8-K

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 28, 2026 (January 23, 2026)

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LOUISIANA-PACIFIC CORPORATION

(Exact name of registrant as specified in its charter)

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1610 West End Ave, Suite 200, Nashville, TN 37203

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (615) 986 - 5600

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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 (see General Instruction A.2. below):

☐     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:

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 January 23, 2026, W. Bradley Southern, Chief Executive Officer (“CEO”) and Chairperson of the Board of Directors (the “Board”) of Louisiana-Pacific Corporation (“LP”), notified the Board of his intention to retire from the Board, including the role of Chairperson, effective February 19, 2026. The Board has accepted this notice and expressed its appreciation for Mr. Southern’s leadership and contributions to the company. Mr. Southern’s decision to retire from the Board was made in connection with LP’s leadership succession planning and was not the result of any disagreement with LP on any matters relating to LP’s operations, policies or practices.

In connection with this transition, on January 26, 2026, the Board elected F. Nicholas Grasberger III as independent Chairperson of the Board, effective February 19, 2026. Mr. Grasberger has served on the Board since 2019 and currently serves on the Board’s Compensation, Finance and Audit, and Governance and Corporate Responsibility Committees.

On January 26, 2026, the Board also appointed LP President and CEO-elect Jason Ringblom to the Board as a Class III director, effective February 19, 2026. Mr. Ringblom’s addition to the Board aligns with LP’s broader CEO succession plan. Mr. Ringblom is expected to serve on the Executive Committee of the Board and will not receive any additional compensation for his service on the Board. There are no arrangements or understandings between Mr. Ringblom and any other persons pursuant to which he was selected as a director. There are no related person transactions (within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission) between Mr. Ringblom and LP.

Additionally, on January 23, 2026, Dustan E. McCoy notified the Board of his intention to retire from the Board effective May 1, 2026, the date of LP’s 2026 Annual Meeting of Stockholders. Ozey K. Horton Jr. is also expected to retire from the Board effective May 1, 2026 in accordance LP’s mandatory age retirement policy for directors. Following these changes and effective May 1, 2026, the Board will consist of eight directors, including Mr. Ringblom and seven independent directors.

Item 7.01     Regulation FD Disclosure.

On January 28, 2026, LP issued a press release announcing Mr. Grasberger’s appointment as independent Chairperson of the Board and the other changes in Board composition described above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified in such filing as being incorporated by reference in such filing.

Item 9.01     Financial Statements and Exhibits

(d) Exhibits.

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based upon the beliefs and assumptions of, and on information currently available to, our management; assumptions upon which such forward-looking statements are based are also forward-looking statements. Forward-looking statements can be identified by words such as “may,” “will,” “could,” “should,” “believe,” “expect,” “anticipate,” “assume,” “intend,” “plan,” “seek,” “estimate,” “project,” “target,” “potential,” “continue,” “likely,” or “future,” as well as similar expressions, or the negative or other variations thereof. Forward-looking statements include other statements regarding matters that are not historical facts, including statements regarding the director transition dates and committee appointment, among other matters. The actual results may differ materially from those anticipated in the forward-looking statements as a result of numerous factors, many of which are beyond LP’s control, including the risks and uncertainties disclosed in LP’s reports filed from time to time with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, available at www.sec.gov. Except as required by law, LP does not intend to update any forward-looking statement contained in this Current Report on Form 8-K to reflect new information, subsequent events, or circumstances arising after the date hereof.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 28, 2026

a01_2026boardcomposition

FOR RELEASE JAN. 28, 2026 | 8 AM Media Contact 615-986-5886 Media.Relations@LPCorp.com LP Building Solutions Announces Board Leadership Succession, Elects F. Nicholas Grasberger III Independent Chairperson NASHVILLE, Tenn. (Jan. 28, 2026) – Louisiana-Pacific Corporation (LP), a leading manufacturer of high-performance building products, today announced its Board of Directors (Board) has elected F. Nicholas Grasberger III as independent Chairperson of the Board, effective Feb. 19, 2026. Grasberger’s appointment follows current Chairperson and Chief Executive Officer (CEO) W. Bradley Southern’s decision to retire from the Board, including his role as director and Chairperson, on the same date. “Nick brings significant financial expertise and long-standing familiarity with LP’s business and strategy,” said Lead Independent Director Dustan E. McCoy. “Having served on the Board for more than six years, he is well positioned to assume the role of Chairperson, and we look forward to his leadership.” Grasberger has served on LP’s Board since 2019 and currently serves on its Compensation, Finance and Audit, and Governance and Corporate Responsibility Committees. Grasberger is Chairman, President and CEO of Enviri Corporation (NYSE: NVRI), which provides environmental solutions for industrial and specialty waste streams and technology for the rail sector. Grasberger joined Enviri in 2013 as Chief Financial Officer and was named President and CEO in 2014. He became Chairman of Enviri in 2018. The Board also appointed LP President and CEO-elect Jason P. Ringblom as a Class III director, effective Feb. 19, 2026. Ringblom’s addition to the Board aligns with the company’s broader CEO succession plan. The Board appointed him to succeed Southern as CEO, effective Feb. 19, 2026, completing a comprehensive succession process the Board led in partnership with Southern. In his current role as President, Ringblom oversees all global manufacturing and commercial operations and has played a central role in shaping LP’s strategy and integrating key business functions. He joined LP in 2004 and has held several leadership roles, including Executive Vice President and General Manager of the company’s OSB and Siding businesses.

Ozey K. Horton Jr. and McCoy will retire from the Board effective May 1, 2026, the date of LP’s annual meeting of stockholders. “On behalf of the Board and the LP team, I thank Ozey and Dustan for their many years of service and steady leadership,” Southern said. “Dustan has served on the Board for more than 20 years, including as Lead Independent Director since 2020, and Ozey has been a director for nearly a decade. Their contributions have greatly supported LP’s long-term growth and governance.” Following these changes, the Board will consist of eight directors, including Ringblom and seven independent directors. About LP Building Solutions As a leader in high-performance building solutions, Louisiana-Pacific Corporation (LP Building Solutions, NYSE: LPX) manufactures engineered wood products that meet the demands of builders, remodelers and homeowners worldwide. LP’s extensive portfolio of innovative and dependable products includes Siding Solutions (LP® SmartSide® Trim & Siding, LP® SmartSide® ExpertFinish® Trim & Siding, LP BuilderSeries® Lap Siding and LP® Outdoor Building Solutions®), LP® Structural Solutions (LP® TechShield® Radiant Barrier Sheathing, LP WeatherLogic® Air & Water Barrier, LP Legacy® Premium Sub-Flooring, LP® FlameBlock® Fire-Rated Sheathing and LP® TopNotch® 350 Durable Sub-Flooring) and LP® Oriented Strand Board. In addition to product solutions, LP provides industry-leading customer service and warranties. Since its founding in 1972, LP has been Building a Better World™ by helping customers construct beautiful, durable homes while shareholders build lasting value. Headquartered in Nashville, Tennessee, LP operates more than 20 manufacturing facilities across North and South America. For more information, visit LPCorp.com. ###