OC Form 4: Director Lonergan receives 565 deferred shares at $143.88

Rhea-AI Filing Summary

Lonergan Edward F, a director of Owens Corning (OC), acquired 565 shares of the company's common stock on 08/08/2025 as the deferred share portion of his quarterly director retainer. The Form 4 reports a transaction price of $143.88 and shows 50,825.443 shares beneficially owned following the transaction, held directly. This filing documents a routine compensation-related equity grant converted into common stock rather than cash.

Positive

• Director received equity as deferred compensation (565 shares), aligning management compensation with shareholder interests
• Complete Section 16 disclosure filed showing transaction date and resulting direct beneficial ownership

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director equity deferral; small, non-derivative acquisition with no immediate material impact.

The Form 4 shows a non-derivative acquisition of 565 common shares by director Lonergan as a deferred portion of his quarterly retainer. The reported price is $143.88 and post-transaction direct holdings are 50,825.443 shares. This is a compensation conversion rather than an open-market purchase or sale and is typically considered routine for governance and alignment purposes. No derivative activity or other material changes to ownership structure are reported.

Corporate Governance Expert

TL;DR: Governance action consistent with equity-based director compensation; disclosure is complete and routine.

The filing explicitly identifies the transaction as the "deferred share portion of quarterly Director retainer/fees," indicating the company permits or requires deferral into stock. The reporting person is identified as a director and the ownership form is listed as direct. As presented, this is a standard compensation conversion disclosed under Section 16 reporting rules and does not show unusual timing or related-party arrangements in the provided text.

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
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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^*

Lonergan Edward F

(Last) (First) (Middle)

ONE OWENS CORNING PARKWAY

(Street)

TOLEDO OH 43659

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Owens Corning [ OC ]

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)
08/08/2025

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
$.01 Par Value Common	08/08/2025		A		565(1)	A	$143.88	50,825.443	D

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

Explanation of Responses:

1. Deferred share portion of quarterly Director retainer/fees.

Remarks:

	/s/ Katherine M. Serevitch, Attorney-in-Fact	08/12/2025
	** 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 transaction was reported on the Owens Corning (OC) Form 4?

The Form 4 reports that director Lonergan Edward F acquired 565 shares of common stock on 08/08/2025 as the deferred share portion of his quarterly director retainer.

What price was reported for the shares on the Form 4 for OC?

The Form 4 lists a transaction price of $143.88 associated with the reported acquisition.

How many shares does Lonergan beneficially own after the reported transaction?

The filing shows 50,825.443 shares beneficially owned following the reported transaction, held directly.

Was the reported transaction part of compensation or an open-market trade?

The filing states the shares represent the "deferred share portion of quarterly Director retainer/fees," indicating a compensation deferral rather than an open-market purchase or sale.

Who signed the Form 4 and when was it dated?

The Form 4 is signed by an attorney-in-fact, Katherine M. Serevitch, with the signature date shown as 08/12/2025 on the document.