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Owens Corning 8-K Filings

OC NYSE

Every 8-K that Owens Corning (OC) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow OC and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full OC filings page.

Rhea-AI Summary

Owens Corning (OC) reports that on September 16, 2026, its Board of Directors increased the size of the Board from nine to ten members and elected Michael J. DeVito as a director, effective that same date. The Board determined that he meets New York Stock Exchange and company director independence standards.

DeVito will serve on the Board’s Audit Committee and the Finance and Technology Committee. He previously served as Chief Executive Officer and an Executive Director of Freddie Mac from 2021 to 2024 and held senior leadership roles in home lending at Wells Fargo & Company. He will receive standard non-employee director compensation under Owens Corning’s existing program, and the company states there are no related person transactions or familial relationships involving him that require disclosure.

Rhea-AI Summary

Owens Corning reported second‑quarter 2026 results from continuing operations with net sales of $2.76 billion, essentially flat year over year. Net earnings attributable to the company were $310 million with an 11% net margin, while adjusted EBITDA was $660 million, a 24% margin, both below 2025 levels. Diluted EPS from continuing operations was $3.84 and adjusted diluted EPS was $3.93.

Operating cash flow reached $398 million and free cash flow was $199 million. Roofing, Insulation and Doors posted EBITDA margins of 34%, 22% and 11%, respectively. The company completed the sale of its glass reinforcements business to focus on residential building products and has achieved $135 million of enterprise run‑rate cost synergies in its Doors business, exceeding its $125 million mid‑2026 commitment.

Owens Corning returned $264 million to shareholders in the quarter, including $200 million of share repurchases (1.7 million shares) and $64 million in dividends, and remains committed to $2 billion of capital returns over 2025–2026. For third‑quarter 2026, it expects revenue of approximately $2.6–$2.7 billion, slightly below the prior year, enterprise adjusted EBITDA margins of about 20%–22%, and roughly $40 million of additional inflation‑related costs.

Rhea-AI Summary

Owens Corning appointed Jonathan M. Collins as Executive Vice President and Chief Financial Officer, effective August 10, 2026. His compensation includes an annual base salary of $775,000, a target annual cash incentive equal to 100% of salary, and a $2.75 million target long-term incentive award for 2027.

On the effective date he will receive equity awards valued at $1.5 million in performance share units, $1 million in RSUs that cliff vest after 30 months, and $2 million in RSUs vesting over 12 and 18 months, plus a $500,000 sign-on bonus subject to repayment if he resigns within 12 months. A key management severance agreement provides up to 2x salary plus target bonus, health coverage for up to one year, and outplacement assistance upon certain terminations, subject to restrictive covenants.

The Board also named Todd W. Fister President and Chief Operating Officer, effective August 10, 2026, while he remains an executive officer. Roofing, Doors, and Insulation business presidents will report to him, and each such president receives a retention RSU award, including $1 million grants to Nicolas Del Monaco and Rachel Marcon, cliff vesting after three years.

Rhea-AI Summary

Owens Corning reported sharply lower first‑quarter 2026 results from continuing operations while advancing its shift to a branded building products portfolio. Net sales from continuing operations were $2.27 billion, down 10% from $2.53 billion a year ago. Net earnings from continuing operations attributable to Owens Corning fell to $38 million from $255 million, with margin declining to 2% of net sales. Adjusted EBITDA from continuing operations decreased to $369 million from $565 million, reducing the adjusted EBITDA margin to 16% from 22%. Diluted EPS from continuing operations was $0.47 versus $2.95, while adjusted diluted EPS declined to $1.22 from $2.97.

The company completed the sale of its glass reinforcements business, expecting approximately $280 million in cash proceeds plus an additional $50 million to $70 million from excess alloy sales, to support organic growth and cash returns to shareholders. In the quarter, Owens Corning generated operating cash outflow of $154 million and free cash outflow of $387 million, and returned $63 million to shareholders via dividends. For second‑quarter 2026, it projects revenue from continuing operations of about $2.6 billion to $2.7 billion and an enterprise adjusted EBITDA margin of roughly 20% to 22%, while flagging an estimated $60 million inflationary cost impact from the Iran conflict and possible tariff refunds of about $25 million.

Rhea-AI 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.

Rhea-AI Summary

Owens Corning has completed the sale of substantially all of its global glass reinforcements business to affiliates of the Praana Group. Under the amended agreement, the enterprise value for the business was revised to $645 million, down from $755 million, and the company expects net after-tax cash proceeds of about $280 million.

Owens Corning plans to use these proceeds according to its capital allocation strategy, including funding organic growth initiatives and returning cash to shareholders. The company also highlights that these plans involve forward-looking statements and may be affected by broader economic, construction, energy, and market conditions and other risks described in its SEC filings.

Rhea-AI Summary

Owens Corning reported the results of its Annual Meeting of Stockholders held on April 14, 2026. Stockholders elected nine directors to serve until the 2027 annual meeting, with each nominee receiving at least about 61 million votes in favor.

Stockholders also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026 with 66,874,167 votes for and 4,059,205 against. In addition, they approved on an advisory basis the 2025 compensation for named executive officers, with 59,702,618 votes for, 5,781,137 against, and 338,378 abstentions.

Rhea-AI 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.

Rhea-AI Summary

Owens Corning reported fourth-quarter and full-year 2025 results that combined solid cash generation with large non-cash charges. Net sales from continuing operations were $10.1 billion, up 3% from 2024, but a $1.2 billion impairment in the Doors business drove a net loss from continuing operations of $188 million and diluted EPS of $(2.24).

On an adjusted basis, the company generated $2.27 billion of adjusted EBITDA, a 22% margin, and adjusted diluted EPS of $12.05. Operating cash flow reached $1.8 billion and free cash flow was $962 million, supporting $1.0 billion of capital returned to shareholders through dividends and buybacks.

Management highlighted progress reshaping the portfolio, including exiting certain Asian building materials operations and advancing the sale of the glass reinforcements business, while exceeding cost synergy targets in Doors and pursuing additional structural cost savings. For 2026, Owens Corning expects Q1 revenue of $2.1–$2.2 billion, mid-teens adjusted EBITDA margins, and full-year results broadly in line with current consensus, while reaffirming long-term goals of mid‑20% EBITDA margins and $5 billion cumulative free cash flow by 2028.

Rhea-AI Summary

Owens Corning reported that director Maryann T. Mannen has informed the Board that she will not stand for re-election at the company’s 2026 Annual Meeting of Stockholders. The company states that her decision is not due to any disagreement regarding its operations, policies, or practices.

Effective upon the 2026 Annual Meeting, the Board plans to reduce its size from ten directors to nine.

Rhea-AI Summary

Owens Corning furnished an update on its latest quarter. The company issued a press release announcing financial results for the quarter ended September 30, 2025, and made it available as Exhibit 99.1.

The press release includes non-GAAP financial measures with explanations and reconciliations to the most directly comparable GAAP measures. The information under Item 2.02 is being furnished pursuant to General Instruction B.2 and is not deemed filed under Section 18 of the Exchange Act or incorporated by reference into Securities Act filings.