[8-K] Owens Corning Reports Material Event

Rhea-AI Filing Summary

Owens Corning is amending the planned sale of its global glass reinforcements business. The original enterprise value of $755 million has been reduced to $645 million, and the company expects to record an additional loss on sale of about $140 million.

Under the revised terms, the buyer will transfer roughly $65 million of additional assets at closing and the prior promissory notes are eliminated. Owens Corning has received a non-refundable $30 million deposit and now expects about $280 million in after-tax net proceeds.

The glass reinforcements business remains classified as held for sale and its results are treated as discontinued operations. The company plans to use the cash proceeds for growth investments and returning cash to shareholders and expects the transaction to close in the second quarter of 2026.

Positive

• Owens Corning expects about $280 million in after-tax net cash proceeds from the revised sale, which it plans to use for growth investments and returning cash to shareholders.
• The amendment eliminates promissory notes from the purchasers and includes a non-refundable $30 million deposit, improving certainty of value and closing.
• Revised terms add approximately $65 million of additional assets to be transferred at closing, modestly enhancing the asset package received.

Negative

• The revised agreement reduces the enterprise value from $755 million to $645 million, indicating a materially lower valuation for the glass reinforcements business.
• Owens Corning expects to recognize an additional loss on sale of about $140 million, which will negatively affect its reported earnings when the transaction closes.

Insights

Corporate finance analyst

Sale repricing adds a sizable loss but still delivers cash proceeds.

Owens Corning is proceeding with the divestiture of its glass reinforcements business, but on softer terms. The enterprise value moves from $755 million to $645 million, and management expects an extra loss on sale of around $140 million, which will weigh on reported earnings.

The amendment removes promissory notes in favor of more upfront value, including a non-refundable $30 million deposit and about $65 million of additional assets at close. After customary adjustments, the company anticipates roughly $280 million of after-tax net cash proceeds, earmarked for growth projects and shareholder returns.

The deal is still expected to close in the second quarter of 2026, and the glass reinforcements unit continues to be reported as discontinued operations. The net effect combines a clearer exit path and cash inflow with a materially higher accounting loss and lower overall valuation for the divested business.

8-K Event Classification

2 items: 2.06, 8.01

2 items

Item 2.06 Material Impairments Financial

The company concluded that a material charge for impairment of assets (goodwill, intangibles, etc.) is required.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Original enterprise value: $755 million Revised enterprise value: $645 million Additional loss on sale: $140 million +4 more

7 metrics

Original enterprise value $755 million Enterprise value for GR Business in February 2025 agreement

Revised enterprise value $645 million Enterprise value for GR Business under April 2026 amendment

Additional loss on sale $140 million Expected additional loss due to revised terms

Non-refundable deposit $30 million Deposit received from purchasers at amendment signing

Additional assets at close $65 million Approximate value of extra assets to transfer at closing

After-tax net proceeds $280 million Estimated after-tax net cash proceeds from transaction

Expected closing period Q2 2026 Company expects transaction to close in the second quarter of 2026

Key Terms

enterprise value, impairment charge, discontinued operations, held for sale, +2 more

6 terms

enterprise value financial

"providing for the sale of materially all of the GR Business at an enterprise value of $755 million"

Enterprise value is the total worth of a company, reflecting what it would cost to buy the entire business. It includes the company's market value plus any debts, minus its cash holdings, offering a comprehensive picture of its true value. Investors use it to compare companies regardless of their capital structures, helping them assess how much they would need to pay to acquire the business.

impairment charge financial

"disclosed an expected impairment charge associated with the announced sale of the Company’s global glass reinforcements business"

An impairment charge is an accounting write-down taken when a company determines an asset—like a building, patent, or investment—is worth less than its recorded value, similar to lowering the price tag on a used car when damage reduces its resale value. It matters to investors because it reduces reported profits and the company’s asset base, can signal business challenges or one-time losses, and may affect future earnings, creditworthiness, and valuation.

discontinued operations financial

"the GR Business’s financial results would be reflected ... as discontinued operations for all periods presented"

Discontinued operations are parts of a company that it has decided to sell or shut down, and no longer plans to run in the future. This matters to investors because it helps them understand which parts of the business are ongoing and which are being phased out, providing a clearer picture of the company’s current performance and future prospects. Think of it like a store closing a department—it no longer contributes to sales or profits.

held for sale financial

"the GR Business would be classified as “held for sale.”"

An asset or a group of assets classified as 'held for sale' is one the company intends to sell rather than keep using, and management has committed to that plan with an active effort to find a buyer. Investors care because these items are removed from ongoing operating results and valued differently, offering a clearer view of the business’s continuing performance—think of it like marking a piece of furniture for the garage sale rather than counting it as part of your regular household setup.

after-tax net proceeds financial

"the Company expects to receive after-tax net proceeds from the Transaction ... of approximately $280 million"

non-refundable deposit financial

"In connection with execution of the Amendment, the Company received a $30 million non-refundable deposit"

A non-refundable deposit is an upfront payment that is kept by the recipient even if the buyer cancels the deal; it acts like a reservation fee that will not be returned. For investors, it signals a firm commitment and reduces deal risk because part of the transaction value is secured regardless of completion—similar to a held earnest money that compensates the seller for lost time and can affect expected cash flows and valuation assumptions.

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 14, 2026

______________________________________

Owens Corning

(Exact name of registrant as specified in its charter)

______________________________________

DE

1-33100

43-2109021

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

One Owens Corning Parkway

Toledo,

Ohio

43659

(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 class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

OC

New 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 2.06. Material Impairments.

On February 14, 2025, Owens Corning (the “Company”) disclosed an expected impairment charge associated with the announced sale of the Company’s global glass reinforcements business (the “GR Business”) and that, beginning with the Quarterly Report on Form 10-Q for the period ended March 31, 2025, the GR Business’s financial results would be reflected in the Company’s consolidated financial statements as discontinued operations for all periods presented, and the GR Business would be classified as “held for sale.”

Based on the revised terms of the Transaction (as described below), the Company will recognize an additional loss on sale of approximately $140 million related to a decrease in the agreed purchase price and changes in other net assets, subject to finalized cumulative foreign currency adjustments, net working capital adjustments, and costs to sell.

Item 8.01. Other Events.

As previously disclosed, the Company entered into a definitive agreement on February 13, 2025 (the “Agreement”) with Triumph Non-Ionics Pvt Ltd., a private limited company incorporated in the Republic of India (“Triumph”), and 3B Lux S.à.r.l, a private limited liability company incorporated under the Laws of the Grand Duchy of Luxembourg (“3B”) (Triumph and 3B, the “Purchasers”), Ayana Chemicals Singapore Pte. Ltd., a private limited company incorporated under the Laws of Singapore, as guarantor (“Ayana”), and Artek US Holding Corp., a Delaware corporation, as conditional guarantor (“Artek US”), providing for the sale of materially all of the GR Business at an enterprise value of $755 million (the “Transaction”). The Purchasers, Ayana and Artek US are affiliates and a part of the Praana Group of Mumbai, India.

On April 14, 2026, due to changing market conditions, the Company and the Purchasers entered into an amendment to the Agreement (the “Amendment”). In connection with execution of the Amendment, the Company received a $30 million non-refundable deposit from the Purchasers. The Amendment provides for (1) a revised enterprise value of $645 million, (2) the transfer of approximately $65 million of additional assets at close, and (3) the elimination of the promissory notes from the Purchasers. As a result of the Amendment, the Company expects to receive after-tax net proceeds from the Transaction following customary and transaction specific price adjustments of approximately $280 million. The Company expects to utilize the after-tax net cash proceeds of the Transaction to fund initiatives consistent with its capital allocation strategy including organic investments to drive growth and the return of cash to shareholders. The Company expects to close the Transaction in the second quarter of 2026.

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
April 15, 2026			By:			/s/ Todd W. Fister
						Todd W. Fister
						Executive Vice President and Chief Financial Officer

Filing Exhibits & Attachments

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