Louisiana-Pacific (NYSE: LPX) amends Q3 2025 report for CEO Rule 10b5-1 stock plan

Rhea-AI Filing Summary

Louisiana-Pacific Corporation filed an amended quarterly report for the quarter ended September 30, 2025. The amendment does not change any financial statements or other disclosures from the original report. Instead, it adds previously omitted information about a pre-arranged stock trading plan and updates certain executive certifications.

The company discloses that on August 27, 2025, Chairperson and Chief Executive Officer W. Bradley Southern entered into a Rule 10b5-1 trading arrangement for the potential sale of up to 340,000 shares of common stock between December 1, 2025 and May 15, 2026. The plan is intended to meet the affirmative defense conditions of Rule 10b5-1(c), which allows executives to sell shares under a predetermined schedule. The amendment also includes new certifications from the Chief Executive Officer and Chief Financial Officer under Rule 13a-14(a) of the Exchange Act.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

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

For the Quarterly Period Ended September 30, 2025

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

Commission File Number 1-7107

 LOUISIANA-PACIFIC CORPORATION

(Exact name of registrant as specified in its charter)

Delaware						93-0609074
(State or other jurisdiction of incorporation or organization)						(IRS Employer Identification No.)

1610 West End Avenue, Suite 200, Nashville, TN 37203

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (615) 986 - 5600

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol			Name of each exchange on which registered
Common Stock, $1 par value			LPX			New York Stock Exchange

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

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

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

Large accelerated filer			x			Accelerated filer			o
Non-accelerated filer			o			Smaller reporting company			☐
Emerging growth company			☐

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 69,643,461 shares of common stock, $1 par value per share, outstanding as of November 3, 2025.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-Q/A (this “Amendment”) amends the Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 originally filed by Louisiana-Pacific Corporation, a Delaware corporation (“we,” “our,” “us” or the “Company”), with the Securities and Exchange Commission (“SEC”) on November 5, 2025 (the “Original Filing”). We are filing this Amendment solely to (a) amend Item 5 of Part II of the Original Filing to include information concerning a Rule 10b5-1 trading arrangement adopted by our Chief Executive Officer on August 27, 2025 that was inadvertently omitted from the Original Filing and (b) amend Item 6 of Part II of the Original Filing to include (i) new certifications of our Chief Executive Officer and Chief Financial Officer, as Exhibits 31.1 and 31.2, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. We are not furnishing new certifications under Section 906 of the Sarbanes-Oxley Act of 2002 because no financial statements are being filed with this Amendment. The complete text of Item 5 of Part II has been set forth in its entirety in accordance with Rule 12b-15 under the Exchange Act.

Other than as expressly set forth herein, this Amendment does not, and does not purport to, amend, update or restate the information in Original Filing or reflect any events that have occurred after the Original Filing was made. Information not affected by this Amendment remains unchanged and reflects the disclosures made at the time as of which the Original Filing was made. No changes have been made to the financial statements of the Company as contained in the Original Filing. Accordingly, this Amendment should be read together with the Original Filing and the Company’s other filings with the SEC.

PART II - OTHER INFORMATION

ITEM 5.OTHER INFORMATION

None of our directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the quarter ended September 30, 2025, except that on August 27, 2025, W. Bradley Southern, our Chairperson of the Board of Directors and Chief Executive Officer, entered into a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense conditions provided in Rule 10b5-1(c) of the Exchange Act for the sale of up to 340,000 shares of our common stock from December 1, 2025 through May 15, 2026.

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ITEM 6.EXHIBITS

31.1			*Certifications of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. *
31.2			*Certifications of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. *
101.INS			Inline XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document *
101.SCH			Inline XBRL Taxonomy Extension Schema Document.*
101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document.*
104			Cover Page Interactive Data File (embedded with Inline XBRL document and contained in Exhibit 101)*

*Filed herewith.

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SIGNATURES

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

						LOUISIANA-PACIFIC CORPORATION
Date:			December 12, 2025			BY:			/s/ W. Bradley Southern
									W. Bradley Southern
									Chief Executive Officer
Date:			December 12, 2025			BY:			/s/ Alan J.M. Haughie
									Alan J.M. Haughie
									Executive Vice President and
									Chief Financial Officer

FAQ

Why did Louisiana-Pacific Corporation (LPX) file this 10-Q/A amendment?

The company filed the amendment to add omitted information about a Rule 10b5-1 trading arrangement adopted by its Chief Executive Officer and to include updated CEO and CFO certifications under Rule 13a-14(a) of the Exchange Act. No financial statements were changed.

What Rule 10b5-1 trading plan did LPX's CEO adopt?

On August 27, 2025, W. Bradley Southern, LPX's Chairperson and Chief Executive Officer, entered into a Rule 10b5-1 trading arrangement intended to satisfy Rule 10b5-1(c) affirmative defense conditions for the sale of up to 340,000 shares of LPX common stock.

Over what period could LPX CEO shares be sold under the Rule 10b5-1 plan?

The Rule 10b5-1 trading arrangement provides for potential sales of up to 340,000 shares of Louisiana-Pacific common stock from December 1, 2025 through May 15, 2026.

Does this LPX 10-Q/A amendment change any financial results?

No. The amendment states that no changes have been made to the company's financial statements and that it does not amend or update other disclosures in the original quarterly report, apart from the specified new information and certifications.

What new executive certifications are included in the LPX 10-Q/A?

The amendment adds new certifications by the Chief Executive Officer and Chief Financial Officer as Exhibits 31.1 and 31.2, respectively, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

How many LPX common shares were outstanding as of the latest practicable date?

The filing reports that 69,643,461 shares of Louisiana-Pacific Corporation common stock, $1 par value per share, were outstanding as of November 3, 2025.

Does the LPX amendment affect prior disclosures about internal controls or related items?

The amendment notes that because it includes no financial statements and does not change disclosures related to Items 307 and 308 of Regulation S-K, certain paragraphs of the executive certifications were omitted, and Section 906 certifications were not furnished.