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

Unplanned events may interrupt our manufacturing operations, which may adversely affect our business. The manufacturing of our products is subject to unplanned events such as explosions, fires, inclement weather, natural disasters, accidents, equipment failures, or labor disruptions,disruptions that may be caused by, among other factors, changes in immigration policy, transportation interruptions, supply interruptions, public health issues (including pandemics and quarantines), riots, civil insurrection or social unrest, looting, protests, strikes, and street demonstrations. During the year ended December 31, 2024,2025, fire interruptions reduced production by less than 1%, but future fire or other operational interruptions could significantly curtail the production capacity of a facility for a period of time. We have redundant capacity and capability to produce many of our products within our manufacturing platform to mitigate our business risk from such interruptions, but major or prolonged interruptions could compromise our ability to meet our customers'customers’ needs. Delayed delivery of our products to customers who require on-time delivery from us may cause customers to purchase alternative products at a higher cost, reschedule their own production, or incur other incremental costs. Customers may be able to pursue financial claims against us for their incremental costs, and we may incur costs to correct such problems in addition to any liability resulting from such claims. Interruptions may also harm our reputation among actual and potential customers, potentially resulting in a loss of business. To the extent these losses are not covered by insurance, our financial position, results of operations, and cash flows could be adversely affected by such events.

We mostly depend on third parties for transportation services and increases in costs or changes in the availability of transportation could materially and adversely affect our business and operations. Our business depends on the transportation of many products, both domestically and internationally. We rely primarily on third parties for transportation of the products we manufacture and/or distribute as well as for delivery of our raw materials. In particular, a significant portion of the goods we manufacture and raw materials we use are transported by railroad or trucks, which are highly regulated. There may be labor unrest or disputes, including strikes and work stoppages, among workers at various transportation providers and in industries affecting the transportation industry, including those that are unionized, like the railroad industry. If any of our third-party transportation providers were to fail to deliver the goods we manufacture or distribute in a timely manner, including as a result of the impacts arising from global pandemics or worsening economic conditions, we may be unable to sell those products at full value or at all. Similarly, if any of these providers were to fail to deliver raw materials to us in a timely manner, weit maycould beimpact unableour ability to manufacture and deliver our products, or to sell those products inat responsefull tovalue customeror demand.at all. In addition, if any of these third parties were to cease operations or cease doing business with us, we may be unable to replace them at a reasonable cost. Any failure of a third-party transportation provider to deliver raw materials or finished products in a timely manner could harm our reputation, impact our ability to manufacture and deliver our products, negatively affect our customer relationships and have a material adverse effect on our financial condition and results of operations. In addition,Further, an increase in transportation rates and oil and/or fuel surcharges could materially and adversely affect financial results, including profitability.

Our reliance on third-party wholesale distribution channels could impact our business. We offer our products directly and through a variety of third-party wholesale distributors and dealers. Adverse changes in the financial or business condition of these wholesale distributors and dealers or our customers, including as a result of the impacts arising from global pandemics,tariffs, geopolitical conflicts, supply chain disruptions, or inflation, could subject us to losses and affect our ability to bring our products to market. One or more of our customers may experience financial difficulty, file for bankruptcy protection, or go out of business as a result of general market conditions or various other events, which could result in an increase in customer financial difficulties that affect us. The direct impact on us could include reduced revenues and write-offs of accounts receivable and could negatively impact our cash flow. While we currently cannot estimate what those effects will be, if they are severe, the indirect impact could include impairments of intangible assets and reduced liquidity, among others. Any such adverse changes could have a material adverse effect on our business, financial position, liquidity, results of operations, and cash flows. Further, our ability to effectively manage inventory levels at wholesale distributor locations may be impaired as a result of adverse changes in the financial or business condition of such wholesale distributors, which could increase expenses associated with excess and obsolete inventory and negatively impact our cash flows.

We may be unable to attract and retain qualified executives, management and other key employees. Our success depends in part on our ability to attract and retain employees with the skills necessary to operate and maintain our facilities, produce our productsproducts, and serve our customers. Our key executives and management employees are important to our business and could be difficult to replace because they have extensive experience and skills relevant to our industry and business operations. In addition, the competition for skilled manufacturing, engineering, sales and other personnel, both hourly and salaried, may be intense in the regions where we operate. Our failure to hire and retain employees capable of performing at a high level, to successfully implement succession plans for executives and management employees, or to implement effective training plans for new personnel could jeopardize our ability to grow our business and could adversely impact our financial position, results of operations and cash flows.

Cybersecurity risks related to the technology used in our operations and other business processes, as well as security breaches of Company, customer, consumer, employee, or vendor information, could adversely affect our business. We rely on various information technology systems to capture, process, store, and report data and interact with customers, consumers, vendors,employees, and employees.vendors. Despite careful security and controls design, implementation, updating, and internal and independent third-party assessments, our information technology systems, and those of our third-party providers, could become subject to security breaches, cyber-attacks, ransomware attacks, employee misconduct, computer viruses, unauthorized access attempts, phishing, social engineering, misplaced or lost data, programming and/or human errors or other similar events. Network, system, and data breaches could result in misappropriation of trade secrets or sensitive data or operational disruptions, including interruption to systems availability and denial of access to, and misuse of, applications required by our customers and vendors to conduct business with us. In addition, hardware and operating system software and applications that we procure from third parties may contain defects in design or manufacture, including "“bugs"” and other problems that could unexpectedly interfere with the operation of the systems. Misuse of internal applications, theft of intellectual property, trade secrets, or other corporate assets, and inappropriate disclosure of confidential information could stem from such incidents. A cybersecurity breach could result in manipulation and destruction of sensitive data, cause critical systems to malfunction, be damaged or shut down, and lead to disruption to our operations and production downtimes, potentially for lengthy periods. Theft of personal or other confidential data and sensitive proprietary information could also occur as a result of a cybersecurity breach, exposing us to costs and liabilities associated with privacy and data security laws in the jurisdictions in which we operate.

While we have security measures in place that are designed to protect customer and other sensitive information and the integrity of our information technology systems and prevent data loss and other security breaches, our security measures or those of our third-party service providers may not be sufficiently broad in scope to protect all relevant information, may not function as planned, or may be breached as a result of third-party action, employee or vendor error, malfeasance, or otherwise. While we maintain cybersecurity insurance, the costs related to cybersecurity threats or disruptions may not be fully insured. Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently or may be designed to remain dormant until a predetermined triggering event and often are not recognized until launched against a target, we may be unable to anticipate these techniques or implement sufficient control measures to defend against these techniques. The rapid evolution and increased adoption of generative artificial intelligence (AI) is further increasing risks in this area, including by making cyberattacks more difficult to detect, contain or mitigate and making fraud detection more difficult, particularly with detection devices that use voice recognition or authentication. Once a security incident is identified, we may be unable to fully remediate or otherwise respond to such an incident in a timely manner, which may cause us to incur remediation or other costs or subject us to demands to pay a ransom fee. Additionally, a breach could expose us and our customers, consumers, vendors, and employees to risks of misuse of such information. Such negative consequences of cyberattacks, cybersecurity failures or other security breaches could impact our ability to operate our businesses effectively, adversely affect our reputation, competitive position, business or financial results, and expose us to potential liability, litigation, governmental inquiries, investigations or regulatory enforcement actions. In addition, the lost profits and increased costs related to cybersecurity or other security threats or disruptions may not be fully insured against or indemnified by other means. As a result, cybersecurity and the continued development and enhancement of our controls, processes, and practices remain a priority for us. We may be required to expend additional resources to continue to enhance our security measures necessary to investigate and remediate any security vulnerabilities. We cannot predict the degree of any impact that increased monitoring, assessing, or reporting of cybersecurity matters would have on operations, financial conditions and results.

From time to time, we may implement new technology systems or replace and/or upgrade our current information technology systems. These upgrades or replacements may not improve our productivity to the levels anticipated and may subject us to inherent costs and risks associated with implementing, replacing, and updating these systems, including potential disruption of our internal control structure, substantial capital expenditures, demands on management time and other risks of delays or difficulties in transitioning to new systems or of integrating new systems into other existing systems. Our development, integration and use of AI technology in our operations remains in the early phases. Although we aim to implement AI technology according to responsible procedures and adequate safeguards, our current or future use of AI or machine learning tools in our business operations could expose us to new or additional costs and risks, including the potential introduction of new vulnerabilities or cybersecurity risks within our information technology systems; the potential inadvertent or unauthorized release of our confidential or proprietary information resulting from the use (whether or not authorized) of AI or machine learning tools by our employees, contractors, agents, representatives, vendors or customers; the potential loss of our intellectual property rights or our potential infringement of the intellectual property rights of third parties resulting from the use (whether or not authorized) of AI or machine learning tools in our operations; and potential legal or reputational harms due to insufficient or flawed data, inaccurate or misleading outputs, insufficient quality control, or unlawful bias or discrimination associated with the use of AI or machine learning tools. In addition, the AI tools we may incorporate into certain aspects of our operations may not generate the intended efficiencies and may impact our business results. Our inability to prevent information technology system disruptions or to mitigate the impact of such disruptions could have an adverse effect on our business.

We manufacture and distribute our products in jurisdictions outside the United States and are exposed to risks associated with international business operations, including risks related to potential supply chain disruptions, such as delays, cost fluctuations, and challenges in sourcing materials or components due to geopolitical events, government trade policies, or logistical constraints. We manufacture our products in the United States, Canada, Chile, and Brazil and sell our products primarily in North America and South America. We operate a supply chain that involves the shipment of goods from certain international markets to the jurisdictions where we manufacture our products. Accordingly, we are subject to risks associated with potential disruption caused by changes in political, monetary, economic, and social environments, including civil and political unrest, terrorism, possible expropriation, local labor conditions (including labor disruptions or shortages), changes in laws, regulations, and policies of foreign governments and trade disputes with the United States (including tariffs), and compliance with U.S. laws affecting activities of U.S. companies abroad, including tax laws, economic sanctions and enforcement of contract and intellectual property rights. Steps taken by the U.S. government to apply new, or increase existing, tariffs on certain products and materials imported into the United StatesU.S. could potentially disrupt our existing supply chains and imposehave imposed, and could continue to impose, additional costs on our business, including costs with respect to raw materials upon which our business depends. Additionally, potential retaliatory tariffs imposed by other countries in response to U.S. trade policies could adversely affect our ability to export products from the United States to key international markets, leading to decreased sales and profitability. Such retaliatory tariffs could also increase the cost of certain components and materials that we import into the United States,U.S., further straining our supply chain and impacting our overall financial performance.

•legal and regulatory changes and the burdens and costs of our compliance with a variety of laws, including but not limited to export controls, import and customs trade restrictions, tariffs (including tariffs applicable to goods imported into the United States from China, Mexico, Canada, Colombia, or other countries),tariffs, and regulations related to public health matters;

The impact of new ongoing or escalated military and geopolitical conflicts and tensions on the global economy, energy supplies and raw materials may prove to negatively impact our business and operations. Our business could be negatively affected by the impact of new or ongoing military or geopolitical conflicts on international markets and the global economy. The impact of the ongoing conflict in Israel and surrounding areasconflicts and/or escalation thereof and the tensions between the United States and China and between China and Taiwan could include increased volatility in financial and commodity markets, increased energy prices, increased maritime shipping costs, supply chain disruptions, a higher level of general market and macroeconomic instability, increased cyber attacks and violent protests or political or social unrest in areas outside the immediate conflict area, among other things. These conflicts and tensions and other military or geopolitical conflicts or tensions that may arise in the future could materially adversely affect our operations, financial position, and results.

We are subject to physical, operational, transitional, and financial risks associated with climate change and global, regional, and local weather conditions, and with legal, regulatory, and market responses to climate change. There has been an increasedevolving focus, including from investors, the general publicpublic, and U.S. and foreign governmental and nongovernmental authorities, regarding environmental, social, and governance (ESG)sustainability matters, including with respect to climate change, greenhouse gas emissions, packaging and waste, sustainable supply chain practices, deforestation, and land, energy, and water use. Evolving opinions from these groups with respect to ESG matters may impact reporting requirements with respect to ESG metrics, expectations that such metrics will be voluntarily disclosed by companies such as ours, and opinions as to whether we should make commitments, set targets, or establish goals, and take action to meet them. While we have voluntarily provided certain disclosures with respect to various ESG matters, including climate change, weWe cannot predict whether suchour disclosures or performance will be considered satisfactory by our stakeholders or relevant governmental or nongovernmental authorities. Additionally, we cannot predict the extent to which a change in monitoring, assessing, or reporting of ESG matterssustainability may impact our operations, financialfinancing conditionscondition, and results.

Our suppliers and the third parties we rely on for transportation may also be impacted by increasedevolving ESGsustainability reporting requirements or risks associated with the transition to a lower carbon economy, which may adversely impact their ability to provide us with goods and services. If our suppliers or the third parties we rely on for transportation are unable to comply with environmental lawsservices and regulations, we may be unable to meet consumer demands at the same cost or in a timely fashion.

Our reputation may be adversely affected if we are not able to achieve our ESGsustainability and corporate responsibility priorities or otherwise meet the expectations of our stakeholders with respect to ESGthese matters. We strive to deliver shared value through our business. Our diverse group of stakeholders hold us accountable to ensure we continue to demonstrate progress with respect to industry-specific ESG priorities. From time to time, we announce certain aspirations and priorities relevant to ESGthese matters.matters We periodicallyand publish information about our ESGsustainability and corporate responsibility priorities, strategies, and progress on our corporate websitewebsite, our sustainability report and in public filings.filings (none of which are incorporated by reference into and do not form any part of this annual report on Form 10-K or our other filings with the SEC unless expressly incorporated by reference). Achievement of these priorities and strategies is subject to risks and uncertainties, many of which are outside of our control, and it is possible that we may not achieve all our ESG priorities or certain of our stakeholders might not be satisfied with our efforts regarding ESGthese matters. Certain challenges we face in meeting our ESG priorities are also captured within our voluntary sustainability report contained on our website, which is not incorporated by reference into and does not form any part of this annual report on Form 10-K or our other filings with the SEC. Perceived failures or delays in meeting our ESGsustainability and corporate responsibility priorities could adversely affect public perception of our business, employee morale or customer or stakeholder support, and may negatively impact our financial condition and results of operations.

Our business primarily relies on North American new home construction and repair,repair and remodeling, which are impacted by risks associated with fluctuations in the housing market. Downward changes in the general economy, the housing market, or other business conditions could adversely affect our results of operations, cash flows, and financial condition. The housing market is sensitive to changes in economic conditions and other factors, such as the level of employment, access to labor, consumer confidence, consumer income, availability of financing, prevailing interest rates and the cost of home mortgage financing, inflation levels, and growth of the gross domestic products in the countries in which we operate.

Adverse changes in any of these conditions generally, or in any of the markets where we operate, could decrease demand for our products and could adversely impact our businesses by: causing consumers to delay or decrease homeownership or relocation; making consumers more price-conscious, resulting in a shift in demand to smaller or less expensive homes; making consumers more reluctant to make investments in their existing homes; or making it more challenging to secure loans for major renovations or new home construction. Unfavorable changes in demographics, credit markets, consumer confidence, household incomes, inflation, housing affordability, or housing inventory levels and occupancy rates, or a weakening of the U.S. economy or of any regional or local economy in which we operate, could adversely affect consumer spending, result in decreased demand for our products, and adversely affect our business. If conditions in the overall housing market or in a specific market or submarket worsen in the future beyond our current expectations, such changes could continue to have a material adverse effect on our financial position, results of operations, and cash flows. Additionally, higher interest rates, higher levels of unemployment, restrictive lending practices, heightened regulation, and increased foreclosures could have a material adverse effect on our financial position, results of operations, and cash flows.

We have a high degree of product concentration in OSB, which is subject to commodity pricing and associated price volatility. OSB accounted for about 43%33% of our North American net sales in 2025 and 43% in each of 2024 and 2023, and 57% in 2022.2023. We expect OSB sales to continue to account for a substantial portion of our revenues and profits in the future. The concentration of our business in the OSB market further increases our sensitivity to commodity pricing and price volatility. Historical prices for our commodity products have been volatile, and we, like other participants in the building products industry, have limited influence over the timing and extent of price changes for our commodity products. Commodity product pricing is significantly affected by the relationship between supply and demand in the building products industry. Product supply is influenced primarily by fluctuations in available manufacturing capacity. Demand is affected by the state of the economy in general and a variety of other factors, including the level of new residential construction activity, home repair and remodeling activityactivity, and changes in the availability and cost of mortgage financing. In this competitive environment, with many variables beyond our control, we cannot guarantee that pricing for our OSB products will not decline from current levels. Decreases in pricing for OSB products may have a material adverse effect on our financial position, liquidity, results of operations, and cash flows. The continued development of builder and consumer preference for our OSB products (commodity and LP® Structural Solutions) over competitive products is critical to sustaining and expanding demand for our products. Therefore, a failure to maintain and increase builder and consumer acceptance of our OSB products could also have a material adverse effect on our financial position, liquidity, results of operations, and cash flows.

Our results of operations may be adversely affected by potential shortages of raw materials and increases in raw material costs. We purchase various raw materials, including, among others, wood, wood-based, and resin products, which are subject to price fluctuations that could materially increase our manufacturing costs. Further, some of our suppliers have consolidated and other suppliers may do so in the future. Combined with increased demand, such consolidation could increase the price of our supplies and raw materials. The most significant raw material used in our operations is wood fiber. Wood fiber is subject to commodity pricing, which fluctuates based on market factors over which we have no control. In addition, the cost of various types of wood fiber that we purchase in the market has at times fluctuated greatly because of governmental, economic, or industry conditions and may be affected by increased demand resulting from initiatives to increase the use of biomass materials in the production of heat, power, bio-based products, and biofuels. Wood fiber supply could also be influenced by natural events, such as forest fires, ice storms, wind storms, hurricanes, and other severe weather conditions, insect epidemics, plant and tree disease, changing temperature and precipitation patterns, and other natural disasters and man-made causes, which may increase wood fiber costs, restrict access to wood fiber, or force production curtailments. In addition to wood fiber, we also use a significant quantity of various resins in our manufacturing processes. Resin product costs are influenced by changes in the prices or availability of raw materials used to produce resins, primarily petroleum products, as well as demand for and availability of resin products and their chemical precursors. OSB product prices are largely driven by the ratio of overall OSB demand to industry capacity. Therefore, weWe are unable to determine to what extent, if any, we will be able to pass any future OSB raw material cost increases through to our customers through product price increases. Furthermore, supply disruptions in resin or wood fiber may impact our ability to produce our products or may cause production costs to increase. Our inability or unwillingness to pass increased costs through to our customers could have a material adverse effect on our financial condition, results of operations, and cash flows. In addition, supply disruptions in resin or wood fiber may impact our ability to produce our products or may cause production costs to increase.

Development of Canadian provincial forest lands, from which we obtain wood fiber, can be subject to constitutionally protected Indigenous treaty, Aboriginal title, or Aboriginal rights of recognized Indigenous groups in Canada. Most lands in British Columbia and Quebec are not covered by treaties or by resolved Aboriginal land claims, and as a result, the claims of these Indigenous groups relating to provincial forest lands are largely left unresolved. In areas where there are treaties, such as in Manitoba, where LP operates, provincialProvincial governments are required by law to consult with Indigenous nations regarding land use development projectsprojects, including,including forest management plans and operations.operations permits.

Regulatory and statutory changes applicable to us or our customers, including changes in tax law or effective tax rates or tax law,rates, could adversely affect our financial condition and results of operations. We, and many of our customers, are subject to various national, state and local laws, rules, and regulations. Changes in any of these laws, rules, or regulations could result in additional compliance costs, seizures, confiscations, recalls or monetary fines, any of which could prevent or inhibit the manufacture, distribution and sale of our products.

We are also exposed to changes in tax law,laws, as well as any future regulations issued and changes in interpretations of tax laws, which can impact our current and future years' tax provisions. ForWe example,monitor Canada,tax Brazil and various other countries have enacted or committed to enacting substantiallegislation changes toon numerousa long-standingglobal taxbasis, principlesincluding impactingchanges howarising largeas multinationala enterprisesresult are taxed in an effort to limit perceived base erosion and profit shifting incentives. In particular,of the Organization for Economic Cooperation and DevelopmentDevelopment’s (OECD)multi-jurisdictional hasplan developedof anaction to address base erosion and profit shifting, commonly referred to as the Pillar Two Inclusive Framework on Base Erosion and Profitthe Shifting,2025 includingOne PillarBig TwoBeautiful modelBill rulesAct applicable(“The toTax largeAct”) multinationalwith corporationseffective which would establish a global per-country minimum taxdates of 15%. While the United States has not enacted legislationprovisions toranging adoptfrom 2025 through 2027. Both Pillar Two and itThe isTax uncertainAct ifare itdiscussed will do sofurther in the"Note future,6, certainIncome countries in which we operate have enacted such legislation. Specifically, the Canadian government enacted legislation in 2024 implementing aspectsTaxes" of the OECD’sNotes minimumto taxthe rulesConsolidated effectiveFinancial Statements included in theItem 2024 fiscal year and released draft legislation proposed to implement further aspects effective for the 2025 fiscal year. In addition, in 2024, the Brazilian National Congress approved legislation implementing a tax measure to take effect in the 2025 fiscal year that is largely aligned with certain aspects8 of the OECD’s minimum tax rules under the Pillar Two framework. No other jurisdictions in which LP operates have enacted Pillar Two legislation at this time.annual At this time, we do not expect Pillar Two legislation to have a material impactreport on ourForm effective tax rate or our consolidated results of operations, financial position, or cash flows. The Company will continue to monitor future developments to determine any potential impact in the countries in which it operates.10-K. The effect of any other tax law changes or regulations and interpretations, as well as any additional tax legislation in the U.S. or other jurisdictions in which we operate, could have a material adverse effect on our business, financial condition, and results of operations.

In addition, our products and markets are subject to extensive and complex federal, local, state, federal, and foreign statutes, ordinances, rules, and regulations. These mandates, including building design and safety and construction standards and zoning requirements, affect the cost, selection, and quality requirements of building components, such as the structural panel and siding products that we manufacture and sell, and often provide broad discretion to governmental authorities as to the types and quality specifications of products used in new home construction and repair and remodeling projects. Compliance with these standards and changes in such statutes, ordinances, rules, and 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 do not meet higher standards were to become available for use in the affected geographical areas or product markets. All or any of these changes could have a material adverse effect on our business, financial condition, and results of operations.

Covenants and events of default in our debt instruments could limit our ability to undertake certain types of transactions and adversely affect our liquidity. Our Amended Credit Agreement (as defined below) and the indenture governing ourthe 2029 Senior Notes (as defined below) contain a number of restrictive covenants that impose operating and financial restrictions on us and may limit our ability to engage in acts that may be in our long-term best interests, including, among others, restrictions on our ability to incur indebtedness, grant liens to secure indebtedness, engage in sale and leaseback transactions, and merge or consolidate or sell all or substantially all of our assets.

In addition, restrictive covenants in our Amended Credit Agreement require us to maintain specified financial ratios and satisfy other financial condition tests. Our ability to meet those financial ratios and tests can be affected by events beyond our control, and we may be unable to meet them.

A breach of the covenants or restrictions under our Amended Credit Agreement or under the indenture governing ourthe 2029 Senior Notes could result in an event of default under the applicable indebtedness. Such a default may allow our creditors to accelerate the related debt. A payment default or an acceleration following an event of default under our Amended Credit Agreement or our indenture governing ourthe 2029 Senior Notes could trigger an event of default under the other indebtedness obligation, as well as any other debt to which a cross-acceleration or cross-default provision applies, which could result in the principal of and the accrued and unpaid interest on all such debt becoming due and payable ahead of schedule. In addition, an event of default under our Amended Credit Agreement could permit the lenders under our Amended Credit Facility (as defined below) to terminate all commitments to extend further credit under that facility. Furthermore, if we were unable to repay any amounts due and payable under our Amended Credit Facility, those lenders could proceed against the collateral granted to them to secure that indebtedness, to the extent any such collateral is granted thereunder. In the event our lenders or noteholders accelerate the repayment of our borrowings, we and our subsidiaries may not have sufficient assets to repay that indebtedness.

More detailed descriptions of our Amended Credit Agreement and the indenture governing ourthe 2029 Senior Notes are included in filings made by us with the SEC, along with the documents themselves, copies of which are filed as exhibits to this annual report on Form 10-K and which provide the full text of these covenants.

•changes in general and global economic conditions, including impacts from rising inflation, supply chain disruptions, new, ongoing, or escalated geopolitical or military conflicts or tensions including the conflict between Russia and Ukraine, the conflict in Israel and the surrounding areas, tensions between the United States and China and tensions between China and Taiwan, and global pandemics and/or health emergencies;

•new or modified legislation related to health care, data privacy, AI, climate change or cybersecurity;

This Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our Consolidated Financial Statements and related Notes and other financial information appearing elsewhere in this annual report on Form 10-K, and with Part II, Item 7 "“Management’s Discussion and Analysis of Financial Condition and Results of Operations"” in our annual report on Form 10-K for our fiscal year ended December 31, 2023,2024, filed with the SEC on February 14,19, 2024,2025, which provides a discussion of our financial condition and results of operations for fiscal year 20232024 compared to fiscal year 2022.2023. The changes to our reportable segments in the current year did not have a material impact on our previously reported consolidated results of operations or financial position. Prior‑period segment information has been recast to conform to the current period presentation. The following discussion includes forward-looking statements that are based on the beliefs of our management, as well as assumptions made by, and information currently available to, our management. We encourage you to review the risks and uncertainties described in the sections titled "Risk Factors" and "“Cautionary Statement Regarding Forward-Looking Statements"” and “Risk Factors” above. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.

We are a leading provider of high-performance building solutions that meet the demands of builders, remodelers, and homeowners worldwide. We have leveraged our expertise serving the new home construction, repair and remodeling, and outdoor structures markets to become an industry leader known for innovation, quality, and reliability. Our manufacturing facilities are located in the U.S., Canada, Chile, and Brazil. To serve these markets, we operate in threetwo reportable segments: Siding, OSB,Siding and LPSA.OSB.

NetIn 2025, net sales fordropped 2024year increasedover year-over-yearyear by $360$233 million (or 14%) to $2.9$2.7 billion. Siding revenue increased by $230$131 millionmillion, (or 17%)8%, to $1.6$1.7 billionbillion, dueattributable to 11%4% higher sales volumes and 6%a higher4% increase in prices. OSB revenue increasedfell by $159$352 million (or 15%) to $1.2$832 billion,million, primarily due to 10%lower higher volumesprices and 4%sales higher prices.volumes.

Net income increaseddeclined year-over-yearyear over year by $243$275 million to $146 million (or 137%) to $420 million ($5.89$2.08 per diluted share). The increaseprimary primarilydrivers reflectsbehind this decrease were a $210$252 million increasereduction in Adjusted EBITDA, aand $46increases of $38 million improvementin impairment charges, $24 million in foreign currency losses, $19 million in depreciation expense, and $10 million in stock-based compensation. Additionally, the absence of $14 million in business exit credits andrecognized charges,in 2024 and thea non-recurrence of OSB patent-related settlement claims of $16$7 million paiddecrease in 2023.investment Thisincome wascontributed to the overall decline. These impacts were partially offset by a $66$90 million increasereduction in the provisiontax for income taxes.provision. The year-over-year increasedecrease in Adjusted EBITDA includeswas $143driven by several factors, including a $292 million adverse effect from lower OSB prices and reduced sales volumes, partially offset by $91 million from higher Siding netsales sales,volumes $55and improved sales mix. In addition to price and volume impacts, the change in Adjusted EBITDA included increases of $11 million fromin highermarketing OSBinvestments, sales$9 volumes,million in selling, general, and $35administrative expenses, $7 million dueof mill overhead and inventory absorption, and $8 million in tariff costs. The remaining decrease in Adjusted EBITDA relates to highera OSBdecline sellingof prices.$15 million in Other Adjusted EBITDA, which primarily includes LPSA, corporate, and other minor products and services. Adjusted EBITDA is a non-GAAP financialFinancial measure. Please see “—"Non-GAAP Financial Measures”" below for more information about our use of non-GAAP financial measures in this annual report on Form 10-K and the reconciliation of Adjusted EBITDA to Netnet income.

Demand for our products correlates positively with new home construction and repair and remodeling activity in North America, which historically have been characterized by significant cyclicality. The U.S. Census Bureau published actual U.S. housing starts data on January 9, 2026. The U.S. Census Bureau reported on January 17,9, 2025,2026, that 20242025 actual single-family housing starts were 7%6% higherlower than those in 2023.2024. Actual multi-family housing starts in 20242025 were about 25%18% lowerhigher than those in 2023.2024. Repair and remodeling activity is difficult to reasonably measure, but many indications suggest that repair and remodeling activity has declined modestly year-over-year.

Our Siding Solutions products are specialty building materials and are subject to competition from various siding technologies, including vinyl, stucco, wood, fiber cement, brick, and others. We believe we are the largest manufacturer of engineered wood siding in North America and South America. The global siding market is estimated to be approximately $120 billion of annual expenditure. We have consistently grown our Siding segmentbusiness above the underlying market growth rates. Our Siding segmentbusiness is generally less sensitive to new housing market cyclicality since a majority of its demand comes from other markets, including off-site structure producers and repair and remodel. Our growth in this market depends upon the continued displacement of vinyl, stucco, wood, fiber cement, stucco, bricks,brick, and other alternatives, our product innovation and our technological expertise in wood and wood composites to address the needs of our customers.

Management’s Discussion and Analysis of Financial Condition and Results of Operations are based upon our Consolidated Financial Statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires management to make informed estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Our financial position and/or results of operations may be materially different when reported under different conditions or when using different assumptions in the application of such policies. In the event estimates or assumptions prove to be different from actual amounts, adjustments are made in subsequent periods to reflect more current information. Our significant accounting policies are disclosed in “Note 1 - Summary of Significant Accounting Policies” of the Notes to the Consolidated Financial Statements and included in Item 8 of this annual report on Form 10-K. The following discussion addresses our most critical accounting policies, which are those that are both important to the portrayal of our financial condition and results of operations and that require significant judgment or use of complex estimates.

In evaluating our business, we utilize non-GAAP financial measures that fall within the meaning of SEC Regulation G and Regulation S-K Item 10(e), which we believe provide users of the financial information with additional meaningful comparison to prior reported results. Non-GAAP financial measures do not have standardized definitions and are not defined by U.S. GAAP. In this annual report on Form 10-K, we disclose net income attributed to LP from continuing operations beforeexcluding interest expense, provision for income taxes, depreciation and amortization, and excluding stock-based compensation expense, loss on impairment attributed to LP,impairment, business exit credits and charges, product-line discontinuance charges, other operating credits and charges, net, loss on early debt extinguishment, investment income, pension settlement charges, and other non-operating items,income (expense), income from discontinued operations, net of income taxes, and net income attributed to noncontrolling interest, as Adjusted EBITDA from continuing operations (Adjusted EBITDA), which is a non-GAAP financial measure. We have included Adjusted EBITDA in this report because we view it as an important supplemental measure of our performance and believe that it is frequently used by interested persons in the evaluation of companies that have different financing and capital structures and/or tax rates. We also disclose incomenet attributed to LP from continuing operations,income, excluding loss on impairment attributed to LP,impairment, business exit credits and charges, product-line discontinuance charges, interest expense outside of normal operations, other operating credits and charges, net, loss on early debt extinguishment, gain (loss) on acquisition, and pension settlement charges, income from discontinued operations, net of income taxes, and net income attributed to noncontrolling interest, and adjusting for a normalized tax rate, as Adjusted Income from continuing operations (Adjusted Income)., Wewhich alsois a non-GAAP financial measure. In addition, we disclose Adjusted Diluted EPS from continuing operations (Adjusted Diluted EPS), which isEPS, calculated as Adjusted Income divided by diluted shares outstanding.outstanding (Adjusted Diluted EPS), which is a non-GAAP financial measure. We believe that Adjusted Diluted EPS and Adjusted Income are useful measures for evaluating our ability to generate earnings and that providing these measures should allow interested persons to more readily compare the earnings for past and future periods. Reconciliations of Adjusted EBITDA, Adjusted Income and Adjusted Diluted EPS to their most directly comparable U.S. GAAP financial measures, net income, incomeand attributed to LP andnet income attributed to LP per dilutedshare share,of common stock - diluted, respectively, are presented below.

Adjusted EBITDA, Adjusted Income, and Adjusted Diluted EPS are not substitutes for the U.S. GAAP measures of net income,income and net income attributed to LP from continuing operations, and income attributed to LP from continuing operations per share of common stock - diluted share, or for any other U.S. GAAP measures of operating performance. It should be noted that other companies may present similarly titled measures differently, and therefore, as presented by us, these measures may not be comparable to similarly titled measures reported by other companies. Adjusted EBITDA, Adjusted Income, and Adjusted Diluted EPS have material limitations as performance measures because they exclude items that are actually incurred or experienced in connection with the operation of our business.

The following table presents significant items by operating segment and reconciles net income to Adjusted EBITDA (dollar amounts in millions):

The Siding segment serves diverse end markets with a broad product portfolio of engineered wood siding, trim, soffit, and fascia,fascia. includingOur Siding is offered primed (LP® SmartSide® Trim & Siding, LP® SmartSide® ExpertFinish® Trim & Siding, LP BuilderSeries® Lap Siding, and LP® Outdoor Building Solutions®) and pre-finished (collectivelyLP® referredSmartSide® ExpertFinish® Trim & Siding) to asmeet Sidingthe Solutions).needs of builders and installers in new construction and repair and remodeling applications.

Segment net sales and Adjusted EBITDA for this segment were as follows (dollar amounts in millions):

Net sales in this segment by product line were as follows (dollar amounts in millions):

The year-over-yearSiding net sales increaseincreased for the Siding segment for the twelve monthsyear ended December 31, 20242025 reflectsdue increasedto higher sales volumes and higher average selling prices. ApproximatelyIncreases half ofin the 6%average sales price improvementwere wasprimarily thedue resultto a combination of annual list price increases,increases and half due to favorable mix. ExpertFinish accounted for 9%10% of sales volume and 13%16% of net sales infor the twelve monthsyear ended December 31, 2024, respectively,2025, contributing significantly to this favorable mix.

The OSB segment manufactures and distributes OSB structural panel products, including the innovative value-added OSB product portfolio known as LP® Structural Solutions (which includes LP® TechShieldFlameBlock® RadiantFire-Rated Barrier,Sheathing, LP WeatherLogic® Air & Water Barrier, LP® TechShield® Radiant Barrier, LP Legacy® Premium Sub-Flooring, LP NovaCore® Thermal Insulated Sheathing, LP® FlameBlock® Fire-Rated Sheathing, and LP® TopNotch® 350 Durable Sub-Flooring). Significant cost inputs to produce OSB (including approximate breakdown percentages for 20242025) were as follows: wood fiber (27%26%), resin and wax (21%20%), labor and burden (18%20%), utilities (5%), and other manufacturing costs (29%).

Segment net sales and Adjusted EBITDA for this segment were as follows (dollar amounts in millions):

Net sales in this segment by product line were as follows (dollar amounts in millions):

Adjusted EBITDA for the twelve monthsyear ended December 31, 20242025 increaseddecreased year-over-year by $78$291 million, reflectingdue theto impact of higherlower average selling prices and sales volumes.

General corporate and other expenses are primarily comprisecomprised of corporate overhead unrelated to business activities such as wages and benefits, professional fees, insurance, and other expenses for corporate functions, including certain executive officers, public company activities, tax, internal audits, and other corporate functions. General corporate and other expense, net, was $46$51 million in 2024,2025, as compared to $42$46 million in 2023.2024. This increase was driven by an increase in stock compensation expense.

We recognized a tax provision of $140$50 million in 2024,2025, as compared to $74$140 million in 2023.2024. For 2024,2025, the primary differences between the U.S. statutory rate of 21% and the effective rate was related to state and foreign income taxes.taxes, partially offset by changes in uncertain tax positions. For 2023,2024, the primary difference between the U.S. statutory rate of 21% and the effective tax rate was related to a change in management’s intent to indefinitely reinvest undistributed earnings in Chilestate and Brazil.foreign income taxes. See “Note 86 – Income Taxes” belowof the Notes to the Consolidated Financial Statements included in Item 8 of this annual report on Form 10-K for further discussion. We paid $124$42 million and $65$124 million of income taxes net of refunds in 20242025 and 2023,2024, respectively.

During 2024,2025, we generated $605$382 million of cash from operations, as compared to $316$605 million in 2023.2024. The increasedecrease in cash provided by operations was primarily related to higherlower net income and changes in working capital.income. At December 31, 20242025 and 2023,2024, we had working capital of $216$227 million and $296$216 million, respectively.

During 2025, net cash used for investing activities was $291 million, as compared to $183 million in 2024. Capital expenditures for the year ended December 31, 2024,2025, and 2023,2024, were $183$291 million and $300$183 million, respectively, primarily related to siding conversion expenditures and growth and maintenance capital.

During 2024,2025, cash used in financing activities was $292$141 million. We paid cash dividends of $74$78 million and $212$61 million to repurchase shares of LP common stock under the 2022 Share Repurchase Program and 2024 Share Repurchase Program during the year ended December 31, 2024.2025. The remaining financing activities were primarily related to funds used to repurchase stock from employees in connection with income tax withholding requirements associated with our employee stock-based compensation plans.

During 2023,2024, cash used in financing activities was $77$292 million. We paid cash dividends of $69$74 million and borrowed$212 million to repurchase shares of LP common stock under the share repurchase programs authorized by LP's Board of Directors in 2022 and subsequently2024, repaid $80 million from our Amended Credit Facilityrespectively, during the year ended December 31, 2023.2024. The remaining financing activities were primarily related to funds used to repurchase stock from employees in connection with income tax withholding requirements associated with our employee stock-based compensation plans.

The Amended Credit Agreement contains various restrictive covenants and customary events of default, the occurrence of which could result in the acceleration of our obligation to repay the indebtedness outstanding thereunder. The Amended Credit Agreement also contains certain financial covenants that, among other things, require us and our consolidated subsidiaries to have, as of the end of each fiscal quarter, a capitalization ratio (i.e., funded debt less unrestricted cash to total capitalization) of no more than 57.5%.65%. As of December 31, 2024,2025, we were in compliance with all financial covenants under the Amended Credit Agreement.

In May 2024, LP entered into a new letter of credit facility agreement,agreement (the LOC Facility Agreement), replacing the letter of credit facility agreement dated May 2020. ThisThe agreementLOC Facility Agreement provides for the funding of letters of credit up to an aggregate outstanding amount of $20 million, which may be secured by certain cash collateral of LP (the Letter of Credit Facility). The Letter of CreditLOC Facility Agreement provides for a letter of credit fee, due quarterly, ranging from 1.000% to 1.875% of the daily available amount to be drawn on each letter of credit issued under the Letter of Credit Facility. The Letter of CreditLOC Facility isAgreement subject tocontains similar affirmative, negative, and financial covenants as those set forth in the Amended Credit Agreement, including the capitalization ratio covenant. All amounts outstanding under the Letter of Credit Facility become due on April 15, 2029. As of December 31, 2024,2025, we were in compliance with all financial covenants under the Letter of Credit Facility.

In March 2021, we issued the 3.625% Senior notesNotes due in 2029 in the aggregate principal amount of $350 million, which mature on March 15, 2029 (the 2029 Senior Notes). As of December 31, 2024,2025, future interest payments associated with the 2029 Senior Notes totaled $54$41 million, with $13 million payable within 12 months of such date. For additional information regarding the 2029 Senior Notes, please see "“Note 108 - Long-Term Debt"” of the Notes to the Consolidated Financial Statements included in Item 8 of this annual report on Form 10-K.

As of December 31, 2024,2025, we had standby letters of credit of $14 million outstanding related to collateral for environmental impact on owned properties, a deposit for forestry license, and insurance collateral, including workers'workers’ compensation.

For a discussion of potential impairments, see "“Note 1311 - Impairment of Long-Lived Assets"” and "“Note 51 - GoodwillSummary andof OtherSignificant IntangiblesAccounting Assets"Policies” of the Notes to the Consolidated Financial Statements included in Item 8 of this annual report on Form 10-K.

Demand for our products correlates positively with new home construction, especially new single-family home construction, and repair and remodeling activity in North America, which historically has been characterized by significant cyclicality. The U.S. Census Bureau published actual U.S. housing starts data on AprilJuly 29,17, 2026. Actual single-family housing starts were approximately 6%4% and 5% lower for the three and six months ended MarchJune 31,30, 2026, respectively, as compared to the same periodperiods in 2025. Actual multi-family housing starts for the three and six months ended MarchJune 31,30, 2026, were approximately 19%8% higherand 15% higher, respectively, as compared to the same periodperiods in 2025. Repair and remodeling activitydemand is difficult to reasonablymeasure measure,precisely butdue to diversity of remodeling projects, however, available market indicators suggest activity is roughly flat compared to the manyprior indications suggest that repair and remodeling activity has declined modestly year-over-year.year.

Our Siding products are specialty building materials and are subject to competition from various siding and cladding technologies, including vinyl, stucco, wood, fiber cement, brick, and others. We believe we are the largest manufacturer of engineered wood siding in North America and South America. We have consistently grown our Siding segment above the underlying market growth rates. Our Siding segment is generally less sensitive to new housing market cyclicality since a majority of its demand comes from other markets, including off-site structure producers and repair and remodel. Our growth in this market depends upon the continued displacement of vinyl, wood, fiber cement, stucco, bricks, and other alternatives, our product innovation, and our technological expertise in wood and wood composites to address the needs of our customers.

When evaluating the Company's performance on a U.S. GAAP basis, management utilizes certain non-GAAP financial measures as defined by SEC Regulation G and Regulation S-K Item 10(e). These measures exclude the impact of specific costs, expenses, gains, and losses to evaluate our overall operating performance. Management believes these non-GAAP measures provide users of the financial information with additional meaningful comparison to prior periods, as they generally exclude items that are outside of the normal course of our business or beyond management's control. It is important to note that non-GAAP financial measures do not have standardized definitions and are not defined by U.S. GAAP. In this quarterly report on Form 10-Q, Adjusted EBITDA, Adjusted Income, and Adjusted Diluted EPS (as each defined below) are non-GAAP measures that are used by management and external users of our condensed consolidated financial statements such as investors, industry analysts, and lenders.

During the first quarter of 2026, the Company updated the definition of Adjusted Income to exclude foreign currency gains and losses. These gains and losses primarily arise from the remeasurement of all monetary assets and liabilities including intercompany notes that are denominated in a different currency than the entity's functional currency. The exclusion of these items helps management compare changes in operating results between periods that might otherwise be obscured due to currency fluctuations. The Company believes this exclusion provides investors with a clearer view of underlying operating performance by removing the effects of currency fluctuations that are largely outside of the Company's control and do not reflect its core business activities. For comparability and consistency, all prior period Adjusted Income and Adjusted Diluted EPS measures have been recast to conform to the current presentation. The impact of this update for the three and six months ended MarchJune 31,30, 2025, resulted inwas an increase to Adjusted Income of $6 million and $9 million, respectively, and an increase to Adjusted Diluted EPS of $4$0.08 millionper share and $0.06,$0.14 per share, respectively.

The following table sets forth actual housing starts data reported by the U.S. Census Bureau, as published through July 17, 2026, for the three and six months ended MarchJune 31,30, 2026 and 2025 (in thousands):

The following table sets forth sales volumes for the three and six months ended MarchJune 31,30, 2026 and 2025 (in MMSF):

We measure OEE of each of our mills to track improvements in the utilization and productivity of our manufacturing assets. OEE is a composite metric that considers asset uptime (adjusted for capital project downtime and similar events), production rates, and finished product quality. We believe that when used in conjunction with other metrics, OEE can be a useful measure for evaluating our ability to generate profits, and that providing this measure should allow interested persons to monitor operational improvements. We use a best-in-class target across all LP sites that allows us to optimize capital investments, focus on maintenance and reliability improvements, and improve overall equipment efficiency. It should be noted that other companies may present OEE data differently, and therefore, as presented by us, OEE data may not be comparable to similarly titled measures reported by other companies.

OEE for the three and six months ended MarchJune 31,30, 2026 and 2025, for each of our reportable segments is listed below:

The Company conducts business through two reportable segments: Siding and OSB. Other comprises our South American operations and other products and services that are not individually significant. See “Note 11. Selected Segment Data” of the Notes to the Condensed Consolidated Financial Statements included in “Item 1. Financial Statements” of this quarterly report on Form 10-Q for further information regarding our segments.

Percent changes in average net sales prices and unit shipments in Siding for the three and six months ended MarchJune 31,30, 2026, compared to the corresponding periodperiods in 2025, were as follows:

For the three months ended March 31, 2026, Siding net sales decreased yearfor overthe yearthree byand $42six millionmonths reflectingended higherJune prices30, 2026 due to lower volumes, partially offset by lowerhigher volumes.prices. The increase in pricing was attributable to both the annual price increase,increase and favorable sales mix, and a slight reduction in rebate expense compared to the prior year.mix.

The OSB segment manufactures and distributes OSB structural panel products, including the innovative value-added OSB product portfolio known as LP® Structural Solutions (which includes LP® FlameBlock® Fire-Rated Sheathing, LP BurnGuard™® FRT OSB, LP WeatherLogic® Air & Water Barrier, LP® TechShield® Radiant Barrier Sheathing, LP Legacy® Premium Sub-Flooring, and LP® TopNotch® 350 Durable Sub-Flooring).

Percent changes in average net sales prices and unit shipments in OSB for the three and six months ended MarchJune 31,30, 2026, compared to the corresponding periodperiods in 2025, were as follows:

For the three and six months ended MarchJune 31,30, 2026, OSB net sales decreased year over year by $99$68 million and $167 million, respectively, primarily driven by lower OSB prices and a decline in sales volume.volumes.

Adjusted EBITDA for the OSB segment for the same periodperiods decreased year over year by $66$40 million and $106 million, respectively, reflecting the impact of lower OSB prices and a decline in sales volumes.

Other operations include our South American business that manufactures and distributes OSB structural panels and siding products in South America and certain export markets. Our otherOther operations also include timber and timberlands as well as other minor products, services, and closed operations, which do not qualify as discontinued operations. Additionally, otherOther includes unallocated corporate expenses. Other net sales decreased by $8 million for the three months ended March 31, 2026, primarily due to a decline in OSB sales volumes. Adjusted EBITDA for the same period decreased year over year by $9 million, driven primarily by a decline in Other net sales.

Selling, general, and administrative expenses were $78$80 million and $158 million for the three and six months ended MarchJune 31,30, 2026, respectively, compared to $75$79 million and $154 million for the corresponding periodperiods in 2025. The year-over-year increase in selling, general, and administrative expenses was primarilydue driven byto higher stockinflationary compensation expense.costs.

We recognized a total tax provision of $9$8 million and $17 million in the three and six months ended MarchJune 31,30, 2026, respectively, compared to $26$19 million and $45 million for the corresponding periodperiods in 2025. Each quarter, the income tax accrual is updated based on the latest estimate, and any difference from the previously accrued year-to-date balance is recorded in the current quarter. For the threesix months ended MarchJune 31,30, 2026, the primary differencedifferences between the U.S. statutory rate of 21% and the total effective tax rate of 25%24% relatesrelate to stateforeign income tax.tax and inflationary and foreign currency exchange-related adjustments. For the threesix months ended MarchJune 31,30, 2025, the primary differences between the U.S. statutory rate of 21% and the total effective tax rate of 22%24% relate to state income tax and inflationary and foreign currency exchangeexchange-related adjustments.

Our principal sources of liquidity are existing cash and investment balances, cash generated by our operations, and our ability to borrow under such credit facilities as we may have in effect from time to time. We assess our liquidity in terms of our ability to generate cash to fund our short- and long-term cash requirements. As such, we project our anticipated cash requirements as well as cash flows generated from operating activities to meet those needs. We anticipate that long-term cash uses may also include strategic acquisitions. On a long-term basis, we expect to rely on our credit facilities in effect from time to time for any long-term funding not provided by operating cash flows. We may also, from time to time, issue and sell equity, debt, or hybrid securities or engage in other capital market transactions.

During the threesix months ended MarchJune 31,30, 2026, cash usedprovided inby operations was $38$102 million. During the same period in 2025, cash provided by operations was $64$226 million. The decrease in cash provided by operations was primarily related to lower net income and changes in working capital.

During the threesix months ended MarchJune 31,30, 2026 and 2025, cash used in investing activities was $61$120 million and $64$132 million, respectively, relating to capital expenditures.

During the threesix months ended MarchJune 31,30, 2026, cash used in financing activities was $29$47 million, which included $21$42 million of cash dividends paid and $8$5 million to repurchase stock from employees in connection with income tax withholding requirements associated with our employee stock-based compensation plans.

During the threesix months ended MarchJune 31,30, 2025, cash used in financing activities was $87$105 million, which included $61 million for share repurchases of LP common stock under the 2024 Share Repurchase Program (as defined below). Additionally, we paid cash dividends of $20$39 million and $5used $3 million to repurchase stock from employees in connection with income tax withholding requirements associated with our employee stock-based compensation plans. In connection with other financing activities, we paid $2 million of debt issuance costs related to the amendment of our credit facility.

In November 2022, LP entered into thea Credit Agreement with American AgCredit, PCA, as administrative agent and sole lead arranger, CoBank, ACB, as letter of credit issuer, and certain other lender parties (the Credit Agreement), relating to its revolving credit facility. On March 26, 2025, LP entered into the First Amendment to Second Amended and Restated Credit Agreement (the First Amendment) with American AgCredit, PCA, as administrative agent, CoBank, ACB, as letter of credit issuer, and the lenders and voting participants party thereto, which amended the Credit Agreement (the Amended Credit Agreement) to (1) increase the aggregate principal amount for the credit facility from $550 million to $750 million,million (the Amended Credit Facility), (2) increase the sub-limit for letters of credit from $60 million to $75 million, (3) change the interest rate for revolving borrowing, (4) change the capitalization ratio limit, and (5) extend the maturity date to March 26, 2032. As of MarchJune 31,30, 2026, there were no outstanding borrowings under the Amended Credit Facility.

The Amended Credit Agreement contains various restrictive covenants and customary events of default, the occurrence of which could result in the acceleration of our obligation to repay the indebtedness outstanding thereunder. The Amended Credit Agreement also contains financial covenants that, among other things, require us and our consolidated subsidiaries to have, as of the end of each quarter, a capitalization ratio (i.e., funded debt less unrestricted cash to total capitalization) of no more than 65%. As of MarchJune 31,30, 2026, we were in compliance with all financial covenants under the Amended Credit Agreement.

In May 2024, LP entered into a new letter of credit facility agreement (the LOC Facility Agreement), replacing the letter of credit facility agreement dated May 2020. The LOC Facility Agreement provides for the funding of letters of credit up to an aggregate outstanding amount of $20 million, which may be secured by certain cash collateral of LP (the Letter of Credit Facility). The LOC Facility Agreement provides for a letter of credit fee, due quarterly, ranging from 1.000% to 1.875% of the daily available amount to be drawn on each letter of credit issued under the Letter of Credit Facility. The LOC Facility Agreement contains similar affirmative, negative, and financial covenants as those set forth in the Amended Credit Agreement, including the capitalization ratio covenant. All amounts outstanding under the Letter of Credit Facility become due on April 15, 2029. As of MarchJune 31,30, 2026, we were in compliance with all covenants under the Letter of Credit Facility.

As of MarchJune 31,30, 2026, we had standby letters of credit of $15 million outstanding related to collateral for environmental impact on owned properties, a deposit for a forestry license, and insurance collateral, including workers’ compensation.

Potential assetchanges dispositionsto our strategic plans, including decisions regarding the continued use or disposition of specific assets, are also periodically reviewed,evaluated, taking into account current and anticipated economic and industry conditions, the strategic plan, and other relevant factors. ASuch decision to dispose of specific assetsdecisions may require management to makerevise assumptions regarding expected future cash flows or estimated recoverable values. If revised estimates indicate that the transactioncarrying structureamount of thean dispositionasset andis tonot estimate the net sales proceeds, which may be less than previous estimates of undiscounted future net cash flows. As a result,recoverable, impairment charges may be necessary in connection with such dispositions.required.

No impairment was recognized during the three and six months ended MarchJune 31,30, 2026.