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[8-K] Owens Corning Reports Material Event

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(High)
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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Owens Corning named Todd W. Fister as Executive Vice President, Chief Financial and Operating Officer, effective May 1, 2026. He will hold a combined operational and financial leadership role while the company conducts an external search for a Chief Financial Officer.

Fister has been Executive Vice President and Chief Financial Officer since September 2023, and previously served as President, Insulation. In connection with his promotion, his base salary will be $850,000 per year, with a target annual cash incentive equal to 100% of base salary. His annual long-term incentive award target will increase to $3,500,000 beginning in 2027, and he will receive a promotional equity grant of $1,000,000 in restricted stock units that generally vest after two years.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Base salary $850,000 per year Compensation for Executive Vice President, Chief Financial and Operating Officer role
Target annual cash incentive 100% of base salary Incentive opportunity for Todd W. Fister
Long-term incentive target $3,500,000 annually Annual long-term incentive award target commencing in 2027
Promotional equity award $1,000,000 RSUs Restricted stock units vesting generally after two years
Effective date of promotion May 1, 2026 Start date for Executive Vice President, Chief Financial and Operating Officer role
Executive Vice President, Chief Financial and Operating Officer financial
"promoted Todd W. Fister to Executive Vice President, Chief Financial and Operating Officer, effective as of May 1, 2026"
target annual cash incentive opportunity financial
"his target annual cash incentive opportunity will remain at 100% of his base salary"
long-term incentive award financial
"His annual long-term incentive award target will be increased to $3,500,000 commencing in 2027"
restricted stock units financial
"Mr. Fister will receive a promotional equity award of $1,000,000 of restricted stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
2023 Stock Plan financial
"which will be granted pursuant to the terms of the Company’s 2023 Stock Plan"
Understanding 8-K Material Events →
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): April 28, 2026
______________________________________
Owens Corning
(Exact name of registrant as specified in its charter)
______________________________________
DE1-3310043-2109021
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(I.R.S. Employer
Identification No.)
One Owens Corning Parkway
Toledo,Ohio43659
(Address of principal executive offices)    
(Zip Code)
419-248-8000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
______________________________________
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: 
☐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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareOCNew 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 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 28, 2026, the Board of Directors of Owens Corning (the “Company”) promoted Todd W. Fister to Executive Vice President, Chief Financial and Operating Officer, effective as of May 1, 2026. Mr. Fister, age 51, has served as the Company’s Executive Vice President and Chief Financial Officer since September 2023, and prior to that served as the Company’s President, Insulation since July 2019. He will operate in a combined role providing both operational and financial leadership as the Company conducts an external search for a Chief Financial Officer.
In connection with his promotion, Mr. Fister’s base salary will be set at $850,000 per year and his target annual cash incentive opportunity will remain at 100% of his base salary. His annual long-term incentive award target will be increased to $3,500,000 commencing in 2027. In addition, Mr. Fister will receive a promotional equity award of $1,000,000 of restricted stock units, which will be granted pursuant to the terms of the Company’s 2023 Stock Plan and will generally vest in full after two years.


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Owens Corning
May 1, 2026By:/s/ Gina A. Beredo
Gina A. Beredo
Executive Vice President, Chief Administrative Officer and General Counsel



Source: View Original Filing on SEC EDGAR

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