Quanex Form 4: Director Jason Lippert Granted 1,111.37 Phantom Units

Rhea-AI Filing Summary

Jason Lippert, a director of Quanex Building Products Corp (NX), received 1,111.37 phantom stock units on 08/28/2025 through the companys Deferred Compensation Plan in lieu of director compensation. Each phantom unit is the economic equivalent of one share of common stock and the reported per-unit value was $21.37, resulting in an addition of economic exposure equal to those units. Following the grant (including 57.908 units from dividend reinvestment), Mr. Lippert beneficially owns 14,849.411 phantom stock units held directly. Distributions under the plan are paid in cash on dates selected by participants or upon death, disability, or termination of service as a director.

Insights

Corporate Governance Expert

TL;DR: Routine director compensation via deferred phantom stock; increases alignment with shareholders but is not a material corporate event.

This filing documents a non-cash, deferred award to a director under the companys Deferred Compensation Plan. Phantom units mirror common stock economically and will be settled in cash under participant-chosen schedules or upon certain termination events. The transaction appears to be a standard governance practice to align director incentives without immediate share issuance. There is no indication of extraordinary dilution, executive departure, or change in control provisions in this filing.

Compensation Analyst

TL;DR: Director received 1,111.37 phantom units valued at $21.37 each; this is a routine deferral of director cash compensation into equity-linked units.

The filing shows units credited as a result of deferral of director compensation plus automatic dividend reinvestment (57.908 units). Phantom units provide economics equivalent to common shares but settle in cash, which preserves share count while aligning incentives. The disclosure lists the post-transaction balance of 14,849.411 units, providing transparency on the directors outstanding deferred equity exposure.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

LIPPERT JASON

(Last) (First) (Middle)

945 BUNKER HILL

SUITE 900

(Street)

HOUSTON TX 77024

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Quanex Building Products CORP [ NX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock Units	(1)	08/28/2025		A(2)		1,111.37		(1)	(1)	Common Stock	1,111.37	$21.37	14,849.411(3)	D

Explanation of Responses:

1. Each Phantom Stock Unit is the economic equivalent of one share of common stock. Distributions under the Deferred Compensation Plan are made in cash beginning on a specified date selected by the participant or upon the participant's death, disability, or termination of service as a director.

2. Units credited to the participant's account under the Deferred Compensation Plan as a result of deferral of Director Compensation.

3. Includes 57.908 phantom stock units credited to the participant's account as a result of automatic dividend reinvestment.

	/s/ Paul B. Cornett, Power of Attorney	08/29/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What change did Jason Lippert report on Form 4 for Quanex (NX)?

He reported receipt of 1,111.37 phantom stock units credited under the Deferred Compensation Plan on 08/28/2025.

What is the value per phantom stock unit reported?

The filing shows a per-unit value of $21.37 for the phantom stock units credited.

How many phantom stock units does Jason Lippert own after the transaction?

Following the grant and dividend reinvestment, he beneficially owns 14,849.411 phantom stock units.

How and when are phantom stock units paid out under the plan?

Distributions are made in cash beginning on a specified date selected by the participant or upon the participants death, disability, or termination of service as a director.

Did the Form 4 indicate any exercise or issuance of actual common shares?

No. The filing reports phantom stock units, which are economic equivalents and settle in cash rather than representing current share issuance.