JELD-WEN Holding, Inc.

Previous wording

•Consolidated Results of Operations and Operating Results by Business Segment. This section provides our analysis and outlook for the significant line items on our consolidated statements of operations, as well as other information that we deem meaningful to an understanding of our results of operations on both a consolidated basis and a business segment basis.

Current wording

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

Previous wording

On July 4, 2025, President Trump signed into law the OBBBA, which makes permanent key elements of the Tax Cuts and Jobs Act, including accelerated tax deductions for qualified property and research expenditures, modification of the business interest expense limitation, and changes to the international tax framework. We are currently assessing the impact of the legislation on our consolidated financial statements and our business.

Current wording

On July 4, 2025, President Trump signed into law the OBBBA, which makes permanent key elements of the Tax Cuts and Jobs Act, including accelerated tax deductions for qualified property and research expenditures, modification of the business interest expense limitation, and changes to the international tax framework. The legislation did not have a material impact on our consolidated financial statements or our business.

Previous wording

Net Revenues– Net revenues decreased $162.3 million, or 16.5%, to $823.7 million in the three months ended June 28, 2025, from $986.0 million in the three months ended June 29, 2024. The decrease in net revenues was primarily driven by a decrease in Core Revenues of 13% and a decrease in net revenues from the court-ordered divestiture of Towanda of 5%. These were partially offset by a favorable foreign exchange impact of 1%. The decline in Core Revenues was driven by a 14% decrease in volume/mix, partially offset by a 1% benefit from price realization.

Current wording

Net Revenues– Net revenues decreased $125.2 million, or 13.4%, to $809.5 million in the three months ended September 27, 2025, from $934.7 million in the three months ended September 28, 2024. The decrease in net revenues was primarily driven by a decrease in Core Revenues of 10% and a decrease in net revenues from the court-ordered divestiture of Towanda of 5%. These were partially offset by a favorable foreign exchange impact of 2%. The decline in Core Revenues was driven by an 11% decrease in volume/mix, partially offset by a 1% benefit from price realization.

Previous wording

Gross Margin– Gross margin decreased $46.6 million, or 24.5%, to $143.4 million in the three months ended June 28, 2025, from $190.0 million in the three months ended June 29, 2024. Gross margin as a percentage of net revenues was 17.4% in the three months ended June 28, 2025, compared to 19.3% in the three months ended June 29, 2024. The decrease in gross margin percentage was primarily due to the decremental impact of volume/mix, partially offset by favorable productivity.

Current wording

Gross Margin– Gross margin decreased $39.0 million, or 21.7%, to $140.9 million in the three months ended September 27, 2025, from $179.9 million in the three months ended September 28, 2024. Gross margin as a percentage of net revenues was 17.4% in the three months ended September 27, 2025, compared to 19.2% in the three months ended September 28, 2024. The decrease in gross margin percentage was primarily due to the decremental impact of volume/mix and negative price/cost, partially offset by favorable productivity.

Previous wording

SG&A– SG&A decreased $20.0 million, or 11.9%, to $148.5 million in the three months ended June 28, 2025, from $168.5 million in the three months ended June 29, 2024. SG&A as a percentage of net revenues increased to 18.0% in the three months ended June 28, 2025, from 17.1% in the three months ended June 29, 2024. The decrease in SG&A was primarily due to decreased professional fees, including non-recurring transformation journey expenses, and lower labor expenses driven by a reduction in headcount.

Current wording

SG&A– SG&A decreased $5.6 million, or 3.9%, to $137.7 million in the three months ended September 27, 2025, from $143.3 million in the three months ended September 28, 2024. SG&A as a percentage of net revenues increased to 17.0% in the three months ended September 27, 2025, from 15.3% in the three months ended September 28, 2024. The decrease in SG&A was primarily due to decreased professional fees, including non-recurring transformation journey expenses, and lower advertising and promotion expenses, partially offset by higher performance-based variable compensation expense and a net gain on the sale of our St. Kitts business recorded in the prior year.

Previous wording

Goodwill Impairment– Goodwill impairment charges of $137.7 million in the six months ended June 28, 2025, relate to goodwill impairment charges in our North America reporting unit. Refer to Note 6 –Goodwill to our consolidated financial statements included in this Form 10-Q for more information.

Current wording

Goodwill Impairment– Goodwill impairment charges of $196.9 million in the three months ended September 27, 2025, relate to goodwill impairment charges associated with our North America and Europe reporting units. Goodwill impairment charges of $63.4 million in the three months ended September 28, 2024, relate to goodwill impairment charges associated with our Europe reporting unit. For more information, refer to Note 6 –Goodwillof our consolidated financial statements included in this Form 10-Q.

Previous wording

Restructuring and Asset-Related Charges– Restructuring and asset-related charges decreased $7.6 million, or 46.2% to $8.8 million in the three months ended June 28, 2025, from $16.4 million in the three months ended June 29, 2024. The decrease in restructuring and asset-related charges was primarily due to a decrease in charges incurred to transform the operating structure of our Europe segment and to close certain manufacturing facilities in our North America and European segments. Refer to Note 16 - Restructuring and Asset-Related Charges to our consolidated financial statements included in this Form 10-Q for more information.

Current wording

Restructuring and Asset-Related Charges, Net– Restructuring and asset-related charges, net decreased $16.7 million, or 65.4% to $8.8 million in the three months ended September 27, 2025, from $25.5 million in the three months ended September 28, 2024. The decrease in restructuring and asset-related charges, net was primarily due to a decrease in charges incurred to transform the operating structure of our Europe segment and to close certain manufacturing facilities in our North America and Europe segments. Refer to Note 16 - Restructuring and Asset-Related Charges, Net to our consolidated financial statements included in this Form 10-Q for more information.

Previous wording

Interest Expense, Net– Interest expense, net, decreased $0.1 million, or 0.5%, to $16.5 million in the three months ended June 28, 2025, from $16.6 million in the three months ended June 29, 2024. The decrease in interest expense, net was primarily due to lower interest on the Term Loan Facility resulting from a partial repayment of principal during the third quarter of 2024 and lower interest rate in the current period, partially offset by a higher principal balance and higher interest rate on our Senior Notes issued during the third quarter of 2024 and maturing in 2032.

Current wording

Interest Expense, Net– Interest expense, net, increased $1.1 million, or 6.8%, to $17.4 million in the three months ended September 27, 2025, from $16.3 million in the three months ended September 28, 2024. The increase in interest expense, net was primarily due to a decrease in interest income due to lower cash equivalents balances and higher principal balance and a higher interest rate on our Senior Notes issued during the third quarter of 2024 and maturing in 2032, partially offset by lower interest on the Term Loan Facility resulting from a partial repayment of principal during the third quarter of 2024 and a lower interest rate in the current period.

Previous wording

Other Income, Net– Other income, net increased $2.1 million, or 84.8%, to $4.6 million in the three months ended June 28, 2025, from $2.5 million in the three months ended June 29, 2024. Other income, net in the three months ended June 28, 2025, primarily consisted of income from a legal settlement of $3.8 million and cash received on investments in real estate of $0.9 million, partially offset by pension expense of $0.9 million. Other income, net in the three months ended June 29, 2024, primarily consisted of recovery of the JW Australia transition services costs incurred of $2.4 million. Refer to Note 18 - Other Income, Net to our consolidated financial statements included in this Form 10-Q for more information.

Current wording

Other Income, Net– Other income, net decreased $2.4 million, or 68.3%, to $1.1 million in the three months ended September 27, 2025, from $3.5 million in the three months ended September 28, 2024. Other income, net in the three months ended September 27, 2025, consisted primarily of cash received on real estate investments of $2.9 million, partially offset by foreign currency losses, net of $1.9 million. Other income, net in the three months ended September 28, 2024, consisted primarily of cash received on real estate investments of $3.2 million. Refer to Note 18 - Other Income, Net to our consolidated financial statements included in this Form 10-Q for more information.

Previous wording

Income Tax (Benefit) Expense– Income tax benefit was $3.5 million in the three months ended June 28, 2025, compared to income tax expense of $9.6 million in the three months ended June 29, 2024. The effective tax rate in the three months ended June 28, 2025, was 13.6%. The effective tax rate for the three months ended June 28, 2025, was primarily driven by losses for jurisdictions for which there is a full valuation allowance in the quarter and $0.6 million of discrete tax expense attributable to share-based compensation. The effective tax rate in the three months ended June 29, 2024, was (107.1)%. The effective tax rate for the three months ended June 29, 2024, was primarily driven by $7.7 million of tax expense on uncertain tax positions relating primarily to a historical income tax audit and $2.2 million of valuation expense recorded against our U.S. state tax attributes, as well as losses for jurisdictions for which there is a full valuation allowance in the quarter. Refer to Note 11 -Income Taxes to our consolidated financial statements included in this Form 10-Q for more information.

Current wording

Income Tax Expense– Income tax expense was $148.7 million in the three months ended September 27, 2025, compared to $7.3 million in the three months ended September 28, 2024. The effective tax rate in the three months ended September 27, 2025, was (68.0)%. The effective tax rate for the three months ended September 27, 2025, was primarily driven by losses for jurisdictions for which there is a full valuation allowance in the quarter, $115.0 million of discrete tax expense attributable to the valuation allowance on domestic tax attributes, and $5.1 million of discrete tax expense related to withholding tax accrued on certain foreign undistributed earnings from prior years. The effective tax rate in the three months ended September 28, 2024, was (11.0)%. The effective tax rate for the three months ended September 28, 2024, was primarily driven by $2.6 million of valuation expense recorded against our U.S. state tax attributes, $2.4 million of tax expense on uncertain tax positions relating primarily to a historical income tax audit, and losses for jurisdictions for which there is a full valuation allowance in the quarter. Refer to Note 11 -Income Taxes to our consolidated financial statements included in this Form 10-Q for more information.

Previous wording

Gain on Sale of Discontinued Operations, net of tax– The $0.8 million gain on sale of discontinued operations, net of tax is related to the July 2, 2023, sale of JW Australia resulting from the release of the reserve associated with purchases under a supply agreement.

Current wording

Loss on Sale of Discontinued Operations, net of tax– The $1.4 million loss on sale of discontinued operations, net of tax in the three months ended September 28, 2024, is related to the July 2, 2023, sale of JW Australia and is due to settlement of an outstanding tax liability related to JW Australia.

Previous wording

Net Revenues– Net revenues decreased $345.4 million, or 17.8%, to $1,599.7 million in the six months ended June 28, 2025, from $1,945.1 million in the six months ended June 29, 2024. The decrease in net revenues was primarily driven by a decrease in Core Revenues of 14% and a decrease in net revenues from the court-ordered divestiture of Towanda of 4%. The decline in Core Revenues was driven by a 15% decrease in volume/mix, partially offset by a 1% benefit from price realization.

Current wording

Net Revenues– Net revenues decreased $470.6 million, or 16.3%, to $2,409.2 million in the nine months ended September 27, 2025, from $2,879.9 million in the nine months ended September 28, 2024. The decrease in net revenues was primarily driven by a decrease in Core Revenues of 13% and a decrease in net revenues from the court-ordered divestiture of Towanda of 4%. The decline in Core Revenues was driven by a 14% decrease in volume/mix, partially offset by a 1% benefit from price realization.

Previous wording

Gross Margin– Gross margin decreased $107.1 million, or 29.5%, to $255.5 million in the six months ended June 28, 2025, from $362.6 million in the six months ended June 29, 2024. Gross margin as a percentage of net revenues was 16.0% in the six months ended June 28, 2025, compared to 18.6% in the six months ended June 29, 2024. The decrease in gross margin percentage was primarily due to the decremental impact of volume/mix and unfavorable productivity.

Current wording

Gross Margin– Gross margin decreased $146.1 million, or 26.9%, to $396.4 million in the nine months ended September 27, 2025, from $542.5 million in the nine months ended September 28, 2024. Gross margin as a percentage of net revenues was 16.5% in the nine months ended September 27, 2025, compared to 18.8% in the nine months ended September 28, 2024. The decrease in gross margin percentage was primarily due to the decremental impact of volume/mix and negative price/cost, partially offset by favorable productivity.

Previous wording

SG&A– SG&A decreased $58.0 million, or 16.5%, to $293.2 million in the six months ended June 28, 2025, from $351.3 million in the six months ended June 29, 2024. SG&A as a percentage of net revenues increased to 18.3% in the six months ended June 28, 2025, from 18.1% in the six months ended June 29, 2024. The decrease in SG&A was primarily due to a decrease in professional fees, including non-recurring transformation journey expenses, lower salaries and benefits driven by a reduction in headcount, lower amortization expense resulting from accelerated amortization in the prior year for an ERP that we are no longer utilizing after we completed our related obligations under the JW Australia Transition Services Agreement during the first quarter of 2024, as well as lower advertising and promotion expenses.

Current wording

SG&A– SG&A decreased $63.6 million, or 12.9%, to $431.0 million in the nine months ended September 27, 2025, from $494.5 million in the nine months ended September 28, 2024. SG&A as a percentage of net revenues increased to 17.9% in the nine months ended September 27, 2025, from 17.2% in the nine months ended September 28, 2024. The decrease in SG&A was primarily due to a decrease in professional fees, including non-recurring transformation journey expenses, lower salaries and benefits driven by a reduction in headcount, lower amortization expense resulting from accelerated amortization in the prior year for an ERP that we are no longer utilizing after we completed our related obligations under the JW Australia Transition Services Agreement during the first quarter of 2024, as well as lower advertising and promotion expenses. These were partially offset by higher performance-based variable compensation expense and a net gain on the sale of our St. Kitts business recorded in the prior year.

Previous wording

Restructuring and Asset-Related Charges– Restructuring and asset-related charges decreased $11.1 million, or 32.2% to $23.4 million in the six months ended June 28, 2025, from $34.5 million in the six months ended June 29, 2024. The decrease in restructuring and asset-related charges was primarily due to a decrease in charges incurred to close certain manufacturing facilities in our North America and Europe segments and to transform the operating structure of our Europe segment. Refer to Note 16 - Restructuring and Asset-Related Charges to our consolidated financial statements included in this Form 10-Q for more information.

Current wording

Restructuring and Asset-Related Charges, Net– Restructuring and asset-related charges, net decreased $27.8 million, or 46.3% to $32.2 million in the nine months ended September 27, 2025, from $60.0 million in the nine months ended September 28, 2024. The decrease in restructuring and asset-related charges, net was primarily due to a decrease in charges incurred to close certain manufacturing facilities in our North America and Europe segments and to transform the operating structure of our Europe segment. Refer to Note 16 - Restructuring and Asset-Related Charges, Net to our consolidated financial statements included in this Form 10-Q for more information.

Previous wording

Interest Expense, Net– Interest expense, net, decreased $0.9 million, or 2.6%, to $31.4 million in the six months ended June 28, 2025, from $32.3 million in the six months ended June 29, 2024. The decrease in interest expense, net was primarily due to lower interest on the Term Loan Facility resulting from a partial repayment of principal during the third quarter of 2024 and lower interest rate in the current period, partially offset by a higher principal balance and higher interest rate on our Senior Notes issued during the third quarter of 2024 and maturing in 2032.

Current wording

Interest Expense, Net– Interest expense, net, increased $0.3 million, or 0.5%, to $48.8 million in the nine months ended September 27, 2025, from $48.6 million in the nine months ended September 28, 2024. The increase in interest expense, net was primarily due to a higher principal balance and a higher interest rate on our Senior Notes issued during the third quarter of 2024 and maturing in 2032 and a decrease in interest income due to lower cash equivalents balances, partially offset by lower interest on the Term Loan Facility resulting from a partial repayment of principal during the third quarter of 2024 and a lower interest rate in the current period.

Previous wording

Loss on Extinguishment and Refinancing of Debt– The $0.2 million loss on extinguishment and refinancing of debt during the six months ended June 28, 2025, is associated with an amendment of our ABL Facility. The loss on extinguishment and refinancing of debt of $1.4 million in the six months ended June 29, 2024, is associated with an amendment of our Term Loan Facility. Refer to Note 10 -Long-Term Debt to our consolidated financial statements included in this Form 10-Q for more information.

Current wording

Loss on Extinguishment and Refinancing of Debt– The $0.2 million loss on extinguishment and refinancing of debt during the nine months ended September 27, 2025, is associated with an amendment of our ABL Facility. The loss on extinguishment and refinancing of debt of $1.9 million in the nine months ended September 28, 2024, is associated with an amendment of our Term Loan Facility as well as the redemption of the remaining $200.0 million of our 4.63% Senior Notes. Refer to Note 10 -Long-Term Debt to our consolidated financial statements included in this Form 10-Q for more information.

Previous wording

Other Income, Net– Other income, net decreased $1.6 million, or 9.3%, to $15.2 million in the six months ended June 28, 2025, from $16.8 million in the six months ended June 29, 2024. Other income, net in the six months ended June 28, 2025, consisted primarily of cash received on investments in real estate of $8.4 million, income from a legal settlement of $3.8 million, and income from the refund of deposits of China antidumping and countervailing duties of $2.9 million, partially offset by pension expense of $1.8 million. Other income, net in the six months ended June 29, 2024, consisted primarily of recovery of the JW Australia transition services costs incurred of $6.5 million, income from the refund of deposits of China antidumping and countervailing duties of $2.9 million, cash received on investment in real estate of $2.5 million, insurance reimbursements of $1.7 million and cash received on impaired notes of $1.4 million, partially offset by pension expense of $1.0 million. Refer to Note 18 - Other Income, Net to our consolidated financial statements included in this Form 10-Q for more information.

Current wording

Other Income, Net– Other income, net decreased $3.9 million, or 19.5%, to $16.3 million in the nine months ended September 27, 2025, from $20.2 million in the nine months ended September 28, 2024. Other income, net in the nine months ended September 27, 2025, consisted primarily of cash received on real estate investments of $11.4 million, legal settlement income of $3.8 million, and income from the refund of deposits for China antidumping and countervailing duties of $2.9 million, partially offset by pension expense of $2.7 million and foreign currency losses, net of $1.6 million. Other income, net in the nine months ended September 28, 2024, consisted primarily of recovery of the JW Australia transition services costs incurred of $6.6 million, cash received on real estate investments of $5.7 million, income from the refund of deposits of China antidumping and countervailing duties of $3.2 million, insurance reimbursements of $1.7 million, cash received on impaired notes of $1.4 million, and foreign currency gains, net of $1.1 million, partially offset by pension expense of $1.5 million. Refer to Note 18 - Other Income, Net to our consolidated financial statements included in this Form 10-Q for more information.

Previous wording

Income Tax (Benefit) Expense– Income tax benefit was $2.9 million in the six months ended June 28, 2025, compared to income tax expense of $6.1 million in the six months ended June 29, 2024. The effective tax rate in the six months ended June 28, 2025, was 1.3%. The effective tax rate for the six months ended June 28, 2025, was driven primarily by the $14.2 million increase to valuation allowances on U.S. tax attributes, $8.5 million of tax expense attributable to the court-ordered divestiture of Towanda, losses for jurisdictions for which there is a full valuation allowance, offset by $9.8 million of tax benefit attributable to goodwill impairment. The effective tax rate in the six months ended June 29, 2024, was (15.3)%. The effective tax rate for the six months ended June 29, 2024, was primarily driven by $9.7 million of tax expense on uncertain tax positions from ongoing audits and $2.3 million of valuation expense recorded against our tax attributes, as well as losses for jurisdictions for which there is a full valuation allowance in the quarter. Refer to Note 11 -Income Taxesto our consolidated financial statements included in this Form 10-Q for more information.

Current wording

Income Tax Expense– Income tax expense was $145.9 million in the nine months ended September 27, 2025, compared to $13.4 million in the nine months ended September 28, 2024. The effective tax rate in the nine months ended September 27, 2025, was (33.6)%. The effective tax rate for the nine months ended September 27, 2025, was driven primarily by the $129.2 million increase to valuation allowances on U.S. tax attributes. The effective tax rate in the nine months ended September 28, 2024, was (12.6)%. The effective tax rate for the nine months ended September 28, 2024, was primarily driven by $12.1 million of tax expense on uncertain tax positions from ongoing audits and $4.3 million of valuation expense recorded against our tax attributes, as well as losses for jurisdictions for which there is a full valuation allowance in the quarter. Refer to Note 11 -Income Taxesto our consolidated financial statements included in this Form 10-Q for more information.

Previous wording

Gain on Sale of Discontinued Operations, net of tax– The $0.8 million gain on sale of discontinued operations, net of tax is related to the July 2, 2023, sale of JW Australia resulting from the release of the reserve associated with purchases under a supply agreement.

Current wording

Gain (Loss) on Sale of Discontinued Operations, net of tax– The $0.8 million gain and $1.4 million loss on sale of discontinued operations, net of tax in the nine months ended September 27, 2025, and nine months ended September 28, 2024, respectively, is related to the July 2, 2023, sale of JW Australia. The $0.8 million incurred in the nine months ended September 27, 2025, is due to a release of reserve associated with purchases under a supply agreement in the second quarter of 2025. The $1.4 million incurred in the nine months ended September 28, 2024, is related to settlement of an outstanding tax liability related to JW Australia.

Previous wording

We report our segment information in the same way management internally organizes the business in assessing performance and making decisions regarding allocation of resources in accordance with ASC 280-10 -Segment Reporting. We define Adjusted EBITDA from continuing operations as income (loss) from continuing operations, net of tax, adjusted for the following items: income tax expense (benefit); depreciation and amortization; interest expense (income), net; and certain special items consisting of non-recurring net legal and professional expenses and settlements; goodwill impairment; restructuring and asset-related charges; M&A related costs; net (gain) loss on sale of business, property and equipment; loss on extinguishment and refinancing of debt; share-based compensation expense; non-cash foreign exchange transaction/translation (gain) loss; and other special items. We use Adjusted EBITDA from continuing operations because we believe this measure assists investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. This non-GAAP financial measure should be viewed in addition to, and not as a substitute for, the Company’s reported results prepared in accordance with GAAP.

Current wording

We report our segment information in the same way management internally organizes the business in assessing performance and making decisions regarding the allocation of resources in accordance with ASC 280-10 -Segment Reporting. We define Adjusted EBITDA from continuing operations as income (loss) from continuing operations, net of tax, adjusted for the following items: income tax expense (benefit); depreciation and amortization; interest expense (income), net; and certain special items consisting of non-recurring net legal and professional expenses and settlements; goodwill impairment; restructuring and asset-related charges, net; M&A related costs (income); net (gain) loss on sale of business, property and equipment; loss on extinguishment and refinancing of debt; share-based compensation expense; non-cash foreign exchange transaction/translation (gain) loss; and other special items. We use Adjusted EBITDA from continuing operations because we believe this measure assists investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. This non-GAAP financial measure should be viewed in addition to, and not as a substitute for, the Company’s reported results prepared in accordance with GAAP.

Previous wording

(1)Corporate and unallocated depreciation and amortization expense in the six months ended June 29, 2024, includes accelerated amortization of $14.1 million for an ERP system that we are no longer utilizing after we completed our related obligations under the JW Australia Transition Services Agreement.

Current wording

(1)Corporate and unallocated depreciation and amortization expense in the nine months ended September 28, 2024, includes accelerated amortization of $14.1 million for an ERP system that we are no longer utilizing after we completed our related obligations under the JW Australia Transition Services Agreement.

Previous wording

(1)Depreciation and amortization expense includes accelerated amortization of $14.1 million in the six months ended June 29, 2024, in Corporate and unallocated costs for an ERP system that we are no longer utilizing after we completed our related obligations under the JW Australia Transition Services Agreement during the first quarter of 2024.

Current wording

(1)Depreciation and amortization expense includes accelerated amortization of $14.1 million in the nine months ended September 28, 2024, in Corporate and unallocated costs for an ERP system that we are no longer utilizing after we completed our related obligations under the JW Australia Transition Services Agreement during the first quarter of 2024.

Previous wording

(2)Net legal and professional expenses and settlements include non-recurring transformation journey expenses of $8.1 million and $19.3 million in the three and six months ended June 28, 2025, respectively, and $18.2 million and $34.6 million in the three and six months ended June 29, 2024, respectively. For the three and six months ended June 28, 2025, these expenses primarily relate to project-based consulting fees that directly support the transformation journey that are not expected to recur in the foreseeable future. These projects include the centralization of human resources processes, North America supply chain network optimization strategy, and other projects related to our transformation journey. For the three and six months ended June 29, 2024, these expenses primarily relate to the engagement of a transformation consultant for a period spanning from the third quarter of 2023 through April 2025, for which we incurred $13.8 million and $28.4 million in the three and six months ended June 29, 2024, respectively. Expenses for this transformation consultant’s engagement, which was extended into 2025, included $0.4 million and $2.5 million in the three and six months ended June 28, 2025, respectively. Additionally, net legal and professional expenses and settlements include $(0.6) million and a nominal amount in the three and six months ended June 28, 2025, respectively, and $1.5 million and $2.6 million in the three and six months ended June 29, 2024, respectively, relating to litigation of historic legal matters.

Current wording

(2)Net legal and professional expenses and settlements include non-recurring transformation journey expenses of $5.3 million and $24.6 million in the three and nine months ended September 27, 2025, respectively, and $12.0 million and $46.6 million in the three and nine months ended September 28, 2024, respectively. For the three and nine months ended September 27, 2025, these expenses primarily relate to project-based consulting fees that directly support the transformation journey that are not expected to recur in the foreseeable future. These projects include the centralization of human resources processes, North America supply chain network optimization strategy, and other projects related to our transformation journey. For the three and nine months ended September 28, 2024, these expenses primarily relate to the engagement of a transformation consultant for a period spanning from the third quarter of 2023 through April 2025, for which we incurred $7.0 million and $35.4 million in the three and nine months ended September 28, 2024, respectively. Expenses for this transformation consultant’s engagement, which was extended into 2025, included $2.5 million in the nine months ended September 27, 2025, respectively. Additionally, net legal and professional expenses and settlements include $0.4 million in both the three and nine months ended September 27, 2025, and $0.2 million and $2.8 million in the three and nine months ended September 28, 2024, respectively, relating to litigation of historic legal matters.

Previous wording

(3)Goodwill impairment consists of goodwill impairment charges associated with our North America reporting unit.

Current wording

(3)Goodwill impairment consists of goodwill impairment charges associated with our North America and Europe reporting units in 2025 and our Europe reporting unit in 2024.

Previous wording

(4)Represents severance, accelerated depreciation and amortization, equipment relocation and other expenses directly incurred as a result of restructuring events. The restructuring charges primarily relate to charges incurred to change the operating structure, eliminate certain roles, and close certain manufacturing facilities in our North America and Europe segments.

Current wording

(4)Restructuring and asset-related charges, net represents severance, accelerated depreciation and amortization, equipment relocation and other expenses directly incurred as a result of restructuring events. The restructuring charges primarily relate to charges incurred to change the operating structure, eliminate certain roles, and close certain manufacturing facilities in our North America and Europe segments.

Previous wording

(6)M&A related costs (income) consist primarily of legal and professional expenses related to the court-ordered divestiture of Towanda.

Current wording

(6)M&A related costs consist of legal and professional expenses related to the court-ordered divestiture of Towanda and other strategic initiatives.

Previous wording

(7)Net gain on sale of business, property and equipment in the three months ended June 28, 2025, primarily relates to the sale of property and equipment in Marion, North Carolina. Net gain on sale of business, property and equipment in the six months ended June 28, 2025, primarily relates to the court-ordered divestiture of Towanda and the sale of property and equipment in Marion, North Carolina. Net gain on sale of business, property and equipment in the six months ended June 29, 2024, primarily relates to the sale of property in Chile.

Current wording

(7)Net gain on sale of business, property and equipment in the nine months ended September 27, 2025, primarily relates to the court-ordered divestiture of Towanda and the sale of property and equipment in Marion, North Carolina. Net gain on sale of business, property and equipment in the three months ended September 28, 2024, primarily relates to the sale of our business in St. Kitts. Net gain on sale of business, property and equipment in the nine months ended September 28, 2024, primarily relates to the sale of our business in St. Kitts and property in Chile.

Previous wording

(8)Loss on extinguishment and refinancing of debt consists of $0.2 million in the six months ended June 28, 2025, associated with an amendment of our ABL Facility and $1.4 million in the six months ended June 29, 2024, associated with an amendment of our Term Loan Facility.

Current wording

(8)Loss on extinguishment and refinancing of debt consists of $0.2 million in the nine months ended September 27, 2025, associated with an amendment of our ABL Facility. Loss on extinguishment and refinancing of debt of $0.5 million in the three months ended September 28, 2024, associated with the redemption of the remaining $200.0 million of our 4.63% Senior Notes. Loss on extinguishment and refinancing of debt of $1.9 million in the nine months ended September 28, 2024, associated with an amendment of our Term Loan Facility and redemption of the remaining $200.0 million of our 4.63% Senior Notes.

Previous wording

(9)Represents non-cash equity-based compensation expense related to the issuance of share-based awards.

Current wording

(9)Share-based compensation expense represents non-cash equity-based compensation expense related to the issuance of share-based awards.

Previous wording

(11)Other special items not core to ongoing business activity include: (i) in the three months ended June 29, 2024, a one-time realized foreign currency loss of $1.6 million in our Europe segment related to a cash repatriation event; (ii) the six months ended June 29, 2024, a loss of $4.3 million of cumulative foreign currency translation adjustments related to the substantial liquidation of a foreign subsidiary in Chile in our North America segment, a one-time realized foreign currency loss of $1.6 million in our Europe segment related to a cash repatriation event, and ($1.5) million of cash received on an impaired note in Corporate and unallocated costs.

Current wording

(11)Other special items not core to ongoing business activity include: in the nine months ended September 28, 2024, a loss of $4.3 million of cumulative foreign currency translation adjustments related to the substantial liquidation of a foreign subsidiary in Chile in our North America segment, a one-time realized foreign currency loss of $1.6 million in our Europe segment related to a cash repatriation event, and ($1.5) million of cash received on an impaired note in Corporate and unallocated costs.

Previous wording

Net revenues in North America decreased $154.9 million, or 21.8%, to $555.7 million in the three months ended June 28, 2025, from $710.6 million in the three months ended June 29, 2024. The decrease was primarily due to a decrease in Core Revenues of 15% and a decrease in net revenues from the court-ordered divestiture of Towanda of 7%. The decrease in Core revenues was driven by a 16% decline in volume/mix due to weakened market demand, partially offset by a 1% benefit from price realization.

Current wording

Net revenues in North America decreased $131.8 million, or 19.4%, to $546.1 million in the three months ended September 27, 2025, from $677.9 million in the three months ended September 28, 2024. The decrease was primarily due to a decrease in Core Revenues of 13% and a decrease in net revenues from the court-ordered divestiture of Towanda of 7%. The decrease in Core revenues was driven by a 13% decline in volume/mix due to weakened market demand.

Previous wording

Adjusted EBITDA from continuing operations in North America decreased $40.9 million, or 54.1%, to $34.7 million in the three months ended June 28, 2025, from $75.6 million in the three months ended June 29, 2024. The decrease was primarily due to unfavorable volume/mix, price/cost, and productivity, partially offset by lower SG&A. The decrease in SG&A was primarily due to decreased salaries and benefits driven by a reduction in headcount.

Current wording

Adjusted EBITDA from continuing operations in North America decreased $37.1 million, or 49.6%, to $37.7 million in the three months ended September 27, 2025, from $74.8 million in the three months ended September 28, 2024. The decrease was primarily due to unfavorable volume/mix and negative price/cost, partially offset by improved productivity and lower SG&A. The decrease in SG&A was primarily due to decreased salaries and benefits driven by a reduction in headcount.

Previous wording

Net revenues in Europe decreased $7.4 million, or 2.7%, to $268.1 million in the three months ended June 28, 2025, from $275.4 million in the three months ended June 29, 2024. The decrease was primarily due to a decrease in Core Revenues of 8%, partially offset by a favorable foreign exchange impact of 5%. Core Revenues decreased primarily due to unfavorable volume/mix of 10% primarily due to market softness across the region, partially offset by a 2% benefit from price realization.

Current wording

Net revenues in Europe increased $6.6 million, or 2.6%, to $263.3 million in the three months ended September 27, 2025, from $256.8 million in the three months ended September 28, 2024. The increase was primarily due to a favorable foreign exchange impact of 6%, partially offset by a decrease in Core Revenues of 4%. Core Revenues decreased primarily due to unfavorable volume/mix of 6% primarily due to market softness across the region, partially offset by a 2% benefit from price realization.

Previous wording

Corporate and unallocated costs increased by $1.5 million, or 13.7%, to $12.8 million in the three months ended June 28, 2025, from $11.2 million in the three months ended June 29, 2024. The increase in cost was primarily due to higher hedging losses, partially offset by lower insurance expense due to favorable claims experience during the three months ended June 28, 2025.

Current wording

Corporate and unallocated costs decreased by $0.1 million, or 0.9%, to $9.3 million in the three months ended September 27, 2025, from $9.4 million in the three months ended September 28, 2024. The decrease in cost was primarily driven by lower insurance expense due to a favorable claims experience during the three months ended September 27, 2025.

Previous wording

Net revenues in North America decreased $304.4 million, or 21.9%, to $1,086.2 million in the six months ended June 28, 2025, from $1,390.6 million in the six months ended June 29, 2024. The decrease was primarily due to a decrease in Core Revenues of 16% and a decrease in net revenues from the court-ordered divestiture of Towanda of 6%. The decrease in Core revenues was driven by a 17% decline in volume/mix driven by weaker market demand, partially offset by a 1% benefit from price realization.

Current wording

Net revenues in North America decreased $436.2 million, or 21.1%, to $1,632.4 million in the nine months ended September 27, 2025, from $2,068.5 million in the nine months ended September 28, 2024. The decrease was primarily due to a decrease in Core Revenues of 15% and a decrease in net revenues from the court-ordered divestiture of Towanda of 6%. The decrease in Core revenues was driven by a 15% decline in volume/mix driven by weaker market demand.

Previous wording

Adjusted EBITDA from continuing operations in North America decreased $86.6 million, or 63.3%, to $50.3 million in the six months ended June 28, 2025, from $136.8 million in the six months ended June 29, 2024. The decrease was primarily due to unfavorable volume/mix, price/cost, and productivity, partially offset by lower SG&A. The decrease in SG&A was primarily driven by decreased salaries and benefits driven by a reduction in headcount, lower advertising and promotion expenses, as well as lower non-transformational professional fees.

Current wording

Adjusted EBITDA from continuing operations in North America decreased $123.7 million, or 58.4%, to $87.9 million in the nine months ended September 27, 2025, from $211.6 million in the nine months ended September 28, 2024. The decrease was primarily due to unfavorable volume/mix, negative price/cost, and lower productivity, partially offset by lower SG&A. The decrease in SG&A was primarily driven by decreased salaries and benefits driven by a reduction in headcount, lower advertising and promotion expenses, as well as lower non-transformational professional fees.

Previous wording

Net revenues in Europe decreased $41.1 million, or 7.4%, to $513.5 million in the six months ended June 28, 2025, from $554.5 million in the six months ended June 29, 2024. The decrease was primarily due to a decrease in Core Revenues of 9%, partially offset by a favorable foreign exchange impact of 2%. Core Revenues decreased primarily due to unfavorable volume/mix of 10%, primarily due to market softness across the region, partially offset by a 1% benefit from price realization.

Current wording

Net revenues in Europe decreased $34.5 million, or 4.2%, to $776.8 million in the nine months ended September 27, 2025, from $811.3 million in the nine months ended September 28, 2024. The decrease was primarily due to a decrease in Core Revenues of 7%, partially offset by a favorable foreign exchange impact of 3%. Core Revenues decreased primarily due to unfavorable volume/mix of 8%, primarily due to market softness across the region, partially offset by a 1% benefit from price realization.

Previous wording

Corporate and unallocated costs decreased by $1.1 million, or 6.3%, to $17.1 million in the six months ended June 28, 2025, from $18.2 million in the six months ended June 29, 2024. The decrease in cost was primarily due to an increase in cash received on investments in real estate, lower salaries and benefits driven by a reduction in headcount in the current year, and a reduction in non-transformational professional fees, partially offset by higher hedging losses and an insurance reimbursement received during the six months ended June 29, 2024.

Current wording

Corporate and unallocated costs decreased by $1.2 million, or 4.5%, to $26.4 million in the nine months ended September 27, 2025, from $27.6 million in the nine months ended September 28, 2024. The decrease in cost was primarily due to an increase in cash received on investments in real estate, reduction in non-transformational professional fees, and lower salaries and benefits driven by a reduction in headcount in the current year, partially offset by higher hedging losses and an insurance reimbursement received during the nine months ended September 28, 2024.

Previous wording

As of June 28, 2025, we had total liquidity (a non-GAAP measure) of $528.0 million, consisting of $134.1 million in unrestricted cash, $393.9 million available for borrowing under the ABL Facility, compared to total liquidity of $566.7 million as of December 31, 2024. The decrease in total liquidity was primarily due to lower ABL borrowing base availability as well as a lower cash balance at June 28, 2025, compared to December 31, 2024.

Current wording

As of September 27, 2025, we had total liquidity (a non-GAAP measure) of $473.6 million, consisting of $106.7 million in unrestricted cash and $366.9 million available for borrowing under the ABL Facility, compared to total liquidity of $566.7 million as of December 31, 2024. The decrease in total liquidity was primarily due to lower ABL borrowing base availability as well as a lower cash balance at September 27, 2025, compared to December 31, 2024.