JELD-WEN plans $135M financing and 2031 debt swap
The proposed notes would mature five years after closing, with up to 2.50% annual interest permitted to increase principal.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
8-K
Rhea-AI Filing Summary
JELD-WEN Holding, Inc. entered into a commitment and consent letter to exchange or refinance its 2027 senior notes and 2028 term loans for new first-lien debt intended to mature in 2031, alongside planned $135 million of new-money financing. Supporting holders represent approximately 94.5% of the notes and 72.2% of the term loans. JELD-WEN intends to launch exchange offers in the coming weeks; closing depends on definitive documents and other conditions.
Noteholders who provide a backstop or join the new-money offer may exchange at par; other noteholders at 93% of face. Term lenders may exchange at par or have their loans repaid, repurchased or otherwise discharged at 86%. Certain holders agreed, subject to conditions, to backstop purchases of up to $410.2 million in new notes. The notes would bear 10.50% cash interest or 11.50%, with up to 2.50% added to principal, and mature five years after closing. Management projections show fiscal 2026 revenue of $3.1 to $3.2 billion and Adjusted EBITDA of $120 million to $150 million; they were unaudited and prepared for an earlier, unrelated contemplated transaction.
1 point · 1 major0 major · 0 points
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Major point. Forward-looking: it has not happened yet and may not happen.Proposed refinancing targets 2031 maturities and $135 million in new financing. 88% of market cap
Negative
- None.
Filing Explained
If completed, the new first-lien notes would carry 10.50% cash interest or 11.50%, with up to 2.50% added to principal.
If the exchange closes, the new first-lien notes would have lien priority over any remaining 2027 notes and payment and lien priority over remaining 2028 loans; the deal has not closed.
The new notes would carry either
The proposed amendments would remove substantially all restrictive covenants and certain default provisions from the existing notes and loans.
The filing allocates
The commitment letter terminates
8-K Event Classification
3 items: 1.01, 7.01, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
New-money financing: $135 million
Target maturity year: 2031
Debt holder support: Approximately 94.5% of the 2027 Notes; approximately 72.2% of the 2028 Term Loans
+5 more
8 metrics
New-money financing
$135 million
Planned financing under the proposed transactions
Target maturity year
2031
Intended extension of the 2027 Notes and 2028 Term Loans
Debt holder support
Approximately 94.5% of the 2027 Notes; approximately 72.2% of the 2028 Term Loans
Share of outstanding aggregate principal amount represented by commitment parties
2027 Notes exchange price
100.00% or 93.00% of face amount
100.00% for noteholders providing a backstop or participating in the new-money offer; 93.00% for other noteholders
2028 Term Loans cash-out price
86.00%
Price for repayment, repurchase or other discharge under the 2028 Cash Out
Backstop Commitment
Up to $410.2 million
Purchases of New First Lien Notes, subject to transaction conditions
New First Lien Notes interest options
10.50% or 11.50% per annum
The 10.50% option is payable in cash; under the 11.50% option, up to 2.50% per annum may be added to principal, with the remainder paid in cash
Fiscal 2026 Adjusted EBITDA forecast
$120 million to $150 million
Management projection prepared for an earlier, unrelated contemplated transaction; unaudited
Key Terms
New First Lien Notes, Backstop Commitment, 2028 Cash Out, Term Loan Consent Solicitation
4 terms
New First Lien Notes financial
"new first lien secured notes due 2031 (the New First Lien Notes)"
Backstop Commitment financial
"up to $410.2 million of New First Lien Notes (the Backstop Commitment)"
A backstop commitment is a firm promise from an underwriter, investor group, or financier to buy any shares or securities that are not purchased by the public in a new offering or rights issue, ensuring the issuer raises the full amount intended. It matters to investors because it guarantees that the funding will be completed and reduces the risk the deal fails, while also affecting the eventual supply of shares and potential dilution.
2028 Cash Out financial
"at a price of 86.00% (the 2028 Cash Out)"
Term Loan Consent Solicitation financial
"a solicitation of consents from each Existing Lender"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What does JELD-WEN (JELD) plan for its 2027 notes and 2028 term loans?
JELD-WEN expects to extend the 2027 Notes and 2028 Term Loans to 2031 and raise $135 million in new-money debt financing through the proposed transactions.
What exchange prices apply to JELD-WEN (JELD) debt holders?
Eligible 2027 noteholders who provide a backstop or participate in the new-money offer may exchange at 100.00% of face amount; other noteholders may exchange at 93.00%. 2028 term lenders may exchange at par or have their loans repaid, repurchased or otherwise discharged at 86.00%.
What interest would JELD-WEN's (JELD) proposed new notes pay?
The issuer may elect 10.50% per annum, payable semi-annually in cash, or 11.50% per annum, payable semi-annually, with up to 2.50% per annum added to the notes' principal and the remainder paid in cash. The notes would mature five years after closing.
How would JELD-WEN (JELD) use the new-money proceeds?
The stated $135 million of New Money Notes proceeds would pay transaction fees, premiums, costs and expenses and support general corporate purposes.
What forecasts did JELD-WEN (JELD) provide for fiscal 2027?
The projections show fiscal 2027 revenue of approximately $3.3 billion to $3.5 billion, Adjusted EBITDA of $180 million to $220 million, and unlevered free cash flow of approximately $50 million to $75 million. They were prepared for an earlier, unrelated contemplated transaction and were not audited.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 29, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (704 ) 378-5700
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2 below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c)) | |||||
Securities Registered Pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| 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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
Commitment and Consent Letter
On September 29, 2026, JELD-WEN Holding, Inc. (the “Company”) entered into a commitment and consent letter (the “Commitment Letter”) with certain unaffiliated holders of the Company’s and certain of its subsidiaries’ outstanding indebtedness (collectively, the “Commitment Parties”) collectively beneficially owning (i) approximately 94.5% of the outstanding aggregate principal amount of 4.875% Senior Notes due 2027 (the “Existing 2027 Notes”) issued by JELD-WEN, Inc. (the “Issuer”) pursuant to that certain Indenture, dated as of December 14, 2017 (as amended, supplemented or otherwise modified from time to time, the “Existing 2027 Notes Indenture”), by and among the Issuer, the Company, as guarantor, the subsidiary guarantors party thereto from time to time, and Wilmington Trust, National Association, as trustee, and (ii) approximately 72.2% of the outstanding aggregate principal amount of the Replacement 2023 Term B Loans (the “Existing 2028 Term Loans”) incurred by the Issuer under that certain Amended Term Loan Credit Agreement, dated as of October 15, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing Credit Agreement”), by and among, inter alios, the Issuer, as borrower, the Company, Bank of America, N.A., as administrative agent and collateral agent, and the lenders from time to time party thereto, pursuant to which, among other things and subject to the terms and conditions set forth therein, the parties have agreed to consummate the following transactions (collectively, the “Transactions”):
•the commencement by the Issuer of (i) an offer (the “Notes Exchange Offer”) to all eligible holders of Existing 2027 Notes (the “Existing Noteholders”) to exchange any and all of their Existing 2027 Notes for new first lien secured notes due 2031 (the “New First Lien Notes”) to be issued under a new first lien notes indenture (the “New First Lien Notes Indenture”) at an exchange price (expressed as a percentage of the face amount of such Existing 2027 Notes) equal to (A) in the case of an Existing Noteholder that (x) has provided a Backstop Commitment (as defined herein) or (y) participates in the New Money Notes Offer (as defined herein), 100.00% (i.e., par), or (B) in the case of any other Existing Noteholder, 93.00%, and (ii) a consent solicitation (the “Notes Consent Solicitation”) from Existing Noteholders to adopt certain proposed amendments to the Existing 2027 Notes Indenture that would, among other things, (A) eliminate substantially all of the restrictive covenants and certain of the default provisions, (B) modify covenants regarding mergers and consolidations, (C) modify or eliminate certain other provisions set forth therein, including certain provisions relating to defeasance and future guarantors;
•the commencement by the Company or the Issuer of (i) an offer (the “Term Loan Exchange Offer”) to each lender holding Existing 2028 Term Loans (the “Existing Lenders”) to either (A) exchange all of its Existing 2028 Term Loans at par for New First Lien Notes, or (B) have its Existing 2028 Term Loans repaid, repurchased or otherwise discharged at a price of 86.00% (the “2028 Cash Out”); and (ii) a solicitation of consents (the “Term Loan Consent Solicitation”) from each Existing Lender to an amendment to the Existing Credit Agreement that would, among other things, (A) permit the Transactions, (B) eliminate substantially all of the restrictive covenants and certain events of default contained in the Existing Credit Agreement and (C) provide for the subordination (in right of payment and lien priority) of the Existing 2028 Term Loans to the New First Lien Notes;
•the offering by (i) the Issuer to each Existing Noteholder that (x) is not a Commitment Party and (y) participates in the Notes Exchange Offer, the opportunity to purchase its respective ratable portion of New First Lien Notes at a purchase price of 100.00% of principal amount of New First Lien Notes purchased (the “New Money Notes” and such offer, the “New Money Notes Offer”), to be issued under the New First Lien Notes Indenture, and (ii) the Company or the Issuer to each Existing Lender that is not a Commitment Party that participates in the Term Loan Consent Solicitation, the opportunity to purchase New Money Notes; and
•the entry into certain related intercreditor agreements and loan and security documents related to the foregoing transactions and the payment of certain fees, premiums, costs and expenses incurred or payable in connection with the foregoing transactions.
The Company may also offer new floating-rate first lien term loans, on otherwise substantially similar terms to the New First Lien Notes, to Existing Lenders that cannot hold New First Lien Notes.
In connection with the Transactions, pursuant to the Commitment Letter:
•the Commitment Parties have agreed to (i) consent in the Notes Consent Solicitation and exchange all of their respective Existing 2027 Notes in the Notes Exchange Offer, and (ii) consent in the Term Loan Consent Solicitation and exchange all of their respective Existing 2028 Term Loans in the Term Loan Exchange Offer, or have their Existing 2028 Term Loans repaid, repurchased or otherwise discharged in the 2028 Cash Out; and
•certain of the Commitment Parties that are Existing Noteholders have agreed to purchase up to $410.2 million of New First Lien Notes at par, to the extent such amount is not funded by the Existing Noteholders in the New Money Notes Offer,
including as a result of failures to fund by any Existing Noteholder who fails to deliver all or a portion of the purchase price related to the New Money Notes Offer (the “Backstop Commitment”), subject to the consummation of the Notes Exchange Offer and Notes Consent Solicitation and satisfaction of certain other conditions.
The Commitment Letter contains certain covenants on the part of each of the parties thereto, including covenants that the Commitment Parties and the Company use commercially reasonable efforts to support and cooperate with one another in consummating the Transactions. The Company has agreed to certain exclusivity covenants restricting it from soliciting, negotiating or entering into alternative debt or equity financing arrangements in lieu of the Transactions during the term of the Commitment Letter, subject to certain exceptions.
The closing of the Transactions is subject to, and conditioned upon, the satisfaction (or waiver) of certain conditions precedent as set forth therein, including, among other things, the execution and delivery of definitive documentation for the New First Lien Notes and the effectiveness of the amendments to the Existing 2027 Notes Indenture and the Existing Credit Agreement.
The Commitment Letter will terminate upon the date falling 60 days from the signing date of the Commitment Letter (unless extended in accordance with its terms), unless the Transactions have been consummated by that date. The Commitment Letter may also be terminated by the parties thereto following certain other customary termination events.
The New First Lien Notes will mature five years after the closing date of the Transactions and bear interest, at the election of the Issuer, at either (x) 10.50% per annum payable semi-annually in cash or (y) 11.50% per annum payable semi-annually, of which up to 2.50% per annum may be paid in the form of an increase to the aggregate principal amount of the New First Lien Notes, with the remainder payable in cash.
The New First Lien Notes will contain certain covenants that, among other things, limit the Company’s ability to incur or guarantee additional indebtedness or issue preferred stock, pay distributions on, redeem or repurchase capital stock or redeem or repurchase certain debt, incur or suffer to exist certain liens, make certain investments, engage in certain transactions with affiliates, consummate certain dispositions, effect certain fundamental changes and introduce certain yield protection provisions, including premiums payable in connection with certain prepayments, repayments or redemptions of the applicable debt prior to the maturity.
The New First Lien Notes will be secured by perfected first-priority security interests in substantially all assets and property of the Issuer and each guarantor that guarantees the Existing 2027 Notes and Existing 2028 Term Loans in addition to certain other subsidiaries of the Company (in each case, subject to customary exclusions and the terms of any applicable intercreditor agreements); provided, however, that the definition of “Excluded Assets” in the New First Lien Notes Indenture will provide for, among other things, the pledge of additional real property and foreign collateral in material jurisdictions. Any remaining Existing 2028 Term Loans not exchanged or discharged, as applicable, in the Transactions will be subordinated in lien and payment priority to the New First Lien Notes and any remaining Existing 2027 Notes not exchanged in the Transactions will be effectively junior in terms of lien priority to the New First Lien Notes.
$135 million of the proceeds from the New Money Notes will be used to pay fees, premiums, costs and expenses in connection with the Transactions and for general corporate purposes and the balance of up to $275.2 will be used to fund the discounted repayment of Existing 2028 Term Loans pursuant to the 2028 Cash Out.
The foregoing description of the Transactions is not complete and is qualified in its entirety by reference to the full text of the definitive documentation to govern the Company’s indebtedness, including the New First Lien Notes Indenture, which will be filed as an exhibit to a future periodic or current report of the Company.
****************
The representations, warranties and covenants of each party set forth in the aforementioned agreements have been made only for purposes of, and were and are solely for the benefit of the parties to, such agreements, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to such agreements, instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. In addition, certain representations and warranties were made only as of the date of any of the aforementioned agreements or such other date as is specified therein. Moreover, information concerning the subject matter of the representations and warranties may change after the date of any of the aforementioned agreements, which subsequent information may or may not be fully reflected in the parties’ public disclosures. Accordingly, the aforementioned agreements have been included with this filing only to provide investors with information regarding the terms of these agreements, and not to provide investors with any other factual information regarding the parties, their respective affiliates or their respective businesses.
Item 7.01 Regulation FD Disclosure.
Transactions
A copy of the press release announcing the Transactions is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Cleansing Materials
In connection with the Transactions, the Company executed certain confidentiality agreements (the “Confidentiality Agreements”) with certain unaffiliated holders of the Company’s outstanding indebtedness to facilitate confidential discussions and negotiations concerning a potential transaction. Pursuant to the Confidentiality Agreements, the Company provided such parties and their legal and financial advisors with certain confidential information and agreed that if certain conditions were met, the Company would publicly disclose certain confidential information (the “Cleansing Materials”). As described above in Item 1.01, the Company and certain of its subsidiaries have entered into the Commitment Letter with certain holders of its outstanding indebtedness and, as a result of the foregoing, the Cleansing Materials included as Exhibit 99.2 hereto are being furnished in satisfaction of the Company’s public disclosure obligations under the Confidentiality Agreements.
CAUTIONARY NOTE REGARDING PROJECTIONS
The financial projections, prospective financial information and forecasts (collectively, the “Projections”) included in the Cleansing Materials were not prepared with a view towards public disclosure or compliance with guidance or rules of the U.S. Securities and Exchange Commission (the “SEC”), the guidelines established by the Public Company Accounting Oversight Board or U.S. generally accepted accounting principles (“GAAP”) or any other applicable accounting principles. The Projections were prepared for the internal use of the Company and were provided pursuant to the Confidentiality Agreements for the limited purpose of providing information in connection with the Company’s discussions about a potential transaction.
The Projections have been prepared by, and are the responsibility of, the Company’s management. Neither the independent registered public accounting firm of the Company nor any other independent accountant has audited, reviewed, examined, compiled, or performed any procedures with respect to the Projections and, accordingly, none has expressed any opinion or any other form of assurance on such information or its achievability and none assumes any responsibility for the Projections.
The inclusion of the Projections should not be regarded as an indication that the Company or any other person considered, or now consider, the Projections to be a reliable prediction of future events, and does not constitute an admission or representation by any person that the expectations, beliefs, opinions, and assumptions that underlie such forecasts remain the same as of the date of this Current Report on Form 8-K, and readers are cautioned not to place undue reliance on the Projections.
The estimates and assumptions underlying the Projections are subject to significant economic and competitive uncertainties and contingencies, which are difficult or impossible to predict accurately and many of which are beyond the control of the Company and may not prove to be accurate. The Projections also do not reflect future changes in general business or economic conditions, or any other transaction or event that may occur and that was not anticipated at the time this information was prepared. The Projections are not, and should not be regarded as, a representation that any of the expectations contained in, or forming a part of, the Projections will be achieved. The Projections are forward-looking in nature. Further, the Projections relate to multiple future years and such information by its nature becomes less predictive with each succeeding day. Accordingly, the Company cannot provide any assurance that the Projections will be realized; actual future financial results will vary from such forward-looking information and may vary materially. The Company does not provide a forward-looking reconciliation of certain forward-looking non-GAAP measures as the amount and significance of special items required to develop meaningful comparable GAAP financial measures cannot be estimated at this time without unreasonable efforts. These special items could be meaningful. The foregoing considerations should be taken into account in reviewing the Cleansing Materials, which were prepared as of an earlier date. See also “Forward-Looking Statements.”
The information furnished in Item 7.01 of this Current Report on Form 8-K (including Exhibits 99.1 and 99.2) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | ||||
| 99.1 | Press Release issued by JELD-WEN Holding, Inc. dated September 29, 2026, announcing the Transactions. | ||||
| 99.2 | Cleansing Materials. | ||||
| 104 | Cover Page Interactive Data file (formatted as Inline XBRL). | ||||
NO OFFER OR SOLICITATION
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction in connection with the Transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In particular, this communication is not an offer of securities for sale into the United States.
FORWARD-LOOKING STATEMENTS
Certain statements made herein may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements are generally identified by our use of forward-looking terminology, including the terms “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “seek,” or “should,” and, in each case, their negative or other various or comparable terminology. All statements other than statements of historical facts are forward-looking statements, including statements about the consummation of the Transactions and the expected benefits therefrom, the Projections, our business strategies and ability to execute on our plans, market potential, future financial performance and our expectations, beliefs, plans, objectives, prospects, assumptions, or other future events, all of which involve risks and uncertainties that could cause actual results to differ materially. We have based these forward-looking statements on our current expectations, assumptions, estimates, and projections. While we believe these expectations, assumptions, estimates, and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. Such factors include, but are not limited to, the Company’s ability to consummate the Transactions; the Company’s ability to execute and realize the expected benefits of the Transactions; the impact of the Transactions on the market price of the Company’s securities; litigation, including the outcome of any legal proceedings that may be instituted against the Company or others relating to the Transactions; diversion of management’s attention away from the Company’s business on account of the Transactions; the Company’s ability to raise additional capital in the future; the risk that an insufficient number of eligible participants participate in the Transactions; the Company’s ability to obtain the support and consent of the lenders under its asset-based revolving credit facility to participate in the Transactions; if the Transactions are not consummated, the potential delays and significant costs of alternative transactions, which may not be available to the Company on acceptable terms, or at all, which in turn may impact the Company’s ability to continue as a going concern; the adverse impact of failing to consummate the Transactions or otherwise deleveraging on the Company’s financial condition, business prospects and the market price of the Company’s securities; and the factors disclosed in the Company’s SEC filings from time to time, including, without limitation, those factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and the Quarterly Reports on Form 10-Q filed in 2026.
The forward-looking statements are made as of the date hereof, and the Company undertakes no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise, except as required by law.
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 hereunto duly authorized.
| Date: September 29, 2026 | JELD-WEN HOLDING, INC. | |||||||||||||
| By: | /s/ Samantha L. Stoddard | |||||||||||||
| Samantha L. Stoddard | ||||||||||||||
| Executive Vice President and Chief Financial Officer | ||||||||||||||
JELD-WEN Announces Comprehensive Agreement to Extend Debt Maturities and Raise $135 Million of Incremental Liquidity to Support Business Plan 2027 Notes and 2028 Term Loan maturities to be extended to 2031 CHARLOTTE, N.C., September 29, 2026—JELD-WEN Holding, Inc. (NYSE: JELD) (“JELD-WEN” or the “Company”) today announced it has entered into a commitment and consent letter with a significant group of its lenders and noteholders to address its near-term debt maturities and strengthen the Company’s capital structure. Under the agreement, JELD-WEN expects to extend the maturities of its 4.875% Senior Notes due 2027 (the “2027 Notes”) and its 2028 term loans (the “2028 Term Loans”) to 2031 and raise $135 million of new money debt financing. The agreement secures additional capital and maturity runway to support the Company’s operations and business plan. The commitment and consent letter collectively represents approximately 94.5% of the 2027 Notes and approximately 72.2% of the 2028 Term Loans, pursuant to which the parties have agreed to consummate a series of transactions (the “Transactions”) that will refinance and/or exchange the Company’s existing 2027 Notes and 2028 Term Loans for new first lien debt maturing in 2031 and raise $135 million of new money debt financing. In the coming weeks, the Company intends to commence certain exchange offers to holders of the 2027 Notes and 2028 Term Loans to implement the Transactions. “Addressing our near-term maturities and strengthening our balance sheet have been key priorities for JELD- WEN,” said Chief Executive Officer William J. Christensen. “This agreement is an important step forward. It extends our 2027 Notes and 2028 Term Loans maturities to 2031, brings additional capital into the business and gives us greater financial flexibility as we continue to execute our plan. Our focus remains unchanged: serving our customers, improving productivity, reducing costs and managing cash with discipline. We believe this transaction provides a stronger foundation to continue that work.” Kirkland & Ellis LLP is acting as legal counsel to JELD-WEN, and Evercore Group L.L.C. is serving as financial advisor to JELD-WEN. Davis Polk & Wardwell LLP and Houlihan Lokey Capital, Inc. are acting as legal and financial advisors to certain holders of 2027 Notes. Gibson, Dunn & Crutcher LLP and Moelis & Company LLC are acting as legal and financial advisors to certain lenders of 2028 Term Loans. About JELD-WEN Holding, Inc. JELD-WEN Holding, Inc. (NYSE: JELD) is a leading global designer, manufacturer and distributor of high- performance interior and exterior doors, windows, and related building products serving the new construction and repair and remodeling sectors. Based in Charlotte, North Carolina, JELD-WEN operates facilities in 14 countries in North America and Europe and employs approximately 13,900 associates dedicated to bringing beauty and security to the spaces that touch our lives. The JELD-WEN family of brands includes JELD-WEN® worldwide, LaCantina® and VPI™ in North America, and Swedoor® and DANA® in Europe. For more information, visit corporate.JELD-WEN.com or follow us on LinkedIn. Investor Relations Contact: James Armstrong Vice President, Investor Relations 704-378-5731 jarmstrong@jeldwen.com Media Contact: JELD-WEN Holding, Inc. Sarah Bruner Senior Director, Enterprise Communications 980-403-4459 SBruner@jeldwen.com Forward-Looking Statements This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements are generally identified by our use of forward- looking terminology, including the terms “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” Exhibit 99.1
“intend,” “may,” “might,” “plan,” “potential,” “predict,” “seek,” or “should,” and, in each case, their negative or other various or comparable terminology. All statements other than statements of historical facts are forward- looking statements, including statements about the consummation of the Transactions and the expected benefits therefrom, our business strategies and ability to execute on our plans, market potential, future financial performance and our expectations, beliefs, plans, objectives, prospects, assumptions, or other future events, all of which involve risks and uncertainties that could cause actual results to differ materially. We have based these forward-looking statements on our current expectations, assumptions, estimates, and projections. While we believe these expectations, assumptions, estimates, and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. Such factors include, but are not limited to, our ability to consummate the Transactions; our ability to execute and realize the expected benefits of the Transactions; the impact of the Transactions on the market price of our securities; litigation, including the outcome of any legal proceedings that may be instituted against us or others relating to the Transactions; diversion of management’s attention away from our business on account of the Transactions; our ability to raise additional capital in the future; the risk that an insufficient number of eligible participants participate in the Transactions; our ability to obtain the support and consent of the lenders under our asset-based revolving credit facility to participate in the Transactions; if the Transactions are not consummated, the potential delays and significant costs of alternative transactions, which may not be available to us on acceptable terms, or at all, which in turn may impact our ability to continue as a going concern; the adverse impact of failing to consummate the Transactions or otherwise deleveraging on our financial condition, business prospects and the market price of our securities; and the factors disclosed in our filings with the U.S. Securities and Exchange Commission from time to time, including, without limitation, those factors described in our Annual Report on Form 10-K for the year ended December 31, 2025 and the Quarterly Reports on Form 10-Q filed in 2026. The forward-looking statements included in this release are made as of the date hereof, and we undertake no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise, except as required by law. No Offer or Solicitation This press release is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction in connection with the Transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In particular, this press release is not an offer of securities for sale into the United States.
14 40 65 29 68 107 111 154 187 88 89 91 200 183 138 116 67 45 232 232 232 128 130 132 Discussion Materials Confidential Exhibit 99.2
Confidential14 40 65 29 68 107 111 154 187 88 89 91 200 183 138 116 67 45 232 232 232 128 130 132 Table of Contents Executive SummaryI Business OverviewII Situation Backdrop III Key Credit HighlightsIV AppendixV 1
14 40 65 29 68 107 111 154 187 88 89 91 200 183 138 116 67 45 232 232 232 128 130 132 I. Executive Summary
Confidential14 40 65 29 68 107 111 154 187 88 89 91 200 183 138 116 67 45 232 232 232 128 130 132 JELD-WEN is a market leading windows and doors manufacturer that has undergone significant operational transformation and is positioned to benefit from a cyclical housing recovery and execution-driven margin improvement ◼ Since 2023, management has executed a comprehensive transformation focused on portfolio simplification, footprint rationalization, and cost efficiency, delivering ~$300M of cost out ◼ Well-positioned for housing recovery to drive operating leverage and improve profitability ◼ Clear path to EBITDA growth and margin expansion as housing activity stabilizes and initiatives are realized ◼ Improving free cash flow generation, supported by disciplined capex and working capital management, enabling balance sheet improvement and deleveraging Executive Summary The Company is evaluating alternatives to address upcoming maturities and extend its debt maturity profile to provide necessary runway to realize transformation benefits and cyclical recovery 2
14 40 65 29 68 107 111 154 187 88 89 91 200 183 138 116 67 45 232 232 232 128 130 132 II. Business Overview
Confidential14 40 65 29 68 107 111 154 187 88 89 91 200 183 138 116 67 45 232 232 232 128 130 132 JELD-WEN Today: A Leading Manufacturer of High-Performance Windows and Doors Broad Portfolio of Market Leading Brands Company Highlights Ongoing operational transformation initiatives (footprint rationalization, SKU simplification) expected to drive margin expansion Scaled and diversified network spanning independent dealers, national big-box retailers, and large-scale builders Premier windows and doors platform anchored by iconic brands and deep-rooted, multi-decade channel partnerships Broad product portfolio across multiple price points and materials ~13,900 Employees 61 Manufacturing Facilities $3.2B FY2025 Revenue 15 Distribution Facilities ~16% FY2025 Gross Margin $118M FY2025 Adj. EBITDA ~4% FY2025 Adj. EBITDA Margin 3
Confidential14 40 65 29 68 107 111 154 187 88 89 91 200 183 138 116 67 45 232 232 232 128 130 132 FY2025 Revenue (% of Total Revenue)1 Market Position Select Brands Key Products Doors Windows ~$2.2B (68%) Fiberglass Doors Steel Doors Wood Doors Patio Doors ~$610M (19%) Top 5-10 Vinyl Windows Clad-Wood Windows Custom-Wood Windows Clad-Vinyl Windows Leading Market Positions Across Core Segments, Supported by Scaled Platforms and Established Brands 1. Ancillary products and services accounted for the remaining 13% of revenue Europe #1 North America #2 4
Confidential14 40 65 29 68 107 111 154 187 88 89 91 200 183 138 116 67 45 232 232 232 128 130 132 JELD-WEN’s Transformation at a Glance Post-COVID Peak (2021) Cyclical Trough (2025) JELD-WEN Today 2024 2025 2026 1. Includes court-ordered divestiture of Towanda Announces strategic review of Europe 13% Growth 9% EBITDA Margin (15%) Decline 4% EBITDA Margin1 Growth Recovery With US Housing ~25-30% Incremental EBITDA Margin North America 68% Europe 32% North America 67% Europe 33% North America 67% Europe 33% Announces North American footprint optimization Launches cost reduction & restructuring program Plant reduction & capacity consolidation underway Today2023 Sold Australasia Sold Towanda 5
14 40 65 29 68 107 111 154 187 88 89 91 200 183 138 116 67 45 232 232 232 128 130 132 III. Situation Backdrop
Confidential14 40 65 29 68 107 111 154 187 88 89 91 200 183 138 116 67 45 232 232 232 128 130 132 Macro-Driven Demand Pressure Expected to Moderate Source: Harvard University Joint Center for Housing Studies, Wall Street Research Note: LIRA = Leading Indicator of Remodeling Activity and Represents Improvement & Repairs 4Q Moving Total Key Implications for JELD ✓ Volume recovery across core end markets ✓ Pricing and mix tailwinds as demand strengthens, supporting margin recovery ✓ Realization of prior cost initiatives on higher volumes, enhancing earnings flow-through ✓ Incremental EBITDA converting to strong free cash flow, enabling accelerated deleveraging ◼ COVID drove a pull-forward of remodeling demand ◼ Structural drivers (aging housing stock, homeowner equity) support a resilient recovery trajectory Contraction RecoveryCOVID Pull-Forward $362 $407 $515 $510 $499 $509 $518 '20A '21A '22A '23A '24A '25A '26E ◼ Long-term demand anchored by renter growth and affordability challenges ◼ JELD typically sees window demand from multi-family starts with a one-year lag U.S. Multi-Family Starts (Starts in Thousands) RecoveryContractionCOVID Pull-Forward 389 474 547 472 354 416 429 450 '20A '21A '22A '23A '24A '25A '26E '27E Remodeling Activity (LIRA Forecast) (Moving Total in Billions) U.S. Single-Family Starts (Starts in Thousands) ◼ Activity approaching cyclical trough ◼ Structural housing undersupply underpins recovery RecoveryContractionCOVID Pull-Forward 991 1,127 1,005 948 1,013 941 843 902 '20A '21A '22A '23A '24A '25A '26E '27E 6
Confidential14 40 65 29 68 107 111 154 187 88 89 91 200 183 138 116 67 45 232 232 232 128 130 132 2025 (Trough) 2027 (Stabilization) 2028+ (Recovery) • Volume pressure from weak housing demand and share loss • Margin compression from operating deleverage and price/cost pressure • Cost actions underway • Cost-out and productivity initiatives expected to drive margin recovery • Pricing discipline and share recovery stabilize volumes • Improved plant utilization and cost absorption • Volume recovery and operating leverage expected to drive EBITDA growth • Full realization of cost savings and operational improvements • Improving FCF generation supporting deleveraging Clear Path from Trough to EBITDA Growth and Margin Expansion 7
Confidential14 40 65 29 68 107 111 154 187 88 89 91 200 183 138 116 67 45 232 232 232 128 130 132 Source: Wall Street Research 1. Reflects 1-year lagged growth (e.g. 2019A revenue growth correlates to 2018A SF starts growth) 2. Reflects Adj. EBITDA from continuing operations Recovery Expected to Mirror the Resurgence in U.S. Housing Activity Service Level Challenges & Market Share Loss Initial Years as a Public Company Stabilization Followed by Recovery Demand Downturn Alongside Supply Chain Challenges COVID Pull-Forward Trough Organic North America Revenue Growth 1-Year Lagging U.S. Single Family Starts Growth1 North America Adj. EBITDA Margin2 Peak Required Towanda Divestiture 25–30%+ incremental EBITDA margins driven by service level improvements, positioning JELD to outgrow the market As U.S. housing recovers, JELD is expected to grow in line with the market, with ~25% to ~30% incremental margins driving EBITDA growth and margin expansion through the recovery 0% (2%) (1%) 12% 15% (4%) (13%) (14%) (2%) 13% 3% 1% 12% 14% (11%) (6%) 7% (7%) 12.3% 10.6% 12.4% 12.5% 10.8% 12.2% 9.4% 4.6% 6.8% 2018A 2019A 2020A 2021A 2022A 2023A 2024A 2025A 2026E 2027E 8
14 40 65 29 68 107 111 154 187 88 89 91 200 183 138 116 67 45 232 232 232 128 130 132 IV. Key Credit Highlights
Confidential14 40 65 29 68 107 111 154 187 88 89 91 200 183 138 116 67 45 232 232 232 128 130 132 Leading Scaled Franchise with Broad Portfolio and Market Leading Positions in Essential Categories1 Clear Path to EBITDA Margin Recovery with Embedded Operating Leverage as Volumes Recover5 Strong Free Cash Flow Generation and Disciplined Capital Allocation Support Deleveraging6 Demonstrated Cost Actions and Operational Discipline Underpin Earnings Recovery4 Highly Diversified Product Portfolio & Channel Mix 3 Balanced End-Market Exposure With Embedded Housing Recovery Upside2 Experienced Management Team with Track Record of Operational Execution 7 Key Credit Highlights 9
Confidential14 40 65 29 68 107 111 154 187 88 89 91 200 183 138 116 67 45 232 232 232 128 130 132 Leading Scaled Franchise with Broad Portfolio and Market Leading Positions in Essential Building Products Categories 1 Doors ~$6B TAM | Top 2-3 Market Position Exterior DoorsInterior Doors Specialty / High- Performance Value-Added Services ✓ ✓ ✓✓ ✓ ✓ ✓ ✓ Limited Limited ✓ Limited ✓ Limited Energy Efficient Systems Vinyl / Wood Offering Impact / Specialty Commercial / Architectural Windows ~$27B TAM | Top 5-10 Market Position ✓ ✓ ✓ ✓ Limited Limited Mostly wood / composite ✓ ✓ Limited Limited ✓ Limited Limited Premier wood / fiberglass ✓ Limited Limited Limited ✓ Limited Limited ✓ ✓ ✓Limited ✓ ✓LimitedLimited ✓ Limited 10
Confidential14 40 65 29 68 107 111 154 187 88 89 91 200 183 138 116 67 45 232 232 232 128 130 132 Balanced End-Market Exposure With Embedded Housing Recovery Upside 2 46% 13% 41% ▪ Structural demand floor from aging U.S. housing stock (~40+ yrs avg.) and deferred maintenance backlog ▪ Short-cycle and price/cost pass-through dynamics support margin stability ▪ Current demand reflects cyclical affordability pressure ▪ Forward indicators improving with stabilization in rates and chronic housing undersupply supporting a multi-year recovery period ▪ High incremental margins on volume recovery from fixed-cost absorption and utilization uplift ▪ Commercial initiatives focused on share recovery and pricing discipline Repair & Remodeling (Non-Discretionary, Resilient Cash Flow Anchor) Residential New Construction (Embedded Operating Leverage to Recovery) Non-Residential (Counter-Cyclical Diversification) ▪ Selective exposure to commercial and institutional end markets provides diversification ▪ Demand underpinned by “specification” stability ▪ Limited exposure reduces cyclicality while maintaining upside participation in a broader construction recovery ▪ Longer project cycles and timelines vs. residential starts % of 2025A Revenue 11
Confidential14 40 65 29 68 107 111 154 187 88 89 91 200 183 138 116 67 45 232 232 232 128 130 132 Doors 68% Windows 19% Other 13% Distribution 53% Retail 42% Direct 5% Residential New Const. 46% R&R 41% Non- residential 13% North America 67% Europe 33% Business Mix (2025A) Breadth across end-market, channel, and product exposure positions JELD-WEN for improved stability and growth recovery Geography End Market Channel Product 3 Highly Diversified Product Portfolio & Channel Mix Leading positions in doors and scaled windows platform, enabling cross-selling and specification capture across residential and commercial applications Functional operating structure with centralized procurement, manufacturing, and commercial execution, enabling cost control, pricing discipline, and consistent service levels ~$3.2B global platform headquartered in Charlotte, NC with roots dating to 1960 (Klamath Falls, OR), supporting long-standing customer and channel relationships 12
Confidential14 40 65 29 68 107 111 154 187 88 89 91 200 183 138 116 67 45 232 232 232 128 130 132 Demonstrated Cost Actions and Operational Discipline Underpin Earnings Recovery 4 Footprint Rationalization Driving Utilization, Cost Efficiency and Structural Savings Complete 50% To be Scaled Full Year 25% In Progress 25% Kissimmee Facility Case Study: Demonstrated Improvement in Service and Productivity Past Due Orders ($ thousands) Proven Operational Improvements Driving Margin Improvement and Cash Flow Generation ◼ Footprint rationalization and capacity optimization reducing fixed costs and improving network utilization ◼ Manufacturing productivity improvements enhancing labor efficiency and overhead absorption in a lower-volume environment ◼ SKU simplification and product standardization reducing complexity, lowering cost-to-serve and improving throughput ◼ Procurement savings initiatives leveraging scale and strategic sourcing to reduce material input costs ◼ Service and operational improvements enhancing OTIF, reducing backlog and improving delivery performance Structural Cost Actions Progress On Time Performance $5,000 $200 Jan '25 Dec '25 55% 95% 2024 2025 13
Confidential14 40 65 29 68 107 111 154 187 88 89 91 200 183 138 116 67 45 232 232 232 128 130 132 4 Demonstrated Cost Actions and Operational Discipline Underpin Earnings Recovery (Cont’d) Strategic Manufacturing Footprint with Significant Available Capacity Footprint Outlook ~$100M ◼ Significant Company-owned real estate (see footnote for additional details) ◼ Consolidation to continue in partnerships with key customers ◼ Maintain CapEx spend at ~ $100M per year ◼ Staggering future capital spend to optimize near-term payback metrics2023 2025 Mfg. Facilities 68 61 Utilization ~55% ~40% Est. Annual Run-Rate Savings (Pre-Tax) Note: As of FY2025, gross book values of real estate across the U.S., Canada and Europe were $241M, $29M and $192M, respectively. Fair values estimates of 25 U.S properties, 4 Canadian properties, and 25 European properties were approximately $278M, $37M and $288M, respectively, based on analyses that were prepared in April 2025 and September 2025. The information set forth herein is being furnished solely in satisfaction of the Company’s public disclosure obligations under certain confidentiality agreements that the Company executed with certain unaffiliated holders of the Company ’s outstanding indebtedness to facilitate confidential discussions and negotiations concerning a potential transaction. The information furnished herein was prepared in April and September 2025 in connection with another previously contemplated transaction not related to the potential transaction subject to the confidentiality agreements. The information reflects circumstances, assumptions, analyses and estimates as of the date prepared, and specifically for the previously contemplated transaction, and do not reflect current conditions, subsequent developments or the fair market value of any of the assets included therein. No representation or warranty, express or implied, is made as to the accuracy, completeness or continuing validity of the information, and neither the disclosing party nor any of its affiliates undertakes any obligation to update, revise or otherwise supplement these materials. These materials should not be relied upon, and you are cautioned not to place undue reliance on this information, for any purpose, including as a valuation, fairness opinion, investment recommendation or basis for any decision or action. 14
Confidential14 40 65 29 68 107 111 154 187 88 89 91 200 183 138 116 67 45 232 232 232 128 130 132 $349 ($515) $16 $225 $60 $135 FY2022A EBITDA Vol/Mix/Other Price/Cost Productivity SG&A FY2026E EBITDA ◼ Strategic sourcing savings (materials & components) ◼ SKU reduction lowering manufacturing complexity ◼ Supply chain + footprint optimization Multi-Year Operational Initiatives Driving EBITDA Growth and Cash Flow Generation 5 Procurement Initiatives ~$300M Cost Out Over 4 Years Partially Offsets Volume Declines ($ in millions) 1. Includes court-ordered divestiture of Towanda 1 Midpoint of Guidance ($120-$150M) 15
Confidential14 40 65 29 68 107 111 154 187 88 89 91 200 183 138 116 67 45 232 232 232 128 130 132 Note: 2026E metrics may be subject to rounding errors if calculated off guidance midpoint 1. Net Working Capital = Accounts Receivable + Inventory – Accounts Payable Stable & Efficient Working Capital Management Minimal Capital Expenditure Requirements Drives improved cash flow generation and supports deleveraging as volumes stabilize Strong Free Cash Flow Generation and Disciplined Capital Allocation Support Deleveraging 6 CapEx CapEx % of Sales Net Working Capital 1 % of Sales $111 $174 $136 $85 2.6% 4.6% 4.2% ~2.7% 2023A 2024A 2025A 2026E ($ in millions) 17% 15% 18% ~17% 2023A 2024A 2025A 2026E 16
Confidential14 40 65 29 68 107 111 154 187 88 89 91 200 183 138 116 67 45 232 232 232 128 130 132 Seasoned Leadership Team with Deep Industry and Operational Expertise Experienced Management Team with Track Record of Operational Execution 7 Wendy Livingston EVP, Chief Human Resources Officer Matt Meier EVP, Chief Digital and Information Officer Samantha Stoddard EVP, Chief Financial Officer William (Bill) Christensen Chief Executive Officer Jas Hayes EVP, General Counsel and Corporate Secretary Disciplined Execution and Cost Control Driving Improved Operating Performance ◼ Driving operational improvements across manufacturing and supply chain to enhance service levels, reduce lead times and improve plant efficiency ◼ Supporting improved margin performance, cash flow generation and balance sheet discipline ◼ Enhancing forecasting, S&OP and KPI visibility to improve demand planning, inventory management and working capital efficiency Rachael Elliott EVP, JELD-WEN North America June 2026 - Christian Michel Appointed as Executive Vice President and President, Europe 17
Confidential14 40 65 29 68 107 111 154 187 88 89 91 200 183 138 116 67 45 232 232 232 128 130 132 Financial Forecast ◼ Revenue is forecasted to be $3.1 to $3.2 billion in fiscal year 2026, approximately $3.3 to $3.5 billion in fiscal year 2027, and continued modest growth thereafter ◼ Adjusted EBITDA is forecast to be $120 to $150 million in fiscal year 2026, $180 to $220 million in fiscal year 2027, with margins thereafter expected to be approximately in-line with historical results ◼ Unlevered Free Cash Flow is forecast to be $10 million in fiscal year 2026, approximately $50 to $75 million in fiscal year 2027, with non-material variation in reconciling items between cash flow and Adjusted EBITDA thereafter. 18
Confidential14 40 65 29 68 107 111 154 187 88 89 91 200 183 138 116 67 45 232 232 232 128 130 132 Disclaimer NO OFFER OR SOLICITATION This presentation is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction in connection with the transactions (the “Transactions”) contemplated by JELD-WEN, Inc. (the “Company”) and its subsidiaries or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In particular, this presentation is not an offer of securities for sale into the United States. CAUTIONARY NOTE REGARDING PROJECTIONS The financial projections, prospective financial information and forecasts (collectively, the “Projections”) included in this presentation were not prepared with a view towards public disclosure or compliance with guidance or rules of the U.S. Securities and Exchange Commission (the “SEC”), the guidelines established by the Public Company Accounting Oversight Board or U.S. generally accepted accounting principles (“GAAP”) or any other applicable accounting principles. The Projections were prepared for the internal use of the Company and were provided pursuant to the Confidentiality Agreements for the limited purpose of providing information in connection with the Company’s discussions about a potential transaction. The Projections have been prepared by, and are the responsibility of, the Company’s management. Neither the independent registered public accounting firm of the Company nor any other independent accountant has audited, reviewed, examined, compiled, or performed any procedures with respect to the Projections and, accordingly, none has expressed any opinion or any other form of assurance on such information or its achievability and none assumes any responsibility for the Projections. The inclusion of the Projections should not be regarded as an indication that the Company or any other person considered, or now consider, the Projections to be a reliable prediction of future events, and does not constitute an admission or representation by any person that the expectations, beliefs, opinions, and assumptions that underlie such forecasts remain the same as of the date of this presentation, and readers are cautioned not to place undue reliance on the Projections. The estimates and assumptions underlying the Projections are subject to significant economic and competitive uncertainties and contingencies, which are difficult or impossible to predict accurately and many of which are beyond the control of the Company and may not prove to be accurate. The Projections also do not reflect future changes in general business or economic conditions, or any other transaction or event that may occur and that was not anticipated at the time this information was prepared. The Projections are not, and should not be regarded as, a representation that any of the expectations contained in, or forming a part of, the Projections will be achieved. The Projections are forward-looking in nature. Further, the Projections relate to multiple future years and such information by its nature becomes less predictive with each succeeding day. Accordingly, the Company cannot provide any assurance that the Projections will be realized; actual future financial results will vary from such forward-looking information and may vary materially. The Company does not provide a forward-looking reconciliation of certain forward-looking non-GAAP measures as the amount and significance of special items required to develop meaningful comparable GAAP financial measures cannot be estimated at this time without unreasonable efforts. These special items could be meaningful. The foregoing considerations should be taken into account in reviewing this presentation, which were prepared as of an earlier date. 19
Confidential14 40 65 29 68 107 111 154 187 88 89 91 200 183 138 116 67 45 232 232 232 128 130 132 Disclaimer (Cont’d) FORWARD-LOOKING STATEMENTS Certain statements made herein may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements are generally identified by our use of forward-looking terminology, including the terms “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “seek,” or “should,” and, in each case, their negative or other various or comparable terminology. All statements other than statements of historical facts are forward-looking statements, including statements about the consummation of the Transactions and the expected benefits therefrom, the Projections, our business strategies and ability to execute on our plans, market potential, future financial performance and our expectations, beliefs, plans, objectives, prospects, assumptions, or other future events, all of which involve risks and uncertainties that could cause actual results to differ materially. We have based these forward-looking statements on our current expectations, assumptions, estimates, and projections. While we believe these expectations, assumptions, estimates, and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. Such factors include, but are not limited to, the Company’s ability to consummate the Transactions; the Company’s ability to execute and realize the expected benefits of the Transactions; the impact of the Transactions on the market price of the Company’s securities; litigation, including the outcome of any legal proceedings that may be instituted against the Company or others relating to the Transactions; diversion of management’s attention away from the Company’s business on account of the Transactions; the Company’s ability to raise additional capital in the future; the risk that an insufficient number of eligible participants participate in the Transactions; the Company’s ability to obtain the support and consent of the lenders under its asset-based revolving credit facility to participate in the Transactions; if the Transactions are not consummated, the potential delays and significant costs of alternative transactions, which may not be available to the Company on acceptable terms, or at all, which in turn may impact the Company’s ability to continue as a going concern; the adverse impact of failing to consummate the Transactions or otherwise deleveraging on the Company’s financial condition, business prospects and the market price of the Company’s securities; and the factors disclosed in the Company’s SEC filings from time to time, including, without limitation, those factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and the Quarterly Reports on Form 10-Q filed in 2026. The forward-looking statements are made as of the date hereof, and the Company undertakes no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise, except as required by law. NON-GAAP FINANCIAL MEASURES These materials include certain financial measures not presented in accordance with GAAP including, but not limited to, Adjusted EBITDA, Adjusted EBITDA margin, EBITDA, EBITDA margin, Free Cash Flow and certain metrics derived therefrom. These non-GAAP financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing the Company’s financial results. Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under GAAP. You should be aware that the Company’s presentation of these measures may not be comparable to similarly-titled measures used by other companies. 20