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

In an enterprise as diverse as ours, a wide range of factors could affect future performance. We discuss in this section some of the risk factors that could materially and adversely affect our business, financial condition, value and results of operations. You should not interpret the disclosure of any risk factor to imply that the risk has not already materialized. You should consider these risk factors in connection with evaluating the forward-looking statements contained in this Annual Report on Form 10-K because these risk factors could cause our actual results and financial condition to differ materially from those projected in forward-looking statements.

Low levels of residential, commercialresidential or industrialnon-residential construction activity can have a material adverse impact on our business and results of operations.

A large portion of our products are used in the markets for residential and commercialnon-residential construction and repair and remodeling. Demand for certain of our products is affected in part by the level of new residential construction in the United States and elsewhere, although typically not until a number of months after the change in the level of construction. Lower demand in the regions and markets where our products are sold could resultresults in lower revenues and lower profitability. Historically, construction activity has been cyclical and is influenced by prevailing economic conditions, including the level of interest rates and availability of financing, inflation, employment levels, consumer spending habits, consumer confidence and other macroeconomic factors outside our control. Interest rates increased substantially in the past few years, remained elevatedhigh with slight decreases in 2024,2025, and are currently expected to decrease slightlyfurther but stay relatively high in 2025.2026. The combination of high interest rates and high levels of inflation reduces the affordability of mortgages and other financing options, and increases the cost of home improvement projects. These trends have likely resulted in reduced levels of repair and remodel as well as new construction activity and demand for our products. Additionally, market reactions to the new U.S. federalgovernment's administration's trade policies, deregulation efforts,policies and stancestances towardshave the Federal Reserve could createcreated economic uncertainty, potentially leading to fluctuations in inflation and interest rates. Due to this uncertainty, we cannot predict if or when interest rates or inflation levels will stabilize or the impact that this uncertainty may have on repair and remodel activity, new construction activity, demand for our products, our business generally, or our financial condition.

Residential and commercialnon-residential construction is also affected by the cost and availability of skilled labor, which could impact both the cost and pace of construction activity, as well as the construction methods used, all of which could adversely affect demand for our products.

SomeLastly, some of our products, particularly in our Insulation business, are used in industrial applications, such as piping and storage tanks. Lower levels of industrial production and other macroeconomic factors affecting industrial construction activity could lessen demand for those products and lead to lower revenues or profitability.

Supply constraints and increases in the cost of energy could have a material adverse impact on our business or results of operations.operations, and our mitigation efforts may not be successful.

Some of the ways we have historically grown or restructured our business have been through acquisitions, including our 2024 acquisition of Masonite, joint ventures, the expansion of our production capacity and divestitures, including the divestiture of our GR business. Our ability to grow or restructure our business depends upon our ability to identify, negotiate and finance suitable arrangements. If we cannot successfully execute on such arrangements or receive any required regulatory approvals on a timely basis, we may be unable to generate desired returns, and our expectations of future results of operations, including growth opportunities, cost savings and synergies, may not be achieved. Acquisitions, joint ventures, production capacity expansions and divestitures involve substantial risks, including:

•difficulty in integrating the acquired business’ standards, processes, procedures and controls with our existing operations in a cost-effective manner, or at all;

Our failure to address these risks or other problems encountered in connection with our past or future acquisitions, including the acquisition of Masonite, investments and divestitures, including the divestiture of our GR business, could cause us to fail to realize the anticipated benefits of such transactions, incur unanticipated liabilities, and harm our business generally. On February 13, 2025, the Company entered into athe definitiveGR agreementAgreement for the sale of our GR business (see "Item 1 - Business - Overview"). There can be no assurance that we will obtain the required regulatory or third-party approvals and consents to the sale, or that we will close the sale within the anticipated time period, or at all. Future acquisitions and investments could also result in dilutive issuances of our equity securities, the incurrence of debt, contingent liabilities, or amortization expenses, or write-offs of goodwill, any of which could have a material adverse impact on our business, financial condition and results of operations. Also, the anticipated benefits of our investments may not materialize.

•one or more of the financial institutions associated with our senior revolving credit facilitiesfacility could cease to fulfill their funding obligations, or the amount of eligible receivables under our receivables securitization facility could decrease, which could materially and adversely impact our liquidity;

We are subject to risks relating to our information technology systems (including cybersecurity) risks, and any failure to adequately protect or successfully upgrade our critical information technology systems could materially affect our operations and financial results.

Although we experience cybersecurity incidents from time to time as part of our operations, we have not identified any risks from cybersecurity threats, including as a result of previous cybersecurity incidents, that have had or are reasonablereasonably likely to have, a material impact on our business strategy, outputs from systems, results of systems, operations or financial condition. Any breach of our security measures, or those of our third-party business partners, could result in unauthorized access to and misappropriation of our information, corruption or alteration of data or disruption of operations or transactions, any of which could have a material adverse effect on our business strategy, results of operations or financial condition, including costs related to remediation or the payment of ransom, litigation including individual claims or consumer class actions, commercial litigation, administrative, and civil or criminal investigations or actions, regulatory intervention and sanctions or fines, investigation and remediation costs, damage to our reputation and relationships with our business partners, and possible prolonged negative publicity.

We increasingly develop, integrate and use AI technology in our operations, including to drive productivity and data analytics. While we aim to develop, integrate and use AI responsibly, including attempting to identify and mitigate ethical or legal issues presented by its use, we may ultimately be unsuccessful in identifying or resolving issues, such as accuracy issues, cybersecurity risks, unintended biases, and discriminatory outputs, before they arise. AI is a relatively new and emerging technology in early stages of commercial use and presents a number of risks inherent in its use by us, our customers, suppliers and other business partners and third-party providers, or through the use of third-party hardware and software. These risks include, but are not limited to, ethical considerations, public perception, intellectual property protection, regulatory compliance, privacy concerns and data security, all of which could have a material adverse effect on our business, results of operations and financial position. As a result, we cannot predict future developments in AI and related impacts to our business and our industry. If we are unable to successfully and accurately develop, integrate and use AI technology, as well as address the risks and challenges associated with AI, our business, results of operations and financial position could be negatively impacted. Additionally, if the content, analyses, or recommendations that AI applications assist in producing are or are alleged to be deficient, inaccurate, or biased, our reputation, business, financial condition, and results of operations may be materially adversely affected.

Climate change could have an impact on several aspects of our business, financial condition and results of operations. Weather phenomena associated with climate change, such as flooding or altered storm activity, may impact our ability to operate our manufacturing facilities and corporate offices in some locations. For example, our Doors headquarters is located in Tampa, Florida, a coastal area that is susceptible to hurricanes and tropical storms. In addition, customer preferences for lower-carbon and more environmentally friendly solutions could impact demand for our products. Although we believe that some of our product categories, such as insulation and composites,insulation, could experience increased demand due to environmental benefits, such as energy efficiency and renewable energy,efficiency, the timing and impact of such increased demand is uncertain.

Generally, any weather conditions that slow or limit residential or non-residential construction activity can adversely impact demand for our products. Lower demand for our products as a result of either of these weather-related scenarios could have a material adverse impact on our business, financial condition and results of operations. Additionally, severely low or high temperatures may lead to significant and immediate spikescost increases in costs of natural gas, electricity and other commodities that could negatively affect our results of operations.

Our products are used and have been used in a wide variety of residential, commercialresidential and industrialnon-residential applications. We face an inherent business risk of exposure to product liability or other claims in the event our products are alleged to be defective or that the use of our products is alleged to have resulted in harm to others or to property. We may, in the future, incur liability if product liability lawsuits against us are successful. Moreover, any such lawsuits, whether or not successful, could result in adverse publicity to us, which could cause our sales to decline. We maintain insurance coverage to protect us against product liability claims, but that coverage may not be adequate to cover all claims that may arise or we may not be able to maintain adequate insurance coverage in the future at an acceptable cost. Any liability not covered by insurance or that exceeds our established reserves could materially and adversely impact our business, financial condition and results of operations.

Liability under these laws involves inherent uncertainties. Environmental liability estimates may be affected by changing determinations of what constitutes an environmental exposure or an acceptable level of cleanup. For example, remediation activities generally involve a potential range of activities and costs related to soil and groundwater contamination. This can include pre-cleanup activities, such as fact finding and investigation, risk assessment, feasibility studies, remedial action design and implementation (where actions may range from monitoring to removal of contaminants, to installation of longer-term remediation systems). Please see “Item 1 - Business - Environmental Control” for information on costs and accruals related to environmental remediation. To the extent that the required remediation procedures or timing of those procedures change, additional contamination is identified, or the financial condition of other potentially responsible parties is adversely affected, the estimate of our environmental liabilities may change. Change in required remediation procedures or timing of those procedures at existing legacy sites, or discovery of contamination at additional sites, could result in increases to our environmental obligations. Violations of environmental, health and safety laws are subject to civil, and, in some cases, criminal sanctions.

As a result of these uncertainties, we may incur unexpected interruptions to operations, fines, penalties or other reductions in income which could adversely impact our business, financial condition and results of operations. It is possible that new laws and regulations will specifically address climate change, toxic air emissions, ozone forming emissions and fine particulate matter. New environmental and chemical regulations could impact our ability to expand production or construct new facilities in every geographic region in which we operate. Continued and increased government and public emphasis on environmental issues is expected to result in increased future investments for environmental controls at ongoing operations, which will be charged against income from future operations. Present and future environmental laws and regulations applicable to our operations, and changes in their interpretation, may require substantial capital expenditures or may require or cause us to modify or curtail our operations, which may have a material adverse impact on our business, financial condition and results of operations. Although emerging in nature, an increasing number of laws and regulations focused on product and chemical hazards, including regulations concerning the impact of product manufacturing and use on climate change, and resulting preferential product selection could also impact our ability to manufacture and sell certain products or require significant research and development investment and capital expenditures to meet regulatory requirements.

At December 31, 2025, we had total debt of approximately $5.2 billion. Our debt level and degree of leverage could have important consequences, including the following:

•if due to liquidity needs we must replace any indebtedness upon maturity, we would be exposed to the risk that we may not be able to refinance such indebtednessindebtedness, and, if we are able to refinance such indebtedness, vulnerable to interest rate increases;

The credit agreement governing our senior revolving credit facility, and the indentures governing our senior notes, and the receivables purchase agreement governing our receivables securitization facility contain various covenants that impose operating and financial restrictions on us and our subsidiaries. Additionally, instruments and agreements governing our future indebtedness may impose other restrictive conditions or covenants that could restrict our ability to conduct our business operations or pursue growth strategies. Any failure to comply with covenants in the instruments governing our debt could result in an event of default which, if not cured or waived, would have a material adverse effect on us.

Our businesses are capital intensive, and regularly require capital expenditures to expand operations, maintain equipment,equipment and technology systems, increase operating efficiency and comply with applicable laws and regulations, leading to high fixed costs, including depreciation expense. Increased regulatory requirements for our operations could lead to additional or higher fixed costs in the future. We are limited in our ability to reduce fixed costs quickly in response to reduced demand for our products and these fixed costs may not be fully absorbed, resulting in higher average unit costs and lower gross margins if we are not able to offset this higher unit cost with price increases. Alternatively, we may be limited in our ability to quickly respond to unanticipated increased demand for our products, which could result in an inability to satisfy demand for our products and loss of market share.

Our cost reduction and productivity efforts, including those related to our existing operations, production capacity expansions, new manufacturing platforms, technology systems, or other capital expenditures, may not produce anticipated results. Our ability to achieve cost savings and other benefits within expected time frames is subject to many estimates and assumptions. These estimates and assumptions are subject to significant economic, competitive, legal and other uncertainties, some of which are beyond our control. If these estimates and assumptions are incorrect, if we experience delays, or if other unforeseen events occur, our business, financial condition and results of operations could be adversely impacted.

In connection with our sustainability goals to reduce GHG and toxic air emissions, we entered into contracts pursuant to which we have agreed to purchase renewable-generated electricity from third parties. Under these contracts, we do not take physical delivery of renewable-generated electricity. The generated electricity is instead sold by our counterparties to local grid operators at the prevailing market price and we obtain the associated non-tax renewable energy credits. The prevailing market pricing for renewable-generated electricity can be affected by factors beyond our control and is subject to significant period over period volatility. For example, renewable-generated energy output fluctuates due to climactic and other factors beyond our control and can be constrained by available transmission capacity, thereby significantly impacting pricing. Due to this potential volatility, it is possible that these contracts, or similar contracts we execute in the future, could have an impact on our results of operations in a given reporting period.

We are highly dependent on the skills and experience of our senior management team and other skilled and experienced personnel. These individuals possess sales, marketing, manufacturing, logistical, financial, business strategy and administrative skills that are important to the operation of our business. We cannot assure that we will be able to retain all of our existing senior management personnel and skilled and experienced personnel. The loss of any of these individuals or an inability to attract additional qualified personnel could prevent us from implementing our business strategy and could adversely impact our business and our future financial condition or results of operations. The current and future labor markets may impact our ability to retain these individuals.

While we expect these initiatives to result in profit opportunities and savings throughout our organization, our estimated profits and savings are based on assumptions that may prove to be inaccurate, and as a result, there can be no assurance that we will realize profits and cost savings or that, if realized, these profits and cost savings will be sustained. Failure to achieve or delays in achieving projected levels of efficiencies and cost savings from such measures, or unanticipated inefficiencies resulting from in-process or contemplated manufacturing and administrative reorganization actions, or legal challenges to a reorganization action, could adversely affect our business, financial condition, results of operations and cash flows.

As a holding company, most of our assets are held by our direct and indirect subsidiaries and we will primarily rely on dividends and other payments or distributions from our subsidiaries to meet our debt service and other obligations and to enable us to pay dividends. The ability of our subsidiaries to pay dividends or make other payments or distributions to us in a tax efficient manner, or at all, will depend on their respective operating results and may be restricted by, among other things, the laws of their jurisdiction of organization (which may limit the amount of funds available for the payment of dividends or other payments), agreements of those subsidiaries, agreements with any co-investors in non-wholly-owned subsidiaries, the terms of our senior revolving credit and receivables facilitiesfacility and senior notesnotes, and the covenants of any future indebtedness we or our subsidiaries may incur.

Owens Corning is a residential and commercial building products leader committed to building a sustainable future through material innovation. TheAs described below, the Company has fourthree reportable segments: Roofing, Insulation, DoorsInsulation and Composites.Doors. Through these lines of business, the Company manufactures and sells products worldwide.that provide durable, sustainable and energy-efficient solutions. We are a market leader in many of our major product categories.

Net (loss) earnings from continuing operations attributable to Owens Corning were $647a loss of $188 million in 2024,2025, compared to $1,196earnings of $947 million in 2023.2024. The Company generated $2,038$2,268 million in adjusted earnings before interestinterest, taxes, depreciation and taxesamortization (“Adjusted EBITEBITDA”) from continuing operations in 20242025, compared to $1,805$2,468 million in 2023.2024. See the Adjusted Earnings Before InterestInterest, Taxes, Depreciation and TaxesAmortization paragraphFrom Continuing Operations section of the MD&A for further information regarding Adjusted EBIT,EBITDA from continuing operations, including the reconciliation to netNet (loss) earnings from continuing operations attributable to Owens Corning. Segment earnings before interestinterest, taxes, depreciation and taxesamortization (“EBITEBITDA”) performance compared to 20232024 increaseddecreased $124$121 million in our Roofing segment, increaseddecreased $63$97 million in our Insulation segment and decreasedremained $27 millionflat in our CompositesDoors segment. The Doors segment contributed revenues of $1,448 million and EBIT of $99 million to the Company for the period from May 15, 2024 to December 31, 2024. Within our Corporate, Other and Eliminations category, General corporate expenses and other increaseddecreased by $26$18 million.

On February 13, 2025, the Company entered into athe definitiveGR agreement for the sale of our global glass reinforcements (“GR”) business for a purchase price of approximately $436 million, less costs to sell. As of December 31, 2025, the estimated purchase price was $474 million, net of cash, and less costs to sell. The change since signing is due to the changes in customary and transaction-specific price adjustments which are subject to further changes through the date of the final closing adjustments. The GR business, historically part of the Company’s Composites segment, manufactures, fabricates, and sells glass fiber reinforcements for a wide variety of applications in wind energy, infrastructure, industrial, transportation and consumer markets. In 2024, the GR business generated annual revenues of approximately $1.1 billion. The sale will complete Owens Corning’s review of strategic alternatives for the business, announced on February 9, 2024, and aligns with the strategy to reshape the Company to focus on residential and commercial building products in North America and Europe. DuringThe 2024,transaction is expected to close in the Companyfirst incurredfew $46 millionmonths of costs2026 relatedand is subject to thiscustomary review.regulatory approvals and other conditions.

The transaction represents a strategic shift that has a major effect on the Company's operations and financial resultsresults. andEffective therefore,January beginning with the quarterly report on Form 10-Q for the period ending March 31,1, 2025, the GR business’ financial results will beare reflected in the Company’s consolidated financial statements as discontinued operations for all periods presented. TheDuring Companythe intendstwelve months ended December 31, 2025, net loss from discontinued operations attributable to reorganizeOwens itsCorning was $334 million on the Consolidated Statement of Earnings, primarily related to the loss recognized upon the classification of the GR business into discontinued operations. The loss on discontinued operations andwas reportingdetermined structureby andcomparing beginthe carrying value of the discontinued operation to managethe itsfair operationsvalue underof threethe reportingbusiness, segments.as derived from the signed GR Agreement, less estimated costs to sell.

Net sales increased $1,298$252 million in 20242025 compared to 2023.2024. The increase in net sales was primarily driven by the a full year of revenues from our Doors segment asand ahigher resultselling ofprices thefor Masoniteour acquisition,Roofing and Insulation segments, which waswere partially offset by lower sales volumes.volumes across all three segments.

Gross margin increaseddecreased $571$203 million in 20242025 compared to 2023.2024. The increasedecrease was primarily driven by thelower sales volumes across all three segments, which were partially offset by a full year of margins from our Doors segment as a result of the Masonite acquisition. Also contributing to the increase wereand higher selling prices,prices slightlyfor offsetour byRoofing lowerand salesInsulation volumes.segments.

Marketing and administrative expenses increased $213$55 million in 20242025 compared to 2023.2024. The increase was primarily driven by thea additionfull-year impact of the Doors segmentsegment's selling, generalgeneral, and administrative expensesexpenses, and ongoing inflationary pressures throughout the organization.organization, partially offset by cost savings actions.

Other expense, net increaseddecreased $259$268 million in 20242025 compared to 2023.2024. The increasedecrease was primarily driven by higherlower acquisition andacquisition-related, strategic review-related costs.and restructuring costs and higher gains on sale of certain precious metals.

Interest expense, net increased $136$48 million in 20242025 compared to 2023.2024. The increase was driven by higher interest on the 364-Day Credit Facility and higher long-term debt balances inand connectionlower withinterest theincome Masonitedue acquisition.to lower cash balances.

Income tax expense for 20242025 was $275$293 million compared to $401$334 million in 2023.2024. The Company’s effective tax rate for 20242025 was 30%282% on pre-tax income of $916$104 million. The difference between the 30%282% effective tax rate and the U.S. federal statutory tax rate of 21% is primarily due to non-deductible goodwill impairment, U.S. state and local income tax expense, valuation allowances and uncertainforeign tax positions.effects.

Restructuring, Acquisition and Divestiture-RelatedRestructuring Costs

The Company has incurred restructuring, transaction and integration costs related to acquisitions and divestitures, along with restructuring and other exit costs in connection with ourits global cost reduction, product line and productivity initiatives and growth strategy.initiatives. These costs are recorded within Corporate, Other and Eliminations. Please refer to Note 13 of the Consolidated Financial Statements for further information on the nature of these costs.

The following table presents the impact and respective location of these income (expense) items on the Consolidated Statements of (Loss) Earnings From Continuing Operations:

Adjusted Earnings Before InterestInterest, Taxes, Depreciation and TaxesAmortization (“AdjustedFrom EBIT”)Continuing Operations

Adjusted EBITEBITDA from continuing operations is a non-GAAP measure that excludes certain items that management does not allocate to our segment results because it believes they are not representative of the Company’s ongoing operations. Adjusted EBITEBITDA from continuing operations is used internally by the Company for various purposes, including reporting results of operations to the Board of Directors of the Company, analysis of performance and related employee compensation measures. Although management believes that these adjustments result in a measure that provides a useful representation of our operational performance, the adjusted measure should not be considered in isolation or as a substitute for Net earnings (loss)from continuing operations attributable to Owens Corning as prepared in accordance with accounting principles generally accepted in the United States.

Adjusting income (expense) income items to EBITEBITDA are shown in the table below:

The reconciliation from Net (loss) earnings from continuing operations attributable to Owens Corning to EBITEBITDA and Adjusted EBITEBITDA is shown in the table below:

EBITEBITDA by segment consists of net salessales, less related costs and expenses plus depreciation and amortization. EBITDA is presented on a basis that is used internally for evaluating segment performance. Certain items, such as general corporate expenses or income and certain other expense or income items, are excluded from the internal evaluation of segment performance. Accordingly, these items are not reflected in EBITEBITDA for our reportable segments and are included in the Corporate, Other and Eliminations category, which is presented following the discussion of our reportable segments. Segment EBITDA is the principal measure used by the chief operating decision maker ("CODM") to assess segment performance and make decisions on the allocation of resources.

The table below provides a summary of net sales, EBIT, depreciation and amortization expense,sales and EBITDA for the Roofing segment:

In our Roofing segment, net sales increaseddecreased $22$193 million in 20242025 compared to 20232024. dueLower tovolumes of approximately 7% were partially offset by higher selling prices of $165$129 million and favorable product mix, mostly offset by lower volumes of approximately 6%.million.

In our Roofing segment, EBITEBITDA increaseddecreased $124$121 million in 20242025 compared to 20232024. drivenLower primarilyvolumes, input cost inflation of $52 million, and higher manufacturing costs of $20 million were partially offset by higher selling prices of $165$129 million,million. favorableThe productremaining mixvariance was driven by unfavorable mix, higher selling, general, and favorableadministrative expenses, and higher delivery costs of $22$7 million, slightly offset by lower sales volumes and input cost inflation.million.

In our Roofing segment, the Company expects residentialnon-discretionary repairroof and remodelingreplacement activity to remainease solid.in Otherthe uncertaintiesnear-term. Uncertainties that may impact Roofing demand include demand from storms and other weather-related events,events (including the frequency thereof), competitive pricing pressure and the cost and availability of raw materials, particularly asphalt. The Company expects global non-residential construction markets to be relatively stable in the near-term. The Company will continue to focus on managing costs, capital expenditures and working capital to best service the market demand.

The table below provides a summary of net sales, EBIT, depreciation and amortization expensesales and EBITDA for the Insulation segment:

In our Insulation segment, EBITEBITDA increaseddecreased $63$97 million in 20242025 compared to 2023.2024. The increasedecrease was driven by lower sales volumes, the impact of production downtime of $50 million and input cost inflation of $42 million. This was partially offset by lower manufacturing costs of $30 million, higher selling prices of $81$27 million, favorable delivery of $34 million, lower start-up costs and favorable product mix, which more than offset higher manufacturing costs of $35 million, higher operating expenses, inclusive of incremental costs associated with evaluating manufacturing investments, lower sales volumes and unfavorable customer mix.

The outlook for Insulation demand is driven by North American new residential construction, remodeling and repair activity, as well as commercial and industrialnon-residential construction activity in the United States, Canada, Europe, Asia-PacificEurope and Latin America. Demand in commercial and industrialnon-residential insulation markets is most closely correlated to industrial production growth and overall economic activity in the global markets we serve. Demand for residential insulation is most closely correlated to U.S. housing starts.

The Company expects the new residential construction market in North America to be temporarilyremain challenged asin the marketnear-term, driven by an overall weakness in housing starts to returndue to amortgage morerates. normalThe seasonalglobal pattern, while the North America commercial and industrialnon-residential construction markets are expected to remainbe stable.relatively However,stable due to a period of slow economic growth,in the global commercial and industrial construction markets are expected to remain soft temporarily.near-term. The Company continues to concentrate on driving productivity, managing costs, capital expenditures and working capital as we position ourselves to expand capacity within our existing manufacturing network.

The table below provides a summary of net sales, EBIT, depreciation and amortization expensesales and EBITDA for the Doors segment:

Net earnings from continuing operations attributable to Owens Corning were earnings of $38$310 million in the firstsecond quarter of 2026, compared to earnings of $255$334 million in the firstsecond quarter of 2025. The Company generated $369$660 million in adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) from continuing operations in the firstsecond quarter of 2026, compared to $565$703 million in the firstsecond quarter of 2025. See the Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization From Continuing Operations section of the MD&A for further information regarding Adjusted EBITDA from continuing operations, including the reconciliation to Net earnings from continuing operations attributable to Owens Corning. FirstSecond quarter of 2026 segment earnings before interest, taxes, depreciation and amortization (“EBITDA”) performance compared to the firstsecond quarter of 2025 decreased $101$16 million in our Roofing segment, decreased $58$12 million in our Insulation segment and decreased $34$18 million in our Doors segment. Within our Corporate, Other and Eliminations category, General corporate expenses and other increased by $3 million.

On February 13, 2025, the Company entered into a definitive agreement ("GR Agreement") for the sale of our global glass reinforcements ("GR") businessbusiness, historically reported within the Composites segment, for a purchase price of approximately $436 million, less costs to sell. The GR business,business historicallymanufactured, part of the Company’s Composites segment, manufactures, fabricates,fabricated, and sellssold glass fiber reinforcements for a widebroad varietyrange of applications in wind energy, infrastructure, industrial, transportation and consumerend markets.

The transaction represented a strategic shift that has a major effect on the Company's operations and financial resultsresults. and therefore,Accordingly, beginning with the quarterly report on Form 10-Q for the period ended March 31, 2025,2025 and ending with the close of the transaction, the financial results of the GR business financial results are reflected in the Company’s consolidated financial statements as discontinued operations for all periods presented.

On April 14, 2026, the Company entered into an amendment to the GR Agreement ("Amendment") tobased addresson changingchanges in market conditions.conditions, The Amendment includesincluding a $110 million decrease in the purchase price, the transfer of approximately $32 million in carrying value of additional assets at closeclosing, and the elimination of thepreviously contemplated $225 million promissoryseller notesfinancing. thatThe wereCompany to be issued tocompleted the Companysale byon theApril purchasers.30, As2026 for proceeds of March 31, 2026, the estimated purchase price was $413$370 million, net of cash,cash lessdivested costsand toa sell.deposit Thereceived changeat sincethe signing is due to revised termsannouncement of the transactiondeal. asThe wellfinal asproceeds otherare changessubject into customary and transaction-specific pricepost-closing adjustments. The sale subsequently closed on April 30, 2026. The sale completescompleted Owens Corning’s review of strategic alternatives for the business, announced on February 9, 2024, and aligns with the strategy to reshape the Company to focus on residential and commercial building products in North America and Europe.

During the three and six months ended MarchJune 31,30, 2026, the Company incurredrecognized a pre-tax gain of $7 million and a pre-tax loss of $182$175 million, resultingrespectively, fromprimarily reflecting the Amendment,revised whichtransaction we determined to be indicative of conditions that existed as of March 31, 2026.terms. The loss was determinedmeasured byas comparingthe excess of the carrying value of the discontinued operation toover the fair value of theconsideration discontinuedreceived operation, defined as the sale price less estimated selling costs. The lossand is presented within Net (loss) earnings from discontinued operations attributable to Owens Corning, net of tax, on the Consolidated Statements of Earnings. An estimated valuation allowance of $590 million is recorded within Non-current assets of discontinued operations, on the Consolidated Balance Sheets.

Beginning in the first quarter of 2025, the U.S. government announced additional tariffs on goods imported into the U.S. from numerous countries and multiple nations have responded with reciprocal tariffs and other actions. Following the decision of the U.S. Supreme Court,Court in the first quarter of 2026, the Company may be entitled to a refund of tariffs previously paid on certain imported products under the International Emergency Economic Powers Act. The Company estimates that approximately $50 million of tariff payments may be eligible for refund as a result of the decision;decision. however,During nothe assetsix hasmonths beenended recordedJune as30, 2026, $25 million of Marchthe 31,total 2026.estimated amount was recognized within Cost of sales.

Gross margin decreased $215$65 million and decreased $280 million in the firstsecond quarter 2026and year-to-date 2026, respectively, compared to the firstsame quarterperiods in 2025. TheFor the second quarter, higher delivery costs, input cost inflation net of tariff recovery, and the impact of production downtime were partially offset by higher volumes in the Insulation segment and favorable mix. Year-to-date, the decrease was primarily driven by lower sales volumes acrossin allthe threeDoors and Roofing segments, lowerinput sellingcost prices,inflation, the impact of production downtime, higher delivery costs and inputlower costselling inflation.prices.

Other expense, net decreased $5 million and increased $73$70 million in the firstsecond quarter and year-to-date 2026 compared to the firstsame quarterperiods 2025.in The2025, respectively. For the second quarter, the decrease was primarily driven by lower acquisition-related transaction costs and gain related to the sale of a site that was part of a previous restructuring action in the Roofing segment. For year-to-date, the increase was primarily driven by higher restructuring costs and an increase in the liability for the Paroc marine recall.

Interest expense, net increased $2$6 million and increased $8 million in the firstsecond quarter and year-to-date 2026 compared to the firstsame periods in 2025, respectively. For the second quarter 2025.and Theyear-to-date 2026, the increase was driven by lower interest incomeincome, duepartially tooffset by lower cashinterest on commercial paper balances.

Income tax expense for the three and six months ended 2026 was $15$102 million.million and $117 million, respectively. The Company’s effective tax rate for the firstsecond quarter 2026 and the six months ended June 30, 2026 was 28% on pre-tax income of $54 million.25%. The difference between the 28%25% effective tax rate and the U.S. federal statutory tax rate of 21% is primarily due to U.S. state and local income tax expense,expense and foreign tax effects, and changes in unrecognized tax benefits.effects.

Income tax expense for the three and six months ended 2025 was $88$110 million.million and $198 million, respectively. The Company’s effective tax rate for the firstsecond quarter 2025 and the six months ended June 30, 2025 was 26%.25%. The difference between the 26%25% effective tax rate and the U.S. federal statutory tax rate of 21% is primarily due to U.S. state and local income tax expense and foreign rate differential.

In our Roofing segment, net sales decreasedincreased $160$10 million in the firstsecond quarter 2026 compared to the firstsecond quarter 2025. Lower volumes of approximately 14% and lower selling prices of $13 million1% were slightlymore than offset by favorable mix.mix, a $3 million favorable impact from translating sales denominated in foreign currencies into United States dollars, and relatively flat selling prices.

InFor year-to-date 2026, net sales in our Roofing segment, EBITDAsegment decreased $101$150 million in the first quarter 2026 compared to the firstsame quarterperiod in 2025. TheLower decrease was primarily driven by lower volumes, higher manufacturing costsvolumes of $17approximately million,7% and lower selling prices of $13$11 million,million inputwere costslightly inflationoffset ofby $6favorable million,mix and the favorable impact offrom productiontranslating downtime.sales denominated in foreign currencies into United States dollars.

In our Roofing segment, the Company expects non-discretionary roof replacement activity to remain solid in the near-term. UncertaintiesThe thatCompany mayexpects seasonal storm demand to be in line with historical averages, but the impact Roofingof demandheavier includeinventory demandrestocking from storms and other weather-related events (includingin the frequencysecond thereof),quarter competitiveis pricingexpected pressureto andreduce purchases in the costthird and availability of raw materials, particularly asphalt.quarter. The Company expects global non-residential construction markets to be relatively stable in the near-term. The Company will continue to focus on managing costs, capital expenditures and working capital to best service the market demand.

In our Insulation segment, net sales decreasedincreased $42$37 million in the firstsecond quarter 2026 compared to the firstsecond quarter 2025. LowerHigher volumes of 3%7% and lowera selling prices of $21$14 million were partially offset by slightly favorable mix. A favorable impact of $25 million from translating sales denominated in foreign currencies into United States dollars were partially offset by the unfavorable impact from the divestiture of our building materials business in China and Korea.Korea and lower selling prices of $11 million.

In our Insulation segment, EBITDA decreased $58$12 million in the firstsecond quarter 2026 compared to the firstsecond quarter 2025. TheHigher decreasevolumes wasand drivenfavorable manufacturing costs were more than offset by lowerinput sellingcost pricesinflation of $21$19 million, the impact of production downtime of $20$15 millionmillion, andlower inputselling cost inflationprices of $11 million.million, Theand remaininghigher variancedelivery primarily resulted from lower volumes, partially offset favorable mix.costs.

During the firstsecond quarter of 2026, the average Seasonally Adjusted Annual Rate (“SAAR”) of U.S. housing starts was 1.4191.347 million starts, which was up from 1.3701.327 million starts in the firstsecond quarter of 2025.

The Company expects the new residential construction market in North America to remain challenged in the near-term, driven by an overall weakness in housing starts due to affordability challenges and consumer uncertainty. The global non-residential construction markets are expected to be relatively stable in the near-term. The Company continues to concentrate on driving productivity, managing costs, capital expenditures and working capital as we position ourselves to expand capacity within our existing manufacturing network.

In our Doors segment, net sales decreased $65$41 million in the firstsecond quarter 2026 compared to the firstsecond quarter 2025, primarily2025 due to lower volumes of 12%.3%, Aprimarily $10driven by the exit of our Prineville, Oregon facility, a $19 million unfavorable impact from the divestiture of our distribution business was offset by a $6 million favorable impact of translating sales denominated in foreign currencies into United States dollars and favorableslightly unfavorable mix.

InFor year-to-date 2026, net sales in our Doors segment, EBITDAsegment decreased $34$106 million in the first quarter 2026 compared to the firstsame quarterperiod 2025.in Lower2025, volumes,primarily inputdue costto inflationlower volumes of $108% million,and highera manufacturing$29 costsmillion unfavorable impact from the divestiture of $9our milliondistribution andbusiness. theThis impact of production downtime werewas partially offset by $9a $6 million favorable impact of lowertranslating selling,sales generaldenominated andin administrativeforeign costscurrencies into United States dollars and slightly favorable mix.

The impact on EBITDA from Corporate, Other and Eliminations was $26 million lower and $53 million higher in the firstsecond quarter and year-to-date 2026 was $79 million higher compared to the firstsame quarterperiods 2025.in The2025, respectively. For the second quarter, the decrease was primarily driven by the loss on sale of business in the prior year. For year-to-date, the increase was primarily driven by higher restructuring costs and an increase in the liability for the Paroc marine recall.recall, partially offset by the loss on sale of business in the prior year.

General corporate expense and other in the first quarter 2026 was $3 million higherlower thanand remained flat in the firstsecond quarter 2025.and year-to-date 2026 compared to the same periods in 2025, respectively.

The Company's primary sources of liquidity are its balance of Cash and cash equivalents from continuing operations of $272$271 million as of MarchJune 31,30, 2026, its commercial paper program ("CP Program") and Senior Revolving Credit Facility (as defined below).

The agreement governing our Senior Revolving Credit Facility contains various covenants that we believe are usual and customary. These covenants include a maximum allowed leverage ratio. The Senior Revolving Credit Facility was amended in February 2026 to exclude specified 2025 non‑cash impairment charges from the leverage ratio calculation. We were in compliance with the covenants in the Senior Revolving Credit Facility as of MarchJune 31,30, 2026.

Cash and cash equivalents were $285$271 million as of MarchJune 31,30, 2026, compared to $440$265 million as of MarchJune 31,30, 2025. Cash and cash equivalents held by foreign subsidiaries may be subject to foreign withholding taxes upon repatriation to the U.S. As of MarchJune 31,30, 2026 and December 31, 2025, the Company had $142$144 million and $97 million, respectively, in cash and cash equivalents in certain of its foreign subsidiaries. The Company continues to assert indefinite reinvestment for certain of its continuing operations in accordance with Accounting Standards Codification (“ASC”) 740 based on the laws as of enactment of the tax legislation.

Operating activities: Net cash flow usedprovided forby operating activities increaseddecreased by $105$34 million for the threesix months ended MarchJune 31,30, 2026 compared to the same period in 2025. The increasedecrease was primarily due to lower cash earnings, partially offset by the change in working capital. For the threesix months ended MarchJune 31,30, 2026, there was no depreciation and amortization related to discontinued operations.

Investing activities: Net cash flow usedprovided forby investing activities increased by $31$354 million for the threesix months ended MarchJune 31,30, 2026 compared to the same period in 2025. The increase was primarily driven by the proceeds from the sale of GR business, partially offset by higher cash paid for property, plant and equipment and lower proceeds from sale of assets or affiliates.equipment. For the threesix months ended MarchJune 31,30, 2026, cash paid for property, plant and equipment related to discontinued operations was $23$28 million.

Financing activities: Net cash flow providedused byfor financing activities decreasedincreased by $29$254 million for the threesix months ended MarchJune 31,30, 2026 compared to the same period in 2025. The decreaseincrease was primarily driven by lower net proceeds from CP Notes, partially offset by lower treasury stock repurchases and lower payments on long-term debt in the current year.

Our anticipated uses of cash include capital expenditures, working capital needs, share repurchases, meeting financial obligations,obligations including repayment of senior notes maturing in the next twelve months, payments of any dividends authorized by our Board of Directors, acquisitions, restructuring actions and pension contributions. We expect that our cash on hand, coupled with future cash flows from operations and other available sources of liquidity, including our Senior Revolving Credit Facility andFacility, our CP Program,Program and access to credit markets will provide ample liquidity to enable us to meet our cash requirements for at least the next 12twelve months and foreseeable future thereafter.

Please refer to Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in the 2025 Form 10-K for more details on these material cash requirements. During the firstsecond quarter of 2026, there have been no material changes to our expected uses of cash and contractual obligations.

As of MarchJune 31,30, 2026, the Company had $5.5$5.2 billion of total debt. The Company's current portion of long-term debt primarily relates to $400$899 million of the current portion of 3.4%3.400% senior notes maturing in the third quarter of 2026.2026 and 5.500% senior notes maturing in the second quarter of 2027. Further discussion of the amount and timing of the future scheduled maturities of our senior notes can be found in Note 10 of the Consolidated Financial Statements. As of MarchJune 31,30, 2026, the Company's Short-term debt includes $380$65 million of CP Notes.

On March 5, 2025, the Company amended the Senior Revolving Credit Facility to increase the available principal amount from $1.0 billion to $1.5 billion and to extend the maturity to March 2030. The Company had no borrowings outstanding and $1.5 billion available under the Senior Revolving Credit Facility as of MarchJune 31,30, 2026.

On March 5, 2025, the Company established a CP Program for the issuance of CP Notes with maturities ranging up to 397 days from the date of issuance. As of MarchJune 31,30, 2026, there were $380$65 million of CP Notes outstanding under the CP Program with a weighted average interest rate and weighted average maturity period of 4.10%4.00% and 95 days, respectively. We do not intend to have outstanding borrowings under the CP Program in excess of available capacity under our Senior Revolving Credit Facility.

Working safely is an expectation at Owens Corning. We believe this organization-wide expectation provides for a safer work environment for employees, improves our manufacturing processes, reduces our costs and enhances our reputation. Furthermore, striving to be a world-class leader in safety provides a platform for all employees to understand and apply the resolve necessary to be a high-performing, global organization. One of our primary safety measures is the Recordable Incidence Rate (“RIR”) as defined by the United States Bureau of Labor Statistics. For the three months ended MarchJune 31,30, 2026, our RIR was 0.46,0.75, compared to 0.540.60 in the same period a year ago. For the six months ended June 30, 2026, our RIR was 0.65, compared to 0.58 in the same period a year ago.