Form 4: Manish H. Shah receives 1,111.37 phantom stock units at Quanex (NX)

Rhea-AI Filing Summary

Quanex Building Products Corp. (NX) director Manish H. Shah was credited with 1,111.37 Phantom Stock Units on 08/28/2025 under the company's Deferred Compensation Plan. Each phantom unit is the economic equivalent of one share of common stock and will be distributed in cash according to the participant's selected payment schedule or upon death, disability, or termination of service. The filing shows a reported per-unit price of $21.37 and indicates the reporting person now beneficially owns 3,671.084 phantom units in total, which includes 10.789 units from automatic dividend reinvestment. The Form 4 was signed by power of attorney on 08/29/2025.

Positive

• 1,111.37 Phantom Stock Units credited to director Manish H. Shah on 08/28/2025, reflecting alignment of director compensation with company value
• Dividend reinvestment added 10.789 phantom units, showing the plan credits dividend equivalents to participant accounts

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director deferral of compensation into phantom stock units aligns pay with shareholder outcomes without immediate equity dilution.

This Form 4 documents a non-cash compensation event: 1,111.37 phantom stock units credited to a director under the Deferred Compensation Plan as deferred director compensation. Phantom units mirror economic exposure to common stock but are payable in cash, so they do not create additional shares outstanding or immediate voting dilution. The per-unit accounting reference of $21.37 reflects the valuation used for this grant or reporting metric. For governance analysis, this is a standard compensation deferral and not a change in control, management stake, or corporate strategy.

Compensation & Benefits Analyst

TL;DR: A routine deferral grant increases the director's cash-settled exposure to company performance; impact on financials is indirect and deferred.

The entry of 1,111.37 phantom units represents deferral of director fees into an instrument that tracks the economic value of common stock. Because distributions are cash-settled per the plan, this is a compensation liability rather than equity, affecting future cash obligations when paid. The inclusion of 10.789 units from dividend reinvestment indicates the plan credits dividend equivalents to participant accounts. This is a standard element of nonqualified deferred compensation arrangements for board members.

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^*

Shah Manish H

(Last) (First) (Middle)

945 BUNKER HILL ROAD

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	3,671.084(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 10.789 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 did Manish H. Shah report on the Form 4 for NX?

He reported being credited with 1,111.37 Phantom Stock Units on 08/28/2025 under the Deferred Compensation Plan.

What is a phantom stock unit according to the filing?

Each phantom stock unit is described as the economic equivalent of one share of common stock, with distributions made in cash per the plan.

How many phantom units does the reporting person own after the transaction?

The filing shows 3,671.084 phantom stock units beneficially owned following the reported transaction.

What price or valuation is shown for the phantom units?

The Form 4 lists a per-unit figure of $21.37 associated with the reported 1,111.37 units.

When was the Form 4 signed and filed?

The signature by power of attorney is dated 08/29/2025, reflecting the filing for the 08/28/2025 transaction.