020, we submitted to the WADOE a draft feasibility assessment with an array of remedial alternatives, which we considered substantially complete. During 2021, several comment rounds were completed as well as the identification of the Port of Everett and W&W Everett Investment LLC as additional PLPs, with respect to this matter with each PLP being jointly and severally liable for the cleanup costs. The WADOE received the final feasibility assessment on December 31, 2021, containing various remedial alternatives with its preferred remedial alternatives totaling $23.4 million. Based on this study, we determined our range of possible outcomes to be $11.8 million to $33.4 million. On March 1, 2022, we delivered a draft CAP consistent with the preferred alternatives which was approved by WADOE in August 2023. The existing Agreed Order of 2008 was also modified with WADOE in July 2023 to support the development of the associated CAP investigation, sampling and design components. With additional information gathered from the CAP investigation during 2024, we determined the total range of possible remediation cost outcomes to be between $17.4 million to $33.6 million. We retained a provision of $11.8 million within our financial statements which considers the range of possible outcome costs and potential allocation of responsibility between the identified PLPs, both of which could vary materially from our estimates. In December 2025, as the scope and timing of the remedial work was further refined, we determined the total range of possible remediation cost outcomes remained between $17.4 million and $33.6 million, but that the more likely possible remediation cost outcome is approximately $21.0 million. The Company adjusted the provision within its financial statements to that amount and recognized a long-term receivable of $5.6 million within other assets in the accompanying consolidated balance sheet related to loss recoveries. This provision may ultimately be offset in whole or in part by recoveries from PLPs or insurance proceeds.
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In December 2020, we entered into a COA with the PaDEP to remove a pile of wood fiber waste from our site in Towanda, Pennsylvania, which we acquired in connection with our acquisition of CMI in 2012, by using it as fuel for a boiler at that site. The COA replaced a 2018 Consent Decree between the Company and PaDEP. Under the COA, we were required to achieve certain periodic removal objectives and ultimately remove the entire pile by August 31, 2025. As of December 31, 2024, there was $1.4 million in bonds posted in connection with these obligations. During December 2024, we removed the wood fiber waste pile from the site and our removal obligations under the COA were closed.
For more information regarding the risks associated with environmental, health, and safety laws and regulations, refer to Item 1A - Risk Factors .
Government Regulation
As a public company with global operations, we are subject to the laws and regulations of the United States and multiple foreign jurisdictions. These regulations, which differ among jurisdictions, include those related to financial and other disclosures, accounting standards, corporate governance, intellectual property, tax, trade, antitrust, employment, privacy, and anti-corruption, in addition to the environmental laws and regulations described above.
For a more detailed description of the various laws and regulations that affect our business, refer to Item 1A - Risk Factors .
Available Information
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Exchange Act, are filed with the SEC. We are subject to the informational requirements of the Exchange Act and file or furnish reports, proxy statements and other information with the SEC. Such reports and other information filed by us with the SEC are available free of charge on our website at investors.jeld-wen.com when such reports are made available and on the SEC’s website at www.sec.gov. The contents of these websites are not incorporated into this filing. Further, our references to the URLs for these websites are intended to be inactive textual references only.
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Executive Officers of the Registrant
Set forth below is certain information about our executive officers. The ages are as of February 23, 2026. There are no family relationships among the following executive officers.
William Christensen , Chief Executive Officer and Director. Mr. Christensen, age 53, joined the Company in April 2022 as Executive Vice President and President, Europe. In December 2022, he was appointed to his current role as Chief Executive Officer and Director of the Company. Prior to joining the Company, Mr. Christensen was Chief Executive Officer and Group Executive Board Chair of REHAU AG, a Swiss-based global manufacturer, from 2018 to 2021. Prior to his appointment as Chief Executive Officer in 2018, Mr. Christensen served as REHAU AG’s Chief Marketing Officer from 2016 to 2018. Prior to joining REHAU AG, Mr. Christensen was the President of innofund.vc, a venture capital investor, from 2016 to 2022. He was also the Chief Executive Officer of AFG Arbonia-Foster-Holding AG, a Swiss-based global building products manufacturer from 2014 to 2015. In addition, he spent ten years at Geberit International AG, a global plumbing manufacturer, in several executive roles including Group Executive Board Member and Head of International Sales, as well as President and Chief Executive Officer of The Chicago Faucets Company. He also served in various finance and business development roles at J.P. Morgan Securities and Rieter Automotive Systems. Mr. Christensen earned a bachelor’s degree in economics from Rollins College and an MBA from the University of Chicago’s Booth School of Business.
Rachael Elliott , Executive Vice President, North America. Ms. Elliott, age 46, joined the Company as Executive Vice President, North America in October 2025. Prior to joining the Company, Ms. Elliot was the Senior Vice President, Manufacturing Operations at Ashley Furniture Industries, a home furnishings manufacturer and retailer, from June 2022 to October 2025. Prior to Ashley Furniture, Ms. Elliott held various leadership roles at Masonite International, a designer, manufacturer and distributor of interior and exterior doors, including Vice President, Environmental Health and Safety, from January 2022 to June 2022 and Vice President, Global Operations and Supply Chain-Architectural, from January 2020 to January 2022. Ms. Elliott also held various leadership roles at Walmart. Ms. Elliott earned a bachelor’s degree in construction engineering and a master’s degree in workforce training and development from the University of Southern Mississippi.
Jeffrey Embt , Vice President, Chief Accounting Officer. Mr. Embt, age 44, joined the Company as Vice President and Chief Accounting Officer in January 2026. Prior to joining the Company, Mr. Embt served as Chief Financial Officer of Proterra LLC, a manufacturer of battery systems for electric vehicles and commercial equipment, where he was also the Chief Accounting Officer from June 2023 until March 2024. Prior to Proterra, Mr. Embt held various accounting and finance positions with increasing levels of responsibilities at BWX Technologies, Inc., global manufacturer of nuclear components, including Head of Finance for BWXT Medical from February 2022 to June 2023 and Manager, Technical Accounting from April 2017 to January 2022. Mr. Embt was also an Audit Senior Manager with Deloitte & Touche LLP. Mr. Embt has a bachelor’s degree in accounting and finance from Coastal Carolina University and completed his graduate and executive education at the University of Tennessee.
James Hayes , Executive Vice President, General Counsel and Corporate Secretary. Mr. Hayes, age 53, joined the Company in August 2018 as Vice President, Deputy General Counsel. In August 2022, he was promoted to Senior Vice President, Deputy General Counsel and Corporate Secretary. He was appointed to his current role in June 2023. Mr. Hayes leads the global legal team, providing legal advice and guidance to the Board of Directors and the senior leadership team. Mr. Hayes earned a bachelor’s degree in English and history from Emory University and a law degree from Villanova University School of Law.
Wendy Livingston , Executive Vice President, Chief Human Resources Officer. Ms. Livingston, age 52, joined the Company as Executive Vice President, Chief Human Resources Officer in June 2023. Prior to joining the Company, Ms. Livingston was the Chief People Officer for Spreetail, a multinational e-commerce company, from August 2022 to June 2023 and the Senior Vice President and Chief Human Resources Officer for Harsco Corporation (now Enviri Corporation), a global environmental services company , from August 2020 to August 2022. She held leadership roles of increasing responsibility at The Boeing Company, a global aerospace company, from 1996 to 2020, including interim Senior Vice President, Human Resources in 2020 and Vice President, Corporate Human Resources from 2017 to 2020. Ms. Livingston earned a bachelor’s degree in business administration from Peru State College, a master’s degree in human resource management from Lindenwood University and is certified by the Society for Human Resource Management .
Matthew Meier , Executive Vice President, Chief Digital and Information Officer. Mr. Meier, age 53, joined the Company as Executive Vice President, Chief Digital and Information Officer in January 2024. Previously, he was Executive Vice President, Chief Digital and Data Officer at Driven Brands Holding, Inc., an automotive services company, from October 2021 to January 2024. Prior to joining Driven Brands, Mr. Meier was employed at Whirlpool Corporation, a manufacturer of home appliances, as the Vice President, Global Technology Value Streams from 2020 to 2021 and as Vice President, Chief Information Officer from 2016 to 2020. Mr. Meier earned a bachelor’s degree in industrial engineering from Purdue University, a master’s degree in information systems management from Carnegie Mellon University and an MBA from the Massachusetts Institute of Technology Sloan School of Management.
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Samantha Stoddard , Executive Vice President, Chief Financial Officer. Ms. Stoddard, age 42, joined the Company in December 2020 as Vice President, Operations Finance. In February 2022, she was promoted to North America Chief Financial Officer. In April 2024, she expanded her responsibilities to include leading global Finance Planning and Analysis (FP&A) and assumed the additional role as the Head of FP&A. Ms. Stoddard was appointed to her current role in July 2024. Prior to joining JELD-WEN, Ms. Stoddard held various roles of increasing responsibility at Honeywell International, an American advanced-technology company, from April 2018 to December 2020, serving as the Chief Financial Officer, Personal Protection Equipment, from May 2020 to December 2020 and the Chief Financial Officer, Safety and Productivity Solutions Supply Chain, from February 2019 to April 2020. Ms. Stoddard earned a bachelor’s degree in economics and political science from Wake Forest University and a master’s degree in accounting from The University of Texas at Dallas.
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Item 1A - Risk Factors
Investing in our Common Stock involves a high degree of risk. These risks include those described below and may include additional risks and uncertainties not presently known to us or that we currently deem immaterial. You should carefully consider the following factors, as well as other information contained or incorporated by reference in this Annual Report on Form 10-K, before deciding to invest in shares of our Common Stock. Our business, financial condition, and results of operations could be materially adversely affected by any of these risks, and the trading price of our Common Stock could decline due to any of these risks, and you may lose all or part of your investment in our Common Stock.
Risks Relating to Our Business and Industry
Negative trends in overall business, financial market and economic conditions, and activity levels in our end markets may reduce demand for our products, which could have a material adverse effect on our business, financial condition, and results of operations.
Negative trends in overall business, financial market, and economic conditions globally or in the regions where we operate may reduce demand for our doors and windows, which is tied to activity levels in the R&R and new residential and non-residential construction end markets. In particular, the following factors may have a direct impact on our business in the regions where our products are marketed and sold:
• the strength of the economy;
• employment rates, consumer confidence, and spending rates;
• the availability and cost of credit;
• interest rate fluctuations (including mortgage and credit card interest rates), sustained periods of elevated interest rates, and the availability of financing for our customers and consumers;
• the amount and type of residential and non-residential construction;
• housing sales and home values;
• the age of existing home stock, home vacancy rates, and foreclosures;
• volatility in both debt and equity capital markets;
• increases in the cost of raw materials or any shortage in supplies or labor, including as a result of tariffs or other trade restrictions;
• disruptions or delays to the global supply chain;
• the effects of governmental regulation and initiatives to manage economic conditions;
• armed conflicts, acts of terrorism or civil unrest;
• geographical shifts in population and other changes in demographics; and
• changes in weather patterns and extreme weather events.
R&R spending is discretionary and can be deferred or postponed entirely when economic conditions are poor. We have experienced sales declines in all our end markets during recent economic downturns.
Uncertain economic and political conditions may make it difficult for us and our customers or suppliers to accurately forecast and plan future business activities or may cause delays or cancellation of construction projects. For example, changes to policies related to global trade and tariffs may result in uncertainty surrounding the future of the global economy which could have an adverse impact on consumer spending as well as our input costs.
The ability of consumers to finance home construction and improvements is affected by the ability of consumers to procure third-party financing and the interest rates available for home mortgages, credit card debt, home equity or other lines of credit, and other sources of third-party financing. Negative business, financial market, and economic conditions, including rising inflation, interest rates and difficulty for consumers to procure financing, globally and within the industries or regions we compete in may materially and adversely affect demand for or costs to produce our products which could have a material adverse effect on our business, financial condition, and results of operations.
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A decline in our relationships with our key customers, the amount of products they purchase from us, or a decline in our key customers’ financial condition could have a material adverse effect on our business, financial condition, and results of operations.
Our business depends on our relationships with our key customers, which consist mainly of wholesale distributors and retail home centers.
Our top ten customers together accounted for approximately 48%, 46%, and 43% of our net revenues in the years ended December 31, 2025, 2024, and 2023, respectively. The Home Depot, a customer of our North America segment, represented approximately 17%, 16%, and 15% of our consolidated net revenues during the years ended December 31, 2025, 2024, and 2023, respectively. Lowe’s Companies, another customer of our North America segment, represented approximately 13%, 12%, and 11% of our consolidated net revenues during the years ended December 31, 2025, 2024, and 2023, respectively. Although we have established and maintain significant long-term relationships with our key customers, we cannot assure you that all these relationships will continue or will not diminish. Some of our key customers are volume purchasers who are much larger than us and have strong bargaining power with their suppliers, which limits our ability to recover cost increases through higher selling prices. We generally do not enter into long-term contracts with our customers, and they generally do not have an obligation to purchase products from us. Accordingly, sales from customers that have accounted for a significant portion of our sales in past periods, individually or as a group, may not continue in future periods, or if continued, may not reach or exceed historical levels in any period. For example, certain of our large customers perform periodic line reviews to assess their product offering, which have in the past and may in the future lead to loss of business and pricing pressures. Some of our large customers may also experience economic difficulties or otherwise default on their obligations to us. Furthermore, our pricing optimization strategy, which requires maintaining pricing discipline to improve or maintain profit margins, has in the past and may in the future lead to the loss of certain customers, including key customers, who do not agree to our pricing terms. The loss of, or a diminution in our relationship with, any of our largest customers could lower our sales volumes and could have a material adverse effect on our business, financial condition, and results of operations.
We operate in a highly competitive business environment. Failure to compete effectively and any decrease in demand for our products could have a material adverse effect on our business, financial condition, and results of operations.
We operate in a highly competitive business environment. Some of our competitors may have greater financial, marketing, and distribution resources and may develop stronger relationships with customers in the markets where we sell our products. Some of our competitors may be less leveraged than we are, providing them with more flexibility to invest in new facilities and processes and making them better able to withstand adverse economic or industry conditions. In addition, our competitors could introduce new or improved products or changes in manufacturing technologies that would replace or reduce demand for our products.
Some of our competitors, regardless of their size or resources, may also choose to compete in the marketplace by adopting more aggressive sales policies, including price cuts, or by devoting greater resources to the development, promotion, and sale of their products. This could result in a loss of customers and/or market share to these competitors, which may cause us to reduce the prices at which we sell our products to remain competitive.
As a result of competitive bidding processes, we may have to provide pricing concessions to our significant customers for us to keep their business. Reduced pricing would result in lower product margins on sales to those customers. There is no guarantee that a reduction in prices would be offset by sufficient gains in market share and sales volume to those customers.
The loss of, or a reduction in orders from, any significant customers, or decreases in the prices of our products due to lower demand, could have a material adverse effect on our business, financial condition, and results of operations.
Failure to effectively manage and implement our strategic cost reduction and productivity initiatives could adversely impact our business, financial condition, and results of operations.
Our future financial performance depends in part on our management’s ability to successfully implement our strategic initiatives, including our productivity, cost reduction, and global footprint rationalization initiatives. Such initiatives may include the consolidation, integration, and upgrading of facilities, functions, systems, and procedures. These initiatives involve substantial planning, often require capital investments, and may result in charges for fixed asset impairments or obsolescence and substantial severance costs. We cannot guarantee the successful implementation of these initiatives and related strategies throughout the geographic regions in which we operate or that such implementation will improve our operating results. Additionally, our ability to achieve the anticipated growth, cost savings and other benefits within expected timeframes is subject to many estimates and assumptions, which are in turn subject to significant economic, competitive, and other uncertainties, some of which are beyond our control. Any failure to successfully implement these initiatives and related strategies could adversely affect our business, financial condition, and results of operations, including increases in our restructuring and asset-related charges, net. We may, in addition, decide to alter or discontinue certain aspects of our business strategy at any time.
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Our business will suffer if we are unable to retain and recruit executives, managers and employees at a competitive cost.
The success of our business depends upon the skills, experience, and efforts of our executives and other key employees. Our senior management team has acquired specialized knowledge and skills with respect to our business, and the loss of any of these individuals could harm our business, especially if we are not successful in developing adequate succession plans. In addition, we rely on the specialized knowledge and experience of certain key technical employees. Our business also depends on our ability to continue to recruit, train, and retain skilled employees. The loss of the services of these key executives and employees, or our inability to hire new personnel with the requisite skills, could have a material adverse effect on our business, financial condition, and results of operations. For example, our ability to develop new products or enhance existing products, sell products to our customers, or manage our business effectively could be impaired if we are unable to retain and attract qualified personnel. In addition, a significant increase in the wages paid by competing employers could result in a reduction of our qualified labor force, an increase in the wage rates that we must pay, or both. Lastly, we may experience higher levels of attrition within our professional workforce for a variety of reasons in the future, including if our compensation programs become uncompetitive or if the Company experiences significant disruption, including an economic downturn. We may not be able to attract highly qualified employees to replace such key personnel, particularly if the underlying reasons for the loss make the Company uncompetitive or attractive as an employer.
A disruption in our operations due to changes in weather patterns and related extreme weather events, natural disasters, public health crises, unstable geopolitical conditions or armed conflicts could have a material adverse effect on our business, financial condition, and results of operations.
We operate facilities worldwide, including in areas that are vulnerable to hurricanes, earthquakes, wildfires, and other natural disasters. Weather patterns may affect our operating results and our ability to maintain our sales volume throughout the year. Because our customers depend on suitable weather to engage in construction projects, increased frequency or duration of extreme weather conditions could have a material adverse effect on our financial results or financial condition. Also, we cannot predict the effects that global climate change may have on our business. In addition to changes in weather patterns, it might, for example, reduce the demand for construction, destroy forests (increasing the cost and reducing the availability of wood products used in construction), and increase the cost and reduce the availability of raw materials and energy.
In addition, our operations may be interrupted by natural disasters, public health crises, armed conflicts, terrorist attacks or other catastrophic events. These events may directly impact our suppliers’ or customers’ physical facilities or make the transportation of our supplies and products more difficult and more expensive and ultimately have a material adverse effect on our business, financial condition, and results of operations. For instance, instabilities in the Middle East and the ongoing conflict between Russia and Ukraine, including sanctions imposed on Russia, has and could continue to cause shortages in materials and heightened inflation on materials, freight, and other variable costs, such as utilities. The extent to which any extraordinary event impacts us depends on numerous factors and future developments that we are not able to predict, including the duration and scope of the event; governmental, business, and individuals’ actions in response to the event; our ability to maintain sufficient qualified personnel; global supply chain disruptions caused by the event; and the impact of the event on economic activity, including financial market instability.
We may not identify or effectively respond to consumer needs, expectations, or trends in a timely fashion, which could adversely affect our relationship with customers, our reputation, the demand for our brands, products, and services, and our market share.
Our business is subject to changing consumer and industry trends, demands and preferences that we must continually anticipate and adapt to, such as the increasing use of technology by our customers. Consumers are increasingly using the internet and mobile technology to research home improvement products and to inform and provide feedback on their purchasing and ownership experience for these products. Trends towards online purchases could impact our ability to compete as we currently sell a significant portion of our products through retail home centers, wholesale distributors, and building products dealers.
Accordingly, the success of our business depends in part on our ability to maintain strong brands and identify and respond promptly to evolving trends in demographics, consumer preferences, expectations, and needs, while also managing inventory levels. It is difficult to successfully predict the products and services our customers will demand. Even if we are successful in anticipating consumer preferences, our ability to adequately react to and address those preferences will in part depend upon our continued ability to develop and introduce innovative, high-quality products and acquire or develop the intellectual property necessary to develop new products or improve our existing products. There can be no assurance that the products we develop, even those to which we devote substantial resources, will be successful. Investment in a product could divert our attention and resources from other projects that become more commercially viable in the future. Failure to anticipate and successfully react to changing consumer preferences could have a material adverse effect on our business, financial condition, and results of operations.
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Our business is seasonal, and revenue and profit can vary significantly throughout the year, which may adversely impact the timing of our cash flows and limit our liquidity at certain times of the year.
Our business is seasonal, and our net revenues and operating results can vary significantly from quarter to quarter based upon the timing of the building season in our markets. Our sales typically follow seasonal new construction and R&R industry patterns. The peak season for home construction and R&R activity in the majority of the geographies where we market and sell our products generally corresponds with the second and third calendar quarters, and therefore our sales volume is typically higher during those quarters. Our first and fourth quarter sales volumes are generally lower due to reduced R&R and new construction activity as a result of less favorable climate conditions in the majority of our geographic end markets. Failure to effectively manage our inventory in anticipation of or in response to seasonal fluctuations could negatively impact our liquidity profile during certain seasonal periods.
Prices and availability of raw materials, freight, energy and other critical inputs we use to manufacture our products are subject to fluctuations due to inflation and other factors, and we may be unable to pass along to our customers the effects of any price increases.
As a manufacturer, our sales and profitability are dependent on the availability and cost of raw materials, freight, energy and other inputs. Prices and availability of our critical inputs fluctuate for a variety of reasons beyond our control, many of which cannot be anticipated with any degree of reliability. The reasons for these fluctuations include, among other things, variable worldwide supply and demand across different industries, speculation in commodities futures, general economic or environmental conditions, inflation, political unrest and instability, such as the ongoing military conflict between Russia and Ukraine and instabilities in the Middle East, labor costs, competition, import duties, tariffs, worldwide currency fluctuations, freight, regulatory costs, and product and process evolutions that impact demand for the same materials. Our most significant raw materials include logs and lumber, vinyl extrusions, glass, steel, and aluminum, each of which has been subject to periods of rapid and significant fluctuations in price. As another example, as global demand for key chemicals increases, the limited number of suppliers and investment in greater supply capacity drives increased global pricing. Changes in the prices of critical inputs have, and may continue to have, a material adverse effect on our business, financial condition, and results of operations.
We have short-term supply contracts with certain of our largest suppliers that limit our exposure to short-term fluctuations in prices and the availability of our materials, but we are susceptible to longer-term fluctuations in prices. Generally, we do not hedge against commodity price fluctuations but may from time to time. Significant increases in the prices of raw materials for finished goods, including as a result of significant or protracted material shortages, may be difficult to pass through to customers and may negatively impact our profitability and net revenues. We may attempt to modify products that use certain raw materials, but these changes may not be successful.
Some of our manufacturing operations require the use of substantial amounts of electricity and natural gas, which may be subject to significant price increases as the result of changes in overall supply and demand and the impacts of legislation and regulatory action. The current conflict between Russia and Ukraine has, and may continue to, affect the price of oil and natural gas throughout the world and impact the availability of energy supplies and other inputs at our manufacturing sites, particularly in Europe. Such a disruption in the supply of natural gas could impact our ability to continue our operations at such sites at normal levels. We have taken actions in an attempt to reduce the impact of energy price increases. However, these efforts may be insufficient to protect us against fluctuations in energy prices or shortages of natural gas, and we could suffer adverse effects to net income and cash flow should we be unable to either offset or pass higher energy costs through to our customers in a timely manner or at all.
Our business may be affected by delays or interruptions in the delivery of raw materials, finished goods, and certain component parts. A supply shortage or delivery chain interruption could have a material adverse effect on our business, financial condition, and results of operations.
We rely upon regular deliveries of raw materials, finished goods, and certain component parts. For certain raw materials that are used in our products, we depend on a single or limited number of suppliers for our materials, and we typically do not have long-term contracts with our suppliers. If we cannot accurately forecast our supply needs, our limited number of suppliers may make it difficult to quickly obtain additional raw materials to respond to shifting or increased demand. In addition, a supply shortage could occur as a result of unanticipated increases in market demand, including as a result of accelerated demand in reaction to the threat of tariffs or trade restrictions; difficulties in production or delivery, including insufficient energy supply; financial difficulties; or catastrophic events in the supply chain. Furthermore, because our products and the components of some of our products are subject to regulation, changes to these regulations could cause delays in delivery of raw materials, finished goods, and certain component parts.
We have experienced impacts to our supply chain from economic and geopolitical uncertainties, including the ongoing military conflict between Russia and Ukraine, which have resulted in delays in receiving materials, manufacturing downtime, increased backlogs, and delayed out-bound freight.
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Until we can make acceptable arrangements with alternate suppliers, any interruption or disruption could impact our ability to ship orders on time and could idle some of our manufacturing capability for those products. This could result in a loss of revenues, reduced margins, and damage to our relationships with customers, which could have a material adverse effect on our business, financial condition, and results of operations.
Changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences, have had and could continue to have an adverse effect on our results of operations.
The U.S. government has made changes in U.S. trade policy over the past several years. These changes include renegotiating and terminating certain existing bilateral or multi-lateral trade agreements, such as the U.S.-Mexico-Canada Agreement, and initiating tariffs on certain foreign goods from a variety of countries and regions. In particular, the U.S. has imposed tariffs on various imported products, particularly from China, as well as on certain steel and aluminum products from other countries. The imposition of tariffs may impact the prices of materials purchased outside of the U.S. and include goods in transit as well as increase the price of domestically sourced materials, including, in particular, steel and aluminum. T hese changes in U.S. trade policy have resulted in, and may continue to result in, one or more foreign governments adopting responsive trade policies that make it more difficult or costly for us to do business in or import our products or components from those countries or otherwise impact pricing and availability of raw materials. Additionally, anti-dumping and countervailing duty trade cases could impact our business and results of operations. We cannot predict the extent to which the U.S. or other countries will impose new or additional quotas, duties, tariffs, taxes or other similar restrictions upon the import or export of our products in the future, nor can we predict future trade policy or the terms of any renegotiated trade agreements and their impact on our business. The continuing adoption or expansion of trade restrictions, the occurrence of a trade war, or other governmental action related to tariffs or trade agreements or policies has and could continue to adversely impact demand for our products, our costs, our customers, our suppliers, and the U.S. economy, which in turn could have a material adverse effect on our business, results of operations, and financial condition.
We are exposed to political, economic, and other risks that arise from operating a multinational business.
We have operations in North America and Europe. In the year ended December 31, 2025, our North America segment accounted for approximately 67% of net revenues and our Europe segment accounted for approximately 33% of net revenues. Further, certain of our businesses obtain raw materials and finished goods from foreign suppliers. Accordingly, our business is subject to political, economic, and other risks that are inherent in operating in numerous countries.
These risks include:
• the difficulty of enforcing agreements, collecting receivables, and protecting assets through foreign legal systems;
• trade protection measures and import or export licensing requirements;
• the imposition of, or increases in, tariffs or other trade restrictions;
• adverse domestic or international economic and political conditions, business interruption, war or civil disturbance;
• required compliance with a variety of foreign laws and regulations, including the application of foreign labor regulations;
• tax rates in foreign countries and the imposition of withholding requirements on foreign earnings;
• difficulty in staffing and managing widespread operations;
• difficulty in transporting materials, components, and products;
• currency exchange rate fluctuations or the imposition of, or increases in, currency exchange controls; and
• potential inflation and interest rate fluctuation in applicable non-U.S. economies.
Additionally, as a result of the international nature of our operations, we may be subject to anti-corruption laws in various jurisdictions, including the FCPA, the U.K. Bribery Act and other anti-bribery laws that generally prohibit improper payments or offers of payments to foreign government officials for the purpose of obtaining or retaining business. We have established anti-bribery/anti-corruption policies and procedures and offer several channels for raising concerns in an effort to comply with applicable laws and regulations. However, there can be no assurance that our policies and procedures will effectively prevent our employees or agents from violating these laws and regulations. Any determination that we have violated the FCPA or other anti-bribery/anti-corruption laws (whether directly or through acts of others, intentionally or through inadvertence) could result in severe criminal and civil sanctions and other liabilities that could have a material adverse effect on our business, reputation, financial condition, and results of operations.
As a global business with international operations, we may have difficulty anticipating and effectively managing these and other risks, which may adversely impact our business outside of the U.S. and our financial condition and results of operations.
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Certain of our customers may further expand through consolidation and internal growth, which may increase their buying power. The increased size of our customers could have a material adverse effect on our business, financial condition, and results of operations.
Certain of our significant customers are large companies with strong buying power, and our customers have consolidated over time and may further expand through consolidation or internal growth. Consolidation could decrease the number of potential significant customers for our products and increase our reliance on key customers. Further, the increased size of our customers has, and may continue to, result in our customers seeking more favorable terms, including pricing, for the products that they purchase from us. Accordingly, the increased size of our customers may continue to further limit our ability to maintain or raise prices in the future. This could have a material adverse effect on our business, financial condition, and results of operations.
Exchange rate fluctuations may impact our business, financial condition, and results of operations.
Our operations expose us to both transaction and translation exchange rate risks. In the year ended December 31, 2025, 39% of our net revenues came from sales outside of the U.S., and we anticipate that our operations outside of the U.S. will continue to represent a significant portion of our net revenues for the foreseeable future. In addition, the nature of our operations often requires that we incur expenses in currencies other than those in which we earn revenue. In addition, if the effective price of our products were to increase as a result of fluctuations in foreign currency exchange rates, demand for our products could decline, which could adversely affect our business, financial condition, and results of operations. Also, because our financial statements are presented in U.S. dollars, we must translate the financial statements of our foreign subsidiaries and affiliates into U.S. dollars at exchange rates in effect during or at the end of each reporting period, and increases or decreases in the value of the U.S. dollar against other major currencies will affect our reported financial results, including the amount of our outstanding indebtedness.
We may be the subject of product liability claims, or product recalls and we may not accurately estimate costs related to warranty claims. Expenses associated with product liability claims and lawsuits and related negative publicity or warranty claims in excess of our reserves could have a material adverse effect on our business, financial condition, and results of operations.
Our products are used in a wide variety of residential, non-residential, and architectural applications. We face the risk of exposure to product liability or other claims, including class action lawsuits, in the event our products are alleged to be defective or have resulted in harm to others or to property. We may in the future incur liability if product liability lawsuits against us are successful. Moreover, any such lawsuits, whether or not successful, could result in adverse publicity to us, which could cause our sales to decline materially. In addition, it may be necessary for us to recall defective products, which would also result in adverse publicity, as well as resulting in costs connected to the recall and loss of sales. We maintain insurance coverage to protect us against product liability claims, but that coverage may not be adequate to cover all claims that may arise, or we may not be able to maintain adequate insurance coverage in the future at an acceptable cost. Any liability not covered by insurance could have a material adverse effect on our business, financial condition, and results of operations.
In addition, consistent with industry practice, we provide warranties on many of our products, and we may experience costs associated with warranty claims if our products have defects in manufacture or design or they do not meet contractual specifications. We estimate our future warranty costs based on historical trends and product sales, but we may fail to accurately estimate those costs and thereby fail to establish adequate warranty reserves for them. If warranty claims exceed our estimates, it may have a material adverse effect on our business, financial condition, and results of operations.
Our annual effective tax rate and the amount of taxes we pay can change materially as a result of changes in U.S. and foreign tax laws, changes in the mix of our U.S. and foreign earnings, adjustments to our estimates for the potential outcome of any uncertain tax issues, and audits by federal, state and foreign tax authorities.
As a large multinational corporation, we are subject to U.S. federal, state and local, and many foreign tax laws and regulations, all of which are complex and subject to significant change and varying interpretations. Changes in these laws or regulations, or any change in the position of taxing authorities regarding their application, administration or interpretation, could have a material adverse effect on our business, consolidated financial condition or results of our operations.
The Company must make judgments about the application of these inherently complex tax laws when calculating the provision for income taxes. The Company’s provision for income taxes also includes estimates of additional tax that may be incurred for tax exposures and reflects various estimates and assumptions, including assessments of future earnings of the Company that could impact the valuation of its deferred tax assets. The Company’s future results of operations and tax liability could be adversely affected by changes in the overall profitability of the Company, changes in the valuation of deferred tax assets and liabilities, changes in our effective tax rate as a result of a change in the mix of earnings in countries with differing statutory tax rates, and ongoing assessments of the Company’s tax exposures.
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We make estimates of the potential outcome of uncertain tax issues based on our assessment of relevant risks and facts and circumstances existing at the time, and we use these assessments to determine the adequacy of our provision for income taxes and other tax-related accounts. These estimates are highly judgmental. Future results may include favorable or unfavorable adjustments to estimated tax liabilities, which may cause our effective tax rate to fluctuate significantly.
In addition, our products, and our customers’ products, are subject to import and excise duties and/or sales or value-added taxes in many jurisdictions in which we operate. Increases in these indirect taxes could affect the affordability of our products and our customers’ products, and, therefore, reduce demand.
Recently, international tax norms governing each country’s jurisdiction to tax cross-border international trade have evolved, and are expected to continue to evolve, due in part to the Base Erosion and Profit Shifting project led by the OECD, which represents a coalition of member countries including the United States, and supported by the G20. In addition, a number of countries are actively pursuing changes to their tax laws applicable to multinational corporations. Changes in these laws and regulations, or any change in the position of tax authorities regarding their application, administration or interpretation could adversely affect our financial results.
In addition, our income tax returns are subject to regular examination by domestic and foreign tax authorities. These taxing authorities may disagree with the positions we have taken or intend to take regarding the tax treatment or characterization of any of our transactions. If any tax authority were to successfully challenge the tax treatment or characterization of any of our transactions, it could have a material adverse effect on our business, consolidated financial condition or results of our operations. Furthermore, regardless of whether any such challenge is resolved in our favor, the final resolution of such matter could be expensive and time consuming to defend and/or settle.
We may make acquisitions, divestitures, or investments in other businesses, which may involve risks or may not be successful.
Generally, we may seek to acquire businesses that broaden our existing product lines and service offerings or expand our geographic reach. There can be no assurance that we will be able to identify suitable acquisition candidates or that our acquisitions or investments in other businesses will be successful. We may also seek to divest businesses that do not align with our goal of streamlining and simplifying our operations. These acquisitions or investments in other businesses may also involve risks, many of which may be unpredictable and beyond our control, and which may have a material adverse effect on our business, financial condition, and results of operations, including risks related to:
• the nature of the acquired company’s business;
• any acquired business not performing as well as anticipated;
• the potential loss of key employees of the acquired company;
• our inability to retain the customers and partners of the acquired company;
• any damage to our reputation as a result of performance or customer satisfaction problems relating to an acquired business;
• the failure of our due diligence procedures to detect material issues related to the acquired business, including exposure to legal claims for activities of the acquired business prior to the acquisition;
• unexpected liabilities resulting from the acquisition for which we may not be adequately indemnified;
• our inability to enforce indemnification and non-compete agreements;
• the integration of the personnel, operations, technologies, and products of the acquired business, and establishment of internal controls, into the acquired company’s operations;
• our failure to achieve projected synergies or cost savings;
• additional stock-based compensation issued or assumed in connection with an acquisition, including the impact on stockholder dilution and our results of operations;
• our inability to establish uniform standards, controls, procedures, and policies;
• any requirement that we make divestitures of operations or properties in connection with any acquisitions;
• the diversion of management attention and financial resources;
• our inability to obtain approvals from government authorities; and
• any unforeseen management and operational difficulties, particularly if we acquire assets or businesses in new foreign jurisdictions where we have little or no operational experience.
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Our inability to achieve the anticipated benefits of acquisitions and other investments could materially and adversely affect our business, financial condition, and results of operations. In addition, how we finance an acquisition may have a material adverse effect on our business, financial condition, and results of operations, including changes to our equity, debt, and liquidity position. If we issue Convertible Preferred or Common Stock to pay for an acquisition, the ownership percentage of our existing shareholders may be diluted. Using our existing cash may reduce our liquidity. Incurring additional debt to fund an acquisition may result in higher debt service and a requirement to comply with additional financial and other covenants, including potential restrictions on future acquisitions and distributions.
We may be unable to protect our intellectual property, and we may face claims of intellectual property infringement.
We rely on a combination of patent, copyright, trademark, and trade secret laws, as well as confidentiality agreements, nondisclosure agreements, and other contractual commitments, to protect our intellectual property rights. However, these measures may not be adequate or sufficient, and third parties may not always respect these legal protections even if they are aware of them. In addition, our competitors may develop similar technologies and knowledge without violating our intellectual property rights. Furthermore, the laws of foreign countries may not protect our intellectual property rights to the same extent as the laws of the U.S. The failure to obtain worldwide patent and trademark protection may result in other companies copying and marketing products based on our technologies or under brand or trade names similar to ours outside the jurisdictions in which we are protected. This could impede our growth in existing regions, create confusion among consumers, and result in a greater supply of similar products that could erode prices for our protected products.
Litigation may be necessary to protect our intellectual property rights. Intellectual property litigation can result in substantial costs, could distract our management, and could impinge upon other resources. Our failure to enforce and protect our intellectual property rights may cause us to lose brand recognition and result in a decrease in sales of our products.
Moreover, while we are not aware that any of our products or brands infringes upon the proprietary rights of others, third parties may make such claims in the future. From time to time, third parties may claim that we have infringed upon their intellectual property rights, and we may receive notices from such third parties asserting such claims. Any such infringement claims are thoroughly investigated and, regardless of merit, could be time-consuming and result in costly litigation or damages, undermine the exclusivity and value of our brands, decrease sales, or require us to enter into royalty or licensing agreements that may not be on acceptable terms and that could have a material adverse effect on our business, financial condition, and results of operations.
Increases in labor costs, potential labor disputes, and work stoppages at our facilities or the facilities of our suppliers could have a material adverse effect on our business, financial condition, and results of operations.
Our financial performance is affected by the availability of qualified personnel and the cost of labor. We have employees in the U.S. and Canada that are unionized workers, and the majority of our workforce in other countries belong to work councils or are otherwise subject to labor agreements. U.S. and Canada employees represented by these unions are subject to collective bargaining agreements that are subject to periodic negotiation and renewal. If we are unable to enter into new, satisfactory labor agreements with our unionized employees upon expiration of their agreements, we could experience a significant disruption of our operations, which could cause us to be unable to deliver products to customers on a timely basis. Such disruptions could result in a loss of business and an increase in our operating expenses, which could reduce our net revenues and profit margins. In addition, our non-unionized labor force may become subject to labor union organizing efforts, which could cause us to incur additional labor costs and increase the related risks that we now face.
We believe many of our direct and indirect suppliers also have unionized workforces. Strikes, work stoppages, or slowdowns experienced by suppliers could result in slowdowns or closures of facilities where components of our products are manufactured or delivered. Any interruption in the production or delivery of these components could reduce sales, increase costs, and have a material adverse effect on us.
Our pension plan obligations are currently not fully funded, and we may have to make significant cash payments to these plans, which would reduce the cash available for our businesses.
Although we have closed our U.S. pension plan to new participants and have frozen future benefit accruals for current participants, unfavorable returns on the plan assets or unfavorable changes in applicable laws or regulations could materially change the timing and amount of required plan funding, which would reduce the cash available for our operations. The funded levels of our pension plan depend upon many factors, including returns on invested assets, certain market interest rates, and the discount rate used to determine pension obligations. In addition, a decrease in the discount rate used to determine pension obligations could increase the estimated value of our pension obligations, which would affect the reported funding status of our pension plans and would require us to increase the amounts of future contributions. The projected benefit obligation and overfunded pension asset included in our consolidated financial statements as of December 31, 2025, for our U.S. pension plan was approximately $150.1 million and $3.3 million, respectively. Additionally, we have foreign defined benefit plans, some of which continue to be open to new participants. As of December 31, 2025, our foreign defined benefit plans had an unfunded pension liability of approximately $29.1 million.
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Under the ERISA, the PBGC, also has the authority to terminate an underfunded tax-qualified U.S. pension plan under certain circumstances. In the event our tax-qualified U.S. pension plans were terminated by the PBGC, we could be liable to the PBGC for an amount that exceeds the underfunding disclosed in our consolidated financial statements. In addition, because our U.S. pension plan has unfunded obligations, if we have a substantial cessation of operations at a U.S. facility and, as a result of such cessation of operations an event under ERISA Section 4062(e) is triggered, additional liabilities that exceed the amounts disclosed in our consolidated financial statements could arise, including an obligation for us to provide additional contributions or alternative security for a period of time after such an event occurs. Any such action could have a material adverse effect on our business, financial condition, and results of operations.
Risks Relating to Cybersecurity and Data Privacy
We are highly dependent on information technology, the disruption of which could significantly impede our ability to do business.
Our operations depend on our network of information technology systems (whether our own or those of our third-party service providers), each of which is vulnerable to damage from hardware failure, fire, power loss, telecommunications failure, and impacts of cyber-attacks, terrorism, natural disasters, or other disasters. We rely on our information technology systems to accurately maintain books and records, record transactions, provide information to management and prepare our financial statements. We may not have sufficient redundant operations to cover a loss or failure in a timely manner. Any damage to our information technology systems, regardless of the cause, could cause interruptions to our operations that materially adversely affect our ability to meet customers’ requirements, resulting in an adverse impact to our business, financial condition, and results of operations. Periodically, these systems need to be expanded, updated, or upgraded as our business needs change. We may not be able to successfully implement changes in our information technology systems without experiencing difficulties, which could require significant financial and human resources. Moreover, our increasing dependence on technology may exacerbate this risk.
Our systems and IT infrastructure have been and may continue to be subject to security breaches and other cybersecurity incidents.
We rely on the accuracy, capacity, and security of digital technologies, including information systems, infrastructure, and cloud applications, some of which are managed or hosted by third party service providers, and the sale of our products may involve the transmission and/or storage of data, including in certain instances customers’ and employees’ business and personally identifiable information. Maintaining the security of computers, computer networks, and data storage resources is a critical issue for us and our customers, as security breaches, including computer viruses and malware, denial of service actions, misappropriation of data and similar events through the internet, including via devices and applications connected to the internet, and through email attachments and persons with access to these information systems could result in vulnerabilities and loss of and/or unauthorized access to confidential information. The use of generative AI in our internal systems may create new vulnerabilities. Because generative AI is a new field, understanding of security risks and protection methods continues to develop. We have experienced and could continue to experience cybersecurity incidents, such as attempts by experienced hackers, cybercriminals, or others with authorized access to our systems to misappropriate our proprietary information and technology, interrupt our business, and/or gain unauthorized access to confidential information, some of which have been, and may continue to be, successful. If our IT systems or those managed or hosted by third party service providers are breached, or cease to function as anticipated, we could suffer interruptions or inefficiencies in our operations, harm to our reputation, or misappropriation of proprietary or confidential information, including personal information. This could lead some customers to stop purchasing our products and reduce or delay future purchases of our products or use competing products.
In addition, we could face enforcement actions by U.S. states, the U.S. federal government, or foreign governments, which could result in fines, penalties, and/or other liabilities, which may cause us to incur legal fees and costs, and/or additional costs associated with responding to the cyberattack. Increased regulation regarding cybersecurity may increase our costs of compliance, including fines and penalties, as well as costs of cybersecurity audits and associated repairs or updates to infrastructure, physical systems or data processing systems. Any of these actions could have a material adverse impact on our business and results of operations. Although we maintain insurance coverage to protect us against some of the risks, those policies may be insufficient to cover all losses or all types of claims that may arise in the event we experience a cybersecurity incident, data breach or disruption, unauthorized access, or failure of systems.
In addition, we are subject to state, foreign, and international laws and regulations, as well as contractual obligations, which apply to the collection, use, retention, protection, disclosure, transfer and other processing of personal data. These privacy and data-protection related laws and regulations are evolving, with new or modified laws and regulations proposed and implemented frequently and existing laws and regulations subject to new or different interpretations. In particular, the E.U. GDPR, which became effective in 2018, poses increased compliance challenges both for companies operating within the E.U. and non-E.U. companies that administer or process certain personal data of E.U. residents. It is not possible to predict the ultimate content, and therefore effect, of data protection regulation over time, and efforts to comply with evolving regulation may result in additional costs.
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We believe we have invested in industry-appropriate protections and monitoring practices for our data and information technology to reduce these risks and continue to monitor our systems on an ongoing basis for compliance with applicable privacy regulations and any current or potential threats. While we have not experienced any material breaches in security in our recent history, there can be no assurance that our efforts will prevent breakdowns or breaches to databases or systems that could have a material adverse effect on our business, financial condition, and results of operations, or that we will be subject to enforcement actions or penalties in connection with a failure or alleged failure to comply with applicable laws.
Emerging issues related to our integration and use of AI could give rise to legal or regulatory actions, damage our reputation or otherwise adversely affect our business.
Our use of AI in our operations remains in the early phases; however, such use may impose inherent risk and could adversely affect our operations and financial condition. We have started to assess the use of AI technology to drive productivity and data analytics. Use of AI exposes us to risks that such AI solutions may be deficient, produce inaccurate or misleading output, become inoperable or subject us to cybersecurity and data privacy breaches, all of which could lead to operational disruptions, flawed decision-making, and increased costs, and an inhibited ability to drive operational efficiencies. Additionally, the use of certain AI solutions could put our own information and intellectual property rights at risk or expose us to risk of infringing third parties’ intellectual property or other rights. The global legal, regulatory, and ethical landscape surrounding AI is rapidly evolving and remains uncertain, which creates continued compliance risk and may result in additional operational costs associated with our use of AI, may limit our ability to fully develop or use AI solutions as intended, and may further cause legal repercussions and brand or reputational harm.
Risks Relating to our Governmental and Regulatory Environment
Domestic and foreign regulations, legislation and government policy, including those applicable to building codes and standards, could increase the costs of operating our business, lower the demand for our products or otherwise adversely affect our business.
We are subject to a variety of extensive and complex regulations, legislation and government policies from local, state, federal and foreign governmental authorities relating to building codes, construction standards, zoning requirements, wage requirements, employee benefits, and other matters. While it is not possible to predict whether and when any changes to the federal or administrative landscape will occur, changes at the local, state, and federal level could significantly impact our business. For example, changes in local minimum or living wage requirements, rights of employees to unionize, healthcare regulations, and other requirements relating to employee benefits could increase our labor costs, which would in turn increase our cost of doing business.
In particular, our products and markets are subject to mandates, including building design and safety and construction standards and zoning requirements, which affect the cost, selection, and quality requirements of building components like windows and doors. These regulations often provide broad discretion to governmental authorities as to the types and quality specifications of products used in new residential and non-residential construction and home renovations and improvement projects, and different governmental authorities can impose different standards. Compliance with these standards and changes in such regulations may increase the costs of manufacturing our products or may reduce the demand for certain of our products in the affected geographical areas or product markets. Conversely, a decrease in product safety standards could reduce demand for our more modern products if less expensive alternatives that did not meet higher standards became available for use in that market.
We may be subject to significant compliance costs, as well as liabilities under environmental, health, and safety laws and regulations.
Our past and present operations, assets, and products are subject to extensive environmental laws and regulations at the federal, state, and local level worldwide. These laws regulate, among other things, air emissions, the discharge or release of materials into the environment, the handling and disposal of wastes, remediation of contaminated sites, worker health and safety, and the impact of products on human health and safety and the environment. Under certain of these laws, liability for contaminated property may be imposed on current or former owners or operators of the property or on parties that generated or arranged for waste sent to the property for disposal. Liability under these laws may be joint and several and may be imposed without regard to fault or the legality of the activity giving rise to the contamination. Notwithstanding our compliance efforts, we may still face material liability, limitations on our operations, fines, or penalties for violations of environmental, health, and safety laws and regulations, including releases of regulated materials and contamination by us or previous occupants at our current or former properties or at offsite disposal locations we use.
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The applicable environmental, health, and safety laws and regulations, and any changes to them or in their enforcement, may require us to make material expenditures with respect to ongoing compliance with or remediation under these laws and regulations or require that we modify our products or processes in a manner that increases our costs and/or reduces our profitability. For example, additional pollution control equipment, process changes, or other environmental control measures may be needed at some of our facilities to meet future requirements. In addition, the discovery of currently unknown or unanticipated soil or groundwater conditions at our properties could result in significant liabilities and costs. Accordingly, we are unable to predict the exact future costs of compliance with or liability under environmental, health, and safety laws and regulations.
Legal, regulatory or stakeholder preferences regarding climate change and sustainability matters could have an adverse impact on the Company’s business and results of operations.
Concerns over the long-term effects of climate change have led to, and may continue to lead to, governmental efforts around the world to mitigate those effects. We will need to respond to any new laws and regulations as well as to consumer, investor and business preferences resulting from climate change concerns, which may have an impact on our business, from the demand for our customers’ products in various industries to our costs of compliance in the manufacturing and servicing of our customers’ products, all of which may impact our results of operations and result in costs to us in order to comply with any new laws, regulations or preferences. Overall, climate change, its effects and the resulting, unknown impact on government regulation, consumer, investor and business preferences could have a long-term material adverse effect on our business and results of operations.
Heightened stakeholder focus on sustainability issues related to our business requires continuous monitoring of various and evolving laws, regulations, standards and expectations and the associated reporting requirements. There can be no certainty that we will adequately or timely meet stakeholder expectations and reporting requirements, which may result in noncompliance with any imposed regulations, the loss of business, reputational impacts, diluted market valuation, an inability to attract and retain customers, and an inability to attract and retain top talent. In addition, our adoption and the reporting of certain standards or mandated compliance with certain requirements could necessitate additional investments that could impact our profitability. The lack of economic and regulatory certainty, including frequently changing legislation and regulation surrounding sustainability could adversely impact the demand for energy efficient products, increase costs of compliance and impose increased liability for remediation costs and civil or criminal penalties in cases of non-compliance.
Further, we have established and publicly disclosed sustainability targets and goals and other related commitments that are subject to a variety of assumptions, risks and uncertainties. If we are unable to, or perceived to be unable to, meet these targets, goals or commitments, our reputation, business and results of operations may be adversely impacted. In addition, not all our competitors may seek to establish climate or other sustainability targets and goals, or at a comparable level to ours, which could result in our competitors achieving competitive advantages through lower supply chain or operating costs.
Changes to legislative and regulatory policies that currently promote home ownership may have a material adverse effect on our business, financial condition, and results of operations.
Our markets are also affected by legislative and regulatory policies, such as U.S. tax rules, allowing for deductions of mortgage interest and the mandate of government-sponsored entities like Freddie Mac and Fannie Mae to promote home ownership through mortgage guarantees on certain types of home loans. The Tax Act passed in the U.S. in December 2017 made significant changes to some of these historical benefits of home ownership. The specific changes which could affect our markets are, among others, a reduction of the maximum amount of home mortgage indebtedness for which a tax deduction for interest paid may be claimed, an elimination of the deduction for interest paid on home equity indebtedness, and a limitation on the amount of state and local taxes allowed to be deducted annually as itemized deductions. These changes to the tax code and any future policy changes may adversely impact demand for our products and have a material adverse effect on our business, financial condition, and results of operations.
Risks Relating to our Indebtedness
Our failure to comply with the credit agreements governing our Credit Facilities and indentures governing the Senior Notes, including as a result of events beyond our control, could trigger events of default and acceleration of our indebtedness. Defaults under our debt agreements could have a material adverse effect on our business, financial condition, and results of operations.
Our ability to comply with the credit agreements governing our Credit Facilities, the indentures governing the Senior Notes, or other indebtedness that we may incur could be affected by events beyond our control, and our failure to comply could result in an event of default under the applicable facility. If there were an event of default under the agreements governing any of our indebtedness, the holders of the defaulted indebtedness could cause all amounts outstanding with respect to that indebtedness to be immediately due and payable. It is likely that our cash flows would not be sufficient to fully repay borrowings under our Credit Facilities and principal amounts of the Senior Notes, if accelerated upon an event of default. If we are unable to repay, refinance, or restructure our secured debt, the holders of such indebtedness may proceed against the collateral securing that indebtedness.
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Furthermore, any event of default or declaration of acceleration under one debt instrument may also result in an event of default under one or more of our other debt instruments. In exacerbated or prolonged circumstances, one or more of these events could result in our bankruptcy or liquidation. Accordingly, any default by us on our debt could have a material adverse effect on our business, financial condition, and results of operations.
We may not be able to generate sufficient cash to service our indebtedness and other obligations without other strategic transactions.
Refer to Note 12 - Long-Term Debt to our consolidated financial statements included in this Form 10-K for more information regarding our indebtedness. We cannot make assurances that we will be able to generate sufficient cash through any of the foregoing. If we are not able to refinance our debt, obtain additional financing or sell assets on commercially reasonable terms or at all, we may not be able to satisfy our obligations with respect to our debt.
Additionally, if we are unable to refinance or reduce our debt, it could have other material consequences, including:
• increasing the risk of failing to satisfy our obligations with respect to borrowings outstanding under our Credit Facilities and Senior Notes and/or being able to comply with the financial and operating covenants contained in our debt instruments, which could result in an event of default under the credit agreements governing our Credit Facilities and the agreements governing our other debt, including the indentures governing the Senior Notes, that, if not cured or waived, could have a material adverse effect on our business, financial condition, and results of operations;
• limiting our ability to obtain debt or equity financing in the future for working capital, capital expenditures, acquisitions, or other general corporate purposes;
• increasing our vulnerability to general economic downturns and adverse industry conditions;
• limiting our flexibility in planning for, or reacting to, changes in our business and in our industry in general;
• limiting our ability to invest in and develop new products;
• placing us at a competitive disadvantage compared to our competitors that are not as highly leveraged;
• restricting the way we conduct our business because of financial and operating covenants in the agreements governing our existing and future indebtedness;
• increasing our cost of borrowing.
The credit agreements governing our Credit Facilities and the indentures governing the Senior Notes impose significant operating and financial restrictions on us.
The credit agreements governing our Credit Facilities and the indentures governing the Senior Notes impose significant operating and financial restrictions on us. These restrictions limit our ability, among other things, to:
• incur or guarantee additional indebtedness;
• make certain loans, investments, or restricted payments, including dividends to our shareholders;
• repurchase or redeem capital stock;
• engage in certain transactions with affiliates;
• sell certain assets (including stock of subsidiaries) or merge with or into other companies; and
• create or incur liens.
Under the terms of the ABL Facility, we will at times be required to comply with a specified fixed charge coverage ratio when the amount of certain unrestricted cash balances of the U.S. and Canadian loan parties plus the amount available for borrowing by the U.S. borrowers and Canadian borrowers is less than a specified amount. Our ability to meet the specified covenants could be affected by events beyond our control, and our failure to meet these covenants will result in an event of default as defined in the applicable facility.
In addition, our ability to borrow under the ABL Facility is limited by the amount of the borrowing base applicable to U.S. dollar and Canadian dollar borrowings. Any negative impact on the elements of our borrowing base, such as eligible accounts receivable and inventory, will reduce our borrowing capacity under the ABL Facility. Moreover, the ABL Facility provides discretion to the agent bank acting on behalf of the lenders to impose additional requirements on what accounts receivable and inventory may be counted toward the borrowing base availability and to impose other reserves, which could materially impair the amount of borrowings that would otherwise be available to us. There can be no assurance that the agent bank will not impose such reserves or, were it to do so, that the resulting impact of this action would not materially and adversely impair our liquidity.
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As a result of these covenants and restrictions, we are limited in how we conduct our business, and we may be unable to raise additional debt or equity financing to compete effectively or to take advantage of new business opportunities or engage in other activities that may be in our long-term best interests. The terms of any future indebtedness we may incur could include more restrictive covenants. We cannot assure you that we will be able to maintain compliance with these covenants in the future and, if we fail to do so, we may be unable to obtain waivers from the lenders or amend the covenants.
We require a significant amount of liquidity to fund our operations, and borrowing may increase our vulnerability to negative unforeseen events.
Our liquidity needs vary throughout the year. If our business experiences materially negative unforeseen events, we may be unable to generate sufficient cash flow from operations to fund our needs or maintain sufficient liquidity to operate and remain in compliance with our debt covenants, which could result in reduced or delayed purchases of raw materials, planned capital expenditures, and other investments and adversely affect our financial condition or results of operations. Our ability to borrow under the ABL Facility may be limited due to decreases in the borrowing base as described above.
Risks Relating to Ownership of Our Common Stock
The market price of our Common Stock may be highly volatile.
Securities markets worldwide experience significant price and volume fluctuations. This market volatility, as well as other general economic, market or political conditions, could reduce the market price of our shares despite our operating performance. Various factors, including those listed in this Item 1A - Risk Factors section, may have a significant impact on the market price of our Common Stock.
In addition, broad market and industry factors, including the trading prices of the securities of our publicly traded competitors, may negatively affect the market price of our Common Stock, regardless of our actual operating performance, and factors beyond our control may cause our stock price to decline rapidly and unexpectedly. Furthermore, the stock market has experienced extreme volatility that, in some cases, has been unrelated or disproportionate to the operating performance of particular companies.
We may be subject to securities litigation, which is expensive and could divert management attention.
Our share price may be volatile and, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation. Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could have a material adverse effect on our business, financial condition, and results of operations. Any adverse determination in litigation could also subject us to significant liabilities and may negatively impact our share price.
Because we have no current plans to pay cash dividends on our shares of Common Stock, shareholders must rely on appreciation of the value of our Common Stock for any return on their investment.
We currently anticipate that we will retain future earnings for the development, operation, and expansion of our business, to repay debt and potentially repurchase shares, and have no current plans to declare or pay any cash dividends in the foreseeable future. In addition, the terms of our Credit Facilities, Senior Notes, and any future debt agreements may preclude us from paying dividends. As a result, we expect that only appreciation of the price of our Common Stock, if any, will provide a return to shareholders for the foreseeable future.
Because we are a holding company with no operations of our own, we rely on dividends, distributions, and transfers of funds from our subsidiaries, and we could be harmed if such distributions were not made in the future.
We are a holding company that conducts all our operations through subsidiaries, and the majority of our operating income is derived from JWI, our main operating subsidiary. Consequently, we rely on dividends or advances from our subsidiaries. We have no current plans to declare or pay dividends on our Common Stock for the foreseeable future; however, to the extent that we determine in the future to pay dividends on our Common Stock, none of our subsidiaries will be obligated to make funds available to us for the payment of dividends. The ability of such subsidiaries to pay dividends to us is subject to applicable local law and may be limited due to the terms of other contractual arrangements, including our indebtedness. Such laws and restrictions would restrict our ability to continue operations. In addition, Delaware law may impose requirements that may restrict our ability to pay dividends to holders of our Common Stock.
Item 1B - Unresolved Staff Comments
None.
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Item 1C - Cybersecurity
Risk Management and Strategy
We maintain a comprehensive process for assessing, identifying and managing material risks from cybersecurity threats as part of our overall risk management system and processes. To that end, we regularly monitor the need and implementation of enhancements to security infrastructure, legacy system replacement, emerging technology risk assessment and security integration.
Our cybersecurity risk management processes include the following:
a. We leverage the NIST framework to help ensure the Company’s risk posture remains in alignment with the Company’s overall risk appetite.
b. The Company utilizes policies, software, training programs, hardware solutions and managed services to protect and monitor our environment, including multifactor authentication on all critical systems, firewalls, intrusion detection and prevention systems, vulnerability and penetration testing, identity and access management systems, cloud security controls and monitoring, data backup and recovery systems and 24x7 security operations center.
c. The Company’s approach to managing cybersecurity and digital risk is led by our CIO and CISO . Our CIO is supported by the Company at the highest levels and regularly engages with cross-functional teams at the Company, including Legal, Audit, Finance, Human Resources and Enterprise Risk Management.
d. We also carry insurance that provides protection against the potential losses arising from a cybersecurity incident. Such insurance may be insufficient to cover all losses or all types of claims that may arise.
e. Our cybersecurity team conducts routine cyber awareness training for professional associates using an independent third-party security training provider to educate best practices, policies and responsibilities pertaining to cybersecurity. We also conduct periodic simulated phishing tests to generate awareness and run tabletop exercises to simulate a response to a cybersecurity incident and use the findings to improve our practices, procedures and technologies.
f. Our cybersecurity incident response plan coordinates the activities we take to prepare for, detect, respond to, and recover from cybersecurity incidents, which include processes to triage, assess severity for, escalate, contain, investigate, communicate and remediate the incident, as well as to comply with potentially applicable legal obligations and mitigate brand and reputational damage.
g. Our cybersecurity team regularly conducts tests of our information security environment and controls through vulnerability scanning, penetration testing and attack simulation testing.
Additionally, our cybersecurity risk management processes include review and assessment by external, independent third parties, who assess the maturity of our cybersecurity program and identify areas for continued focus and improvement. Furthermore, our Legal Department advises the Board about best practices for cybersecurity oversight by the Board, and the evolution of that oversight over time.
Our cybersecurity risk management processes extend to the oversight and identification of threats associated with our use of third-party service providers. Our cybersecurity team conducts third-party software security reviews for new software products being implemented into our production environments. We also have a third-party risk management process that regularly assesses and monitors risks, including cybersecurity, from vendors and suppliers. We also participate in various cybersecurity and industry groups to remain apprised of emerging cybersecurity risks, defense, mitigation strategies, and governance best practices. Continuous monitoring for evolving risks such as AI-driven attacks, ransomware, supply chain vulnerabilities, and cloud security challenges are in place. The Company continues to adapt strategies and controls to address these threats proactively.
As of the date of this Form 10-K, we do not believe any risk from any cybersecurity threats or incidents have had, or are reasonably likely to have, a material impact on us; however, there is no guarantee that a future cybersecurity threat or incident will be detected and remediated to not have a material adverse impact on our business, results of operations and financial condition. Refer to Item 1A - Risk Factors of this Form 10-K for information on cybersecurity risks that may materially affect our business, results of operations and financial condition.
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Governance
The cybersecurity risk management processes described above are led by our CIO and CISO , each having more than 25 years of information security experience. Our CIO reports to the CEO, and the CISO reports to the CIO. Our Board, Audit Committee, senior management and the Enterprise Risk Management Committee (a management committee of senior representatives from corporate functions and business lines) devote resources to cybersecurity and risk management processes. Cybersecurity and data governance risks are aligned with our overall Enterprise Risk Management process to help ensure potential cyber threats are identified, assessed and mitigated. Our top risks, such as cybersecurity, identified sub-risks and current and proposed mitigation strategies, are reviewed regularly by the Enterprise Risk Management Committee. The Audit Committee is primarily responsible for the oversight of enterprise risk management and cybersecurity risks, including cybersecurity threats. To fulfill this responsibility, the Audit Committee receives periodic reports from the CIO and CISO. These reports include information regarding updates on cybersecurity initiatives, cybersecurity metrics, such as phishing results and attack volume metrics, results of any assessments performed by internal stakeholders or external third-party advisors and updates on cybersecurity trends and insights. The CIO and CISO provide a cybersecurity update to the full Board at least annually.
Item 2 - Properties
Our principal executive office is located in Charlotte, North Carolina. We lease administrative office space in Charlotte, North Carolina and in Birmingham, U.K. We also own or lease other properties to support our primary operating activities, including sales offices and administrative office space in Klamath Falls, Oregon.
Manufacturing
Distribution
North America
United States
Canada
Total North America
Europe
United Kingdom
France
Austria
Czech Republic
Switzerland
Hungary
Germany
Sweden
Denmark
Latvia
Estonia
Finland
Total Europe
Total JELD-WEN
Item 3 - Legal Proceedings
Refer to Note 25 - Commitments and Contingencies to our consolidated financial statements included in this Form 10-K for information relating to this item.
Item 4 - Mine Safety Disclosures
Not applicable.
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PART II - OTHER INFORMATION
Item 5 - Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
Market Information and Holders
Our Common Stock has been listed and traded on the NYSE under the symbol “JELD” since January 27, 2017. Prior to that time, there was no public trading market for our stock. As of February 18, 2026, there were approximately 1,015 shareholders of record of our Common Stock. The number of record holders does not include a substantially greater number of holders whose shares are held of record in nominee or “street name” accounts through banks, brokers, and other financial institutions.
Stock Performance Graph
The following graph depicts the total return to shareholders from December 31, 2020 through December 31, 2025, relative to the performance of the Russell 3000 Index and our self-selected peer group (1) . The graph assumes an investment of $100 in our Common Stock and each index on December 31, 2020, and the reinvestment of dividends paid since that date. We chose to use a self-selected peer group consisting of the companies noted below as we believe this peer group aligns with our markets and global exposure. The criteria used in determining this peer group included the size of the companies (measured in terms of annual revenue and market capitalization), industries and geographies in which the companies operate, stock price correlation and volatility relative to JELD-WEN, and increased representation of comparator companies used by shareholder advisory firms. The stock performance shown in the graph is not necessarily indicative of future performance.
*$100 invested on December 31, 2020, in stock or index, including reinvestment of dividends.
Fiscal year ended December 31.
December 31, 2020
December 31, 2021
December 31, 2022
December 31, 2023
December 31, 2024
December 31, 2025
JELD-WEN Holding, Inc.
Russell 3000
Self-Selected Peer Group (1)
(1) The self-selected peer group index is comprised of the following companies: American Woodmark Corporation; Fortune Brands Innovations, Inc.; Interface Inc; Masco Corporation; Mohawk Industries, Inc.; and Owens Corning.
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Equity Compensation Plans
Refer to Item 12 - Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters in this Form 10-K for the information required by Item 201(d) of Regulation S-K regarding equity compensation plans.
Dividends
We do not currently expect to pay any cash dividends on our Common Stock for the foreseeable future. Instead, we intend to retain future earnings, if any, for the future operation and expansion of our business, the repayment of debt, and potentially for share repurchases. Any determination to pay dividends in the future will be at the discretion of our Board of Directors and will depend upon our results of operations, cash requirements, financial condition, contractual restrictions, restrictions imposed by applicable laws, and other factors that our Board of Directors may deem relevant.
The terms of the agreements governing our existing or future indebtedness may limit our ability to pay dividends and make distributions to our shareholders. Our business is conducted through our subsidiaries and dividends from, and cash generated by, our subsidiaries will be our principal sources of cash to repay indebtedness, fund operations, and pay any dividends. Accordingly, our ability to pay dividends to our shareholders is dependent on the earnings and distributions of funds from our subsidiaries (which distributions may be restricted by the terms of our Corporate Credit Facilities and Senior Notes).
Item 6 - [Reserved]
Not applicable.
Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations
This MD&A contains forward-looking statements that involve risks and uncertainties. Refer to “Forward-Looking Statements” in Item 1 - Business and Item 1A - Risk Factors in this Form 10-K for a discussion of the uncertainties, risks and assumptions associated with these statements. This discussion should be read in conjunction with our historical financial statements and related notes thereto and the other disclosures contained elsewhere in this Form 10-K. The results of operations for the periods reflected herein are not necessarily indicative of results that may be expected for future periods, and our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including but not limited to those listed under Item 1A - Risk Factors included in this Form 10-K.
This MD&A is a supplement to our financial statements and notes thereto included elsewhere in this Form 10-K and is provided to enhance your understanding of our results of operations and financial condition. Our discussion of results of operations is presented in millions throughout the MD&A and due to rounding may not sum or calculate precisely to the totals and percentages provided in the tables. Our MD&A is organized as follows:
• Company Overview. This section provides a general description of our Company and reportable segments, business and industry trends, our key business strategies, and background information on other matters discussed in this MD&A.
• Results of Operations. This section provides our analysis and outlook for the significant line items on our consolidated statements of operations, as well as highlights key events or changes since the reporting period that may affect our financial condition, results, or future outlook.
• Segment Results and Non-GAAP Reconciliations. This section provides other information that we deem meaningful to an understanding of our results on both a consolidated basis and a reportable segment basis. It also includes non-GAAP financial measures used by management to assess performance and make decisions regarding the allocation of resources, along with reconciliations to the most directly comparable GAAP measures.
• Liquidity and Capital Resources. This section contains an overview of our financing arrangements and provides an analysis of trends and uncertainties affecting liquidity, cash requirements for our business, and sources and uses of our cash.
• Critical Accounting Policies and Estimates. This section discusses the accounting policies that we consider important to the evaluation and reporting of our financial condition and results of operations, and whose application requires significant judgments or a complex estimation process.
Company Overview
We are a leading global designer, manufacturer, and distributor of high-performance interior and exterior doors, windows, and related building products, serving the new construction and R&R sectors.
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We operate manufacturing and distribution facilities in 14 countries, located primarily in North America and Europe. For many product lines, our manufacturing processes are vertically integrated, enhancing our range of capabilities, our ability to innovate, and our quality control as well as providing supply chain, transportation, and working capital savings.
Reportable Segments
Our business is organized in geographic regions to ensure integration across operations serving common end markets and customers. We have two reportable segments: North America and Europe. Refer to Note 14 - Segment Information included in this Form 10-K for more information about our segments.
Divestitures
During 2021, the Company ceased the appeal process for its litigation with Steves. As a result, we were required to divest our Towanda facility and related assets, which occurred on January 17, 2025. We have reported Towanda within our North America operations through the date of sale. Refer to Note 2 - Discontinued Operations and Divestiture included in this Form 10-K for more information.
On April 17, 2023, we entered into a Share Sale Agreement with Aristotle Holding III Pty Limited, a subsidiary of Platinum Equity Advisors, LLC, to sell our Australasia business. On July 2, 2023, we completed the sale. The net assets and operations of the disposal group met the criteria to be classified as “discontinued operations” and are reported as such in all periods presented unless otherwise noted. The consolidated statements of cash flows include cash flows from discontinued operations through the divestiture date of July 2, 2023. Refer to Note 2 - Discontinued Operations and Divestiture included in this Form 10-K for more information.
Factors and Trends Affecting Our Business
Components of Net Revenues
The key components of our net revenues include Core Revenues (which we define to include the impact of pricing and volume/mix, as discussed further under the heading, “Product Pricing and Volume/Mix” below), contribution from acquisitions and divestitures made within the prior twelve months, and the impact of foreign exchange. Net revenues reported in our financial statements are impacted by the fluctuating currency values in the geographies in which we operate, which we refer to as the impact from foreign exchange. Throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations , percentage changes in pricing are based on management schedules and are not derived directly from our accounting records.
Product Demand
General business, financial market, and economic conditions globally and in the regions where we operate influence overall demand in our end markets and for our products. In particular, the following factors may have a direct impact on demand for our products in the countries and regions where our products are marketed and sold:
• the strength of the economy;
• employment rates, consumer confidence, and spending rates;
• the availability and cost of credit;
• interest rate fluctuations (including mortgage and credit card interest rates), sustained periods of elevated interest rates, and the availability of financing for our customers and consumers;
• the amount and type of residential and non-residential construction;
• housing sales and home values;
• the age of existing home stock, home vacancy rates, and foreclosures;
• volatility in both debt and equity capital markets;
• increases in the cost of raw materials or any shortage in supplies or labor, including as a result of tariffs or other trade restrictions;
• disruptions or delays to the global supply chain;
• the effects of governmental regulation and initiatives to manage economic conditions;
• armed conflicts, acts of terrorism or civil unrest;
• geographical shifts in population and other changes in demographics; and
• changes in weather patterns and extreme weather events.
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In addition, we seek to drive demand for our products through the implementation of various strategies and initiatives. We believe we can enhance demand for our new and existing products by:
• innovating and developing new products and technologies;
• investing in branding and marketing strategies, including marketing campaigns in both print and social media, as well as our investments in training curriculum, in-field training and technologies to facilitate remote learning; and
• implementing channel initiatives to enhance our relationships with key channel partners and customers, including optimizing growth through rebate programs in North America.
Product Pricing and Volume/Mix
The price and mix of products that we sell are important drivers of our net revenues and net income. Under the heading “Results of Operations,” references to (i) “pricing” refer to the impact of price increases or decreases, as applicable, for particular products between periods and (ii) “volume/mix” refer to the combined impact of both the number of products we sell in a particular period and the types of products sold, in each case, on net revenues. While we operate in competitive markets, the demand for our innovative products allows us to exercise pricing discipline, which is an important element of our strategy to achieve profitable growth through improved margins. Our strategy also includes incentivizing our channel partners to sell our higher margin products, and we believe a renewed focus on innovation and the development of new technologies will increase our sales volumes and the overall profitability of our product mix.
Cost Reduction and Productivity Initiatives
Our senior management team has a proven history of implementing operational excellence programs at various large, global manufacturing businesses, and we believe the same successes can be realized at JELD-WEN. Key areas of focus of our operational excellence, productivity, and footprint rationalization programs include:
• reducing labor, overtime, and waste costs by optimizing manufacturing capacity and improving planning and manufacturing processes;
• increasing rigor and alignment around capital expenditures with a clear linkage to our strategy and optimizing returns;
• reducing or minimizing increases in material usage and costs through value-added engineering;
• investing in logistics optimization programs to reduce freight costs and increase throughput;
• redesigning our supply chain network to reduce lead times and optimize inventory levels to increase cash flow; and
• reducing warranty costs and scrap by improving quality.
We continue to implement our strategic cost-reduction and productivity initiatives to develop the culture and processes of operational excellence and continuous improvement. These cost reduction initiatives, which may include plant closures and consolidations, headcount reductions, and other various initiatives aimed at lowering production and overhead costs, may not produce the intended results within the intended timeframe.
Raw Material Costs
Commodities such as wood, steel, glass, fiberglass, aluminum, and vinyl are major components in the production of our products. Changes in the underlying prices of these commodities have a direct impact on the cost of goods sold. While we attempt to pass on a substantial portion of such cost increases to our customers, we may not be successful in doing so. In addition, our results of operations for individual quarters may be negatively impacted by a delay between the time of raw material cost increases and a corresponding price increase. Conversely, our results of operations for individual quarters may be positively impacted by a delay between the time of a raw material price decrease and a corresponding competitive pricing decrease.
Freight Costs
We incur freight and duty costs from third party logistics providers and port authorities to transport raw materials and work-in-process inventory to our manufacturing facilities and to deliver finished goods to our customers. Changes in freight and duty rates as well as the availability of freight services can have a significant impact on our cost of goods sold. Freight and duty costs are variable due to several factors that have affected the supply and demand of trucking and port services, including increased regulation, such as logging of miles, increases in general economic activity, labor shortages, and an aging workforce. We continue to monitor these key market drivers and proactively mitigate these costs through various internal initiatives and carrier contracts.
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Working Capital and Seasonality
Working capital fluctuates throughout the year and is affected by the seasonality of sales of our products and of customer payment patterns. The peak season for home construction and remodeling in our North America and Europe segments generally corresponds with the second and third calendar quarters, and therefore our sales volume is generally higher during those quarters. Typically, working capital increases at the end of the first quarter and beginning of the second quarter in conjunction with, and in preparation for, our peak season, and working capital decreases starting in the third quarter as inventory levels and accounts receivable decline. Global supply markets and supply chains have been impacted by certain events, resulting in shortages and extended lead times impacting our operations and profitability. We continue to apply several different strategies to mitigate the impact of these challenges on our operations, including extending our demand planning, seeking alternative sources, utilizing substitute products and leveraging our supplier relationships.
Foreign Currency Exchange Rates
We report our consolidated financial results in U.S. dollars. Due to our international operations, the weakening or strengthening of foreign currencies against the U.S. dollar can affect our reported operating results and our cash flows as we translate our foreign subsidiaries’ financial statements from their reporting currencies into U.S. dollars. Refer to Item 1A - Risk Factors - Risks Relating to Our Business and Industry, Item 1A - Risk Factors - Exchange rate fluctuations may impact our business, financial condition, and results of operations, and Item 7A - Quantitative and Qualitative Disclosures About Market Risk - Exchange Rate Risk included in this Form 10-K for more information.
Components of our Operating Results
Net Revenues
Our net revenues are a function of sales volumes and selling prices, each of which is a function of product mix, and consist primarily of:
• sales of a wide variety of interior and exterior doors, including patio doors, for use in residential and non-residential applications, with and without frames, to a broad group of wholesale and retail customers in both of our geographic markets;
• sales of a wide variety of windows for both residential and certain non-residential uses, to a broad group of wholesale and retail customers in North America; and
• other sales, including sales of glass, hardware and locks, and window screens. We also sell molded door skins to certain direct and indirect customers pursuant to long-term contracts, and these customers in turn use the molded door skins to manufacture interior doors and compete directly against us in the marketplace.
Net revenues do not include internal transfers of products between our component manufacturing, product manufacturing and assembly, and distribution facilities.
Cost of Sales
Cost of sales consists primarily of material costs, direct labor and benefit costs, repair and maintenance, depreciation, utility, rent and warranty expenses, outbound freight, insurance and benefits, supervision, and tax expenses.
Material Costs. The single largest component of cost of sales is material costs, which include raw materials, components, and finished goods purchased for use in manufacturing our products or for resale. Our most significant material costs include wood, wood composites, wood components, steel, glass, internally produced door skins, fiberglass compound, hardware, petroleum-based products such as resin and binders, as well as aluminum and vinyl extrusions. The cost of each of these items is impacted by global supply and demand trends, both within and outside our industry, as well as commodity price fluctuations, conversion costs, energy costs, and transportation costs. Material costs also include purchased finished goods. We have and may continue to experience inflation in our material costs, including increased costs for inbound freight, due to supply chain challenges from economic and geopolitical uncertainties, including the ongoing conflict between Russia and Ukraine. The imposition of new tariffs on imports, new trade restrictions, or changes in tariff rates or trade restrictions may further impact material costs. Refer to Item 7A - Quantitative and Qualitative Disclosures About Market Risk - Raw Materials Risk included in this Form 10-K.
Direct Labor and Benefit Costs. Direct labor and benefit costs reflect a combination of production hours, average headcount, general wage levels, payroll taxes, and benefits provided to employees. Direct labor and benefit costs include wages, overtime, payroll taxes, and benefits paid to hourly employees at our facilities that are involved in the production and/or distribution of our products. These costs are generally managed by each facility and headcount is adjusted according to overall and seasonal production demand. We run multi-shift operations in many of our facilities to maximize return on assets and utilization. Direct labor and benefit costs fluctuate with headcount but generally tend to increase with inflation due to increases in wages and health benefit costs.
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Repair and Maintenance, Depreciation, Utility, Rent, and Warranty Expenses.
• Repairs and maintenance costs consist of equipment and facility maintenance expenses, purchases of maintenance supplies, and the labor costs involved in performing maintenance on our equipment and facilities.
• Depreciation includes depreciation expense associated with our production assets and plants.
• Rent is predominantly comprised of lease costs for facilities we do not own as well as vehicle fleet and equipment lease costs. Facility leases are typically multi-year and may include increases tied to certain measures of inflation.
• Warranty expenses represent all costs related to servicing warranty claims and product issues and are mostly related to our window and door products sold in the U.S. and Canada.
Outbound Freight. Outbound freight includes payments to third-party carriers for shipments of orders to our customers, as well as driver, vehicle, and fuel expenses when we deliver orders to customers. Third-party carriers ship most of our products.
Insurance and Benefits, Supervision, and Tax Expenses.
• Insurance and benefit costs are the expenses relating to our insurance programs, health benefits, retirement benefit programs (including the pension plan), and other benefits for employees that are not included in direct labor and benefits costs.
• Supervision costs are the wages and bonus expenses related to plant managers. Both insurance and benefits and supervision expenses tend to be influenced by headcount and wage levels.
• Tax costs are mostly payroll taxes for employees not included in direct labor and benefit costs, and property taxes. Tax expenses are impacted by changes in tax rates, headcount and wage levels, and the number and value of properties owned.
In addition, an appropriate portion of each of the insurance and benefits, supervision and tax expenses are allocated to SG&A.
Selling, General, and Administrative Expenses
SG&A primarily consists of R&D, sales and marketing, and general and administrative expenses.
Research and Development . R&D expenses consist primarily of personnel expenses related to R&D, consulting and contractor expenses, tooling and prototype materials, and overhead costs allocated to such expenses. Substantially all our R&D expenses are related to developing new products and services and improving our existing products and services. To date, R&D expenses have been expensed as incurred, because the period between achieving technological feasibility and the release of products and services for sale has been short and development costs qualifying for capitalization have been insignificant.
Sales and Marketing. Sales and marketing expenses consist primarily of advertising and marketing promotions of our products and services and related personnel expenses, as well as sales incentives, trade show and event costs, sponsorship costs, consulting and contractor expenses, travel, display expenses, and related amortization. Sales and marketing expenses are generally variable expenses.
General and Administrative . General and administrative expenses consist of personnel expenses for our finance, legal, human resources, and administrative personnel, as well as the costs of professional services, any allocated overhead, information technology, amortization of intangible assets acquired, and other administrative expenses.
Goodwill Impairment
Goodwill impairment consists of goodwill impairment charges associated with our North America reporting unit during the year ended December 31, 2025, and our Europe reporting unit during the years ended December 31, 2025 and 2024. During the year ended December 31, 2024, goodwill impairment also consists of goodwill impairment charges related to the court-ordered divestiture of Towanda. Refer to Note 6 - Goodwill to our consolidated financial statements included in this Form 10-K for more information.
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Restructuring and Asset Related Charges, Net
Restructuring and asset-related charges, net consist primarily of all salary-related severance and employee termination benefits that are accrued and expensed when a restructuring plan has been put into place, the plan has received approval from the appropriate level of management, and the benefit is probable and reasonably estimable. In addition to salary-related costs, we incur other restructuring costs and adjustments when facilities are closed, or capacity is realigned within the organization. Upon termination of an employment or commercial contract we record liabilities and expenses pursuant to the terms of the relevant agreement. For non-contractual restructuring activities, liabilities and expenses are measured and recorded at fair value in the period in which they are incurred. Asset related charges, net consist of accelerated depreciation and amortization of assets due to changes in asset useful lives. Refer to Note 19 - Restructuring and Asset-Related Charges, Net to our consolidated financial statements included in this Form 10-K for more information.
Interest Expense, Net
Interest expense, net relates primarily to interest payments on our credit facilities and debt securities, as well as commitment fees and amortization of any original issue discount or debt issuance costs. Debt issuance costs are included as an offset to long-term debt in the accompanying consolidated balance sheets and are amortized to interest expense over the life of the related facility using the effective interest method. Refer to Note 21 - Interest Expense, Net and Note 12 - Long-Term Debt to our consolidated financial statements included in this Form 10-K for more information.
Other Income, Net
Other income, net, includes income and losses related to various miscellaneous non-operating expenses. Refer to Note 22 - Other Income, Net to our consolidated financial statements included in this Form 10-K for more information.
Income Taxes
Income taxes are recorded using the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the deferred tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities due to a change in tax rates is recognized in income in the period that includes the date of enactment. We recognize the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely to be realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Refer to Note 15 - Income Taxes to our consolidated financial statements included in this Form 10-K for more information.
Results of Operations
The tables in this section summarize key components of our results of operations for the periods indicated, both in U.S. dollars and as a percentage of our net revenues. Certain percentages presented in this section have been rounded to the nearest whole number. Accordingly, totals may not equal the sum of the line items in the tables below.
We present several financial metrics in “Core” terms, such as Core Revenues, which excludes the impact of foreign exchange, acquisitions, and divestitures completed in the last twelve months. We believe Core Revenues assists management, investors, and analysts in understanding the organic performance of our operations.
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Comparison of the Year Ended December 31, 2025 to the Year Ended December 31, 2024
Year Ended December 31,
(amounts in thousands)
% of Net
Revenues
% of Net
Revenues
Net revenues
Cost of sales
Gross margin
Selling, general and administrative
Goodwill impairment
Restructuring and asset-related charges, net
Operating loss
Interest expense, net
Loss on extinguishment and refinancing of debt
Other income, net
Loss from continuing operations before taxes
Income tax expense
Loss from continuing operations, net of tax
Gain (loss) on sale of discontinued operations, net of tax
Net loss
Consolidated Results
Net Revenues – Net revenues decreased $564.4 million, or 14.9%, to $3.21 billion in the year ended December 31, 2025, from $3.78 billion in the year ended December 31, 2024. The decrease in net revenues was primarily driven by a decrease in Core Revenues of 12% and a decrease in net revenues from the court-ordered divestiture of Towanda of 4%. These were partially offset by a favorable foreign exchange impact of 1%. The decline in Core Revenues was driven by a 13% decrease in volume/mix, partially offset by a 1% benefit from price realization.
Gross Margin – Gross margin decreased $174.8 million, or 25.4%, to $514.2 million in the year ended December 31, 2025, from $689.0 million in the year ended December 31, 2024. Gross margin as a percentage of net revenues was 16.0% in the year ended December 31, 2025, compared to 18.2% in the year ended December 31, 2024. The decrease in gross margin percentage was primarily due to the decremental impact of volume/mix and negative price/cost, partially offset by favorable productivity.
SG&A – SG&A decreased $101.4 million, or 15.5%, to $551.1 million in the year ended December 31, 2025, from $652.5 million in the year ended December 31, 2024. SG&A as a percentage of net revenues remained flat at 17.2% for the years ended December 31, 2025 and 2024. The decrease in SG&A was primarily due to a decrease in professional fees, including non-recurring transformation journey expenses, gains on sale of property and equipment, including the sale-leaseback transaction in 2025 for our industrial warehouse located in Coral Springs, Florida, lower salaries and benefits driven by a reduction in headcount, and lower amortization expense resulting from accelerated amortization in the prior year for an ERP that we are no longer utilizing after we completed our related obligations under the JW Australia Transition Services Agreement.
Goodwill Impairment – Goodwill impairment charges of $334.6 million in the year ended December 31, 2025, related to the full impairment of goodwill in our North America and Europe reporting units. Goodwill impairment charges of $94.8 million in the year ended December 31, 2024, consisted of goodwill impairment charges of $63.4 million related to our Europe reporting unit and $31.4 million related to our North America reporting unit in connection with the court‑ordered divestiture of Towanda. Refer to Note 6 – Goodwill to our consolidated financial statements included in this Form 10-K for more information.
Restructuring and Asset-Related Charges, Net – Restructuring and asset-related charges, net decreased $23.6 million, or 34.6% to $44.5 million in the year ended December 31, 2025, from $68.1 million in the year ended December 31, 2024. The decrease in restructuring and asset-related charges, net was primarily due to a decrease in charges incurred to close certain manufacturing facilities in our North America and Europe segments and to transform the operating structure of our Europe segment. Refer to Note 19 - Restructuring and Asset-Related Charges, Net to our consolidated financial statements included in this Form 10-K for more information.
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Interest Expense, Net – Interest expense, net, was $67.2 million for both the years ended December 31, 2025 and 2024. Higher interest on our Senior Notes due September 2032, issued in the third quarter of 2024, driven by a higher principal balance and interest rate, was offset by lower interest on the Term Loan Facility due to a partial principal repayment in the third quarter of 2024 and a lower interest rate in 2025. Refer to Note 21 - Interest Expense, Net to our consolidated financial statements included in this Form 10-K for more information.
Loss on Extinguishment and Refinancing of Debt – Loss on extinguishment and refinancing of debt decreased $1.7 million, or 87.6%, to $0.2 million in the year ended December 31, 2025, from $1.9 million in the year ended December 31, 2024. Refer to Note 12 - Long-Term Debt to our consolidated financial statements included in this Form 10-K for more information.
Other Income, Net – Other income, net decreased $15.6 million, or 63.1%, to $9.1 million in the year ended December 31, 2025, from $24.8 million in the year ended December 31, 2024. Refer to Note 22 - Other Income, Net to our consolidated financial statements included in this Form 10-K for more information.
Income Tax Expense – Income tax expense was $147.9 million in the year ended December 31, 2025, compared to $16.8 million in the year ended December 31, 2024. The effective tax rate in the year ended December 31, 2025, was (31.2)%. The effective tax rate for the year ended December 31, 2025, was driven primarily by the $174.8 million increase to valuation allowances on foreign and U.S. tax attributes and $55.4 million of tax expense attributable to nondeductible goodwill impairment. The effective tax rate in the year ended December 31, 2024, was (9.8)%. The effective tax rate for the year ended December 31, 2024, was driven primarily by the $24.6 million increase to valuation allowances on foreign and state NOL and credit carryforwards, $20.2 million of tax expense attributable to nondeductible goodwill impairment, $7.1 million of tax expense attributed to nondeductible expenses, and $4.5 million of tax expense attributed to the expiration of U.S. attributes, partially offset by $2.7 million of tax benefit attributable to R&D credits. Refer to Note 15 - Income Taxes to our consolidated financial statements included in this Form 10-K for more information.
Gain (Loss) On Sale Of Discontinued Operations, Net Of Tax – The $1.0 million gain and $1.4 million loss on sale of discontinued operations, net of tax in the years ended December 31, 2025 and 2024, respectively, is related to the July 2, 2023, sale of JW Australia. The $1.0 million incurred in the year ended December 31, 2025, is due to a release of reserve associated with purchases under a supply agreement in the second quarter of 2025. The $1.4 million incurred in the year ended December 31, 2024, is related to settlement of an outstanding tax liability related to JW Australia. Refer to Note 2 - Discontinued Operations and Divestiture to our consolidated financial statements included in this Form 10-K for more information.
Comparison of the Year Ended December 31, 2024 to the Year Ended December 31, 2023
Year Ended December 31,
(amounts in thousands)
% of Net
Revenues
% of Net
Revenues
Net revenues
Cost of sales
Gross margin
Selling, general and administrative
Goodwill impairment
Restructuring and asset-related charges, net
Operating (loss) income
Interest expense, net
Loss on extinguishment and refinancing of debt
Other income, net
(Loss) income from continuing operations before taxes
Income tax expense
(Loss) income from continuing operations, net of tax
(Loss) gain on sale of discontinued operations, net of tax
Income from discontinued operations, net of tax
Net (loss) income
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Consolidated Results
Net Revenues – Net revenues decreased $528.7 million, or 12.3%, to $3.78 billion in the year ended December 31, 2024, from $4.30 billion in the year ended December 31, 2023. The decrease in net revenues was primarily driven by a decrease in Core Revenues of 12%. Core Revenues decreased due to a 12% decline in volume/mix.
Gross Margin – Gross margin decreased $143.6 million, or 17.3%, to $689.0 million in the year ended December 31, 2024, from $832.6 million in the year ended December 31, 2023. Gross margin as a percentage of net revenues was 18.2% in the year ended December 31, 2024, and 19.3% in the year ended December 31, 2023. The decrease in gross margin percentage was due to a decremental impact of volume/mix, partially offset by an increase in productivity.
SG&A – SG&A decreased $2.8 million, or 0.4%, to $652.5 million in the year ended December 31, 2024, from $655.3 million in the year ended December 31, 2023. SG&A as a percentage of net revenues increased to 17.3% in the year ended December 31, 2024, from 15.2% in the year ended December 31, 2023. The decrease in SG&A was primarily due to decreased performance-based variable compensation expense partially offset by increased professional fees, including non-recurring transformation journey expenses.
Goodwill Impairment – Goodwill impairment charges of $94.8 million in the year ended December 31, 2024, consist of a $63.4 million goodwill impairment charge associated with our Europe reporting unit, and a $31.4 million goodwill impairment charge in our North America reporting unit related to the court-ordered divestiture of Towanda. Refer to Note 6 – Goodwill to our consolidated financial statements included in this Form 10-K for more information.
Restructuring and Asset-Related Charges, Net – Restructuring and asset-related charges, net increased $32.4 million, or 90.5% to $68.1 million in the year ended December 31, 2024, from $35.7 million in the year ended December 31, 2023. The increase in restructuring charges, net was primarily due to an increase in charges incurred to close certain manufacturing facilities in our North America and Europe segments and to transform the operating structure of our Europe segment Refer to Note 19 - Restructuring and Asset-Related Charges, Net to our consolidated financial statements included in this Form 10-K for more information.
Interest Expense, Net – Interest expense, net, decreased $5.0 million, or 6.9%, to $67.2 million in the year ended December 31, 2024, from $72.3 million in the year ended December 31, 2023. The decrease was primarily due to lower long-term debt balances resulting from the redemption of our Senior Secured Notes and partial redemption of our 4.63% Senior Notes in the third quarter of 2023, and an increase in interest income from invested cash balances, partially offset by a decrease in interest income from interest rate derivatives and a higher interest rate on our Senior Notes maturing in 2032 issued during the third quarter of 2024. Refer to Note 21 - Interest Expense, Net to our consolidated financial statements included in this Form 10-K for more information.
Loss on Extinguishment and Refinancing of Debt – The $1.9 million loss on extinguishment and refinancing of debt during the year ended December 31, 2024, is related to the amendment of our Term Loan Facility as well as the redemption of the remaining $200.0 million of our 4.63% Senior Notes. The loss on extinguishment and refinancing of debt of $6.5 million in the year ended December 31, 2023, is related to the redemption of our Senior Secured Notes and partial redemption of our 4.63% Senior Notes. Refer to Note 12 - Long-Term Debt to our consolidated financial statements included in this Form 10-K for more information.
Other Income, Net – Other income, net decreased $0.9 million, or 3.7%, to $24.8 million in the year ended December 31, 2024, from $25.7 million in the year ended December 31, 2023. Refer to Note 22 - Other Income, Net to our consolidated financial statements included in this Form 10-K for more information.
Income Tax Expense – Income tax expense was $16.8 million in the year ended December 31, 2024, compared to $63.3 million in the year ended December 31, 2023. The effective tax rate in the year ended December 31, 2024, was (9.8)%. The effective tax rate for the year ended December 31, 2024, was driven primarily by the $24.6 million increase to valuation allowances on foreign and state NOL and credit carryforwards, $7.1 million of tax expense attributed to nondeductible expenses, $20.2 million of tax expense attributable to nondeductible goodwill impairment and $4.5 million of tax expense attributed to the expiration of U.S. attributes, partially offset by $2.7 million of tax benefit attributable to R&D credits. The effective tax rate in the year ended December 31, 2023, was 71.5%. The effective tax rate in the year ended December 31, 2023, was primarily driven by the effects of the $32.7 million net valuation allowance recorded against our foreign and state NOLs as well as $7.2 million of tax expense attributed to the expiration of our U.S. attributes. Refer to Note 15 - Income Taxes to our consolidated financial statements included in this Form 10-K for more information.
(Loss) Gain On Sale Of Discontinued Operations, Net Of Tax – The $1.4 million loss and $15.7 million gain on sale of discontinued operations in the years ended December 31, 2024 and 2023, respectively, are related to the July 2, 2023, sale of JW Australia. The $1.4 million loss incurred in the year ended December 31, 2024, is related to settlement of an outstanding tax liability for JW Australia. Refer to Note 2 - Discontinued Operations and Divestiture to our consolidated financial statements included in this Form 10-K for more information.
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Segment Results and Non-GAAP Reconciliations
We report our segment information in the same way management internally organizes the business in assessing performance and making decisions regarding the allocation of resources in accordance with ASC 280-10 - Segment Reporting . We define Adjusted EBITDA from continuing operations as income (loss) from continuing operations, net of tax, adjusted for the following items: income tax expense (benefit); depreciation and amortization; interest expense (income), net; and certain special items consisting of non-recurring net legal and professional expenses and settlements; goodwill impairment; restructuring and asset-related charges, net; M&A related costs (income); net (gain) loss on sale of business, property and equipment; loss on extinguishment and refinancing of debt; share-based compensation expense; pension settlement charges; non-cash foreign exchange transaction/translation (gain) loss; and other special items. We use Adjusted EBITDA from continuing operations because we believe this measure assists investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. This non-GAAP financial measure should be viewed in addition to, and not as a substitute for, the Company’s reported results prepared in accordance with GAAP.
We have two reportable segments, organized and managed principally in geographic regions: North America and Europe. We report all other business activities in Corporate and unallocated costs.
Reconciliations of (loss) income from continuing operations, net of tax to Adjusted EBITDA from continuing operations by segment are as follows:
Year Ended December 31, 2025
(amounts in thousands)
North America
Europe
Corporate and Unallocated Costs
Total Consolidated
Loss from continuing operations, net of tax
Income tax expense (1)
Depreciation and amortization
Interest (income) expense, net
Special items: (2)
Net legal and professional expenses and settlements
Goodwill impairment
Restructuring and asset-related charges, net
M&A related costs
Net gain on sale of business, property, and equipment
Loss on extinguishment and refinancing of debt
Share-based compensation expense
Pension settlement charge
Other special items (3)
Adjusted EBITDA from continuing operations
(1) Income tax expense in our North America segment includes $129.2 million attributable to an increase in the valuation allowance recorded against our U.S. tax attributes and $5.1 million attributed to withholding tax accrued on certain foreign undistributed earnings from prior years.
(2) Refer to the calculation of Adjusted EBITDA from continuing operations for a discussion of the Special items listed below.
(3) Corporate and unallocated other special items include $3.5 million in expenses related to an environmental matter.
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Year Ended December 31, 2024
(amounts in thousands)
North America
Europe
Corporate and Unallocated Costs
Total Consolidated
Income (loss) from continuing operations, net of tax
Income tax expense (benefit)
Depreciation and amortization (1)
Interest expense, net
Special items: (2)
Net legal and professional expenses and settlements
Goodwill impairment
Restructuring and asset-related charges, net
M&A related costs
Net gain on sale of business, property, and equipment
Loss on extinguishment and refinancing of debt
Share-based compensation expense
Non-cash foreign exchange transaction/translation loss (gain)
Other special items
Adjusted EBITDA from continuing operations
(1) Corporate and unallocated depreciation and amortization expense in the year ended December 31, 2024, includes accelerated amortization of $14.1 million for an ERP system that we are no longer utilizing after we completed our related obligations under the JW Australia Transition Services Agreement.
(2) Refer to the calculation of Adjusted EBITDA from continuing operations for a discussion of the Special items listed below.
Year Ended December 31, 2023
(amounts in thousands)
North America
Europe
Corporate and Unallocated Costs
Total Consolidated
Income (loss) from continuing operations, net of tax
Income tax expense (benefit) (1)
Depreciation and amortization (2)
Interest expense, net
Special items: (3)
Net legal and professional expenses and settlements
Restructuring and asset-related charges, net
M&A related costs
Net loss (gain) on sale of property and equipment
Loss on extinguishment and refinancing of debt
Share-based compensation expense
Pension settlement charge
Non-cash foreign exchange transaction/translation (gain) loss
Other special items
Adjusted EBITDA from continuing operations
(1) Income tax expense in our Europe segment includes an increase in valuation allowance against our foreign net operating loss carryforwards of $30.0 million.
(2) Corporate and unallocated costs depreciation and amortization expense in the year ended December 31, 2023, includes accelerated amortization of $14.1 million for an ERP system that we are no longer utilizing after we completed our related obligations under the JW Australia Transition Services Agreement. North America depreciation and amortization expense in the year ended December 31, 2023, includes accelerated depreciation of $9.1 million from reviews of equipment capacity optimization.
(3) Refer to the calculation of Adjusted EBITDA from continuing operations for a discussion of the Special items listed below.
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Reconciliations of (loss) income from continuing operations, net of tax to Adjusted EBITDA from continuing operations on a consolidated basis are as follows:
Year Ended December 31,
(amounts in thousands)
(Loss) income from continuing operations, net of tax
Income tax expense (1)
Depreciation and amortization (2)
Interest expense, net
Special items:
Net legal and professional expenses and settlements (3)
Goodwill impairment (4)
Restructuring and asset-related charges, net (5)(6)
M&A related costs (7)
Net gain on sale of business, property, and equipment (8)
Loss on extinguishment and refinancing of debt (9)
Share-based compensation expense (10)
Pension settlement charge (11)
Non-cash foreign exchange transaction/translation (gain) loss (12)
Other special items (13)
Adjusted EBITDA from continuing operations
(1) Income tax expense in the year ended December 31, 2025, includes $129.2 million attributable to an increase in the valuation allowance recorded against our U.S. tax attributes and $5.1 million attributed to withholding tax accrued on certain foreign undistributed earnings from prior years. Income tax expense in the year ended December 31, 2023, includes an increase in valuation allowance against foreign net operating loss carryforwards of $30.0 million. Refer to Note 15 - Income Taxes to our consolidated financial statements included in this Form 10-K for more information.
(2) Depreciation and amortization expense includes accelerated amortization of $14.1 million in the years ended December 31, 2024 and 2023, in Corporate and unallocated costs for an ERP system that we are no longer utilizing after we completed our related obligations under the JW Australia Transition Services Agreement. In addition, depreciation and amortization expense in the year ended December 31, 2023, includes accelerated depreciation of $9.1 million in North America from reviews of equipment capacity optimization.
(3) Net legal and professional expenses and settlements include non-recurring transformation journey expenses of $28.7 million, $59.2 million, and $26.1 million in the years ended December 31, 2025, 2024, and 2023, respectively. For the year ended December 31, 2025, these expenses primarily relate to project-based consulting fees that directly support the transformation journey that are not expected to recur in the foreseeable future. These projects include the centralization of human resources processes, North America supply chain network optimization strategy, and other projects related to our transformation journey. For the years ended December 31, 2024 and 2023, these expenses primarily relate to the engagement of a transformation consultant for a period spanning from the third quarter of 2023 through April 2025, for which we incurred $40.7 million and $20.0 million, respectively. Expenses for this transformation consultant’s engagement, which was extended into 2025, included $2.5 million in the year ended December 31, 2025. Additionally, net legal and professional expenses and settlements include $1.6 million, $2.8 million, and $1.8 million in the years ended December 31, 2025, 2024, and 2023, respectively, relating to litigation of historic legal matters.
(4) Goodwill impairment in the year ended December 31, 2025, consists of goodwill impairment charges related to the full impairment of goodwill in our North America and Europe reporting units. Goodwill impairment in the year ended December 31, 2024, consists of a $63.4 million goodwill impairment charge associated with our Europe reporting unit, and a $31.4 million goodwill impairment charge in our North America segment related to the court-ordered divestiture of Towanda. Refer to Note 6 - Goodwill to our consolidated financial statements included in this Form 10-K for more information.
(5) Restructuring and asset-related charges, net represents severance, accelerated depreciation and amortization, equipment relocation and other expenses directly incurred as a result of restructuring events. The restructuring charges primarily relate to charges incurred to change the operating structure, eliminate certain roles, and close certain manufacturing facilities in our North America and Europe segments. Refer to Note 19 - Restructuring and Asset-Related Charges, Net to our consolidated financial statements included in this Form 10-K for more information.
(6) Product and inventory-related charges related to announced facility closures were detrimental to Adjusted EBITDA from continuing operations. Refer to Note 19 - Restructuring and Asset-Related Charges, Net to our consolidated financial statements included in this Form 10-K for more information.
(7) M&A related costs consist of legal and professional expenses related to the court-ordered divestiture of Towanda and other strategic initiatives.
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(8) Net gain on sale of business, property, and equipment in the year ended December 31, 2025, primarily relates to the court-ordered divestiture of Towanda, the sale of property in Coral Springs, Florida and the sale of property and equipment in Marion, North Carolina. Net gain on sale of business, property and equipment in the year ended December 31, 2024, primarily relates to the sale of our business in St. Kitts and properties in Chile, Mexico, and Klamath Falls, Oregon. Net gain on sale of business, property and equipment in the year ended December 31, 2023, primarily relates to the sale of properties in the United Kingdom, Australia, and Klamath Falls, Oregon.
(9) Loss on extinguishment and refinancing of debt consists of $0.2 million in the year ended December 31, 2025, associated with an amendment of our ABL Facility. Loss on extinguishment and refinancing of debt of $1.9 million in the year ended December 31, 2024, associated with an amendment of our Term Loan Facility and redemption of the remaining $200.0 million of our 4.63% Senior Notes. Loss on extinguishment and refinancing of debt of $6.5 million in the year ended December 31, 2023, is related to the redemption of $250.0 million of our 6.25% Senior Secured Notes and $200.0 million of our 4.63% Senior Notes. Refer to Note 12 - Long-Term Debt to our consolidated financial statements included in this Form 10-K for more information.
(10) Share-based compensation expense represents equity-based compensation expense related to the issuance of share-based awards.
(11) Pension settlement charge of $6.6 million in the year ended December 31, 2025, is due to the purchase of group annuity contracts and transfer of pension obligations associated with our U.S. defined benefit pension plan to an insurer. Pension settlement charge of $4.4 million in the year ended December 31, 2023, represents a settlement loss associated with our U.S. defined benefit pension plan resulting from a one-time lump sum payment offered to pension plan participants. Refer to Note 26 - Employee Retirement and Pension Benefits to our consolidated financial statements included in this Form 10-K for more information.
(12) Non-cash foreign exchange transaction/translation (gain) loss is primarily associated with fair value adjustments of foreign currency derivatives and revaluation of balances denominated in foreign currencies.
(13) Other special items not core to ongoing business activity include: (i) in the year ended December 31, 2025 $3.5 million in expenses related to an environmental matter in Corporate and unallocated costs; (ii) in the year ended December 31, 2024, a loss of $4.8 million of cumulative foreign currency translation adjustments related to the substantial liquidation of a foreign subsidiary in Chile and Mexico in our North America segment; (iii) in the year ended December 31, 2023, ($3.1) million in income from short-term investments and forward contracts related to the JW Australia divestiture in Corporate and unallocated costs, ($2.8) million in adjustments to compensation and non-income taxes associated with exercises of legacy equity awards in our Europe segment, and $2.2 million in costs that do not meet the GAAP definition of restructuring, primarily related to the closure of a certain facility in our Europe segment.
Comparison of the Year Ended December 31, 2025 to the Year Ended December 31, 2024
Year Ended December 31,
(amounts in thousands)
Variance
Net revenues from external customers
North America
Europe
Total Consolidated
Percentage of total consolidated net revenues
North America
Europe
Total Consolidated
Adjusted EBITDA from continuing operations (1)
North America
Europe
Corporate and unallocated costs
Total Consolidated
Adjusted EBITDA from continuing operations as a percentage of segment net revenues
North America
Europe
Total Consolidated
(1) Adjusted EBITDA from continuing operations is a financial measure that is not calculated in accordance with GAAP. Refer to the calculation of Adjusted EBITDA from continuing operations for a discussion of the Special items listed above.
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North America
Net revenues in North America decreased $554.0 million, or 20.5%, to $2.15 billion in the year ended December 31, 2025, from $2.71 billion in the year ended December 31, 2024. The decrease was primarily due to a decrease in Core Revenues of 14% and a decrease in net revenues from the court-ordered divestiture of Towanda of 6%. The decrease in Core Revenues was driven by a 14% decline in volume/mix due to weaker market demand.
Adjusted EBITDA from continuing operations in North America decreased $154.6 million, or 60.9%, to $99.5 million in the year ended December 31, 2025, from $254.1 million in the year ended December 31, 2024. The decrease was primarily due to unfavorable volume/mix, negative price/cost, and lower productivity, partially offset by lower SG&A. The decrease in SG&A was primarily driven by decreased salaries and benefits driven by a reduction in headcount, lower advertising and promotion expenses, reduction in R&D expenses, as well as lower non-transformational professional fees.
Europe
Net revenues in Europe decreased $10.4 million, or 1.0%, to $1.06 billion in the year ended December 31, 2025, from $1.07 billion in the year ended December 31, 2024. The decrease was primarily due to a decrease in Core Revenues of 5%, partially offset by a favorable foreign exchange impact of 4%. The decrease in Core Revenues was primarily driven by unfavorable volume/mix of 7%, primarily due to market softness across the region, partially offset by a 2% benefit from price realization.
Adjusted EBITDA from continuing operations in Europe decreased $12.4 million, or 18.3%, to $55.3 million in the year ended December 31, 2025, from $67.7 million in the year ended December 31, 2024. The decrease was primarily due to unfavorable volume/mix and negative price/cost, partially offset by favorable productivity.
Corporate and unallocated costs
Corporate and unallocated costs decreased by $9.8 million, or 21.0%, to $36.8 million in the year ended December 31, 2025, from $46.5 million in the year ended December 31, 2024. The decrease in cost was primarily due to an increase in cash received on a real estate investment, lower salaries and benefits driven by a reduction in headcount in the current year, lower insurance expense due to favorable claims experience, and reduction in non-transformational professional fees, partially offset by higher foreign exchange and hedging losses.
Comparison of the Year Ended December 31, 2024 to the Year Ended December 31, 2023
Year Ended December 31,
(amounts in thousands)
% Variance
Net revenues from external customers
North America
Europe
Total Consolidated
Percentage of total consolidated net revenues
North America
Europe
Total Consolidated
Adjusted EBITDA from continuing operations (1)
North America
Europe
Corporate and unallocated costs
Total Consolidated
Adjusted EBITDA from continuing operations as a percentage of segment net revenues
North America
Europe
Total Consolidated
(1) Adjusted EBITDA from continuing operations is a financial measure that is not calculated in accordance with GAAP. Refer to the calculation of Adjusted EBITDA from continuing operations for a discussion of the Special items listed above.
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North America
Net revenues in North America decreased $414.7 million, or 13.3%, to $2.71 billion in the year ended December 31, 2024, from $3.12 billion in the year ended December 31, 2023. The decrease was primarily due to a decrease in Core Revenues of 13%. Core Revenues decreased due to an 13% unfavorable volume/mix driven by weaker market demand and a shift in demand to lower priced products.
Adjusted EBITDA from continuing operations in North America decreased $128.1 million, or 33.5%, to $254.1 million in the year ended December 31, 2024, from $382.2 million in the year ended December 31, 2023. The decrease was primarily due to unfavorable volume mix and price/cost, partially offset by improved productivity.
Europe
Net revenues in Europe decreased $114.1 million, or 9.7%, to $1.07 billion in the year ended December 31, 2024, from $1.18 billion in the year ended December 31, 2023. The decrease was primarily due to a decrease in Core Revenues of 10%. Core Revenues decreased due to unfavorable volume/mix of 11% primarily due to market softness across the region, partially offset by a 1% benefit from price realization.
Adjusted EBITDA from continuing operations in Europe decreased $13.7 million, or 16.9%, to $67.7 million in the year ended December 31, 2024, from $81.5 million in the year ended December 31, 2023. The decrease was primarily due to unfavorable volume/mix and price/cost, partially offset by favorable productivity.
Corporate and unallocated costs
Corporate and unallocated costs decreased by $36.7 million, or 44.1%, to $46.5 million in the year ended December 31, 2024, from $83.2 million in the year ended December 31, 2023. The decrease in cost was primarily due to a decrease in performance-based variable compensation expense, lower insurance expense due to favorable claims experience, an increase in cash received on investment in real estate, reduction in non-transformational professional fees and corporate function expense savings in 2024, partially offset by an increase in cloud and software application costs.
Liquidity and Capital Resources
Overview
We have historically funded our operations through a combination of cash from operations, draws on our revolving credit facilities, and the issuance of non-revolving debt such as our Term Loan Facility and our Senior Notes. We place a strong emphasis on cash flow generation, which includes an operating discipline focused on working capital management. Working capital fluctuates throughout the year and is impacted by inflation, the seasonality of our sales, customer payment patterns, supply availability, and the translation of the balance sheets of our foreign operations into the U.S. dollar. Typically, working capital increases at the end of the first quarter and beginning of the second quarter in conjunction with, and in preparation for, the peak season for home construction and remodeling in our North America and Europe segments, and decreases starting in the fourth quarter as inventory levels and accounts receivable decline. Inventories fluctuate for raw materials that have long delivery lead times, as we work through prior shipments and take delivery of new orders.
As of December 31, 2025, we had total liquidity (a non-GAAP measure) of $484.7 million, consisting of $136.1 million in unrestricted cash and $348.6 million available for borrowing under the ABL Facility, compared to total liquidity of $566.7 million as of December 31, 2024. The decrease in total liquidity was primarily due to lower ABL borrowing base availability as well as a lower cash balance at December 31, 2025, compared to December 31, 2024.
As of December 31, 2025, our cash balances, including $2.1 million of restricted cash, consisted of $64.3 million in cash located in the U.S. and $73.9 million in cash located outside of the U.S. held by our non-U.S. subsidiaries.
Based on our current and forecasted level of operations and seasonality of our business, we believe that cash provided by operations and other sources of liquidity, including cash, cash equivalents, and availability under our revolving credit facilities, will provide adequate liquidity for ongoing operations, planned capital expenditures and other investments, and debt service requirements for at least the next twelve months from this issuance of financial statements and maintain compliance with covenants under our debt agreements.
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Our total indebtedness as of December 31, 2025, was $1.18 billion of which $23.7 million in short-term debt obligations is due and payable within the next 12 months. Our $400.0 million Senior Notes bearing interest of 4.88% are due and payable in December 2027. To service our indebtedness, we may be required to undertake various actions including, but not limited to, refinancing all or a portion of our existing long-term debt, pursuing strategic reviews of our assets and businesses, entering into sale-leaseback transactions for selected properties, adjusting our planned level of capital and other expenditures, or other strategies. In addition, in accordance with our credit agreements, dispositions of assets or businesses may require us to use all or a portion of the proceeds of such sales to pay down certain portions of our debt.
We may, from time to time, refinance, reprice, extend, retire, or otherwise modify our outstanding debt to lower our interest payments, reduce our debt, or otherwise improve our financial position. These actions may include repricing amendments, extensions, and/or opportunistic refinancing of debt. The amount of debt that may be refinanced, repriced, extended, retired, or otherwise modified, if any, will depend on market conditions, trading levels of our debt, our cash position, compliance with debt covenants, and other considerations.
We may, from time to time, seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for equity or debt, in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if there are any, will be on such terms and at such prices as we may determine, and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
Based on hypothetical variable rate debt that would have resulted from drawing each revolving credit facility up to the full commitment amount, a 100-basis point decrease in interest rates would have reduced our interest expense by $8.9 million in the year ended December 31, 2025. A 100-basis point increase in interest rates would have increased our interest expense by $8.8 million in the same period. In certain instances, the impact of a hypothetical decrease would have been partially mitigated by interest rate floors that apply to certain of our debt agreements.
Contractual Obligations
In addition to our discussion and analysis surrounding our liquidity and capital resources, we have significant contractual obligations and commitments as of December 31, 2025, relating to the following:
• Long-term debt and interest obligations – As of December 31, 2025, our outstanding debt balance was $1.18 billion. Refer to Note 12 - Long-Term Debt to our consolidated financial statements included in this Form 10-K for more information regarding the timing of expected future principal payments. Interest on long-term debt is calculated based on debt outstanding and interest rates in effect on December 31, 2025, considering scheduled maturities and amortization payments. As of December 31, 2025, we estimate interest payments of $70.2 million due in 2026 and $210.0 million due in 2027 and thereafter.
• Finance and operating lease obligations – As of December 31, 2025, our remaining contractual commitments for finance and operating leases was $244.4 million. Refer to Note 8 - Leases to our consolidated financial statements included in this Form 10-K for additional details regarding the timing of expected future payments.
• Purchase obligations – As of December 31, 2025, we have purchase obligations of $42.0 million due in 2026 and $30.8 million due in 2027 and thereafter. These purchase obligations are primarily relating to software hosting services and equipment purchase agreements. Purchase obligations are defined as purchase agreements that are enforceable and legally binding and that specify all significant terms, including quantity, price, and the approximate timing of the transaction.
Borrowings and Refinancings
In June 2023, we amended the Term Loan Facility to replace LIBOR with a Term SOFR based rate as the successor benchmark rate and made certain other technical amendments and related conforming changes. All other material terms and conditions were unchanged.
In August 2023, we redeemed all $250.0 million of our 6.25% Senior Secured Notes and $200.0 million of our 4.63% Senior Notes. The Company recognized a pre-tax loss of $6.5 million on the redemption in the year ended December 31, 2023, consisting of $3.9 million in call premium and $2.6 million in accelerated amortization of debt issuance costs.
In January 2024, we amended the Term Loan Facility to lower the applicable margin for replacement term loans, remove certain provisions no longer relevant to the parties, and make certain other technical amendments and related conforming changes. Pursuant to the amendment, replacement term loans bear interest at SOFR plus a margin of 1.75% to 2.00% depending on JWI’s corporate credit ratings, compared to a margin of 2.00% to 2.25% under the previous amendment. All other material terms and conditions of the Term Loan Agreement were unchanged.
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In August 2024, we issued $350.0 million of Senior Notes, bearing interest at 7.00%, the proceeds of which were utilized to repay $150.0 million of the outstanding balance of our Term Loan Facility and redeemed the remaining $200.0 million of our 4.63% Senior Notes in September 2024. The Company recognized a pre-tax loss of $0.5 million on the redemption resulting from accelerated amortization of debt issuance costs.
In March 2025, we amended the ABL Facility to extend the maturity date from July 2026 to March 2028, replace the CDOR as the applicable rate with respect to loans denominated in Canadian Dollars with the CORRA, and make certain other technical amendments and related conforming changes. All other material terms and conditions of the ABL Facility credit agreement were unchanged including the aggregate commitment, which remained at $500.0 million. As a result of this amendment, the Company recognized a pre-tax loss of $0.2 million in the first quarter of 2025, consisting of unamortized issuance costs.
If there are outstanding borrowings against the ABL Facility, which results in the Company’s Global Excess Availability falling below the Level 1 Availability Trigger Amount, we would be required to comply with a minimum Fixed Charge Coverage Ratio as described in the ABL Facility credit agreement.
In December 2007, we entered into thirty-year mortgage notes secured by land and buildings in Denmark with principal payments which began in 2018. In October 2024, we repaid the entire remaining principal balance of the mortgage notes of DKK142.5 million ($20.7 million).
As of December 31, 2025, we were in compliance with the terms of all our Credit Facilities and the indentures governing the Senior Notes.
Our results have been and will continue to be impacted by substantial changes in our net interest expense throughout the periods presented and into the future. Refer to Note 12 - Long-Term Debt to our consolidated financial statements included in this Form 10-K for more information.
Cash Flows
The following table summarizes the changes to our cash flows for the periods presented:
Year Ended December 31,
(amounts in thousands)
Cash (used in) provided by:
Operating activities
Investing activities
Financing activities
Effect of changes in exchange rates on cash and cash equivalents
Net change in cash and cash equivalents
Cash Flows from Operations
Net cash used in operating activities was $4.9 million in the year ended December 31, 2025, compared to cash provided by operating activities of $106.2 million in the year ended December 31, 2024. The change in cash flows from operating activities was primarily due to the decrease in earnings of $432.2 million, inclusive of $334.6 million in non-cash goodwill impairment charges related to our North America and Europe reporting units in the current year, $129.2 million attributable to a valuation expense recorded against our U.S. tax attributes during 2025, and a $69.5 million increase in net cash used in our working capital accounts. The impact of accounts receivable, net, was unfavorable by $55.6 million for the year ended December 31, 2025, compared to the same period in 2024, primarily driven by a slower pace of declining sales and accounts receivable relative to the prior year. Accounts payable had an unfavorable impact of $38.0 million, mainly due to reduced inventory purchases in North America and lower professional expense payables related to a transformation consultant. Inventory contributed a favorable impact of $24.1 million, primarily reflecting decreased material purchases in North America.
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Net cash provided by operating activities decreased $239.0 million to $106.2 million in the year ended December 31, 2024, compared to $345.2 million in the year ended December 31, 2023. The decreased operating cash flow was primarily due to unfavorable change in earnings of $251.5 million and an unfavorable impact from accrued expenses of $39.1 million, due primarily to higher payments of annual variable compensation for 2023 performance, partially offset by a $9.4 million improvement in net cash provided by our working capital accounts. The impact of accounts receivable, net of $91.4 million was favorable in the year ended December 31, 2024, compared to the year ended December 31, 2023, which was primarily due to decreased sales and slightly improved collections. The $28.1 million favorable impact from accounts payable is primarily due to improved payment terms with suppliers. The $110.1 million unfavorable impact of inventory is primarily due to the prior year benefit from intentional, one-time reductions not being repeated in the current year, as 2024 began with a more normalized inventory level as compared to the prior year. Further, the unfavorable impact of inventory was also driven by investments in inventory levels to aid in delivering improved service levels and lead times to our customers.
Cash Flows from Investing Activities
Net cash provided by investing activities was $16.3 million in the year ended December 31, 2025, compared to cash used in investing activities of $153.3 million in the year ended December 31, 2024. The change in cash flows from investing activities was primarily driven by $110.7 million proceeds related to the court-ordered divestiture of Towanda, proceeds of $37.6 million from sale of property in Coral Springs, Florida, during the year ended December 31, 2025, and by a decrease in capital expenditures of $37.8 million.
Net cash used in investing activities was $153.3 million in the year ended December 31, 2024, compared to cash provided by investing activities of $279.2 million in the year ended December 31, 2023, primarily driven by $365.6 million proceeds (payments) related to the sale of JW Australia during the year ended December 31, 2023, and an increase in capital expenditures of $62.8 million.
Cash Flows from Financing Activities
Net cash used in financing activities decreased $47.6 million to $33.0 million in the year ended December 31, 2025, compared to $80.6 million in the year ended December 31, 2024, primarily driven by the repurchases of common stock of $24.3 million in the year ended December 31, 2024, and a reduction in net debt payments and debt extinguishment costs of $23.7 million.
Net cash used in financing activities decreased $482.5 million to $80.6 million in the year ended December 31, 2024, compared to $563.2 million in the year ended December 31, 2023, primarily due to net debt payments and payments of debt extinguishment costs of $55.2 million in the year ended December 31, 2024, compared to net debt payments and payments of debt extinguishment costs of $561.3 million in the year ended December 31, 2023. This decrease is partially offset by the repurchases of common stock of $24.3 million during the year ended December 31, 2024.
Holding Company Status
We are a holding company that conducts all our operations through subsidiaries, and we rely on dividends or advances from our subsidiaries to fund the holding company. The majority of our operating income is derived from JWI, our main operating subsidiary. The ability of our subsidiaries to pay dividends to us is subject to applicable local law and may be limited due to the terms of other contractual arrangements, including our Credit Facilities and Senior Notes.
Critical Accounting Policies and Estimates
The following disclosure is provided to supplement the description of our accounting policies contained in Note 1 - Description of Company and Summary of Significant Accounting Policies to our consolidated financial statements. Our MD&A is based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which may differ from these estimates. The following discussion highlights the estimates we believe are critical and should be read in conjunction with the consolidated financial statements included in this Form 10-K.
Recoverability of Long-Lived and Intangible Assets
Long-lived assets, other than goodwill, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of such asset or asset groups may not be recoverable. Such events or circumstances include, but are not limited to, a significant decrease in the fair value of the underlying business or a change in utilization of property and equipment.
We group assets to test for impairment at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities.
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When a triggering event is identified, we perform an impairment test by reviewing the expected undiscounted cash flows generated from the anticipated use of the asset or asset group and the residual value from the ultimate disposal of the asset or asset group, compared to the carrying value of the asset or asset group. If the expected undiscounted cash flows are less than the carrying value of the asset or asset group, the asset or asset group is deemed not to be recoverable and possibly impaired. We then estimate the fair value of the asset or asset group to determine whether an impairment loss should be recognized. An impairment loss will be recognized if an asset or asset group’s fair value is determined to be less than its carrying value. Fair value can be determined using an income approach, cost approach, or market approach. For depreciable long-lived assets and an amortizable intangible asset, the new cost basis will be amortized over the remaining useful life of the asset. Our impairment loss calculations require management to apply judgments in estimating future cash flows to determine asset fair values under the income approach, including forecasting the useful lives of the assets. Under the cost approach, we applied assumptions regarding the current replacement cost of similar assets adjusted for estimated depreciation, physical deterioration, and economic obsolescence. For the market approach, we utilized a guideline company method in which the fair value of the asset or asset group was based on a weighting of the market multiples of comparable companies.
Goodwill
Goodwill was tested for impairment on an annual basis during the fourth quarter and between annual tests if indicators of potential impairment existed. The estimated fair values of our reporting units were derived using a combination of income and market approaches, both of which yielded substantially equivalent indications of fair value. Absent an indication of fair value from a potential buyer or similar specific transactions, we believed that the use of these methods provided a reasonable estimate of a reporting unit’s fair value. Fair value computed by these models was arrived at using several factors and inputs. There were inherent uncertainties related to fair value models, the inputs, factors and our judgment in applying them to this analysis. Nonetheless, we believed that the combination of these methods provided a reasonable approach to estimate the fair values of our reporting units.
Under the income approach, the fair value of a reporting unit was based on a discounted cash flow analysis of management's short-term and long-term forecast of operating performance. This analysis contained significant assumptions and estimates including revenue growth rates, expected EBITDA, discount rates, capital expenditures, incremental net working capital, income tax rates, and terminal growth rates. Under the market approach, we utilized a guideline company method in which the fair value of the reporting unit was based on a weighting of the market multiples of comparable companies.
After the divestiture of our Australasia reporting unit in the third quarter of 2023, we identified two reporting units: North America and Europe. In determining our reporting units, we considered (i) whether an operating segment or a component of an operating segment was a business, (ii) whether discrete financial information was available, and (iii) whether the financial information is regularly reviewed by management of the operating segment.
Following our 2023 annual impairment test for our Europe reporting unit, we concluded that while no impairment existed, the fair value of our reporting unit exceeded its carrying value by approximately 3%. During the third quarter of 2024, the Company updated its financial forecast for the Europe reportable segment to reflect anticipated macroeconomic conditions of prolonged elevated interest rates leading to reduced revenue growth expectations. The end of the third fiscal quarter also marks the conclusion of our generally heavier seasonal sales period and our European net sales were negatively impacted by weaker market demand. Accordingly, the Company determined that a triggering event occurred requiring an interim goodwill impairment test for its European reporting unit as of September 28, 2024. Based upon the results of our interim impairment test, we concluded the carrying value of our Europe reporting unit exceeded its fair value, and we recorded a goodwill impairment charge of $63.4 million, representing a partial impairment of goodwill assigned to the Europe reporting unit. Following this partial impairment, the reporting unit’s carrying amount equaled the fair value.
The Company elected to perform a qualitative analysis as of the fourth quarter 2024 for the Europe reporting unit. Our analysis did not determine that it was more likely than not that the carrying value of the Europe reporting unit exceeded the fair value. During the fourth quarter 2024, we quantitatively determined that the fair value of our North America reporting unit exceeded its net carrying amount and no goodwill impairment existed. We determined that the fair value of our North America reporting unit would have to decline by less than 10% to be considered impaired.
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During the first quarter of 2025, the Company determined that a triggering event occurred, requiring an interim goodwill impairment test of its North America reporting unit as of March 29, 2025. This was due to factors that increased short-term volatility in sales and EBITDA volatility, reflecting anticipated economic headwinds, deterioration of market demand versus previous expectations, and uncertainty around how potential increases in inflationary pressures on imports will impact customer demand. These factors included a decrease in the US GDP growth consensus estimate for 2025 by approximately 40 basis points from the end of 2024. Further, the National Association of Homebuilders reported that single-family starts were projected to grow 70 basis points less than previously estimated, and multifamily starts were expected to decline 6.0% in 2025, down from a 3.5% decline cited in previous reports. Additionally, during the first quarter, we saw a continued decline in the market price of our common stock, resulting in a decrease in our market capitalization. The impairment test indicated a non-cash goodwill impairment charge related to the North America reporting unit of $137.7 million, which the Company recorded in the accompanying consolidated statements of operations during the first quarter of 2025. Following this impairment charge to our North America reporting unit, the fair values of both of our reporting units approximate their carrying value.
During the third quarter of 2025, the Company determined that a triggering event occurred, requiring an interim goodwill impairment test of its North America and Europe reporting units as of September 27, 2025. The end of the third fiscal quarter marks the conclusion of our generally heavier seasonal sales period, and our net sales during this period were negatively impacted by weaker than previously expected market demand in each of our reporting units. This was due to increased economic headwinds, further deterioration of market demand versus previous expectations as well as the impacts of continued elevated interest rates and inflationary pressures extending the time horizon for market demand recovery. Our European business also experienced lower than expected demand in some of our larger markets as well as inventory re-balancing that impacted purchasing from our larger customers. In addition, we were unable to realize previously expected base productivity in both of our reporting units contributing to lower than expected profitability levels. As a result of these factors, the Company updated its financial forecast for the North America and Europe reporting units to reflect current and anticipated macroeconomic conditions leading to reduced revenue growth expectations and profitability. As a result of our impairment tests, all the remaining goodwill related to both the North America and Europe reporting units was determined to be fully impaired, and a $196.9 million non-cash goodwill impairment charge was recorded in the accompanying consolidated statements of operations during the third quarter of 2025.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We evaluate both the positive and negative evidence that is relevant in assessing whether we will realize the deferred tax assets. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. This projected realization is directly related to our future projections of the performance of our business and management’s planning initiatives at any point in time. As a result, valuation allowances are subject to change as proven business trends and planning initiatives develop.
The tax effects from an uncertain tax position can be recognized in the consolidated financial statements only if the position is more likely than not to be sustained, based on the technical merits of the position and the jurisdiction. We recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit and the tax related to the position would be due to the entity and not the owners. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized, upon ultimate settlement with the relevant tax authority. We apply this accounting standard to all tax positions for which the statute of limitations remains open. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.
We file a consolidated federal income tax return in the U.S. and various states. For financial statement purposes, we calculate the provision for federal income taxes using the separate return method. Certain subsidiaries file separate tax returns in certain countries and states. Any U.S. federal, state and foreign income taxes refundable and payable are reported in other current assets and other current liabilities in the consolidated balance sheets as of December 31, 2025 and 2024. We record interest and penalties on amounts due to tax authorities as a component of income tax expense in the consolidated statements of operations. We have elected to account for the impact of GILTI in the period in which it is incurred.
The Company continues to monitor and evaluate legislative developments related to GloBE established by the OECD Pillar Two framework. Several countries in which the Company’s subsidiaries operate have adopted those rules into legislation. The Company continues to evaluate impacts as further guidance is released.
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Contingent Liabilities
Contingent liabilities require significant judgment in estimating potential losses for legal and environmental claims. Each quarter, we review significant new claims and litigation for the probability of an adverse outcome. Estimates are recorded as liabilities when it is probable that a liability has been incurred, and the amount of the loss is reasonably estimable. Disclosure is required when there is a reasonable possibility that the ultimate loss will materially exceed the recorded provision. Contingent liabilities are often resolved over long time periods. Estimating probable losses requires analysis of multiple forecasts that often depend on judgments about potential actions by third parties such as regulators, and the estimated loss can change materially as individual claims develop.
Share-based Compensation Plan
We have share-based compensation plans that provide compensation to employees through various grants of share-based instruments. We apply the fair value method of accounting using the Black-Scholes option-pricing model to determine the compensation expense for stock options. The compensation expense for RSUs awarded is based on the fair value of the RSU at the date of grant. Compensation expense is recorded in the consolidated statements of operations and is recognized over the requisite service period. The determination of obligations and compensation expense requires the use of several mathematical and judgmental factors, including stock price, expected volatility, the anticipated life of the option, estimated risk-free rate, and the number of shares or share options expected to vest. Any difference in the number of shares or share options that vest can affect future compensation expense. Other assumptions are not revised after the original estimate.
The Black-Scholes option-pricing model requires the use of weighted average assumptions for estimated expected volatility, estimated expected term of stock options, risk-free rate, estimated expected dividend yield, and the fair value of the underlying common stock at the date of grant. We estimate the expected term of all stock options based on previous history of exercises. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the expected term of the stock option. The expected dividend yield rate is 0% which is consistent with the expected dividends to be paid on common stock.
For PSUs issued prior to 2021, the number of PSUs that vest is determined by a payout factor consisting of equally weighted performance measures of Adjusted EBITDA and Free Cash Flow, each as reported over the applicable three-year performance period, and is adjusted based upon a market condition measured by our TSR over the applicable three-year performance period as compared to the TSR of the Russell 3000 index.
For PSUs issued from 2021 to 2024, the number of PSUs that vest is determined by a payout factor consisting of equally weighted pre-set three-year cumulative performance targets on ROIC and TSR. The fair value of the award is estimated using a Monte Carlo simulation approach in a risk-neutral framework to model future stock price movements based on historical volatility, risk-free rates of return, and correlation matrix.
For PSUs issued in 2025, the number of PSUs that vest is determined based on annual performance evaluations of Adjusted ROIC and Net Sales over three independent annual performance periods, with equally weighted performance measures of ROIC and Net Sales. Each metric is measured annually, and the cumulative earned PSUs may be modified, at the sole discretion of the Compensation Committee of the Board of Directors, at the end of the third year, by a three-year TSR-based adjustment at the end of the award period. This adjustment can range from a reduction of up to 10% to an increase of up to 10%, based on the Company’s relative TSR compared to the Russell 3000 index. The fair value of the award is estimated using a Monte Carlo simulation approach in a risk-neutral framework to model future stock price movements based on historical volatility, risk-free rates of return, and correlation matrix.
We estimate forfeitures based on our historical analysis of actual stock option forfeitures. Actual forfeitures are recorded when incurred and estimated forfeitures are reviewed and adjusted at least annually.
Employee Retirement and Pension Benefits
The obligations under our defined benefit pension plans are calculated using actuarial models and methods. The most critical assumption and estimate used in the actuarial calculations is the discount rate for determining the current value of benefit obligations. Other assumptions and estimates used in determining benefit obligations and plan expenses include expected return on plan assets, inflation rates, and demographic factors such as retirement age, mortality, and turnover. These assumptions and estimates are evaluated periodically and are updated accordingly to reflect our actual experience and expectations.
The discount rate used to determine the benefit obligations was computed through a projected benefit cash flow model. This approach determines the discount rate as the rate that equates the present value of the cash flows (determined using that single rate) to the present value of the cash flows where each cash flows' present value is determined using the spot rates from the WTW RATE: Link 10:90 Yield Curve.
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The discount rate utilized to calculate the projected benefit obligation at the measurement date for our U.S. pension plan decreased to 5.41% at December 31, 2025, from 5.57% at December 31, 2024. Lowering the discount rate by 25 bps would increase the U.S. pension and post-retirement obligation at December 31, 2025, by approximately $4.0 million and would decrease estimated fiscal year 2026 pension expense by approximately $0.2 million. Increasing the discount rate by 25 bps would decrease the U.S. pension and post-retirement obligation at December 31, 2025, by approximately $3.8 million and would increase estimated fiscal year 2026 pension expense by approximately $0.1 million.
We determine the expected long-term rate of return on plan assets based on the plan assets’ historical long-term investment performance, current asset allocation, and estimates of future long-term returns by asset class. Holding all other assumptions constant, a 100-bps increase or decrease in the assumed rate of return on plan assets would decrease or increase 2026 net periodic pension expense by approximately $1.5 million.
The actuarial assumptions we use in determining our pension benefits may differ materially from actual results because of changing market and economic conditions, higher or lower withdrawal rates, or longer or shorter life spans of participants. While we believe that the assumptions used are appropriate, differences in actual experience or changes in assumptions might materially affect our financial position or results of operations.
From time to time, we may execute transactions intended to reduce the volatility and long‑term risk of our U.S. defined benefit pension plan such as one‑time lump‑sum election windows for eligible participants or the purchase of group annuity contracts from highly rated insurers when market conditions and plan fundamentals are favorable. These market conditions and plan fundamentals include interest rate levels, insurer pricing and capacity, plan funded status, PBGC premiums, and expected administrative costs. When a settlement occurs, GAAP requires immediate recognition in earnings of a portion of accumulated actuarial gains/losses proportional to the obligation settled. As a result, any such action may give rise to a non‑cash pre‑tax pension settlement charge recorded within other income, net, with a corresponding impact to accumulated other comprehensive income. Cash impacts depend on the structure of the transaction.
Capital Expenditures
We expect that our capital expenditures will be focused on supporting our cost reduction and efficiency improvement projects sustaining our current manufacturing operations. We are subject to health, safety, and environmental regulations that may require us to make capital expenditures to ensure our facilities are compliant with those various regulations .
