JELD 10-K & 10-Q changes, risk factors and insider trading

While cyclicity in our new residential and non-residential construction end markets is moderated to a certain extent by R&R activity, much 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.

Our top ten customers together accounted for approximately 48%, 46%, 43% and 44%43% of our net revenues in the years ended December 31, 2025, 2024, 2023 and 2022,2023, respectively. The Home Depot, a customer of our North America segment, represented approximately 17%, 16%, 15%, and 16%15% of our consolidated net revenues during the years ended December 31, 2025, 2024, 2023 and 2022,2023, respectively. Lowe’s Companies, another customer of our North America segment, represented approximately 13%, 12%, 11%, and 11% of our consolidated net revenues during the years ended December 31, 2025, 2024, 2023 and 2022,2023, 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 in order 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. 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.

In addition, someSome 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 oura 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 in order 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.

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.charges, net. We may, in addition, decide to alter or discontinue certain aspects of our business strategy at any time.

A disruption in our operations due to natural disasters, 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.worldwide, We have facilities locatedincluding 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 actscatastrophic of violence or war.events. These attacksevents may directly impact our suppliers’ or customers’ physical facilities.facilities Furthermore, these attacks mayor make travel and 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. Political and economic instability in some regions of the world may also negatively impact the global economy and, therefore, our business. For instance, instabilities in the Middle East and the ongoing conflict between Russia and Ukraine, including sanctions imposed on Russia, has had and could continue to have an adverse impact on our business, such ascause shortages in materials and heightened inflation on materials, freight, and other variable costs, such as utilities. The consequencesextent ofto which any ofextraordinary theseevent armedimpacts conflictsus depends on numerous factors and future developments that we are unpredictable, and we may not be able to foreseepredict, eventsincluding thatthe couldduration haveand anscope adverseof effectthe 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 oureconomic business.activity, More generally, any of these events could cause consumer confidence and spending to decrease or result in increased volatility in the worldwideincluding financial markets.market They could also result in economic recessions. Any of these occurrences could have a material adverse effect on our business, financial condition, and results of operations.instability.

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, and expectationsexpectations, 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. While we continue to invest in innovation, brand building, and brand awareness, and intend to increase our investments in these areas in the future, these initiatives may not 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.

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.

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 gasgas, 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.

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 are not able tocannot 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.

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 couldhas, 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.

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. For example, in August 2022, the U.S. government enacted the Inflation Reduction Act of 2022 (the “Inflation Reduction Act”) into law, which includes a corporate alternative minimum tax and an excise tax on corporate stock repurchases. Future changes in tax law could significantly impact our provision for income taxes, the amount of taxes payable, and our deferred tax asset and liability balances.

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, a number of countries are actively pursuing changes to their tax laws applicable to multinational corporations.

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 businessbusinesses that do not align with our goal toof streamlinestreamlining and simplifysimplifying 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:

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, the means by whichhow 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 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 know-howknowledge 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.

Although we have closed our U.S. pension plan to new participants and have frozen future benefit accruals for current participants, we continue to have unfunded obligations under that plan. 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. The projected benefit obligation and overfunded pension assets included in our consolidated financial statements as of December 31, 2024, for our U.S. pension plan were approximately $261.5 million and $0.9 million, respectively. Unfavorableunfavorable 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, 2024,2025, our foreign defined benefit plans had an unfunded pension liabilitiesliability of approximately $26.2$29.1 million.

Under the Employee Retirement Income Security Act of 1974, as amended, or “ERISA”,ERISA, the U.S. Pension Benefit Guaranty Corporation, or the “PBGC”,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.

In addition, we are subject to state, foreign, and international laws and regulations, as well as contractual obligations, thatwhich 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.

Domestic and foreign regulations, legislation and government policy, including those applicable to generalbuilding businesscodes operations,and standards, could increase the costs of operating our businessbusiness, andlower the demand for our products or otherwise adversely affect our business.

We are subject to a variety of regulation,extensive and complex regulations, legislation and government policies from U.S.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 addition, our international operations are subject to laws applicable to foreign operations, trade protection measures, foreign labor relations, differing intellectual property rights, privacy regulations, other legal and regulatory constraints, and currency regulations of the countries or regions in which we currently operate or where we may operate in the future. These factors may restrict the sales of, or increase costs of, manufacturing and selling our products.

Legal, regulatory or stakeholder preferences regarding climate change and ESGsustainability matters could have an adverse impact on the Company’s business and results of operations.

Heightened stakeholder focus on ESGsustainability 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 certaintycertainty, including frequently changing legislation and regulation surrounding ESG may have an adverse impact on our business and results of operations. Such regulatory uncertaintysustainability could adversely impact the demand for energy efficient products and couldproducts, increase costs of compliance. Additionally, the extensivecompliance and frequently changing legislation and regulations could impose increased liability for remediation costs and civil or criminal penalties in cases of non-compliance.

Further, we have established and publicly disclosed ESGsustainability targets and goals and other sustainabilityrelated 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 ESGsustainability 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.

IfOur thereability wereto ancomply event of default underwith the credit agreements governing our Credit Facilities, the indentures governing the Senior Notes, or other indebtedness that we may incur,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.

Our level of indebtedness increases the risk that weWe may not be unableable to generate sufficient cash sufficient to pay amounts due in respect ofservice our indebtedness and couldother haveobligations without other materialstrategic consequences, including:transactions.

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-1A - Risk Factors included in this Form 10-K.

•Company Overview. This section provides a general description of our Company and reportable segments, business and industry trends, our key business strategiesstrategies, and background information on other matters discussed in this MD&A.

•Consolidated Results of Operations and Operating Results by Business Segment.Operations. This section provides our analysis and outlook for the significant line items on our consolidated statements of operations, as well as otherhighlights informationkey events or changes since the reporting period that wemay deem meaningful to an understanding ofaffect our resultsfinancial ofcondition, operationsresults, onor bothfuture a consolidated basis and a business segment basis.outlook.

BusinessReportable Segments

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. As of December 31, 2024, and prior to the court-ordered divestiture closing, we believed the court-ordered divestiture would occur within the next twelve months and qualifies for held for sale accounting. We have reclassified certain assets and liabilities to assets held for sale in the accompanying financial statements. We have reported Towanda within our North America operations through 2024.the date of sale. Refer to Note 252 - CommitmentsDiscontinued Operations and ContingenciesDivestiture included in this Form 10-K for more information on the Steves litigation and court-ordered divestiture.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.

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.

Our senior management team has a proven track recordhistory 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 reducing facility count while optimizing manufacturing capacity and improving planning and manufacturing processes;

•reducing warranty costs and scrap by improving quality.

Commodities such as wood, steel, glass, fiberglass, aluminumaluminum, 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.

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 a number ofseveral 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.

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-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-Risk - Exchange Rate Risk included in this Form 10-K.10-K for more information.

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, supervisionsupervision, 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-Risk - Raw Materials Risk included in this Form 10-K.

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 the majoritymost of our products.

In addition, an appropriate portion of each of the insurance and benefits, supervision and tax expenses are allocated to SG&A expenses.A.

SG&A expenses primarily consistconsists of research and development,R&D, sales and marketing, and general and administrative expenses.

Research and Development. Research and developmentR&D expenses consist primarily of personnel expenses related to research and development,R&D, consulting and contractor expenses, tooling and prototype materials, and overhead costs allocated to such expenses. Substantially all our research and developmentR&D expenses are related to developing new products and services and improving our existing products and services. To date, research and developmentR&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.

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, 20222025 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.

Restructuring and Asset Related ChargesCharges, 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 managementmanagement, 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 chargescharges, net consist of accelerated depreciation and amortization of assets due to changes in asset useful lives. Refer to Note 19.19 - Restructuring and Asset-Related ChargesCharges, Net to our consolidated financial statements included in this Form 10-K for more information.

We present several financial metrics in “Core” terms, such as Core Revenue,Revenues, which excludes the impact of foreign exchange, acquisitionsacquisitions, and divestitures completed in the last twelve months. We believe Core RevenueRevenues assists management, investors, and analysts in understanding the organic performance of our operations.

Net Revenues – Net revenues decreased $528.7 million, or 12.3%, to $3,775.6$3.78 millionbillion in the year ended December 31, 2024, from $4,304.3$4.30 millionbillion 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.

SG&A Expense – SG&A expense 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 expense 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 expense was primarily due to decreased performance-based variable compensation expense partially offset by increased professional fees, including non-recurring transformation journey expenses.

Restructuring and Asset-Related ChargesCharges, Net – Restructuring and asset-related chargescharges, 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 chargescharges, 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.segment Refer to Note 19 - Restructuring and Asset-Related ChargesCharges, ofNet 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 ofto 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 ofto our consolidated financial statements included in this Form 10-K for more information.

GoodwillOther ImpairmentIncome, Net – GoodwillOther impairmentincome, chargesnet ofdecreased $54.9$0.9 million, or 3.7%, to $24.8 million in the year ended December 31, 2022,2024, relatefrom to$25.7 goodwill impairment chargesmillion in ourthe Europeyear reportingended unit.December 31, 2023. Refer to Note 622 –- GoodwillOther ofIncome, Net to our consolidated financial statements included in this Form 10-K for more information.

(Loss) Gain onOn Sale ofOf Discontinued Operations, netNet ofOf taxTax – The $1.4 million loss and $15.7 million gain on sale of discontinued operations,operations netin ofthe taxyears isended 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 ofand Divestiture to our consolidated financial statements included in this Form 10-K for more information.

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 chargescharges, net; M&A related costs (income); net (gain) loss on sale of business, property,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.

Reconciliations of income (loss) income from continuing operations, net of tax to Adjusted EBITDA from continuing operations by segment are as follows:

This MD&A is a supplement to our unaudited condensed consolidated financial statements and notes thereto included elsewhere in this Form 10-Q and is provided to enhance your understanding of our results of operations and financial condition. OurAmounts discussiondiscussed ofin theMD&A results of operations isare presented in millions throughout MD&A andand, due to roundingrounding, may not sum or calculate precisely to the totals and percentages provided in the tables. Our MD&A is organized as follows:

•Results of Operations. This section provides our analysis and outlook forof the significant line items on our unaudited condensed consolidated statements of operations, as well as highlights key events or changes since the prior reporting period that may affect our financial condition, results,results of operations, 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.

•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.estimates.

Comparison of the Three Months Ended MarchJune 28,27, 2026 to the Three Months Ended MarchJune 29,28, 2025

Net Revenues – Net revenues decreased $53.9$5.9 million, or 6.9%,0.7%, to $722.1$817.8 million in the three months ended MarchJune 28,27, 2026, from $776.0$823.7 million in the three months ended MarchJune 29,28, 2025. The decrease in net revenues was primarily driven by a decrease in Core Revenues of 10%2%. andThis a decrease in net revenues from the court-ordered divestiture of Towanda of 1%. These werewas partially offset by a favorable foreign exchange impact of 4%.1%. The decline in Core Revenues was driven by a 10%3% decrease in volume/mix.mix, partially offset by a 1% benefit from price realization.

Gross Margin – Gross margin decreased $19.4$6.1 million, or 17.3%,4.3%, to $92.7$137.3 million in the three months ended MarchJune 28,27, 2026, from $112.1$143.4 million in the three months ended MarchJune 29,28, 2025. Gross margin as a percentage of net revenues was 12.8%16.8% in the three months ended MarchJune 28,27, 2026, compared to 14.4%17.4% in the three months ended MarchJune 29,28, 2025. The decrease in gross margin percentage was primarily due to negative price/cost and the decremental impact of volume/mix, partially offset by favorable productivity.

SG&A – SG&A increaseddecreased $1.2$10.2 million, or 0.8%,6.8%, to $146.0$138.3 million in the three months ended MarchJune 28,27, 2026, from $144.8$148.5 million in the three months ended MarchJune 29,28, 2025. SG&A as a percentage of net revenues wasdecreased 20.2%to 16.9% in the three months ended MarchJune 28,27, 2026, comparedfrom to 18.7%18.0% in the three months ended MarchJune 29,28, 2025. The increasedecrease in SG&A was primarily due to a legal settlement, as discussed in Note 20 - Commitments and Contingencies, partially offset by lower salaries and benefits driven by a reduction in headcount.headcount, decreased professional fees, including non-recurring transformation journey expenses and lower legal costs, partially offset by intangible asset impairment charges during the period. Refer to Note 7 - Intangible Assets, Net to our unaudited condensed consolidated financial statements included in this Form 10-Q for more information regarding these impairment charges.

Restructuring and Asset-Related Charges, Net – Restructuring and asset-related charges, net decreased $12.6$4.8 million, or 86.4%53.9% to $2.0$4.1 million in the three months ended MarchJune 28,27, 2026, from $14.5$8.8 million in the three months ended MarchJune 29,28, 2025. 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 16 - Restructuring and Asset-Related Charges, Net to our unaudited condensed consolidated financial statements included in this Form 10-Q for more information.

Interest Expense, Net – Interest expense, net, increased $2.3$1.9 million, or 15.3%11.4%, to $17.2$18.4 million in the three months ended MarchJune 28,27, 2026, from $14.9$16.5 million in the three months ended MarchJune 29,28, 2025. The increase in interest expense, net was primarily due to lower interest income resulting from lower invested cash balances.balances and borrowings on the ABL revolving facility.

Other Expense (Income), Net – Other expense was $1.0$3.4 million in the three months ended MarchJune 28,27, 2026, compared to other income of $10.6$4.6 million in the three months ended MarchJune 29,28, 2025. Refer to Note 17 - Other Expense (Income), Net to our unaudited condensed consolidated financial statements included in this Form 10-Q for more information.

Income Tax Expense (Benefit) – Income tax expense was $3.4$4.6 million forin the three months ended MarchJune 28,27, 2026, compared to $0.6income tax benefit of $3.5 million forin the three months ended MarchJune 29,28, 2025. The effective tax rate forin the three months ended MarchJune 28,27, 2026, was (4.617.2)%.% The effective tax rate for the three months ended March 28, 2026,and was driven primarily by foreign earnings being taxed at higher ratesrates, losses for jurisdictions for which there is a full valuation allowance in the quarter and discrete tax expense of $0.5 million due to changes in UTPs from ongoing audits.audits and return-to-provision adjustments. The effective tax rate for the three months ended MarchJune 29,28, 2025, was (0.3)%.13.6% The effective tax rate for the three months ended March 29, 2025,and was driven primarily by discretelosses itemsfor consistingjurisdictions offor which there is a $14.2 million increase tofull valuation allowancesallowance onin foreignthe quarter and state NOL and credit carryforwards, $9.8$0.6 million of tax benefit attributable to goodwill impairment, and $8.5 million ofdiscrete tax expense attributable to theshare-based court-orderedcompensation. divestitureRefer ofto Towanda.Note 11 - Income Taxes to our unaudited condensed consolidated financial statements included in this Form 10-Q for more information.

Non-GAAP Reconciliations and 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, net; net gain on sale of business, property and equipment; loss on extinguishment and refinancing of debt; share-based compensation expense; 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.

Reconciliations of loss,income (loss) from continuing operations, net of tax to Adjusted EBITDA from continuing operations by segment are as follows:

(1)Refer to the calculation of Adjusted EBITDA from continuing operations for a discussion of the Special items listed below.

(1)Refer to the calculation of Adjusted EBITDA from continuing operations for a discussion of the Special items listed below.

Reconciliations of loss,loss from continuing operations, net of tax to Adjusted EBITDA from continuing operations on a consolidated basis are as follows:

(1)Net legal and professional expenses and settlements include non-recurring transformation journey expenses of $2.6$1.5 million, and $11.2$4.1 million in the three and six months ended MarchJune 28,27, 20262026, respectively, and March$8.1 29,million and $19.3 million in the three and six months ended June 28, 2025, respectively. These expenses primarily relate to discrete project-based consulting fees that directly support the Company’s transformation journey thatand are not expected to recurrepresent innormal, therecurring foreseeableoperating future.expenses. 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 three months ended March 29, 2025, theseThese expenses also include $2.1$0.4 million and $2.5 million for the three and six months ended June 28, 2025, respectively, related to the engagement of a transformation consultant for a period spanning from the third quarter of 2023 through April 2025. Additionally, net legal and professional expenses and settlements include $9.4$0.3 million and $0.6$9.6 million in the three and six months ended MarchJune 28,27, 20262026, respectively, and March$(0.6) 29,million and a nominal amount in the three and six months ended June 28, 2025, respectively, relating to litigation of historichistorical legal matters.

(2)Goodwill impairment consists of a prior year goodwill impairment chargescharge associated with our North America reporting unit. Refer to Note 6 - Goodwill to our unaudited condensed consolidated financial statements included in this Form 10-Q for more information.

(4)Product and inventory-related charges relatedrepresent tocharges associated with announced facility closuresclosures, wereincluding detrimentalproduct-related tocash charges recorded as a reduction of net revenues and inventory and other product-related non-cash charges recorded in cost of sales. These amounts are excluded from Adjusted EBITDA.EBITDA from continuing operations. Refer to Note 16 - Restructuring and Asset-Related Charges, Net to our unaudited condensed consolidated financial statements included in this Form 10-Q for more information.

(6)Net gain on sale of business, property, and equipment in the three months ended MarchJune 29,28, 2025, primarily relates to the sale of property and equipment in Marion, North Carolina. Net gain on sale of business, property and equipment in the six months ended June 28, 2025, primarily relates to the court-ordered divestiture of Towanda.Towanda and the sale of property and equipment in Marion, North Carolina.

(7)Loss on extinguishment and refinancing of debt consists of $0.2 million in the threesix months ended MarchJune 29,28, 2025, associated with an amendment of our ABL Facility. Refer to Note 10 - Long-Term Debt to our unaudited condensed consolidated financial statements included in this Form 10-Q for more information.

Comparison of the Three Months Ended MarchJune 28,27, 2026 to the Three Months Ended MarchJune 29,28, 2025

(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.

Net revenues in North America decreased $77.8$27.2 million, or 14.7%,4.9%, to $452.7$528.5 million in the three months ended MarchJune 28,27, 2026, from $530.6$555.7 million in the three months ended MarchJune 29,28, 2025. 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 1%.5%. The decrease in Core Revenuesrevenues was driven by a 13%5% decline in volume/mix and by a 1% decline in pricing due to weakerweakened market demand.

Adjusted EBITDA from continuing operations in North America decreasedincreased $11.9$5.9 million, or 76.7%,17.1%, to $3.6$40.7 million in the three months ended MarchJune 28,27, 2026, from $15.5$34.7 million in the three months ended MarchJune 29,28, 2025. The decreaseincrease was primarily due to negative price/cost and unfavorable volume/mix, partially offset by higherimproved productivity and lower SG&A.A, partially offset by unfavorable price/cost. The decrease in SG&A was primarily drivendue byto decreased salaries and benefits driven by a reduction in headcount, lower legal costs, lower advertising and promotion expensesexpenses, and a reduction in R&D expenses.

Net revenues in Europe increased $24.0$21.3 million, or 9.8%,7.9%, to $269.4$289.3 million in the three months ended MarchJune 28,27, 2026, from $245.4$268.1 million in the three months ended MarchJune 29,28, 2025. The increase was primarily due to an increase in Core Revenues of 5% and a favorable foreign exchange impact of 12%, partially offset by a decrease in Core Revenues of 2%.3%. The decreaseincrease in Core Revenues was primarily driven by unfavorablefavorable volume/mix of 4%,3% partially offset byand a 2% benefit from price realization.

Adjusted EBITDA from continuing operations in Europe decreased $3.6$3.8 million, or 33.6%,22.6%, to $7.1$13.2 million in the three months ended MarchJune 28,27, 2026, from $10.7$17.0 million in the three months ended MarchJune 29,28, 2025. The decrease was primarily due to higher salaries and benefits and unfavorable volumeprice/mix,cost, partially offset by favorableimproved productivity.

Corporate and unallocated costs increaseddecreased by $0.2$1.2 million, or 5.6%,9.2%, to $4.6$11.6 million in the three months ended MarchJune 28,27, 2026, from $4.3$12.8 million in the three months ended MarchJune 29,28, 2025. The increasedecrease in costscost was primarily due to a decrease in cash received on a real estate investment, partially offset by lower insurance expense due to favorable claims experience and lowerdecreased salaries and benefits driven by a reduction in headcount.headcount, partially offset by higher insurance expense.