[8-K] JELD-WEN Holding, Inc. Reports Material Event

Rhea-AI Filing Summary

On 5 Aug 2025, LTC Properties, Inc. amended its $400 million at-the-market (ATM) equity distribution agreement originally dated 13 Nov 2024.

The amendment: (i) adds RBC Capital Markets LLC and BTIG LLC as additional sales agents/principals; (ii) designates RBC Capital Markets LLC and Nomura Securities International, Inc. (through BTIG) as additional forward sellers; and (iii) appoints Royal Bank of Canada and Nomura Global Financial Products, Inc. as additional forward purchasers under new master forward confirmations (Ex. 99.1).

Concurrently, LTC terminated BMO Capital Markets Corp., Bank of Montreal and Wedbush Securities Inc. from the agreement. Approximately $376.4 million of common stock capacity remains unsold. All other terms, including issuance under Shelf Registration Statement No. 333-283158, are unchanged.

The revision maintains LTC’s ability to raise equity or enter forward sales, though utilization of the remaining capacity could prove dilutive to current shareholders.

Positive

• Expanded syndicate with RBC, BTIG and Nomura increases distribution reach and forward-sale optionality.
• $376.4 million remaining ATM capacity provides significant financing flexibility without immediate debt issuance.

Negative

• Potential dilution if the large unused ATM capacity is tapped aggressively.
• Termination of BMO, Bank of Montreal and Wedbush reduces counterparty diversity and may hint at weaker relationships.

Insights

Capital Markets Analyst

TL;DR Neutral: ATM syndicate reshuffled; financing flexibility retained, dilution risk unchanged.

The amendment refreshes distribution capacity by bringing in RBC and BTIG—firms with broad institutional reach and proven forward-sale execution. Removing BMO/Bank of Montreal and Wedbush has little operational impact because $376.4 million (94%) of authority is still unused. No change to size, pricing mechanics or covenants, so the transaction neither strengthens nor weakens balance-sheet metrics today. Investors should monitor future ATM activity, as sizeable issuance could weigh on per-share FFO.

REIT Equity Analyst

TL;DR Administrative realignment; modest strategic benefit, limited immediate earnings effect.

For a healthcare-focused REIT like LTC, diversified capital channels are essential. Adding RBC and Nomura expands counterparties able to structure forward equity, which can time share settlement to match acquisitions. However, only $23.6 million has been sold to date, hinting at limited near-term external growth needs. Terminating former agents may simply reflect low activity. The filing is not a sign of distress, but investors should weigh potential dilution against acquisition pipeline returns.

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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): August 5, 2025

JELD-WEN HOLDING, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38000

93-1273278

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

2645 Silver Crescent Drive

Charlotte, North Carolina 28273

(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

Common Stock (par value $0.01 per share)

JELD

New York Stock Exchange

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 2.02 Results of Operations and Financial Condition.

On August 5, 2025, JELD-WEN Holding, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 28, 2025. A copy of the press release is being furnished as Exhibit 99.1 attached hereto and is incorporated by reference herein.

The information contained in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18. Furthermore, the information contained in this Item 2.02 and Exhibit 99.1 shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.

Item 7.01 Regulation FD Disclosure.

On August 6, 2025, the Company’s management will present certain information in connection with its earnings call and webcast with shareholders, analysts and others relating to the results discussed above. A presentation highlighting the Company’s financial results is available on the Investor Relations section of the Company’s website at http://investors.jeld-wen.com. Information on the Company’s website is not and should not be considered part of, nor is it incorporated by reference into, this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.			Description
99.1			Press Release issued by JELD-WEN Holding, Inc. dated August 5, 2025, announcing financial results for the second quarter ended June 28, 2025.
104			Cover Page Interactive Data file (formatted as Inline XBRL).

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: August 5, 2025

JELD-WEN HOLDING, INC.

By:

/s/ Samantha L. Stoddard

Samantha L. Stoddard

Executive Vice President and Chief Financial Officer

FAQ

What did LTC Properties (LTC) disclose in its Form 8-K dated August 5, 2025?

The company amended its $400 million equity distribution agreement, adding RBC/BTIG/Nomura and terminating BMO, Bank of Montreal and Wedbush.

How much capacity remains under LTC’s at-the-market equity program?

Approximately $376.4 million of common stock can still be issued.

Which new agents and forward counterparties were added to LTC’s agreement?

RBC Capital Markets LLC and BTIG LLC (agents), RBC Capital Markets LLC and Nomura Securities Int’l (forward sellers), Royal Bank of Canada and Nomura Global Financial Products (forward purchasers).

Which firms were removed from LTC’s equity distribution agreement?

BMO Capital Markets Corp., Bank of Montreal and Wedbush Securities Inc. were terminated.

Does the amendment change the total size of the equity distribution program?

No. The program size remains at $400 million; only the participating counterparties were adjusted.

Under which registration statement will future shares be issued?

Shares will be issued under Shelf Registration Statement No. 333-283158 and its related prospectus supplements.