JELD-WEN aligns late note swap with lower early terms
Participants in the Exchange Offer may elect to purchase their applicable Pro Rata Portion of up to $410.2 million in aggregate principal amount of new notes due 2031.
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Form Type
8-K
Rhea-AI Filing Summary
JELD-WEN Holding, Inc. announced that late exchange consideration in JELD-WEN, Inc.’s exchange offer for the 4.875% Senior Notes due 2027 will match the Lower Early Exchange Consideration. Eligible holders who validly tender and do not withdraw Old Notes after 5:00 p.m. New York City time on November 10, 2026, and at or before the Expiration Time will receive the same consideration as Non-New Money Participants who tendered by the Early Exchange Time.
Participants in the Exchange Offer may elect to purchase their applicable Pro Rata Portion of up to $410.2 million in aggregate principal amount of new first lien senior secured notes due 2031. Completion of the Exchange Offer, Consent Solicitation and issuance is subject to satisfaction or waiver by the Issuer of the Financing Conditions and General Conditions. An eligible holder other than a Backstop-New Money Participant who did not subscribe for all of its Pro Rata Portion or fund it by the Funding Date (or, for a Backstop Party, by the Backstop Funding Date) will only be entitled to receive $930 principal amount of New Notes per $1,000 principal amount of Old Notes tendered by the Early Exchange Time.
8-K Event Classification
2 items: 7.01, 9.01
2 items
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
Coupon on Old Notes: 4.875%
New Money Offer: Up to $410.2 million in aggregate principal amount
Early Exchange Time: 5:00 p.m. New York City time on November 10, 2026
+1 more
4 metrics
Coupon on Old Notes
4.875%
Senior Notes due 2027
New Money Offer
Up to $410.2 million in aggregate principal amount
New first lien senior secured notes due 2031
Early Exchange Time
5:00 p.m. New York City time on November 10, 2026
Late tenders are made after this time and at or before the Expiration Time
New Notes consideration for certain early tenders
$930 principal amount of New Notes per $1,000 principal amount of Old Notes
Applies to eligible holders other than Backstop-New Money Participants who did not subscribe for all of their Pro Rata Portion or did not fund by the applicable deadline
Key Terms
Late Exchange Consideration, Consent Solicitation, Pro Rata Portion, Financing Conditions
4 terms
Late Exchange Consideration financial
"change to the Late Exchange Consideration"
Consent Solicitation financial
"related solicitation of consents to certain proposed amendments"
A consent solicitation is a formal request sent to shareholders or creditors asking them to sign off on a proposed corporate change—such as altering governance rules, approving a deal, or waiving contract terms—without holding a full meeting. It matters to investors because it can quickly change their rights, voting power or the company’s direction, much like asking neighbors to sign a petition to alter a shared fence rather than discussing it at a community meeting.
Pro Rata Portion financial
"their applicable Pro Rata Portion of up to $410.2 million"
Financing Conditions financial
"satisfaction or waiver by the Issuer of the Financing Conditions"
Financing conditions are the practical terms and environment that determine how a company can raise money — how easy it is to borrow or sell shares, how much it will cost, and what rules come with the funds. Like borrowing from a bank versus a friend, tighter conditions mean higher cost or tougher rules and can slow growth, increase risk, or dilute existing shareholders, so investors watch them to judge future funding and value.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What consideration do late JELD-WEN note tenders receive?
Eligible holders who validly tender and do not withdraw Old Notes after 5:00 p.m. New York City time on November 10, 2026, and at or before the Expiration Time receive the same consideration as Non-New Money Participants who tendered by the Early Exchange Time.
How large is JELD-WEN’s New Money Offer?
Participants in the Exchange Offer may elect to purchase their applicable Pro Rata Portion of up to $410.2 million in aggregate principal amount of new first lien senior secured notes due 2031.
Who can participate in JELD-WEN’s exchange offer?
In the United States, the offer is for holders reasonably believed to be qualified institutional buyers; outside the United States, it is for holders who are not U.S. persons. Holders must certify that they are Eligible Holders to participate in the Exchange Offer, New Money Offer, and Consent Solicitation.
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): November 12, 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-4(c)) | |||||
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 7.01 Regulation FD Disclosure.
Change to Late Exchange Consideration in Exchange Offer and Consent Solicitation
On November 12, 2026, JELD-WEN Holding, Inc. (the “Company”) issued a press release announcing a change to the Late Exchange Consideration (as defined in the press release) in the previously announced exchange offer and consent solicitation (together with the related transactions, the “Transactions”) relating to the 4.875% Senior Notes due 2027 issued by JELD-WEN, Inc.
A copy of the press release announcing such change to the Late Exchange Consideration is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information furnished in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) 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 November 12, 2026, announcing a change to the Late Exchange Consideration in the Exchange Offer and the Consent Solicitation. | ||||
| 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, consent 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. No offer of securities shall be made in the United States absent registration under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.
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, 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 filings with the U.S. Securities and
Exchange Commission 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: November 12, 2026 | JELD-WEN HOLDING, INC. | |||||||||||||
| By: | /s/ Samantha L. Stoddard | |||||||||||||
| Samantha L. Stoddard | ||||||||||||||
| Executive Vice President and Chief Financial Officer | ||||||||||||||
Exhibit 99.1 JELD-WEN Announces Change in Late Exchange Consideration in Exchange Offer and Consent Solicitation for Outstanding 4.875% Senior Notes due 2027 CHARLOTTE, N.C., Nov. 12, 2026 – JELD-WEN Holding, Inc. (NYSE: JELD) (“JELD-WEN” or the “Company”) today announced a change to the Late Exchange Consideration in the previously announced offer by JELD-WEN, Inc. (the “Issuer”) to (x) all Eligible Holders (as defined herein) of the Issuer’s outstanding 4.875% Senior Notes due 2027 (the “Old Notes”) to exchange (the “Exchange Offer”) any and all of the Old Notes for new first lien senior secured notes due 2031 (the “New Notes”) and the related solicitation of consents to certain proposed amendments to the indenture governing the Old Notes (the “Consent Solicitation”), and (y) participants in the Exchange Offer to elect to purchase their applicable Pro Rata Portion of up to $410.2 million in aggregate principal amount of the New Notes (the “New Money Offer”), in each case, on the terms and subject to the conditions set forth in the confidential offering memorandum and consent solicitation statement, dated October 28, 2026 (as supplemented or otherwise modified from time to time, the “Offering Memorandum”). Capitalized terms used herein but not defined herein have the meanings assigned in the Offering Memorandum. The Issuer is changing the Late Exchange Consideration (as defined in the Offering Memorandum) available to Eligible Holders who validly tender (and do not validly withdraw) Old Notes after 5:00 p.m., New York City time, on November 10, 2026 (the “Early Exchange Time”) and at or prior to the Expiration Time (as defined in the Offering Memorandum). The Late Exchange Consideration will now be the same as the Lower Early Exchange Consideration (as defined in the Offering Memorandum), such that Eligible Holders who validly tender their Old Notes after the Early Exchange Time and at or prior to the Expiration Time will receive the same consideration as Non-New Money Participants who validly tendered (and have not validly withdrawn) Old Notes at or prior to the Early Exchange Time, as further set forth in the Offering Memorandum. Any Eligible Holder (other than a Backstop-New Money Participant) who either (i) did not subscribe for all of its Pro Rata Portion of the New Money Offer or (ii) did not fund such portion by the Funding Date (or, with respect to a Backstop Party, does not fund such portion by the Backstop Funding Date) will only be entitled to receive $930 in principal amount of New Notes per $1,000 in principal amount of Old Notes validly tendered (and not validly withdrawn) at or prior to the Early Exchange Time in the Exchange Offer. As described in the Offering Memorandum, each Backstop Party is obligated to fund the New Notes as part of the New Money Offer, including the Shortfall, by the Backstop Funding Date communicated in the Backstop Funding Notice at least four (4) business days prior to the Backstop Funding Date. The consummation of the Exchange Offer, the Consent Solicitation and the New Money First Lien Notes Issuance is subject to, and conditioned upon, the satisfaction or waiver by the Issuer of the Financing Conditions and the General Conditions. The Exchange Offer is being made, and the New Notes are being offered and issued (i) in the United States, to holders of Old Notes who are reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A promulgated under the U.S. Securities Act of 1933, as amended (the “Securities Act”)) and (ii) outside the United States, to holders of Old Notes who are persons other than U.S. persons in reliance upon Regulation S promulgated under the Securities Act (such holders in clauses (i) and (ii) collectively, the “Eligible Holders”). Only holders of Old Notes who certify that they are Eligible Holders are authorized to participate in the Exchange Offer, the New Money Offer and the Consent Solicitation.
2 Eligible Holders of the Old Notes are urged to carefully read the entire Offering Memorandum, including the information presented under “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements,” and the documents incorporated by reference into the Offering Memorandum, including the Company’s audited consolidated financial statements (and the accompanying notes thereto) included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, the Company’s unaudited condensed consolidated financial statements (and the accompanying notes thereto) included in the Company’s Quarterly Reports on Form 10-Q, in each case, as filed with the U.S. Securities and Exchange Commission (the “SEC”), before making any decision with respect to the New Money Offer, the Exchange Offer or the Consent Solicitation. None of the Company, the Issuer, Kroll Issuer Services (US), in its capacity as exchange agent (the “Exchange Agent”) and as information agent (the “Information Agent”), the trustees and notes collateral agent, as applicable, under the indentures governing the Old Notes and the New Notes, or any of their respective affiliates, makes any recommendation as to whether Eligible Holders of Old Notes should participate in the New Money Offer, tender their Old Notes pursuant to the Exchange Offer or deliver Consents pursuant to the Consent Solicitation. Each Eligible Holder must make its own decision as to whether to participate in the New Money Offer and whether to tender its Old Notes and to deliver Consents and, if so, the principal amount of Old Notes as to which action is to be taken. The Exchange Offer, the New Money Offer, the New Notes and related guarantees have not been registered under the Securities Act or any other applicable securities laws and, unless so registered, the New Notes may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, “U.S. persons” (as defined in Rule 902 under the Securities Act), except in transactions exempt from, or not subject to, the registration requirements of the Securities Act and any other applicable securities laws. Questions concerning the Exchange Offer, the New Money Offer and the Consent Solicitation may be directed to the Exchange Agent and the Information Agent, in accordance with the contact details shown on the back cover of the Offering Memorandum. 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
3 980-403-4459 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," "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 Exchange Offer and Consent Solicitation and 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 SEC 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, consent 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. No offer of securities shall be made in the United States absent registration under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. Source: JELD-WEN Holding, Inc.