UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


(Mark One)
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 28, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 1-14315

Cornerstone Building Brands, Inc.

(Exact name of registrant as specified in its charter)


Delaware			76-0127701
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

5020 Weston Parkway

Suite 400

Cary

27513

(Address of principal executive offices)

(Zip Code)

(866) 419-0042

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No ý

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ý Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	¨	Accelerated filer	☐
Non-accelerated filer	ý (Do not check if a smaller reporting company)	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ý No

APPLICABLE ONLY TO CORPORATE ISSUERS

There are no longer publicly traded shares of common stock of Cornerstone Building Brands, Inc.


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TABLE OF CONTENTS



	Part I — Unaudited Financial Information
Item 1.	Condensed Consolidated Financial Statements	1
	Condensed Consolidated Statements of Loss	1
	Condensed Consolidated Statements of Comprehensive Loss	2
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Equity	4
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	35

	Part II — Other Information
Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	36
Item 6.	Exhibits	37


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PART I — UNAUDITED FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements.

CORNERSTONE BUILDING BRANDS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF LOSS

(In thousands)

(Unaudited)


	Three Months Ended				Six Months Ended
	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
Net sales	$	1,427,905	$	1,364,302	$	2,603,239	$	2,509,989
Cost of sales	1,115,590		1,047,171		2,054,389		1,959,302
Gross profit	312,315		317,131		548,850		550,687
Selling, general and administrative expenses	269,954		247,029		525,336		487,874
Income from operations	42,361		70,102		23,514		62,813
Interest expense	(121,845)		(106,747)		(239,526)		(201,567)
Foreign exchange gain (loss)	4,053		(2,773)		3,740		(6,786)
Other income, net	1,043		673		1,470		3,556
(Loss) before income taxes	(74,388)		(38,745)		(210,802)		(141,984)
Income tax (benefit)	(14,420)		(31,524)		(40,210)		(16,190)
Net loss	$	(59,968)	$	(7,221)	$	(170,592)	$	(125,794)

See accompanying notes to the condensed consolidated financial statements.


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CORNERSTONE BUILDING BRANDS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

(Unaudited)


	Three Months Ended				Six Months Ended
	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
Net loss	$	(59,968)	$	(7,221)	$	(170,592)	$	(125,794)
Other comprehensive income (loss), net of income tax
Foreign exchange translation gain (loss)	10,753		(89)		12,461		(2,270)
Unrealized gain on derivative instruments, net of income tax of $(521), $(1,659), $(283) and $(6,333)	3,095		7,669		2,405		25,502
Amount reclassified from accumulated other comprehensive loss into earnings, from derivative instruments, net of income tax of $1,299, $2,251, $2,628 and $4,441	(7,282)		(9,689)		(11,693)		(19,208)
Other comprehensive income (loss)	6,566		(2,109)		3,173		4,024
Comprehensive loss	$	(53,402)	$	(9,330)	$	(167,419)	$	(121,770)

See accompanying notes to the condensed consolidated financial statements.


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CORNERSTONE BUILDING BRANDS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)


	June 28, 2025		December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	171,331	$	159,529
Accounts receivable, net	701,814		563,916
Inventories, net	702,635		610,177
Other current assets	96,451		158,603
Total current assets	1,672,231		1,492,225
Property, plant and equipment, net	1,082,174		1,127,037
Lease right-of-use assets	478,602		506,827
Goodwill	1,111,525		1,105,732
Intangible assets, net	2,287,934		2,387,905
Other assets, net	52,252		65,420
Total assets	$	6,684,718	$	6,685,146
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	42,500	$	34,000
Short-term borrowings	—		95,000
Current portion of lease liabilities	89,142		85,052
Accounts payable	292,821		252,004
Accrued income and other taxes	28,219		17,325
Employee-related liabilities	92,328		86,516
Rebates, warranties and other customer-related liabilities	154,633		147,280
Accrued interest	65,803		69,334
Other current liabilities	63,093		97,827
Total current liabilities	828,539		884,338
Long-term debt	4,775,586		4,421,528
Long-term lease liabilities	381,187		408,157
Deferred income tax liabilities	434,774		531,352
Other long-term liabilities	229,591		234,894
Total liabilities	$	6,649,677	$	6,480,269

Commitments and contingencies (Note 14)

Equity:
Common stock, $0.01 par value, 1,000 shares authorized, issued and outstanding at June 28, 2025 and December 31, 2024	$	—	$	—
Additional paid-in capital	1,538,155		1,540,572
Accumulated deficit	(1,499,023)		(1,328,431)
Accumulated other comprehensive loss	(4,091)		(7,264)
Total equity	35,041		204,877
Total liabilities and equity	$	6,684,718	$	6,685,146

See accompanying notes to the condensed consolidated financial statements.


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CORNERSTONE BUILDING BRANDS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(In thousands, except share data)
(Unaudited)

	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Equity
	Shares	Amount
Balance, March 29, 2025	1,000	$	—	$	1,536,825	$	(1,439,055)	$	(10,657)	$	87,113
Other comprehensive income	—	—		—		—		6,566		6,566
Share-based compensation	—	—		1,330		—		—		1,330
Net loss	—	—		—		(59,968)		—		(59,968)
Balance, June 28, 2025	1,000	$	—	$	1,538,155	$	(1,499,023)	$	(4,091)	$	35,041

Balance, March 30, 2024	1,000	$	—	$	1,535,991	$	(257,594)	$	24,000	$	1,302,397
Other comprehensive loss	—	—		—		—		(2,109)		(2,109)
Share-based compensation	—	—		1,185		—		—		1,185
Net loss	—	—		—		(7,221)		—		(7,221)
Balance, June 29, 2024	1,000	$	—	$	1,537,176	$	(264,815)	$	21,891	$	1,294,252

See accompanying notes to the condensed consolidated financial statements.


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CORNERSTONE BUILDING BRANDS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(In thousands, except share data)
(Unaudited)

	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Equity
	Shares	Amount
Balance, December 31, 2024	1,000	$	—	$	1,540,572	$	(1,328,431)	$	(7,264)	$	204,877
Other comprehensive income	—	—		—		—		3,173		3,173
Share-based compensation	—			(2,417)		—		—		(2,417)
Net loss	—	—		—		(170,592)		—		(170,592)
Balance, June 28, 2025	1,000	$	—	$	1,538,155	$	(1,499,023)	$	(4,091)	$	35,041

Balance, December 31, 2023	1,000	$	—	$	1,766,024	$	(139,021)	$	17,867	$	1,644,870
Other comprehensive income	—	—		—		—		4,024		4,024
Share-based compensation	—	—		2,777		—		—		2,777
Dividend to Parent	—	—		(231,625)		—		—		(231,625)
Net loss	—	—		—		(125,794)		—		(125,794)
Balance, June 29, 2024	1,000	$	—	$	1,537,176	$	(264,815)	$	21,891	$	1,294,252

See accompanying notes to the condensed consolidated financial statements.


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CORNERSTONE BUILDING BRANDS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
	Six Months Ended
	June 28, 2025		June 29, 2024
Cash flows used in operating activities:
Net loss	$	(170,592)	$	(125,794)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	226,903		192,855
Amortization of debt issuance costs, debt discount and fair values	52,836		48,369
Share-based compensation expense	(2,417)		2,777
Amortization of acquisition related step-up adjustments	3,603		4,137
Loss on disposal of assets	284		2,242
Change in fair value of contingent consideration	701		1,443
Unrealized (gain) loss on foreign currency exchange rates	(3,740)		6,786
Provision for credit losses	4,725		3,024
Deferred income taxes	(89,195)		(98,410)
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable, net	(140,435)		(88,509)
Inventories, net	(90,445)		(106,718)
Income taxes	49,573		15,011
Prepaid expenses and other current assets	13,754		(5,318)
Accounts payable	34,659		(8,258)
Accrued expenses	(22,787)		(41,120)
Other, net	367		(8,977)
Net cash flows used in operating activities	(132,206)		(206,460)
Cash flows used in investing activities:
Acquisitions, net of cash acquired	—		(450,995)
Capital expenditures	(68,174)		(102,076)
Proceeds from sale of property, plant and equipment	664		3,075
Net cash flows used in investing activities	(67,510)		(549,996)
Cash flows from financing activities:
Proceeds from short-term borrowings	—		650,000
Repayments of short-term borrowings	—		(490,000)
Proceeds from term loans	230,000		500,000
Payments on term loans	(8,500)		(14,500)
Payments of financing costs	—		(5,312)
Payment of contingent consideration	(11,488)		—
Dividend payment to parent	—		(231,625)
Net cash flows from financing activities	210,012		408,563
Effect of exchange rate changes on cash and cash equivalents	1,506		1,315
Net increase (decrease) in cash and cash equivalents	11,802		(346,578)
Cash and cash equivalents at beginning of period	159,529		468,877
Cash and cash equivalents at end of period	$	171,331	$	122,299

See accompanying notes to the condensed consolidated financial statements.


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CORNERSTONE BUILDING BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data, unless otherwise noted)

(Unaudited)

Note 1 — Basis of Presentation

Description of Business

Cornerstone Building Brands, Inc. (“Cornerstone Building Brands” or, collectively with its subsidiaries, unless the context requires otherwise, the “Company”) is a holding company incorporated in the State of Delaware. The Company is a leading exterior building products manufacturer by sales in North America and serves residential and commercial customers across new construction and the repair and remodel end markets. The Company is organized in three reportable segments: Aperture Solutions, Surface Solutions and Shelter Solutions.

Basis of Presentation

The accompanying Condensed Consolidated Financial Statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). These Condensed Consolidated Financial Statements have been prepared in accordance with the Company's accounting policies and on the same basis as those financial statements included in the Company’s latest Annual Report on Form 10-K for the year ended December 31, 2024, and should be read in conjunction with those Consolidated Financial Statements and the Notes thereto. Certain disclosures normally included in the Company’s Consolidated Financial Statements prepared in accordance with U.S. GAAP have been omitted on a basis consistent with the rules and regulations of the SEC. Certain items have been reclassified in the prior year disclosures to conform to the current year presentation.

The accompanying Condensed Consolidated Financial Statements include the accounts and operations of the Company and its majority-owned subsidiaries and all adjustments (consisting of normal recurring adjustments) that the Company considered necessary to present a fair statement of its results of operations, financial position and cash flows. All significant intercompany accounts and transactions have been eliminated in consolidation.

Note 2 — Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, net sales and expenses and related disclosures of contingent assets and liabilities in the Condensed Consolidated Financial Statements and accompanying notes. These estimates include, but are not limited to: establishing the allowance for expected credit losses; the allowance for slow moving and obsolete inventory; the valuation of goodwill; establishing useful lives for and evaluating the recovery of our finite-life, long-lived assets; recognizing the fair value of assets acquired and liabilities assumed in business combinations; determining the fair value of contingent consideration; accounting for rebates and product warranties; the valuation and expensing for share-based compensation; certain assumptions made in accounting for pension benefits; accounting for contingencies and uncertainties; and accounting for income taxes. Actual results may differ from the estimates used in preparing the Condensed Consolidated Financial Statements.

Cash and Cash Equivalents

Cash and cash equivalents mainly consist of highly liquid, unrestricted savings, checking, money market funds with original maturities of less than three months and other bank accounts.


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Accounts Receivable, Net

The Company reports accounts receivable net of an allowance for expected credit losses. The Company establishes provisions for expected credit losses based on the Company’s assessment of the collectability of amounts owed to the Company by its customers. Such allowances are included in selling, general and administrative expenses in the Company’s Condensed Consolidated Statements of Loss. In establishing the allowance, the Company considers changes in the financial position of a customer, age of the accounts receivable balances, availability of security, unusual macroeconomic conditions, lien rights and bond rights as well as disputes, if any, with its customers. Uncollectible accounts are written off when a settlement is reached for an amount that is less than the outstanding historical balance, all collection efforts have been exhausted, or any legal action taken by the Company has concluded. The Company’s allowance for expected credit losses was $20.9 million and $26.3 million at June 28, 2025 and December 31, 2024, respectively.

Business Combinations

We account for business combinations under the acquisition method of accounting, which requires an allocation of the consideration we paid to the identifiable assets, intangible assets and liabilities based on the estimated fair values as of the closing date of the acquisition. The excess of the fair value of the purchase price over the fair values of these identifiable assets, intangible assets and liabilities is recorded as goodwill.

Purchased intangibles other than goodwill are initially recognized at fair value and amortized over their useful lives unless those lives are determined to be indefinite. The valuation of acquired assets will impact future operating results. The fair value of identifiable intangible assets is determined using an income approach on an individual asset basis. Specifically, we use the multi-period excess earnings method to determine the fair value of customer relationships and the relief-from-royalty approach to determine the fair value of trade names. Determining the fair value of acquired intangibles involves significant estimates and assumptions, including forecasted revenue growth rates, margins, percentage of revenue attributable to the trade name, contributory asset charges, customer attrition rate, market-participant discount rates, the assumed royalty rates and income tax rates.

The determination of the useful life of an intangible asset other than goodwill is based on factors including historical trade name performance with respect to consumer name recognition, geographic market presence, market share, plans for ongoing trade name support and promotion, customer attrition rate, and other relevant factors.

The initial purchase price allocation is based upon provisional information and is subject to revision during the measurement period (up to one year from the acquisition date) as additional information concerning valuations is obtained. As the Company obtains new information regarding facts and circumstances that existed as of the acquisition date that, if known, would have resulted in revised estimated values of those assets or liabilities, the Company will accordingly revise the provisional purchase price allocation. These adjustments may include, but are not limited to, adjustments pertaining to intangible assets acquired, property, plant and equipment acquired, and tax liabilities assumed.

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” ASU 2023-09 requires companies to provide enhanced rate reconciliation disclosures, including disclosure of specific categories and additional information for reconciling items. The standard also requires companies to disaggregate income taxes paid by federal, state and foreign taxes. This change is effective for annual periods beginning after December 15, 2024. Prospective application is required, with retrospective application permitted. The Company evaluated the impact of adopting ASU 2023-09 and expects it to result in additional disclosures, upon adoption.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement- Reporting Comprehensive Income- Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which improves disclosure requirements and provides more detailed information about an entity’s expenses, specifically amounts related to purchases of inventory, employee compensation, depreciation, intangible asset amortization, and selling expenses, along with qualitative descriptions of certain other types of expenses. This change is effective for annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. The Company is currently evaluating the effect the updated guidance will have on its financial statement disclosures.


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Note 3 — Acquisitions

Acquisition of Mueller Supply Company, Inc.

In July 2024, the Company completed the acquisition of Mueller Supply Company, Inc. (“Mueller”) for a purchase price of $495.9 million, including a base purchase price of $475.0 million, in addition to closing date cash and working capital adjustments. Mueller is a leading manufacturer of residential metal roofing and components and steel buildings in Texas and the Southwest United States (“U.S.”). Mueller has approximately 900 employees and a comprehensive regional footprint including 38 retail branches and five manufacturing sites in Amarillo, Ballinger and Huntsville, Texas; Oak Grove, Louisiana; and Phoenix, Arizona. This acquisition was funded by issuing long-term debt further discussed in Note 7. Mueller is included in the Company’s Shelter Solutions reportable segment.

The following table summarizes the provisional fair value of net assets acquired:


	Fair Value
Cash and cash equivalents	$	18,074
Accounts receivable	10,346
Inventories	126,516
Property, plant and equipment	207,912
Goodwill	107,901
Trade name and customer relationship intangibles	108,000
Equity investment	11,000
Other assets	5,803
Total assets acquired	595,552
Accounts payable and other liabilities assumed	8,805
Employee related liabilities	6,234
Rebates and customer related liabilities	16,698
Deferred income tax liabilities	67,924
Total liabilities assumed	99,661
Net assets acquired	$	495,891

During the three months ended June 28, 2025, the Company recognized an increase of $0.4 million in employee related liabilities and an increase of $0.4 million in goodwill. The Company recorded these measurement period adjustments to update the purchase price allocation based upon further analysis of information subsequent to the acquisition date. These adjustments did not have a material impact on the Company’s Condensed Consolidated Statements of Loss for the period ended June 28, 2025.

As part of the Mueller transaction, the Company acquired a 33.33% interest in BDM Metal Coaters, LLC (“BDM”). The general purpose of BDM is the establishment and operation of a processing facility for the slitting and coating of hot roll steel coils. The Company possesses the ability to exercise significant influence, but not control, over the operating and financial policies of BDM; therefore, the Company accounts for the investment under the equity method of accounting. The carrying value of the investment was $11.3 million as of June 28, 2025 and $11.1 million as of December 31, 2024. The investment in BDM is recognized in other assets, net on our Condensed Consolidated Balance Sheets for both comparable periods.

The fair value and expected useful life of identifiable intangible assets consists of the following:


	Fair Value		Useful Life in Years
Customer relationships	$	30,000	11
Trade names and other	78,000		12
Total	$	108,000

The acquisition of Mueller resulted in the recognition of $107.9 million of goodwill. The goodwill recorded is a result of expected synergies and other benefits that we believe will result from the integration of the acquisition within our operations. Goodwill created as a result of the acquisition of Mueller is not expected to be deductible for tax purposes. A net deferred tax liability of $67.9 million was established as a result of the acquisition.


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Acquisition of Harvey Building Products Corp.

In April 2024, the Company completed the acquisition of Harvey Building Products Corp. (“Harvey”) for a purchase price of $460.7 million. Harvey is a manufacturer of high performing windows and doors, and its portfolio of industry leading brands include Harvey, Softlite and Thermo-Tech. Headquartered in Waltham, Massachusetts, Harvey has approximately 1,200 employees at four manufacturing facilities located throughout the Northeast and Midwest. Harvey specializes in premium, custom windows and doors primarily serving the Eastern U.S. This acquisition was funded by issuing long-term debt further discussed in Note 7. Harvey is included in the Company’s Aperture Solutions reportable segment.

The following table summarizes the fair value of net assets acquired:


	Fair Value
Cash and cash equivalents	$	10,423
Accounts receivable	27,223
Inventories	21,084
Property, plant and equipment	47,478
Lease right-of-use assets	123,801
Goodwill	174,002
Trade name and customer relationship intangibles	246,000
Other assets	7,375
Total assets acquired	657,386
Accounts payable and other liabilities assumed	35,943
Employee related liabilities	6,793
Lease liabilities	104,737
Deferred income tax liabilities	49,251
Total liabilities assumed	196,724
Net assets acquired	$	460,662

During the three months ended June 28, 2025, the Company recognized a decrease of $0.1 million in accounts receivable, a decrease of $0.5 million in inventories, an increase of $0.6 million in employee related liabilities, a decrease of $0.1 million in accounts payable and other liabilities assumed, a decrease of $0.1 million in deferred income tax liabilities, a decrease of $0.1 million in lease liabilities, and an increase of $0.8 million in goodwill as a result of these measurement period adjustments. The Company recorded these measurement period adjustments to finalize the purchase price allocation based upon further analysis of information subsequent to the acquisition date. These adjustments did not have a material impact on the Company’s Condensed Consolidated Statements of Loss for the period ended June 28, 2025.

The fair value and expected useful life of identifiable intangible assets consists of the following:


	Fair Value		Useful Life in Years
Customer relationships	$	200,000	12
Trade names and other	46,000		12
Total	$	246,000

The acquisition of Harvey resulted in the recognition of $174.0 million of goodwill. The goodwill recorded is a result of expected synergies and other benefits that we believe will result from the integration of the acquisition with our operations. Goodwill created as a result of the acquisition of Harvey is not expected to be deductible for tax purposes. A net deferred tax liability of $49.3 million was established as a result of the acquisition.


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Contingent Consideration for Acquisition Completed during 2023

In August 2023, the Company completed the acquisition of M.A.C. Métal Architectural Inc. (“MAC Metal”), which became an indirect wholly-owned subsidiary of the Company. Headquartered in Saint-Hubert, Quebec, MAC Metal serves the North American residential and commercial markets with high-end steel siding and roofing products. MAC Metal is included in the Company’s Surface Solutions reportable segment. The total purchase price included earn-out contingent consideration of $16.8 million payable over two consecutive twelve-month periods, with the first period starting in the month following the close of the acquisition; payments are based upon achieving certain adjusted EBITDA-based metrics, as defined in the purchase agreement. There was an increase of $0.7 million in contingent consideration in the six months ended June 28, 2025, including the impact of exchange rates. During the three months ended June 28, 2025, the Company made a payment of $11.5 million to satisfy the first earn-out period. Total contingent consideration of $10.4 million as of June 28, 2025 and $21.1 million as of December 31, 2024 is recognized in other current liabilities on our Condensed Consolidated Balance Sheets.

Note 4 — Inventories, net

The following table sets forth the components of inventories:


	June 28, 2025		December 31, 2024
Raw materials and work in process(1)	$	454,796	$	402,294
Finished goods	247,839		207,883
Total inventories, net	$	702,635	$	610,177

(1) The Company's work in process inventory is not significant to our Consolidated Balance Sheet due to the nature of our production processes.

Note 5— Goodwill and Intangible Assets

The following table sets forth the changes in the carrying amount of goodwill by reportable segment and the accumulated impact of impairment loss:


	Aperture Solutions		Surface Solutions		Shelter Solutions		Total
Balance, as of December 31, 2024	$	452,726	$	335,544	$	317,462	$	1,105,732
Impact of acquisitions and related measurement period adjustments (1)	1,340		—		358		1,698
Currency translation	853		3,242		—		4,095
Balance, June 28, 2025	$	454,919	$	338,786	$	317,820	$	1,111,525

Goodwill	$	951,068	$	708,689	$	317,820	$	1,977,577
Accumulated impairment loss	(496,149)		(369,903)		—		(866,052)
Balance, June 28, 2025	$	454,919	$	338,786	$	317,820	$	1,111,525

(1) Measurement period adjustments have been recorded in conjunction with the Harvey and Mueller acquisitions during the period. See Note 3 for additional information.

During the year ended December 31, 2024, we recorded impairment losses totaling $866.1 million at our Aperture Solutions and Surface Solutions operating segments, specifically in the following reporting units: (i) Aperture Solutions–U.S., totaling $496.1 million, (ii) Surface Solutions–U.S. Stone, totaling $40.8 million, and (iii) Surface Solutions–U.S. Siding, totaling $329.1 million, reporting units. After recording these impairment charges, there is no goodwill remaining at the Surface Solutions–U.S. Stone reporting unit. The reporting units that were impaired in 2024 were written down to their respective fair values resulting in zero excess fair value over carrying amount as of their latest 2024 impairment testing dates.

These and other individual reporting units have a heightened risk of future impairments if any assumptions, estimates, or market factors change in the future. We have not identified any triggering events in the current year. See Risk Factor, “Any impairment of our goodwill, intangible or other long-lived assets could negatively impact our results of operations and financial condition,” in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Form 10-K”).


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Intangible Assets, Net

The following table sets forth the major components of intangible assets:


	Range of Life in Years			Weighted Average Amortization Remaining Years	Carrying Value		Accumulated Amortization		Net Carrying Value
As of June 28, 2025 (1)
Customer lists and relationships	3	–	19	15	$	2,106,468	$	(433,863)	$	1,672,605
Trademarks, trade names and other	12	–	15	12	743,132		(127,803)		615,329
Total intangible assets					$	2,849,600	$	(561,666)	$	2,287,934


	Range of Life in Years			Weighted Average Amortization Remaining Years	Carrying Value		Accumulated Amortization		Net Carrying Value
As of December 31, 2024 (1)
Customer lists and relationships	3	–	19	15	$	2,100,469	$	(351,129)	$	1,749,340
Trademarks, trade names and other	12	–	15	12	740,113		(101,548)		638,565
Total intangible assets					$	2,840,582	$	(452,677)	$	2,387,905

(1) Net of accumulated impairment loss of $32.7 million as of June 28, 2025 and December 31, 2024.

Intangible assets are amortized on a straight-line basis. The following table sets forth the amortization expense related to intangible assets:


	Three Months Ended				Six Months Ended
	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
Amortization expense	$	53,423	$	48,965	$	106,697	$	96,199

Note 6 — Product Warranties

The following table sets forth the changes in the carrying amount of product warranties liability:


	Six Months Ended
	June 28, 2025		June 29, 2024
Balance, beginning of period	$	188,296	$	194,235
Expense	8,633		4,569
Claims and settlements	(8,464)		(4,715)
Impact of acquisitions	—		11,898
Reclassification of deferred warranty revenue(1)	—		(24,717)
Balance, end of period	$	188,465	$	181,270
Reflected as:
Current liabilities – Rebates, warranties and other customer-related liabilities	$	23,894	$	21,557
Noncurrent liabilities – Other long-term liabilities	164,571		159,713
Total product warranty liability	$	188,465	$	181,270


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(1) Reclassification of deferred warranty revenue for the Shelter Solutions reportable segment that had historically been included in the warranty liability disclosure. Deferred warranty revenue of $2.5 million and $21.9 million is recorded in other current liabilities and other long-term liabilities, respectively, within our Consolidated Balance Sheets for year ended December 31, 2024.

Note 7 — Debt

The following table sets forth the components of long-term debt:


			June 28, 2025								December 31, 2024
	Effective Interest Rate		Principal Outstanding		Unamortized Fair Value Adjustment (1)		Unamortized Discount and Issuance Costs		Carrying Amount		Principal Outstanding		Unamortized Fair Value Adjustment(1)		Unamortized Discount and Issuance Costs		Carrying Amount
Term loan facility, due April 2028	8.57	%	$	2,496,000	$	(200,251)	$	—	$	2,295,749	$	2,502,500	$	(231,851)	$	—	$	2,270,649
Term loan facility, due August 2028	9.69	%	293,250		—		(13,117)		280,133		294,000		—		(14,926)		279,074
Term loan facility, due May 2031	10.05	%	497,500		—		(4,784)		492,716		498,750		—		(5,089)		493,661
6.125% senior notes, due January 2029	13.51	%	318,699		(66,609)		—		252,090		318,699		(73,656)		—		245,043
8.750% senior secured notes, due August 2028	10.61	%	710,000		—		(31,407)		678,593		710,000		—		(36,099)		673,901
9.500% senior secured notes, due August 2029	9.88	%	500,000		—		(6,195)		493,805		500,000		—		(6,800)		493,200
Total long-term debt			$	4,815,449	$	(266,860)	$	(55,503)	$	4,493,086	$	4,823,949	$	(305,507)	$	(62,914)	$	4,455,528
Reflected as:
Current liabilities - Current portion of long-term debt									$	42,500							$	34,000
Non-current liabilities - Long-term debt									4,450,586								4,421,528
Total long-term debt									$	4,493,086							$	4,455,528
Fair value - Senior notes - Level 1									$	1,339,747							$	1,429,999
Fair value - Term loans - Level 2									2,902,989								3,167,541
Total fair value									$	4,242,736							$	4,597,540

(1) As a result of pushdown accounting in connection with the merger in July 2022, pursuant to which Cornerstone Building Brands became a privately-held company (the “Merger”), the carrying values of the term loan facility due April 2028 and the 6.125% senior notes were adjusted to fair value.

Revolving Credit Facilities

The following table sets forth the Company’s availability under its revolving credit facilities:


	June 28, 2025						December 31, 2024
	Authorized		Borrowings		Letters of Credit and Priority Payables		Authorized		Borrowings		Letters of Credit and Priority Payables
Asset-based lending facility, due May 2029(1)	$	850,000	$	230,000	$	67,919	$	850,000	$	—	$	51,374
Cash flow revolver(2)	92,000		—		—		92,000		—		—
First-in-last-out tranche asset-based lending facility, due May 2029(1)	95,000		95,000		—		95,000		95,000		—
Total	$	1,037,000	$	325,000	$	67,919	$	1,037,000	$	95,000	$	51,374

(1) As of December 31, 2024, these borrowings are included in short-term borrowings on the Consolidated Balance Sheets based on the Company’s intention and ability to repay on a short-term basis.

(2) Cash flow revolver commitment of $92.0 million will mature in May 2029.


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The carrying amounts of the indebtedness under revolving credit facilities approximate fair value as the interest rates are variable and reflective of market rates.

Issuance of 9.500% Senior Secured Notes due August 2029

On August 7, 2024, the Company issued $500.0 million in aggregate principal amount of 9.500% Senior Secured Notes (“9.500% Senior Secured Notes”) due August 2029 (subject to springing maturity under certain circumstances). Interest is payable semi-annually in arrears on February 15 and August 15 of each year, commencing on February 15, 2025.

The 9.500% Senior Secured Notes are secured senior indebtedness. The 9.500% Senior Secured Notes rank equal in right of payment with all existing and future senior indebtedness of the Company and are senior in right of payment to all existing and future subordinated indebtedness of the Company.

The Company may redeem the 9.500% Senior Secured Notes in whole or in part, subject to certain prepayment premiums if the 9.500% Senior Secured Notes were to be redeemed prior to August 15, 2028.

Term Loan Facility, due April 2028, Term Loan Facility, due May 2031 and Cash Flow Revolver

In April 2018, Ply Gem Midco entered into a Cash Flow Agreement (as amended from time to time, the “Cash Flow Credit Agreement”); facilities provided thereunder, including the Term Loan Facility, due April 2028, the Term Loan Facility, due May 2031 and the Cash Flow Revolver (each as defined below), the “Cash Flow Facilities”), which provides for (i) a term loan facility (the “Term Loan Facility, due April 2028”) in the aggregate principal amount of $2,600.0 million, issued with a discount of 0.5% and (ii) a cash flow-based revolving credit facility (the “Cash Flow Revolver”) of up to $115.0 million. In connection with the consummation of the Ply Gem merger, the Company and Ply Gem Midco entered into a joinder agreement in which the Company became the Borrower (as defined in the Cash Flow Credit Agreement) under the Cash Flow Credit Agreement. On April 11, 2023, the Company amended the Cash Flow Credit Agreement to replace the adjusted LIBOR rate with the Secured Overnight Financing Rate (“SOFR”) rate. On May 15, 2024, the Company entered into a Fifth Amendment to the Cash Flow Credit Agreement (the “Cash Flow Fifth Amendment”) to, among other things, (a) terminate the $92.0 million of commitments under the Cash Flow Revolver and replace such commitments with $92.0 million of extended cash flow-based revolving commitments, maturing on May 15, 2029 (subject to a springing maturity under certain circumstances) and (b) incur a new incremental term loan facility (the “Term Loan Facility, due May 2031”) in the aggregate principal amount of $500.0 million, maturing on May 15, 2031 (subject to a springing maturity under certain circumstances).

The Term Loan Facility, due April 2028 amortizes in nominal quarterly installments equal to one percent of the aggregate initial principal amount thereof per annum, with the remaining balance payable upon final maturity. The Term Loan Facility, due April 2028 bears annual interest at a floating rate measured by reference to, at the Company’s option, either (i) a Term SOFR rate with a credit spread adjustment of 0.10% (subject to a floor of 0.50%) plus an applicable margin of 3.25% per annum or (ii) an alternate base rate plus an applicable margin of 2.25% per annum.

Loans outstanding under the Cash Flow Revolver bear annual interest at a floating rate measured by reference to, at the Company’s option, either (i) a Daily Simple SOFR rate or a Term SOFR rate with (only in the case of Term SOFR rate borrowings with an interest period greater than one month) a credit spread adjustment of 0.10% (subject to a floor of 0.00%) plus an applicable margin ranging from 2.50% to 3.00% per annum depending on the Company’s secured leverage ratio or (ii) an alternate base rate plus an applicable margin ranging from 1.50% to 2.00% per annum depending on the Company’s secured leverage ratio. There are no amortization payments under the Cash Flow Revolver. Additionally, unused commitments under the Cash Flow Revolver are subject to a fee ranging from 0.25% to 0.50% per annum depending on the Company’s secured leverage ratio.

The Term Loan Facility, due May 2031, amortizes in nominal quarterly installments equal to one percent of the aggregate initial principal amount thereof per annum, with the remaining balance payable upon maturity. The Term Loan Facility, due May 2031 bears annual interest at a floating rate measured by reference to, at the Company’s option, either (i) a Term SOFR rate (subject to a floor of 0.50%) plus an applicable margin of 4.50% per annum or (ii) an alternate base rate plus an applicable margin of 3.50% per annum.

Subject to certain exceptions, the Term Loan Facility, due April 2028 and the Term Loan Facility, due May 2031 are subject to mandatory prepayments in an amount equal to:

•the net cash proceeds of (i) certain asset sales, (ii) certain debt offerings and (iii) certain insurance recovery and condemnation events; and

•50% of annual excess cash flow (as defined in the Cash Flow Credit Agreement), subject to reduction to 25% and 0% if specified secured leverage ratio targets are met to the extent that the amount of such excess cash flow exceeds $10.0 million. No payments were required in 2022 under the year 2021 excess cash flow calculation.


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The Term Loan Facility, due April 2028, the Term Loan Facility, due May 2031, and the Cash Flow Revolver may be prepaid at the Company’s option at any time without premium or penalty (other than customary breakage costs), subject to minimum principal amount requirements.

ABL Facility, due May 2029

On April 12, 2018, Ply Gem Midco entered into an ABL Credit Agreement (as amended from time to time, the “ABL Credit Agreement”), consisting of: (a) an asset-based revolving credit facility of up to $850.0 million (as amended from time to time the “ABL Facility”), a portion of which is available to (i) U.S. borrowers and (ii) U.S. and Canadian borrowers. In connection with the consummation of the Ply Gem merger, the Company and Ply Gem Midco entered into a joinder agreement in which the Company became the Parent Borrower (as defined in the ABL Credit Agreement) under the ABL Facility, and (b) a first-in-last-out tranche asset-based revolving credit facility of up to $95.0 million (the “ABL FILO Facility”) available to U.S. borrowers.

On May 15, 2024, the Company entered into Amendment No. 8 to the ABL Credit Agreement (“Amendment No. 8”), which amended the ABL Credit Agreement in order to terminate the existing revolving commitments under the ABL Facility and the ABL FILO Facility originally maturing on July 25, 2027 (the “Existing ABL Commitments”), and replace such Existing ABL Commitments with an extended revolving commitment of $945.0 million maturing on May 15, 2029 (subject to a springing maturity under certain circumstances), subject to the outstanding aggregate principal amount.

Borrowing availability under the ABL Facility and the ABL FILO Facility (collectively, the “ABL Facilities”) is determined by a monthly borrowing base collateral calculation that is based on specified percentages of the value of eligible inventory, accounts receivable, less certain allowances and subject to certain other adjustments as set forth in the ABL Credit Agreement. Availability is reduced by issuance of letters of credit as well as any borrowings.

Loans outstanding under the ABL Facility bear interest at a floating rate measured by reference to, at the Company’s option, either (i) a Term SOFR rate (subject to a SOFR floor of 0.00%) plus an applicable margin ranging from 1.25% to 1.75% per annum depending on the average daily excess availability under the ABL Facility or (ii) an alternate base rate plus an applicable margin ranging from 0.25% to 0.75% per annum depending on the average daily excess availability under the ABL Facility. Additionally, unused commitments under the ABL Facility are subject to a 0.25% per annum fee.

Loans outstanding under the ABL FILO Facility bear interest at a floating rate measured by reference to, at the Company’s option, either (i) a term SOFR rate (subject to a SOFR floor of 0.00%) plus an applicable margin ranging from 2.25% to 2.75% per annum depending on the average daily excess availability under the ABL FILO Facility or (ii) an alternate base rate plus an applicable margin ranging from 1.25% to 1.75% per annum depending on the average daily excess availability under the ABL FILO Facility. Additionally, unused commitments under the ABL FILO Facility are subject to a 0.25% per annum fee.

Covenant Compliance

The ABL Credit Agreement includes a minimum fixed charge coverage ratio of 1.00:1.00, which is tested only when specified availability is less than 10.0% of the lesser of (x) the then applicable borrowing base and (y) the then aggregate effective commitments under the ABL Facility and continuing until such time as specified availability has been in excess of such threshold for a period of 20 consecutive calendar days. The Cash Flow Credit Agreement includes a financial covenant set at a maximum secured leverage ratio of 7.75:1.00, which will apply if the outstanding amount of loans and drawings under letters of credit which have not then been reimbursed exceeds a specified threshold at the end of any fiscal quarter.

The Company’s debt agreements contain a number of covenants that, among other things, limit or restrict the ability of the Company and its subsidiaries to incur additional indebtedness; make dividends and other restricted payments; incur additional liens; consolidate, merge, sell or otherwise dispose of all or substantially all assets; make investments; transfer or sell assets; enter into restrictive agreements; change the nature of the business; and enter into certain transactions with affiliates. The Company is in compliance with all of its covenants as of June 28, 2025.


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Interest Rate Swaps

The Company uses certain interest rate swaps to manage a portion of the interest rate risk on its term loans. The following table sets forth the terms of the Company’s interest rate swap agreements:


Notional amount	$	1,500,000
Forecasted term loan interest payments being hedged	1-month SOFR
Fixed rate paid	2.0038%
Origination date	April 17, 2023
Maturity date	April 15, 2026
Fair value at June 28, 2025 - Other assets, net	$	23,177
Fair value at December 31, 2024 - Other assets, net	$	39,159
Level in fair value hierarchy(1)	Level 2

(1)Interest rate swaps are based on cash flow hedge contracts that have fixed rate structures and are measured against market based SOFR yield curves. These interest rate swaps are classified within Level 2 of the fair value hierarchy because they are valued using alternative pricing sources or models that utilized market observable inputs, including current and forward interest rates.

Note 8— Accumulated Other Comprehensive Income (Loss)

The following tables set forth the change in accumulated other comprehensive income (loss) attributable to the Company by each component of accumulated other comprehensive income (loss), net of applicable income taxes:


	Foreign Currency Translation Adjustment		Derivatives, Net of Tax		Pensions, Net of Tax		Total Accumulated Other Comprehensive Income (Loss)
Balance, March 29, 2025	$	(23,384)	$	11,347	$	1,380	$	(10,657)
Other comprehensive income (loss)	10,753		(4,187)		—		6,566
Balance, June 28, 2025	$	(12,631)	$	7,160	$	1,380	$	(4,091)


Balance, March 30, 2024	$	(11,734)	$	34,914	$	820	$	24,000
Other comprehensive (loss)	(89)		(2,020)		—		(2,109)
Balance, June 29, 2024	$	(11,823)	$	32,894	$	820	$	21,891


	Foreign Currency Translation Adjustment		Derivatives, Net of Tax		Pensions, Net of Tax		Total Accumulated Other Comprehensive (Loss) Income
Balance, December 31, 2024	$	(25,092)	$	16,448	$	1,380	$	(7,264)
Other comprehensive income (loss)	12,461		(9,288)		—		3,173
Balance, June 28, 2025	$	(12,631)	$	7,160	$	1,380	$	(4,091)


Balance, December 31, 2023	$	(9,553)	$	26,600	$	820	$	17,867
Other comprehensive (loss) income	(2,270)		6,294		—		4,024
Balance, June 29, 2024	$	(11,823)	$	32,894	$	820	$	21,891


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Note 9 — Share-Based Compensation

Incentive Unit Awards

Beginning in the fourth quarter of 2022, pursuant to an incentive unit grant agreement, certain participants were granted incentive units in Camelot Return Ultimate, LP (the “Partnership” or “Camelot Return Ultimate”), an indirect parent of the Company. The incentive units provide the holder with the opportunity to receive, upon certain vesting events and subject to Partnership repurchase rights and conditions, a return based upon the appreciation of the Partnership’s equity value from the date of grant. The incentive units vest over a five-year period on a straight-line basis. For the six months ended June 28, 2025, 15,750 incentive units were granted at an average grant date fair value of $40.99 per incentive unit. The Company recognized expense from incentive units of $1.3 million in the three months ended June 28, 2025, and $1.2 million for the three months ended June 29, 2024. The Company recognized a gain from incentive units of $2.4 million in the six months ended June 28, 2025 and expense from incentive units of $2.8 million in the six months ended June 29, 2024. The gain during the six months ended June 28, 2025 is due to the reversal of prior expense from terminations. The Company estimates that the unrecognized expense is expected to be recognized over a weighted-average period of 2.8 years totaling $15.0 million.

Note 10 — Equity Transactions

In January 2024, the Company paid a dividend on our common stock in the aggregate amount of $231.6 million, which was received by our direct parent, Camelot Return Intermediate Holdings, LLC, (“Camelot Parent”), and further distributed to Camelot Return Parent, LLC (“Camelot Return Parent”), an indirect parent of the Company. Camelot Return Parent used the funds received to redeem all 1,950,000 preferred units of Camelot Return Parent held by CD&R Pisces Holdings, L.P.

Note 11 — Income Taxes

The Company’s effective tax rate includes state income taxes, foreign tax rate differentials, and changes in the valuation allowance. The following table sets forth the effective tax rate for the three and six months ended June 28, 2025 and June 29, 2024:


	Three Months Ended				Six Months Ended
	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
Effective tax rate	19.4	%	81.4	%	19.1	%	11.4	%

The Company’s effective tax rate varied from the statutory tax rate primarily due to state income taxes, foreign tax rate differentials, and changes in the valuation allowance. The change in the effective tax rate for the three and six months ended June 28, 2025 compared to the three and six months ended June 29, 2024 is primarily due to the increase in pre-tax book losses and a decrease in executive compensation related expenses. The One Big Beautiful Bill Act (“OBBBA”) was enacted on July 4,2025 and the Company continues to evaluate the impact on its financial condition and results of operations.

Note 12 — Fair Value of Financial Instruments and Fair Value Measurements

The Company measures certain financial assets and liabilities at fair value on a recurring basis. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company uses a three-level hierarchy for fair value measurements based on the observability of inputs to the valuation of an asset or liability as of the measurement date. The three levels of the fair value hierarchy are as follows:

•Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities.

•Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

•Level 3 – Unobservable inputs for the asset or liability, reflecting the Company’s own assumptions about the assumptions that market participants would use in pricing the asset or liability.

Fair Value Measurements on a Recurring Basis

The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis as of June 28, 2025:


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	Level 1		Level 2		Level 3		Total
Assets – Derivative instruments	$	—	$	23,177	$	—	$	23,177
Liabilities – Contingent consideration	$	—	$	—	$	10,400	$	10,400

The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2024:


	Level 1		Level 2		Level 3		Total
Assets – Derivative instruments	$	—	$	39,159	$	—	$	39,159
Liabilities – Contingent consideration	$	—	$	—	$	21,122	$	21,122

The fair value for derivative instruments is determined using valuation models that incorporate observable market inputs, such as interest rates and currency exchange rates, and is classified within Level 2 of the fair value hierarchy.

The fair value of contingent consideration is estimated as of the date of the acquisition, is recorded as part of the purchase price, and is subsequently re-measured to fair value at each reporting date, based on a probability-weighted analysis using a rate that reflects the uncertainty of the expected outcomes, which the Company believes is appropriate and representative of market participant assumptions.

Fair Value Measurement Disclosure

The fair value of the Company’s short-term debt is estimated using observable market inputs, including current interest rates for similar types of borrowings. The fair value of long-term debt is determined based on quoted prices for identical or similar instruments in active markets. The fair value of the senior notes is based on quoted prices in active markets for identical liabilities. The fair value of the term loans is based on recent trading activities of comparable market instruments.

Non-Recurring Fair Value Measurements

Certain assets and liabilities are measured at fair value on a non-recurring basis. These include assets and liabilities that are measured at fair value in the event of impairment or for disclosure purposes. The discounted cash flow method under the income approach is generally employed to estimate the fair value of the reporting units or identified asset groups. For reporting units, the guideline public company method and the guideline transaction method are also utilized under the market approach. Significant assumptions inherent in estimating fair values include the projected future annual net cash flows for each reporting unit, encompassing net sales, cost of sales, selling, general and administrative expenses, depreciation and amortization, working capital, and capital expenditures. Other critical assumptions involve income tax rates, long-term growth rates, and a discount rate that appropriately reflects the risks inherent in each future cash flow stream.

Fair Value of Financial Instruments Not Measured at Fair Value

The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and accrued liabilities approximate their fair values due to their short-term nature.

Note 13 — Related Party Transactions

The Company had a related party receivable with CD&R of $1.3 million as of June 28, 2025 and $5.7 million as of December 31, 2024, representing legal fees paid on their behalf as part of the ongoing stockholder litigation described in Note 14.

The Company had a related party payable of $6.0 million to our indirect parent, Camelot Return Ultimate, as of June 28, 2025 and December 31, 2024, representing monies paid by Company management for the purchase of incentive units in the Partnership. See Note 9 for further discussion of the incentive units.


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Note 14 — Commitments and Contingencies

As a manufacturer of products primarily for use in building construction, the Company is inherently exposed to various types of contingent claims, both asserted and unasserted, in the ordinary course of business. As a result, from time to time, the Company may become involved in various legal proceedings or other contingent matters arising from claims or potential claims arising out of its operations and businesses that cover a wide range of matters, including, among others, environmental, contract, employment, including applicable benefit and pension plans, intellectual property, securities, personal injury, property damage, product liability, warranty and modification, and adjustment or replacement of component parts or units sold, which may include product recalls. The Company insures (or self-insures) against these risks to the extent deemed prudent by its management and to the extent insurance is available. Management believes that the ultimate disposition of these matters will not have a material adverse effect on the Company’s results of operations, financial position or cash flows. However, such matters are subject to many uncertainties and outcomes and are not predictable with assurance. The Company believes it is adequately reserved for all matters.

Environmental

The Company’s operations are subject to various federal, state, local and foreign environmental, health and safety laws. Among other things, these laws regulate the emissions or discharge of contaminants into the environment; govern the use, storage, treatment, disposal and management of hazardous substances and wastes; protect employee health and safety, public health and welfare and the end-users of its products; regulate the chemicals used in its products; and impose liability for the costs of investigating and remediating (as well as other damages resulting from) present and past releases of hazardous substances. Violations of these laws or of any conditions contained in environmental permits could impact the Company's current and future operations.

The Company believes it is in material compliance with all applicable laws and regulations and has recorded a liability of $4.1 million as of June 28, 2025 and December 31, 2024 for certain subsurface investigation and remedial matters.

Litigation

The Company is a party to a variety of legal actions arising out of the normal course of business. Plaintiffs occasionally seek punitive or exemplary damages. The Company is also included in other kinds of legal actions, some of which assert or may assert claims or seek to impose fines or penalties and other costs in substantial amounts and are described below.

Stockholder Litigation

In July 2022, and pursuant to an Agreement and Plan of Merger dated March 5, 2022 Clayton, Dubilier and Rice, LLC (“CD&R”) became the indirect owner of Cornerstone Building Brands (the “Merger”). In January 2023, purported former stockholders filed 2 separate complaints challenging the fairness of the Merger. The complaints are captioned Firefighters’ Pension System of the City of Kansas City, Missouri Trust and Gary D. Voigt v. Affeldt et al., C.A. No. 2023-0091-JTL (Del. Ch.) and Whitebark Value Partners LP and Robert Garfield v. Clayton Dubilier & Rice, LLC et al., C.A. No. 2023-0092-JTL (Del. Ch.). In both complaints, the plaintiffs allege that CD&R and its affiliates controlled the Company prior to the transaction and that certain directors and officers of the Company, as well as CD&R and its affiliates, breached their fiduciary duties and engaged in conduct resulting in a sale of the Cornerstone Building Brands public stockholders’ shares to CD&R at an unfair price. The plaintiffs seek unspecified monetary damages, attorneys’ fees, expenses and costs. The court consolidated the two cases, and on May 3, 2023, selected Whitebark Value Partners LP as lead plaintiff. On July 14, 2023, the defendants moved to dismiss the operative complaint. The motion to dismiss was denied on January 10, 2024, and the case is ongoing. On June 26, 2024, the plaintiffs filed an amended complaint. On February 24, 2025, the parties to the case filed a Stipulation of Compromise and Settlement (“Stipulation”) setting forth their agreement to settle the litigation. The Stipulation provides for CD&R and the Company, on behalf of the defendants, to pay or cause their respective insurers to pay a total of $45.0 million into an escrow account that will be used to pay escrow expenses, satisfy any fee and incentive amounts awarded by the court in favor of plaintiff and plaintiff’s counsel, and distribute the remaining funds to the non-affiliated shareholders of the Company. The Company's portion of the proposed settlement relating to its indemnification of its former directors and officers is recoverable from insurance. On May 29, 2025, the court held a hearing to consider the Stipulation, approved the Stipulation, and entered a final order approving the settlement and dismissing the plaintiff’s claims with prejudice.

In June 2023, a purported former stockholder filed a class action complaint in the United States District Court for the District of Delaware alleging that the Company’s disclosures issued in connection with the Merger were materially misleading in violation of Section 14(a) and Section 20(a) of the Securities Exchange Act of 1934. The complaint is captioned Water Island Merger Arbitrage Institutional Commingled Master Fund, L.P. v. Cornerstone Building Brands et al., Case No. 1:23-cv-00701 (D. Del.). The complaint alleges that the Company’s directors and officers issued misleading disclosures, which caused stockholders to approve the Merger at an unfair price. The plaintiff seeks unspecified monetary damages, interest, attorney’s


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fees, expenses and costs. On December 8, 2023, the defendants moved to dismiss the operative complaint, and, in the alternative, to stay in litigation. On September 30, 2024, the court granted the defendants’ motion to dismiss without prejudice. On October 15, 2024, the plaintiffs filed an amended complaint, which the defendants again moved to dismiss or stay on November 26, 2024. On June 23, 2025, the parties filed a stipulation and proposed order of dismissal. On June 24, 2025, the court entered the parties’ stipulation to dismiss the plaintiffs’ claims with prejudice.

Note 15 — Reportable Segment and Geographical Information

Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) for purposes of allocating resources and evaluating financial performance. Our CODM, who is our Chief Executive Officer, reviews financial information presented on a consolidated basis for the purposes of allocating resources and evaluating financial performance. The Company is organized in five operating segments aggregated into three reportable segments: Aperture Solutions (consisting of the Aperture Solutions–U.S. and Aperture Solutions–Canada operating segments), Surface Solutions (consisting of the Surface Solutions–U.S. and Surface Solutions–Canada operating segments) and Shelter Solutions, itself an operating segment. The aggregated reportable segments share similar economic characteristics with respect to product offerings, manufacturing processes, and customer demographics. We operate principally in the U.S. with limited operations in Canada.

•The Aperture Solutions reportable segment offers a broad line of windows and doors at multiple price-points for residential new construction and repair and remodel end markets in the U.S. and Canada. Its main products include vinyl, aluminum, wood-composite and aluminum clad-wood windows and patio doors, as well as steel, wood-composite, and fiberglass entry doors.

•The Surface Solutions reportable segment offers a broad suite of surface solutions products and accessories at multiple price-points for the residential new construction and repair and remodel end markets as well as stone installation services. Its main products include vinyl siding and accessories, cellular polyvinyl chloride trim, vinyl fencing and railing, stone veneer and gutter protection products.

•The Shelter Solutions reportable segment designs, engineers, manufactures and distributes extensive lines of metal products for the low-rise commercial construction market under multiple brand names and through a nationwide network of manufacturing plants, distribution centers and retail branches. The Company defines low-rise commercial construction as building applications of up to five stories.

Management monitors the results of its operating segments separately to make decisions about resources and evaluate performance. Management, including the Company’s chief operating decision maker, evaluates performance on the basis of segment earnings before interest, income taxes, depreciation and amortization (“Reportable segment adjusted EBITDA”).

Corporate operating expenses are not allocated to reportable segments. Corporate and Other consists specifically of corporate operating expenses that are generally not allocated to reportable segments, related-party management fees, and other items that are not assigned or allocated to reportable segments. Any intercompany net sales or expenses are eliminated in consolidation.


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The following table sets forth reportable segment net sales, reportable segment adjusted EBITDA and a reconciliation to loss before income taxes:


	Three Months Ended				Six Months Ended
	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
Reportable segment net sales:
Aperture Solutions	$	665,800	$	673,190	$	1,223,545	$	1,203,139
Surface Solutions	325,155		337,414		565,833		612,816
Shelter Solutions	438,577		355,236		816,645		696,747
Total reportable segment net sales	1,429,532		1,365,840		2,606,023		2,512,702
Intersegment sales	(1,627)		(1,538)		(2,784)		(2,713)
Total net sales	$	1,427,905	$	1,364,302	$	2,603,239	$	2,509,989
Reportable segment adjusted EBITDA:
Aperture Solutions	$	79,920	$	99,624	$	122,287	$	144,504
Surface Solutions	67,727		74,440		99,222		117,675
Shelter Solutions	66,229		54,721		118,064		110,798
Total reportable segment adjusted EBITDA	213,876		228,785		339,573		372,977
Corporate and Other	(48,363)		(60,145)		(89,156)		(117,309)
Depreciation and amortization	(123,152)		(98,538)		(226,903)		(192,855)
Interest expense	(121,845)		(106,747)		(239,526)		(201,567)
Foreign exchange gain (loss)	4,053		(2,773)		3,740		(6,786)
Other income, net	1,043		673		1,470		3,556
Loss before income taxes	$	(74,388)	$	(38,745)	$	(210,802)	$	(141,984)

The following table sets forth net sales to third party customers, disaggregated by reportable segment:


	Three Months Ended				Six Months Ended
	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
Aperture Solutions – Principally vinyl windows	$	665,577	$	673,010	$	1,223,187	$	1,202,850
Surface Solutions:
Vinyl siding	167,432		166,159		276,142		300,623
Metal siding	90,420		91,919		162,389		167,936
Injection molded siding	14,726		15,331		24,517		27,027
Stone	35,173		18,514		62,899		32,636
Stone veneer installation and other	16,000		44,133		37,460		82,170
Total	323,751		336,056		563,407		610,392
Shelter Solutions – Metal building products	438,577		355,236		816,645		696,747
Total net sales	$	1,427,905	$	1,364,302	$	2,603,239	$	2,509,989


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The following table sets forth other financial data by reportable segment:


	Three Months Ended				Six Months Ended
	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
Depreciation and amortization:
Apertures	$	60,239	$	44,826	$	104,198	$	86,264
Surfaces	27,039		25,423		50,959		51,953
Shelters	34,443		27,510		69,127		53,148
Depreciation and amortization for reportable segments	121,721		97,759		224,284		191,365
Corporate	1,431		779		2,619		1,490
Total depreciation and amortization	$	123,152	$	98,538	$	226,903	$	192,855

Capital expenditures:
Apertures					$	25,007	$	40,361
Surfaces					14,614		27,615
Shelters					21,403		29,389
Capital expenditures for reportable segments					61,024		97,365
Corporate					7,150		4,711
Total capital expenditures					$	68,174	$	102,076

The following table sets forth key expenses disaggregated by reportable segment for the three months ended June 28, 2025:


	Aperture Solutions		Surface Solutions		Shelter Solutions		Total
Net sales	$	665,577	$	323,751	$	438,577	$	1,427,905
Intersegment sales	223		1,404		—		1,627
Reportable segment net sales	665,800		325,155		438,577		1,429,532
Segment cost of sales(1)	(521,642)		(230,464)		(306,946)		(1,059,052)
Segment selling, general and administrative expenses(2)	(64,238)		(26,964)		(65,402)		(156,604)
Reportable segment adjusted EBITDA	$	79,920	$	67,727	$	66,229	$	213,876
Depreciation and amortization							(123,152)
Corporate and Other							(48,363)
Interest expense							(121,845)
Foreign exchange gain							4,053
Other income, net							1,043
Loss before income taxes							$	(74,388)

(1)Includes hourly and salaried labor for all manufacturing, delivery and related support activities as well as factory overhead, labor benefits, warranty, out-bound freight, utilities, lease and other manufacturing and delivery related-costs.

(2)Includes labor-related costs for the sales, marketing and functional organizations, as well as marketing, selling expenses, bad debt and general administrative expenses. Functional organizations include, among others, information technology, finance and accounting, legal and executive office.


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The following table sets forth key expenses disaggregated by reportable segment for the three months ended June 29, 2024:


	Aperture Solutions		Surface Solutions		Shelter Solutions		Total
Net sales	$	673,010	$	336,056	$	355,236	$	1,364,302
Intersegment sales	180		1,358		—		1,538
Reportable segment net sales	673,190		337,414		355,236		1,365,840
Segment cost of sales(1)	(513,445)		(234,771)		(258,145)		(1,006,361)
Segment selling, general and administrative expenses(2)	(60,121)		(28,203)		(42,370)		(130,694)
Reportable segment adjusted EBITDA	$	99,624	$	74,440	$	54,721	$	228,785
Depreciation and amortization							(98,538)
Corporate and Other							(60,145)
Interest expense							(106,747)
Foreign exchange loss							(2,773)
Other income, net							673
Loss before income taxes							$	(38,745)

(2)Includes labor-related costs for the sales, marketing and functional organizations as well as marketing, selling expenses, bad debt and general administrative expenses. Functional organizations include, among others, information technology, finance and accounting, legal and executive office.

The following table sets forth key expenses disaggregated by reportable segment for the six months ended June 28, 2025:


	Aperture Solutions		Surface Solutions		Shelter Solutions		Total
Net sales	$	1,223,187	$	563,407	$	816,645	$	2,603,239
Intersegment sales	358		2,426		—		2,784
Reportable segment net sales	1,223,545		565,833		816,645		2,606,023
Segment cost of sales(1)	(974,290)		(412,526)		(569,804)		(1,956,620)
Segment selling, general and administrative expenses(2)	(126,968)		(54,085)		(128,777)		(309,830)
Reportable segment adjusted EBITDA	$	122,287	$	99,222	$	118,064	$	339,573
Depreciation and amortization							(226,903)
Corporate and Other							(89,156)
Interest expense							(239,526)
Foreign exchange gain							3,740
Other income, net							1,470
Loss before income taxes							$	(210,802)


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The following table sets forth key expenses disaggregated by reportable segment for the six months ended June 29, 2024:


	Aperture Solutions		Surface Solutions		Shelter Solutions		Total
Net sales	$	1,202,850	$	610,392	$	696,747	$	2,509,989
Intersegment sales	289		2,424		—		2,713
Reportable segment net sales	1,203,139		612,816		696,747		2,512,702
Segment cost of sales(1)	(943,396)		(438,212)		(496,671)		(1,878,279)
Segment selling, general and administrative expenses(2)	(115,239)		(56,929)		(89,278)		(261,446)
Reportable segment adjusted EBITDA	$	144,504	$	117,675	$	110,798	$	372,977
Depreciation and amortization							(192,855)
Corporate and Other							(117,309)
Interest expense							(201,567)
Foreign exchange loss							(6,786)
Other income, net							3,556
Loss before income taxes							$	(141,984)

The following table sets forth property, plant and equipment, net, and total assets disaggregated by reportable segment:


	June 28, 2025		December 31, 2024
Property, plant and equipment, net:
Aperture Solutions	$	357,230	$	377,786
Surface Solutions	190,781		193,235
Shelter Solutions	513,152		538,725
Property, plant and equipment, net by reportable segments	1,061,163		1,109,746
Corporate	21,011		17,291
Total property, plant and equipment, net	$	1,082,174	$	1,127,037

Total assets:
Aperture Solutions	$	2,965,205	$	2,896,080
Surface Solutions	1,783,245		1,810,815
Shelter Solutions	1,630,167		1,631,139
Total assets by reportable segment	6,378,617		6,338,034
Corporate	306,101		347,112
Total assets	$	6,684,718	$	6,685,146


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Note 16 — Supplemental Cash Flow Information

The following table sets forth supplemental cash flow information:


	Six Months Ended
	June 28, 2025		June 29, 2024
Supplemental cash flow information:
Interest paid, net of interest rate swaps	$	189,374	$	154,870
Income taxes paid	$	1,787	$	63,981
Capital expenditures included within accounts payable	$	4,022	$	3,630


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CORNERSTONE BUILDING BRANDS, INC.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following is management’s discussion and analysis of certain significant factors that have affected our consolidated financial condition and results of operations during the periods presented (the “MD&A”). This information should be read in conjunction with the Condensed Consolidated Financial Statements included herein “Item 1. Condensed Consolidated Financial Statements” and the Condensed Consolidated Financial Statements and the Notes thereto and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Form 10-K”).

Forward-Looking Statements

This Quarterly Report on Form 10-Q includes statements concerning our expectations, beliefs, plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements that are not historical facts. These statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those expressed or implied by these statements. In some cases, our forward-looking statements can be identified by the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “objective,” “plan,” “potential,” “predict,” “projection,” “should,” “will,” “target” or other similar words. Our forward-looking statements are based on management’s beliefs and assumptions, which are made using information available at the time the statements are made. We caution you that assumptions, beliefs, expectations, intentions and projections about future events may and often do vary materially from actual results. Therefore, we cannot assure you that actual results will not differ materially from those expressed or implied by our forward-looking statements. Accordingly, investors are cautioned not to place undue reliance on any forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, these expectations and the related statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those projected. These risks, uncertainties and other factors include, but are not limited to:

•Challenging macroeconomic conditions affecting the residential new construction and the repair and remodel end markets and the commercial construction market, including high interest rates;

•Commodity price volatility or limited availability of raw materials, including steel, polyvinyl chloride (“PVC”) resin, aluminum, and glass due to supply chain disruptions, including the impact of recently imposed tariffs;

•Increases in the macroeconomic inflationary environment and the impact on demand for our products and services;

•Our ability to identify and develop relationships with a sufficient number of qualified suppliers to mitigate risk in the event a significant supplier experiences a significant production or supply chain interruption, or the supplier undergoes quality and sourcing issues;

•Seasonality of the business and adverse weather conditions;

•The increasing difficulty for consumers and builders in obtaining credit or financing;

•Our ability to successfully implement operational efficiency initiatives and reduce costs while ensuring superior quality;

•Our ability to successfully achieve price increases to offset cost increases;

•Our ability to compete effectively against competitors;

•Our ability to successfully integrate our acquired businesses and to realize anticipated benefits;

•Our ability to employ, train and retain qualified personnel;

•Increases in labor costs, labor market pressures, potential labor disputes, union organizing activity and work stoppages at our facilities or the facilities of our suppliers;

•Increases in energy costs;

•Increases in freight and transportation costs;

•Volatility in the United States (“U.S.”) and international economies and in the credit markets;

•Additional impairments of our goodwill or intangible assets;

•Our ability to successfully develop new products or improve existing products;

•Enforcement and obsolescence of our intellectual property rights;

•Costs related to compliance with, violations of or liabilities under environmental, health and safety laws;

•Our ability to make strategic acquisitions accretive to earnings and dispositions at favorable prices and terms;

•Our ability to fund operations and provide increased working capital necessary to support our strategy and acquisitions using available liquidity;


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•Global climate change, and compliance with new or changed laws or regulations relating to sustainability;

•Breaches of our information system security measures;

•Damage to our computer infrastructure and software systems, as well as issues relating to the incorporation of artificial intelligence solutions into our systems;

•Necessary maintenance or replacements to our enterprise resource planning technologies;

•Our ability to remediate a material weakness in our internal control over financial reporting and maintain an effective system of internal control over financial reporting;

•Challenges resulting from import and trade restrictions, including recently imposed tariffs by the Trump administration, which may have varying impacts on our business or results of operations;

•Potential personal injury, property damage or product liability claims or other types of litigation;

•Compliance with certain laws related to our international business operations;

•Significant changes in factors and assumptions used to measure certain of our defined benefit plan obligations and the effect of actual investment returns on pension assets;

•Additional costs from new regulations which relate to the utilization or manufacturing of our products or services, including changes in building codes and standards;

•Our controlling stockholder’s interests differing from the interests of holders of our indebtedness;

•Our substantial indebtedness and our ability to incur substantially more indebtedness;

•Limitations that our debt agreements place on our ability to engage in certain business and financial transactions;

•Our ability to obtain financing on acceptable terms;

•Exchange rate fluctuations;

•Downgrades of our credit ratings;

•The effect of increased interest rates on our ability to service our debt; and

•Other risks detailed under the caption “Risk Factors” in this Quarterly Report on Form 10-Q and in Part I, Item 1A in the 2024 Form 10-K and other filings we make with the Securities Exchange Commission.

A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. We believe that we have chosen these assumptions or bases in good faith and that they are reasonable. However, we caution you that assumed facts or bases almost always vary from actual results and the differences between assumed facts or bases and actual results can be material, depending on the circumstances. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this report, including those described under the caption “Risk Factors” in Item 1A in this Quarterly Report on Form 10-Q and in Part I, Item 1A in the 2024 Form 10-K and other filings we make with the Securities and Exchange Commission. We expressly disclaim any obligations to release publicly any updates or revisions to these forward-looking statements to reflect any changes in our expectations unless the securities laws require us to do so.

Company Overview

Our Company

Cornerstone Building Brands, Inc. (“Cornerstone Building Brands”, together with its subsidiaries, unless the context requires otherwise, the “Company,” “we,” “us” or “our”) is a holding company incorporated in the State of Delaware. We are a leading manufacturer of exterior building products in North America by sales and serve residential and commercial customers across both the new construction and repair and remodel markets.

Our operations are organized as three reportable segments: Aperture Solutions, Surface Solutions and Shelter Solutions. We have:

•One of the broadest product offerings in our industry. Our total addressable market is diverse and expands across multiple geographies, end markets, channels and customers providing us with significant benefits.

•A leading market position in various North American markets we serve, including, among others, vinyl windows, vinyl siding, stone veneer installations, metal accessories, metal roofing and wall systems and engineered metal building systems.

•An extensive coast-to-coast network of manufacturing, distribution and branch office facilities throughout North America.

•A vertically integrated manufacturing process that enables us to deliver better service and positions us to be a cost-advantaged manufacturer.


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We are mindful of the harmful effects of global climate change, the contributions to climate change from manufacturing operations and the end-use of building construction products. We have made and continue to make progress on our work related to sustainability matters.

Tariffs

We are navigating through several external factors that create uncertainty and volatility in our operating environment, including, but not limited to, new tariffs and evolving trade policy. These rapidly changing policies and dynamics pose a risk to our supply chain and cost structure. Any new tariffs and/or trade restrictions that may be implemented could result in reduced overall economic activity and increased costs in operating our business, which, if unmitigated, could have a material adverse effect on our business, financial condition, and results of operations.

Results of Operations

The following table represents key results of operations on a consolidated basis for the interim periods indicated and the changes between periods:


	Three Months Ended						Six Months Ended
(Amounts in thousands)	June 28, 2025			June 29, 2024			June 28, 2025			June 29, 2024
Net sales	$	1,427,905		$	1,364,302		$	2,603,239		$	2,509,989
Gross profit	312,315			317,131			548,850			550,687
% of net sales	21.9		%	23.2		%	21.1		%	21.9		%
Selling, general and administrative expenses	269,954			247,029			525,336			487,874
% of net sales	18.9%			18.1%			20.2%			19.4%
Income from operations	42,361			70,102			23,514			62,813
% of net sales	3.0		%	5.1%			0.9		%	2.5%
Interest expense	(121,845)			(106,747)			(239,526)			(201,567)
Foreign exchange gain (loss)	4,053			(2,773)			3,740			(6,786)
Other income, net	1,043			673			1,470			3,556
Loss before income taxes	(74,388)			(38,745)			(210,802)			(141,984)
Income tax (benefit)	(14,420)			(31,524)			(40,210)			(16,190)
Net loss	$	(59,968)		$	(7,221)		$	(170,592)		$	(125,794)
Non-GAAP financial measure – Adjusted EBITDA*	$	178,466		$	197,857		$	270,349		$	304,798
% of net sales	12.5		%	14.5		%	10.4		%	12.1		%
* Refer to Non-GAAP Financial Measures for further discussion.

Net sales increased $63.6 million, or 4.7%, for the three months ended June 28, 2025, compared to the comparable prior year period, and increased $93.3 million, or 3.7%, for the six months ended June 28, 2025 compared to the comparable prior year period, mainly due to the strategic acquisitions of Harvey Building Products Corp. (“Harvey”) in April 2024 and Mueller Supply Company, Inc. (“Mueller”) in July 2024. For the three months ended June 28, 2025, the increase from the Mueller acquisition is partially offset by lower volumes across the Aperture Solutions and Surface Solutions reportable segments and across all reportable segments for the six months ended June 28, 2025.

Gross profit as a percentage of net sales was 21.9% for the three months ended June 28, 2025, compared to 23.2% for the comparable prior year period, and 21.1% for the six months ended June 28, 2025 compared to 21.9% for the comparable prior year period. The decrease in margin was primarily driven by lower average selling price, higher manufacturing input costs due to inflation, and reduced operating leverage resulting from lower sales volume.

Selling, general and administrative expenses increased $22.9 million, for the three months ended June 28, 2025, compared to the comparable prior year period, and increased $37.5 million for the six months ended June 28, 2025 compared to the comparable prior year period. The Company incurred higher employee related expenses and depreciation and amortization during the current year primarily due to the acquisitions of Harvey and Mueller during 2024. These increases are partially offset by sales and incentive compensation related expenses due to reduced volumes, excluding acquisition impacts.


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Interest expense increased $15.1 million for the three months ended June 28, 2025, compared to the comparable prior year period and increased $38.0 million for the six months ended June 28, 2025 compared to the comparable prior period. The following table sets forth the components of interest expense:


	Three Months Ended				Six Months Ended
(Amounts in thousands)	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
Interest on outstanding borrowings	$	103,889	$	95,170	$	203,601	$	179,098
Cash impact of interest rate swaps	(8,796)		(12,992)		(17,646)		(26,011)
Amortization of interest rate swap fair value(1)	2,893		3,028		5,855		5,990
Amortization of debt discount, debt issuance costs and purchase accounting fair value adjustment(1)	23,772		21,465		46,981		42,379
Other	87		76		735		111
Total interest expense	$	121,845	$	106,747	$	239,526	$	201,567

(1)The fair value adjustments were made in connection with the Merger in July 2022.

Foreign exchange gain (loss) was $4.1 million of gains for the three months ended June 28, 2025, compared to $2.8 million of losses for the three months ended June 29, 2024 and $3.7 million of gains for the six months ended June 28, 2025 compared to $6.8 million of losses for the six months ended June 29, 2024. The changes period over period are attributable to foreign exchange rate changes on intercompany loans based in Canadian currency.

Other income, net, increased $0.4 million for the three months ended June 28, 2025, compared to the comparable prior year period, and decreased $2.1 million for the six months ended June 28, 2025, compared to the comparable prior period. These fluctuations are mainly due to changes in interest income earned on our cash and cash equivalents year over year.

Income tax benefit decreased $17.1 million for the three-month period ended June 28, 2025 compared to the comparable prior period and increased $24.0 million for the six months ended June 28, 2025 compared to the comparable prior period. The change was mainly due to an increase in pre-tax book losses during the six months ended June 28, 2025 compared to the six months ended June 29, 2024, in addition to a tax benefit related to executive compensation.

The One Big Beautiful Bill Act (“OBBBA”) was enacted on July 4, 2025. The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act of 2017, including 100% bonus depreciation, domestic research cost expensing and the business interest expense limitation, among other tax changes. Many of the tax provisions of the OBBBA are designed to accelerate tax deductions, which we expect will lead to lower cash tax payments for 2025. The Company continues to evaluate the impact on its overall financial position.


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Reportable Segment Results of Operations

The following table sets forth the continuing results of operations for our reportable segments:


	Three Months Ended				Six Months Ended
(Amounts in thousands)	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
Reportable segment net sales:
Aperture Solutions	$	665,800	$	673,190	$	1,223,545	$	1,203,139
Surface Solutions	325,155		337,414		565,833		612,816
Shelter Solutions	438,577		355,236		816,645		696,747
Intersegment net sales	(1,627)		(1,538)		(2,784)		(2,713)
Total net sales	$	1,427,905	$	1,364,302	$	2,603,239	$	2,509,989

Net sales, third party customers:
Aperture Solutions	$	665,577	$	673,010	$	1,223,187	$	1,202,850
Surface Solutions	323,751		336,056		563,407		610,392
Shelter Solutions	438,577		355,236		816,645		696,747
Total net sales	$	1,427,905	$	1,364,302	$	2,603,239	$	2,509,989

Reportable segment adjusted EBITDA*
Aperture Solutions	$	79,920	$	99,624	$	122,287	$	144,504
Surface Solutions	67,727		74,440		99,222		117,675
Shelter Solutions	66,229		54,721		118,064		110,798
Corporate and Other	(48,363)		(60,145)		(89,156)		(117,309)
Depreciation and amortization	(123,152)		(98,538)		(226,903)		(192,855)
Income from operations	$	42,361	$	70,102	$	23,514	$	62,813

* Refer to Non-GAAP Financial Measures for further discussion.

Aperture Solutions

The following table sets forth the continuing results of operations for the Aperture Solutions reportable segment:


	Three Months Ended						Six Months Ended
(Amounts in thousands)	June 28, 2025			June 29, 2024			June 28, 2025			June 29, 2024
Reportable segment net sales:	$	665,800		$	673,190		$	1,223,545		$	1,203,139
Net sales, third party customers:	$	665,577		$	673,010		$	1,223,187		$	1,202,850
Reportable segment adjusted EBITDA*	$	79,920		$	99,624		$	122,287		$	144,504
% of net sales	12.0		%	14.8		%	10.0		%	12.0		%
Depreciation and amortization	$	60,239		$	44,826		$	104,198		$	86,264

* Refer to Non-GAAP Financial Measures for further discussion.

Reportable segment net sales for the three months ended June 28, 2025 decreased $7.4 million, or 1.1%, and for the six months ended June 28, 2025 increased $20.4 million, or 1.7% mainly driven by the strategic acquisition of Harvey in April 2024, partially offset by lower volumes.

Reportable segment adjusted EBITDA for the three months ended June 28, 2025 decreased $19.7 million and for the six months ended June 28, 2025 decreased $22.2 million, mainly driven by lower volumes and an unfavorable price net of inflation, partially offset by favorable product mix, manufacturing net efficiencies and the strategic acquisition of Harvey in April 2024.


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Surface Solutions

The following table sets forth the continuing results of operations for the Surface Solutions reportable segment:


	Three Months Ended						Six Months Ended
(Amounts in thousands)	June 28, 2025			June 29, 2024			June 28, 2025			June 29, 2024
Reportable segment net sales:	$	325,155		$	337,414		$	565,833		$	612,816
Net sales, third party customers:	$	323,751		$	336,056		$	563,407		$	610,392
Reportable segment adjusted EBITDA*	$	67,727		$	74,440		$	99,222		$	117,675
% of net sales	20.9		%	22.2		%	17.6		%	19.3		%
Depreciation and amortization	$	27,039		$	25,423		$	50,959		$	51,953

* Refer to Non-GAAP Financial Measures for further discussion.

Reportable segment net sales for the three months ended June 28, 2025 decreased $12.3 million, or 3.6%, and for the six months ended June 28, 2025 decreased $47.0 million or 7.7%, primarily driven by lower volumes.

Reportable segment adjusted EBITDA for the three months ended June 28, 2025 decreased $6.7 million, and for the six months ended June 28, 2025 decreased $18.5 million, mainly driven by lower volumes and material inflation, partially offset by manufacturing net efficiencies and decreased selling, general and administrative expenses.

Shelter Solutions

The following table sets forth the continuing results of operations for the Shelter Solutions reportable segment:


	Three Months Ended						Six Months Ended
(Amounts in thousands)	June 28, 2025			June 29, 2024			June 28, 2025			June 29, 2024
Reportable segment net sales:	$	438,577		$	355,236		$	816,645		$	696,747
Net sales, third party customers:	$	438,577		$	355,236		$	816,645		$	696,747
Reportable segment adjusted EBITDA*	$	66,229		$	54,721		$	118,064		$	110,798
% of net sales	15.1		%	15.4		%	14.5		%	15.9		%
Depreciation and amortization	$	34,443		$	27,510		$	69,127		$	53,148

* Refer to Non-GAAP Financial Measures for further discussion.

Reportable segment sales for the three months ended June 28, 2025 increased $83.3 million, or 23.5%, and for the six months ended June 28, 2025 increased $119.9 million, or 17.2%, mainly driven by the strategic acquisition of Mueller in July 2024, partially offset by lower average selling prices.

Reportable segment adjusted EBITDA for the three months ended June 28, 2025 increased $11.5 million, and for the six months ended June 28, 2025 increased $7.3 million, mainly due to the acquisition of Mueller in July 2024 and manufacturing net efficiencies partially offset by unfavorable price net of inflation.

Corporate and Other

The following table sets forth the continuing operations for Corporate:


	Three Months Ended				Six Months Ended
(Amounts in thousands)	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
Corporate costs	$	35,410	$	30,928	$	69,224	$	68,179
Long-term incentive plan compensation (1)	2,526		4,909		(1,017)		15,423
Strategic development and acquisition related costs (2)	3,095		9,232		8,378		13,306
Amortization of acquisition related step-up adjustments (3)	1,843		841		3,603		1,180
Facility closure charges and employee separation (4)	184		1,231		1,246		2,757
Other(5)	5,305		13,004		7,722		16,464
Total Corporate and Other	$	48,363	$	60,145	$	89,156	$	117,309

(1)Represents charges related to the Company’s equity-based compensation plans, including the effects of employee terminations.


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(2)Costs related to strategic projects, acquisitions and merger activity.

(3)Costs associated with non-cash purchase accounting valuations for lease right-of-use assets and inventory.

(4)Represents charges related to the Company’s manufacturing footprint and certain employee separation costs.

(5)Represents charges related to legal fees and settlements and a fair value adjustment related to contingent consideration on the MAC Metal acquisition.

Corporate costs increased $4.5 million for the three months ended June 28, 2025, and increased $1.0 million for the six months ended June 28, 2025, mainly due to an increase in Company-wide shared service expenses allocated to the reportable segments.

Depreciation and Amortization

The following table sets forth depreciation and amortization:


	Three Months Ended				Six Months Ended
(Amounts in thousands)	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
Depreciation:
Cost of sales	$	57,168	$	41,080	$	96,071	$	82,012
Selling, general and administrative expenses	12,561		8,493		24,135		14,644
Total depreciation	69,729		49,573		120,206		96,656
Amortization — Selling, general and administrative expenses	53,423		48,965		106,697		96,199
Total depreciation and amortization	$	123,152	$	98,538	$	226,903	$	192,855

Depreciation and amortization increased $24.6 million for the three months ended June 28, 2025 and increased $34.0 million for the six months ended June 28, 2025, mainly due to the acquisitions of Harvey in April 2024 and Mueller in July 2024.

Liquidity and Capital Resources

Our main liquidity and capital resource needs are payments to service our debt, ongoing operations and working capital requirements, capital expenditures and the cost of acquisitions. Our primary source of liquidity is cash generated from our continuing operations, and borrowings under our credit facilities. We believe that funds provided by these sources will be adequate to meet our liquidity and capital resource needs for at least the next 12 months under current operating conditions.

We may from time to time take steps to reduce our debt. These actions may include repurchases or opportunistic refinancing of debt. The amount of debt, if any, that may be repurchased or refinanced will depend on market conditions, trading levels of our debt, our cash position, compliance with debt covenants and other considerations. Our affiliates may also purchase our debt from time to time, through open market purchases or other transactions. In such cases, our debt may not be retired, in which case we would continue to pay interest in accordance with the terms of such debt and we would continue to reflect the debt as outstanding in our Condensed Consolidated Balance Sheets.


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The following table sets forth our total net liquidity position as of June 28, 2025:


(Amounts in thousands)	Amount
Cash and cash equivalents	$	171,331
Revolving credit facilities:
Asset-based lending facility(1)	850,000
Cash flow revolving facility	92,000
First-in-last-out tranche asset-based lending facility	95,000
Total revolving credit facilities	1,037,000
Less:
Debt issued under the facilities	325,000
Letters of credit outstanding and priority payables	67,919
Net credit facility	644,081
Net liquidity	$	815,412

(1) Borrowing availability under the ABL Facilities is determined based on specified percentages of the value of eligible inventory, accounts receivable, less certain allowances and subject to certain other adjustments as set forth in the ABL Credit Agreement. Availability is also reduced by issuance of letters of credit.

Cash Flows


	Six Months Ended
(Amounts in thousands)	June 28, 2025		June 29, 2024
Net cash flows used in operating activities	$	(132,206)	$	(206,460)
Net cash flows used in investing activities	$	(67,510)	$	(549,996)
Net cash flows from financing activities	$	210,012	$	408,563

Cash Flows Used in Operating Activities

Net cash used in operating activities was $(132.2) million for the six months ended June 28, 2025, an increase from the $(206.5) million used in operations in the prior year. The increase is due to lower income taxes paid and favorable working capital, offset by lower cash-based results from operations.

Cash Flows Used in Investing Activities

Net cash used in investing activities was $(67.5) million for the six months ended June 28, 2025 compared to $(550.0) million used in investing activities for the six months ended June 29, 2024. The $482.5 million increase is mainly driven by the acquisitions of Harvey and Mueller during the prior year and reduced spending on capital expenditures during the current year compared to the prior year.

Cash Flows From Financing Activities

Our main uses of cash for financing activities include activity to repurchase and make payments on our long-term debt and distributions to our direct parent Camelot Return Intermediate Holdings, LLC, (“Camelot Parent”). Our main sources of cash from financing activities include the proceeds from issuances of debt.

Net cash from financing activities was $210.0 million for the six months ended June 28, 2025 compared to $408.6 million from financing activities for the six months ended June 29, 2024. The decrease of $198.6 million is driven by a decrease of $270.0 million in borrowings from our term loan facility and a decrease of $160.0 million in net short-term borrowings in the current year compared with the prior year. These decreases in borrowings are partially offset by a payment of contingent consideration of $11.5 million made during the three months ended June 28, 2025 as part of the acquisition of MAC Metal and a dividend payment of $231.6 million made to Camelot Parent during the prior year.


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Contingent Liabilities and Commitments

Leases

We have leases for certain manufacturing, warehouse, distribution locations, offices, vehicles and equipment. As of June 28, 2025 the Company had total future lease payments of $657.5 million, with $89.1 million payable within 12 months.

Debt

We have certain debt instruments outstanding. As of June 28, 2025 the Company had total future payments of $5.1 billion, with $42.5 million payable within 12 months. See Note 7 in the Notes to the Condensed Consolidated Financial Statements for additional information.

Non-GAAP Financial Measures

We use several measures derived from consolidated financial information, but not presented in our Condensed Consolidated Financial Statements prepared in accordance with accounting principles generally accepted in the U.S (“U.S. GAAP”). These measures are considered non-GAAP financial measures. Specifically, we refer to adjusted EBITDA in this report, which is a non-GAAP financial measure. Our non-GAAP financial measure is not intended to replace the presentation of the comparable measure under U.S. GAAP. However, we believe the presentation of the non-GAAP financial measure, when considered together with the comparable U.S. GAAP financial measure, along with a reconciliation to its respective U.S. GAAP financial measure, assists investors in understanding the factors and trends affecting our underlying business that could not be obtained absent these disclosures. Additionally, we believe that the presentation of our non-GAAP financial measure enables investors to evaluate trends in the business excluding certain items which are not entirely a result of our base operations.

Furthermore, the presentation of this non-GAAP financial measure supplements other metrics we use to internally evaluate our business and facilitates the comparison of past and present operations. The non-GAAP financial measure we use may differ from non-GAAP financial measures used by other companies and other companies may not define non-GAAP financial measures we use in the same way.

Reconciliation of Net Loss to Adjusted EBITDA

The following table presents the reconciliation of net loss to Adjusted EBITDA:


	Three Months Ended				Six Months Ended
(Amounts in thousands)	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
Net loss	$	(59,968)	$	(7,221)	$	(170,592)	$	(125,794)
Interest expense	121,845		106,747		239,526		201,567
Foreign exchange (gain) loss	(4,053)		2,773		(3,740)		6,786
Other income, net	(1,043)		(673)		(1,470)		(3,556)
Income tax (benefit)	(14,420)		(31,524)		(40,210)		(16,190)
Income from operations	42,361		70,102		23,514		62,813
Depreciation and amortization	123,152		98,538		226,903		192,855
Long-term incentive plan compensation(1)	2,526		4,909		(1,017)		15,423
Strategic development and acquisition related costs (2)	3,095		9,232		8,378		13,306
Amortization of acquisition related step-up adjustments(3)	1,843		841		3,603		1,180
Facility closure charges and employee separation(4)	184		1,231		1,246		2,757
Other(5)	5,305		13,004		7,722		16,464
Adjusted EBITDA	$	178,466	$	197,857	$	270,349	$	304,798

(1)Represents charges related to the Company’s equity-based compensation plans.

(2)Costs related to strategic projects, acquisitions and merger activity.

(3)Costs associated with non-cash purchase accounting valuations for lease right-of-use assets and inventory.

(4)Represents charges related to the Company’s manufacturing footprint and certain employee separation costs.

(5)Represents charges related to legal fees and settlements and a fair value adjustment related to contingent consideration on the MAC Metal acquisition.


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See Part I, Item 1, “Condensed Consolidated Financial Statements”, Note 15 included herein, for the reconciliation of reportable segment adjusted EBITDA to loss before income taxes. Reportable segment adjusted EBITDA is the only measure of segment profit used by our chief operating decision maker.

Critical Accounting Estimates

There have been no material changes in our critical accounting policies and estimates during the six months ended June 28, 2025. Refer to the 2024 Form 10-K for a description of the Company’s critical accounting estimates.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no significant changes in our exposure to market risk during the six months ended June 28, 2025. Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 for a description of the Company’s market risks.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, under the supervision and participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of June 28, 2025. Based on the evaluation of our disclosure controls and procedures, our CEO and CFO concluded that, as of June 28, 2025, our disclosure controls and procedures were not effective due to the material weakness in our internal control over financial reporting as described below.

Notwithstanding the material weakness in our internal control over financial reporting, management has concluded that the unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with U.S. GAAP.

Material Weakness in Internal Control over Financial Reporting

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

Details on Previously Reported Material Weakness

In our Form 10-Q for the period ended September 28, 2024, management identified a material weakness in our internal control over financial reporting that arose from the ineffective application of the software development life cycle (“SDLC”) information technology general control. Specifically, the Company determined that the assigned team members lacked the requisite knowledge and experience to develop functional requirements, configure the system, and complete user acceptance tests sufficient to fully test the enterprise resource planning system prior to going live.

Remediation Efforts to Address the Material Weakness

Management has evaluated the deficiency described above and developed a remediation plan designed to strengthen our SDLC processes across the organization. The remediation plan includes: (i) updating and enhancing the SDLC control framework to guide future implementations, (ii) updating and enhancing the SDLC policy document to outline processes and governance requirements, (iii) conducting targeted training to reinforce policy updates and foster awareness, and (iv) applying the policy and control enhancements to existing and ongoing projects. The material weakness will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are designed and operating effectively. The remediation plan is subject to ongoing management review, as well as oversight by the Audit Committee of our Board of Directors.

Changes in Internal Control over Financial Reporting

Except for the material weakness identified by management and described above, there were no other changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the period ended June 28, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


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CORNERSTONE BUILDING BRANDS, INC.

PART II — OTHER INFORMATION

Item 1. Legal Proceeding.

See Part I, Item 1, “Condensed Consolidated Financial Statements”, Note 14 — Commitments and Contingencies, which is incorporated herein by reference.

Item 1A. Risk Factors.

In addition to the information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed under “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Form 10-K”). The risks disclosed in the 2024 Form 10-K, and information provided elsewhere in this report, could materially affect our business, financial condition or results of operations. Additional risks and uncertainties not currently known, or that we currently deem to be immaterial, may materially adversely affect our business, financial condition or results of operations. We believe there have been no other material changes in our risk factors from those disclosed in the 2024 Form 10-K.


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Item 6. Exhibits.

Index to Exhibits


Exhibit No.						Description
*31.1						Rule 13a-14(a)/15d-14(a) Certifications (Section 302 of the Sarbanes-Oxley Act of 2002)
*31.2						Rule 13a-14(a)/15d-14(a) Certifications (Section 302 of the Sarbanes-Oxley Act of 2002)
**32.1						Certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (Section 906 of the Sarbanes-Oxley Act of 2002)
**32.2						Certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (Section 906 of the Sarbanes-Oxley Act of 2002)
*101.INS						Inline XBRL Instance Document
*101.SCH						Inline XBRL Taxonomy Extension Schema Document
*101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document
*101.DEF						Inline XBRL Taxonomy Definition Linkbase Document
*101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document
*101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document
104						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)


			*			Filed herewith
			**			Furnished herewith
			†			Management contracts or compensatory plans or arrangements


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	CORNERSTONE BUILDING BRANDS, INC.

Date: August 5, 2025	By:	/s/ Jeffrey S. Lee
		Jeffrey S. Lee
		Executive Vice President and Chief Financial Officer


Date: August 5, 2025	By:	/s/ Tina Beskid
		Tina Beskid
		Senior Vice President and Chief Accounting Officer