UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________

FORM 10-Q

______________________________________

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to

Commission File Number: 1-33100

______________________________________

Owens Corning

(Exact name of registrant as specified in its charter)

______________________________________

Delaware	43-2109021
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

One Owens Corning Parkway

Toledo, OH 43659

(Address of principal executive offices) (Zip Code)

(419) 248-8000

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

______________________________________

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: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ             No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ   No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large Accelerated Filer	þ	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨
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. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐     No þ

As of August 1, 2025, 83,627,558 shares of the registrant’s common stocks, par value $0.01 per share, were outstanding.

OWENS CORNING AND SUBSIDIARIES

INDEX TO QUARTERLY REPORT ON FORM 10-Q

June 30, 2025

			Page
Cover Page			1
PART I – FINANCIAL INFORMATION (unaudited)
	Item 1.	Financial Statements	3
		Consolidated Statements of Earnings	3
		Consolidated Statements of Comprehensive Earnings	4
		Consolidated Balance Sheets	5
		Consolidated Statements of Stockholders’Equity	6
		Consolidated Statements of Cash Flows	7
		Notes to Consolidated Financial Statements	8
		1.    General	8
		2.    Discontinued Operations	10
		3.    Segment Information	12
		4.    Inventories	16
		5.    Derivative Financial Instruments	16
		6.    Goodwill and Other Intangible Assets	19
		7.    Property, Plant and Equipment	21
		8.    Acquisitions	22
		9.    Assets Held for Sale	26
		10.  Warranties	26
		11.  Restructuring	27
		12.  Debt	29
		13.  Contingent Liabilities and Other Matters	32
		14.  Stock Compensation	33
		15.  Earnings per Share	36
		16.  Income Taxes	37
		17.  Changes in Accumulated Other Comprehensive Deficit	38
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	39
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	51
	Item 4.	Controls and Procedures	51
PART II – OTHER INFORMATION
	Item 1.	Legal Proceedings	52
	Item 1A.	Risk Factors	52
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	52
	Item 3.	Defaults Upon Senior Securities	52
	Item 4.	Mine Safety Disclosures	52
	Item 5.	Other Information	52
	Item 6.	Exhibits	53
		Signatures	54

Table of Contents

PART I

ITEM 1. FINANCIAL STATEMENTS

OWENS CORNING AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

(unaudited)

(in millions, except per share amounts)

	Three Months Ended<br>June 30,				Six Months Ended<br>June 30,
	2025		2024		2025		2024
NET SALES	$	2,747	$	2,497	$	5,277	$	4,514
COST OF SALES	1,889		1,684		3,694		3,073
Gross margin	858		813		1,583		1,441
OPERATING EXPENSES
Marketing and administrative expenses	263		229		524		419
Science and technology expenses	37		32		72		59
Loss on sale of business	24		—		26		—
Other expense, net	29		134		49		169
Total operating expenses	353		395		671		647
OPERATING INCOME	505		418		912		794
Non-operating income	—		(1)		—		(1)
EARNINGS FROM CONTINUING OPERATIONS BEFORE INTEREST AND TAXES	505		419		912		795
Interest expense, net	63		63		127		79
EARNINGS FROM CONTINUING OPERATIONS BEFORE TAXES	442		356		785		716
Income tax expense	110		101		198		184
Equity in net earnings of affiliates	1		2		1		2
NET EARNINGS FROM CONTINUING OPERATIONS	333		257		588		534
Net earnings (loss) from discontinued operations attributable to Owens Corning, net of tax	29		29		(319)		50
NET EARNINGS	$	362	$	286	$	269	$	584
NET EARNINGS FROM CONTINUING OPERATIONS	$	333	$	257	$	588	$	534
Net (loss) earnings attributable to non-redeemable and redeemable noncontrolling interests	(1)		1		(1)		—
NET EARNINGS FROM CONTINUING OPERATIONS ATTRIBUTABLE TO OWENS CORNING	334		256		589		534
Net earnings (loss) from discontinued operations attributable to Owens Corning, net of tax	29		29		(319)		50
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING	$	363	$	285	$	270	$	584
EARNINGS (LOSS) PER COMMON SHARE ATTRIBUTABLE TO OWENS CORNING COMMON STOCKHOLDERS
Basic - continuing operations	$	3.93	$	2.94	$	6.90	$	6.12
Basic - discontinued operations	$	0.34	$	0.33	$	(3.74)	$	0.57
Basic	$	4.27	$	3.27	$	3.16	$	6.69
Diluted - continuing operations	$	3.91	$	2.91	$	6.86	$	6.06
Diluted - discontinued operations	$	0.34	$	0.33	$	(3.71)	$	0.57
Diluted	$	4.25	$	3.24	$	3.15	$	6.63

The accompanying Notes to the Consolidated Financial Statements are an integral part of these Statements.

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OWENS CORNING AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

(unaudited)

(in millions)

		Three Months Ended<br>June 30,				Six Months Ended<br>June 30,
		2025		2024		2025		2024
NET EARNINGS		$	362	$	286	$	269	$	584
Other comprehensive income (loss), net of tax:
	Currency translation adjustment (net of tax of $0 and $0 for the three months ended June 30, 2025 and 2024, respectively, and $0 and $0 for the six months ended June 30, 2025 and 2024, respectively)	182		(63)		257		(105)
	Pension and other postretirement adjustment (net of tax of $0 and $0 for the three months ended June 30, 2025 and 2024, respectively, and $0 and $0 for the six months ended June 30, 2025 and 2024, respectively)	(5)		(1)		(8)		(1)
	Hedging adjustment (net of tax of $1 and $(1) for the three months ended June 30, 2025 and 2024, respectively, and $0 and $(3) for the six months ended June 30, 2025 and 2024, respectively)	(6)		5		(5)		10
	Total other comprehensive income (loss), net of tax	171		(59)		244		(96)
COMPREHENSIVE EARNINGS		533		227		513		488
Comprehensive earnings (loss) attributable to non-redeemable and redeemable noncontrolling interests		2		—		2		(2)
COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING		$	531	$	227	$	511	$	490

The accompanying Notes to the Consolidated Financial Statements are an integral part of these Statements.

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OWENS CORNING AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(unaudited)

(in millions, except per share amounts)

ASSETS	June 30,<br>2025		December 31,<br>2024
CURRENT ASSETS
Cash and cash equivalents	$	230	$	321
Receivables, less allowance of $3 at June 30, 2025 and $4 at December 31, 2024	1,644		1,140
Inventories	1,459		1,327
Other current assets	160		163
Current assets of discontinued operations	423		427
Total current assets	3,916		3,378
Property, plant and equipment, net	3,952		3,818
Operating lease right-of-use assets	417		411
Goodwill	2,814		2,745
Intangible assets, net	2,664		2,680
Deferred income taxes	8		8
Other non-current assets	461		456
Non-current assets of discontinued operations	251		579
TOTAL ASSETS	$	14,483	$	14,075
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable	$	1,253	$	1,301
Current operating lease liabilities	82		83
Short-term debt	420		1
Long-term debt - current portion	36		32
Other current liabilities	601		654
Current liabilities of discontinued operations	182		226
Total current liabilities	2,574		2,297
Long-term debt, net of current portion	5,080		5,067
Pension plan liability	45		42
Other employee benefits liability	99		101
Non-current operating lease liabilities	359		348
Deferred income taxes	695		719
Other liabilities	318		286
Non-current liabilities of discontinued operations	109		95
Total liabilities	$	9,279	$	8,955
OWENS CORNING STOCKHOLDERS’ EQUITY
Preferred stock, par value $0.01 per share (a)	—		—
Common stock, par value $0.01 per share (b)	1		1
Additional paid-in capital	4,225		4,228
Accumulated earnings	5,376		5,224
Accumulated other comprehensive deficit	(450)		(691)
Cost of common stock in treasury (c)	(3,989)		(3,685)
Total Owens Corning stockholders’ equity	5,163		5,077
Noncontrolling interests	41		43
Total equity	5,204		5,120
TOTAL LIABILITIES AND EQUITY	$	14,483	$	14,075

(a)10 shares authorized; none issued or outstanding at June 30, 2025 and December 31, 2024

(b)400 shares authorized; 135.5 issued and 83.6 outstanding at June 30, 2025; 135.5 issued and 85.4 outstanding at December 31, 2024

(c)51.9 shares at June 30, 2025 and 50.1 shares at December 31, 2024

The accompanying Notes to the Consolidated Financial Statements are an integral part of these Statements.

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OWENS CORNING AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(unaudited)

(in millions)

				Six Months Ended June 30,
		2024		2025		2024
Total equity, beginning of period	4,924	$	5,247	$	5,120	$	5,185
Common stock, 0.01 par value per share
Beginning of period		1		1		1
End of period		1		1		1
Treasury stock, 0.01 par value per share
Beginning of period		(3,433)		(3,685)		(3,292)
Issuance of common stock under share-based payment plans		60		58		81
Purchase of treasury stock		(18)		(362)		(180)
End of period		(3,391)		(3,989)		(3,391)
Additional paid-in capital (APIC):
Beginning of period		4,159		4,228		4,166
Redeemable noncontrolling interest adjustment to redemption value		—		—		(1)
Issuance of common stock under share-based payment plans		(47)		(42)		(67)
Stock-based compensation expense		39		39		53
Fair value of awards included in transaction consideration		35		—		35
End of period		4,186		4,225		4,186
Accumulated earnings:
Beginning of period		5,041		5,224		4,794
Net earnings attributable to Owens Corning		285		270		584
Dividends declared (a)		(53)		(118)		(105)
End of period		5,273		5,376		5,273
Accumulated other comprehensive earnings/deficit (AOCI):
Beginning of period		(539)		(691)		(503)
Currency translation adjustment		(62)		254		(103)
Pension and other postretirement adjustment (net of tax)		(1)		(8)		(1)
Deferred gain on hedging transactions (net of tax)		5		(5)		10
End of period		(597)		(450)		(597)
Noncontrolling Interest (NCI):
Beginning of period		18		43		19
Net (loss) earnings attributable to non-redeemable noncontrolling interests		1		(1)		1
Dividends distributed to non-redeemable noncontrolling interests		—		(1)		—
Currency translation adjustment		(1)		3		(2)
(Reductions) purchases of noncontrolling interest		35		(3)		35
End of period		53		41		53
Total equity, end of period	5,204	$	5,525	$	5,204	$	5,525
Common shares outstanding:
Beginning of period		86.7		85.4		87.2
Issuance of common stock under share-based payment plans		0.3		0.7		0.9
Purchase of treasury stock		(0.1)		(2.5)		(1.2)
End of period		86.9		83.6		86.9
Treasury shares outstanding:
Beginning of period		48.8		50.1		48.3
Issuance of common stock under share-based payment plans		(0.3)		(0.7)		(0.9)
Purchase of treasury stock		0.1		2.5		1.2
End of period		48.6		51.9		48.6

All values are in US Dollars.

(a)Dividend declarations of $0.69 and $0.60 per share as of the three months ended June 30, 2025 and June 30, 2024, respectively. Dividend declarations of $1.38 and $1.20 per share as of the six months ended June 30, 2025 and June 30, 2024, respectively.

The accompanying Notes to the Consolidated Financial Statements are an integral part of these Statements.

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OWENS CORNING AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in millions)

	Six Months Ended<br>June 30,
	2025		2024
NET CASH FLOW PROVIDED BY OPERATING ACTIVITIES
Net earnings	$	269	$	584
Adjustments to reconcile net earnings to cash provided from operating activities:
Loss on discontinued operations	381		—
Depreciation and amortization	331		298
Loss on sale of business	26		—
Deferred income taxes	4		(26)
Stock-based compensation expense	39		53
Other adjustments to reconcile net earnings to cash from operating activities	(42)		(8)
Changes in operating assets and liabilities	(707)		(376)
Pension fund contribution	(3)		(3)
Payments for other employee benefits liabilities	(5)		(6)
Other	(15)		1
Net cash flow provided by operating activities	278		517
NET CASH FLOW USED FOR INVESTING ACTIVITIES
Cash paid for property, plant, and equipment	(401)		(309)
Proceeds from the sale of assets or affiliates	62		12
Investment in subsidiaries and affiliates, net of cash acquired	—		(2,857)
Other	(8)		—
Net cash flow used for investing activities	(347)		(3,154)
NET CASH FLOW (USED FOR) PROVIDED BY FINANCING ACTIVITIES
Proceeds from long-term debt	—		1,968
Payments on long-term debt	(29)		(473)
Net proceeds from commercial paper notes	420		—
Proceeds from senior revolving credit and receivables securitization facilities	329		470
Payments on senior revolving credit and receivables securitization facilities	(329)		(315)
Proceeds from term loan borrowing	—		2,784
Payments on term loan borrowing	—		(2,800)
Dividends paid	(118)		(104)
Purchases of treasury stock	(363)		(185)
Finance lease payments	(22)		(19)
Other	—		(5)
Net cash flow (used for) provided by financing activities	(112)		1,321
Effect of exchange rate changes on cash	85		(33)
Net decrease in cash, cash equivalents and restricted cash	(96)		(1,349)
Cash, cash equivalents and restricted cash at beginning of period	369		1,623
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	$	273	$	274
Cash, cash equivalents and restricted cash from continuing operations	$	238	$	232
Cash and cash equivalents from discontinued operations	35		42
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	$	273	$	274

The accompanying Notes to the Consolidated Financial Statements are an integral part of these Statements.

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1.    GENERAL

Unless the context requires otherwise, the terms “Owens Corning,” “Company,” “we” and “our” in this report refer to Owens Corning, a Delaware corporation, and its subsidiaries.

The Consolidated Financial Statements included in this report are unaudited, pursuant to certain rules and regulations of the Securities and Exchange Commission (“SEC”), and include, in the opinion of the Company, normal recurring adjustments necessary for a fair statement of the results for the periods indicated, which, however, are not necessarily indicative of results which may be expected for the full year. The December 31, 2024 balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States (“U.S.”). In connection with the Consolidated Financial Statements and Notes included in this report, reference is made to the Consolidated Financial Statements and Notes contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”). Certain prior year amounts have been reclassified in order to conform to the current year presentation. On February 14, 2025, the Company announced the sale of its glass reinforcements ("GR") business. The transaction represented a strategic shift that has a major effect on the Company's operations and financial results and therefore, beginning with the quarterly report on Form 10-Q for the period ended March 31, 2025, and including this quarterly report on Form 10-Q for the period ended June 30, 2025, the glass reinforcements financial results are reflected in the Company’s consolidated financial statements as discontinued operations for all periods presented. Unless otherwise specified, these notes to the Consolidated Financial Statements reflect continuing operations. The Consolidated Statements of Cash Flows present cash flows from both continuing and discontinued operations. Please refer to Note 2 of the Consolidated Financial Statements for further information. Due to the reorganization of our reportable segments, prior period information has been recast to align with our new reportable segments. Please refer to Note 3 of the Consolidated Financial Statements for further information.

Acquisition of Masonite International Corporation

On May 15, 2024, the Company acquired all of the outstanding shares of Masonite International Corporation (“Masonite”) at a purchase price of $133.00 per share (the "Arrangement"). Masonite is a leading global designer, manufacturer, marketer and distributor of interior and exterior doors and door systems for residential new construction and residential repair and remodeling. The addition of Masonite's market-leading doors business creates a new growth platform for the Company, strengthening the Company's position in building and construction and expanding its offering of branded residential building products.

Masonite's operating results and purchase price allocation have been included in the Company's newly established Doors reportable segment from May 15, 2024, the effective date of the Arrangement, within the Consolidated Financial Statements. Please refer to Note 8 of the Consolidated Financial Statements for further information.

Revenue Recognition

As of December 31, 2024, our contract liability balances (for extended warranties, down payments and deposits, collectively) totaled $118 million, of which $17 million was recognized as revenue in the first six months of 2025. As of June 30, 2025, our contract liability balances totaled $123 million.

As of December 31, 2023, our contract liability balances totaled $101 million, of which $17 million was recognized as revenue in the first six months of 2024. As of June 30, 2024, our contract liability balances totaled $112 million.

Cash, Cash Equivalents and Restricted Cash

On the Consolidated Statements of Cash Flows, the total of Cash, cash equivalents and restricted cash includes restricted cash of $8 million as of June 30, 2025 and December 31, 2024. Restricted cash primarily represents amounts received from a counterparty related to its performance assurance on an executory contract. The amounts received from a counterparty are contractually required to be set aside, and the counterparty can exchange the cash for another form of performance assurance at its discretion. These amounts are included in Other current assets on the Consolidated Balance Sheets.

Accounts Receivable

Our customers consist mainly of distributors, home centers, contractors and retailers. Two of our largest customers accounted for 27% and 17%, respectively, of accounts receivable as of June 30, 2025.

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Related Party Transactions

In the first quarter of 2021, a related party relationship was established as a result of a member of the Company’s Board of Directors being named an executive officer of one of the Company’s preexisting suppliers. The related party transactions with this supplier consist of the purchase of raw materials. Purchases from the related party supplier were $23 million and $48 million for the three and six months ended June 30, 2025, respectively, and $33 million and $65 million for the three and six months ended June 30, 2024, respectively. As of June 30, 2025 and December 31, 2024, amounts due to the related party supplier were $7 million and $3 million, respectively.

Supplier Finance Programs

We review supplier terms and conditions on an ongoing basis, and have negotiated payment terms extensions in recent years in connection with our efforts to reduce working capital and improve cash flow. Separate from those terms extension actions, certain of our subsidiaries have entered into paying agency agreements with third-party administrators. These voluntary supply chain finance programs (collectively, the “Programs”) generally give participating suppliers the ability to sell, or otherwise pledge as collateral, their receivables from the Company to the participating financial institutions, at the sole discretion of both the suppliers and financial institutions. The Company is not a party to the arrangements between the suppliers and the financial institutions. The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, are not impacted by the suppliers’ decisions to sell, or otherwise pledge as collateral, amounts under these arrangements. The Company’s payment terms to the financial institutions, including the timing and amount of payments, are based on the original supplier invoices. One of the Programs includes a parent guarantee to the participating financial institution for a certain U.S. subsidiary that, at the time of the respective program’s inception in 2015, was a guarantor subsidiary of the Company’s credit agreement.

The obligations are presented as Accounts payable within Total current liabilities on the Consolidated Balance Sheets and all activity related to the obligations is presented within operating activities on the Consolidated Statements of Cash Flow.

The Company’s confirmed outstanding obligations under the Programs totaled $184 million and $234 million as of June 30, 2025 and December 31, 2024, respectively. The amounts of invoices paid under the Programs totaled $309 million and $257 million for the six months ended June 30, 2025 and June 30, 2024, respectively.

Pension and Other Postretirement Benefits

The Company sponsors defined benefit pension plans. Under the plans, pension benefits are based on an employees’ years of service and, for certain categories of employees, qualifying compensation. Company contributions to these pension plans are determined by an independent actuary to meet or exceed minimum funding requirements.

The Company maintains healthcare and life insurance benefit plans for certain retired employees and their dependents. The health care plans in the United States are non-funded and pay either (1) stated percentages of covered medically necessary expenses, after subtracting payments by Medicare or other providers and after stated deductibles have been met, or (2) fixed amounts of medical expense reimbursement.

Accounting for pensions and other postretirement benefits involves estimating the cost of benefits to be provided well into the future and attributing that cost over the time period each employee works. To accomplish this, extensive use is made of assumptions about investment returns, discount rates, inflation, mortality, turnover and medical costs.

Accounting Policies

There have been no changes in the significant accounting policies from those that were disclosed in the 2024 Form 10-K.

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Accounting Pronouncements

The following table summarizes recent Accounting Standard Updates ("ASU") issued by the Financial Accounting Standards Board ("FASB") that could have an impact on the Company's Consolidated Financial Statements:

Standard	Description	Effective Date for Company	Effect on the <br>Consolidated Financial Statements
ASU 2025-01 "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)"	The amendment in this update clarifies the effective date of update 2024-03, which is that public business entities are required to adopt the guidance in interim periods within annual reporting periods beginning after December 15, 2027.	January 1, 2028	We are currently assessing the impact adopting this standard will have on our Consolidated Financial Statement disclosures. We do not believe the adoption of this guidance will have a material effect on our results of operations.
ASU 2024-03 "Income Statement – Reporting Comprehensive Income- Expense Disaggregation Disclosures (Subtopic 220-40)"	The amendments in this update require disclosure, in the notes to financial statements, of specified information about certain costs and expenses.	January 1, 2027	We are currently assessing the impact adopting this standard will have on our Consolidated Financial Statement disclosures. We do not believe the adoption of this guidance will have a material effect on our results of operations.
ASU 2024-02 "Codification Improvements - Amendments to Remove References to the Concepts Statements"	Amendments in this update remove references to various FASB Concepts Statements.	January 1, 2025	We have adopted and determined that this guidance did not have a material effect on our Consolidated Financial Statements.
ASU 2024-01 "Compensation - Stock Compensation" (Topic 718): Scope Application of Profits Interest and Similar Awards"	This amendment adds an illustrative example to demonstrate how an entity should apply the scope guidance in paragraph 718-10-15-3 to determine whether profits interest and similar awards should be accounted for in accordance with Topic 718.	January 1, 2025	We have adopted and determined that this guidance did not have a material effect on our Consolidated Financial Statements.
ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”	This standard modifies the rate reconciliation and income taxes paid disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation, as well as requiring income taxes paid to be disaggregated by jurisdiction.	January 1, 2025	We have adopted and determined that this guidance did not have a material effect on our Consolidated Financial Statement disclosures.
ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”	The amendments in this update improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.	January 1, 2024	We have adopted and determined that this guidance did not have a material effect on our Consolidated Financial Statement disclosures.
ASU 2023-06 “Disclosure Improvements”	The amendments in this update modify the disclosure or presentation requirements of a variety of Topics	The effective date for each topic is contingent on future SEC rule setting.	We are currently assessing the impact adopting this standard will have on our Consolidated Financial Statement disclosures. We do not believe the adoption of this guidance will have a material effect on our results of operations.

2.    DISCONTINUED OPERATIONS

During the fourth quarter of 2024, the Company determined that certain asset groups should be tested for recoverability, primarily as a result of the progression of the strategic review of GR. Recoverability of the long-lived assets was measured by comparing the carrying amount of the asset groups to the future net undiscounted cash flows expected to be generated by the asset groups. Specifically for the GR asset group, the Company used an undiscounted cash flow model giving consideration to probability weighted cash flows of differing outcomes of the strategic review. The comparison indicated that one of the asset groups, the GR asset group, was not recoverable.

Fair value of the GR asset group was calculated using a discounted cash flow model and market information obtained through the strategic review to estimate the fair value of the asset group, with weighting applied. As a result of the analysis performed, the Company recorded pre-tax asset impairment charges for the amount by which the carrying value exceeded its fair value of $483 million for the year ended December 31, 2024, which was included in Impairment due to strategic review on the Consolidated Statements of Earnings within our 2024 Form 10-K. These charges include $439 million related to property, plant and equipment, $30 million related to operating lease right-of-use assets and $14 million related to definite-lived intangible assets.

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

On February 13, 2025, the Company entered into a definitive agreement ("GR Agreement") for the sale of GR for a purchase price of approximately $436 million, less costs to sell. As of June 30, 2025, the estimated purchase price was $515 million, net of cash, less costs to sell. The change since signing is due to the changes in customary and transaction-specific price adjustments which are subject to further changes through the date of the final closing adjustments. The purchase price is inclusive of $225 million of promissory notes to be issued to the Company by the purchasers. The GR business, historically part of the Company’s Composites segment, manufactures, fabricates, and sells glass fiber reinforcements for a wide variety of applications in wind energy, infrastructure, industrial, transportation and consumer markets.

The transaction represented a strategic shift that has a major effect on the Company's operations and financial results and therefore, beginning with the quarterly report on Form 10-Q for the period ended March 31, 2025, and including this quarterly report on Form 10-Q for the period ended June 30, 2025, GR’s financial results are reflected in the Company’s consolidated financial statements as discontinued operations for all periods presented.

As a result of classifying GR as a discontinued operation, a portion of the Goodwill from our former Composites reporting unit was allocated to the balance sheets of the discontinued operation. As of the date of classification of GR as a discontinued operation, the Company determined the amount of Goodwill to allocate based on the relative fair values of the discontinued operation and the former Composites reporting unit. This resulted in an allocation of $98 million of Goodwill to the discontinued operation.

After allocating Goodwill to the discontinued operation, as well as at the end of each subsequent quarter, the Company compared the carrying value of the discontinued operation to the fair value of the discontinued operation, defined as the sale price less estimated selling costs. During the three and six months ended June 30, 2025, the Company incurred a pre-tax loss on classification as discontinued operations of $19 million and $381 million, respectively. The loss is presented within Net earnings (loss) from discontinued operations attributable to Owens Corning, net of tax, on the Consolidated Statements of Earnings. An estimated valuation allowance of $354 million is recorded within Non-current assets of discontinued operations, on the Consolidated Balance Sheets.

The following table summarizes Earnings from discontinued operations attributable to Owens Corning, net of tax included within the Consolidated Statements of Earnings:

	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2025		2024		2025		2024
NET SALES	$	306	$	292	$	576	$	575
COST OF SALES	230		238		434		469
OPERATING EXPENSES
Marketing and administrative expenses	18		20		35		42
Loss from classification as discontinued operation	19		—		381		—
Other expense (income), net	3		(5)		5		(2)
Total operating expenses	40		15		421		40
Interest expense, net	1		1		2		2
Income tax expense	6		9		38		14
NET EARNINGS (LOSS) FROM DISCONTINUED OPERATIONS ATTRIBUTABLE TO OWENS CORNING, NET OF TAX	$	29	$	29	$	(319)	$	50

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Major classes of assets and liabilities of discontinued operations include the following:

(In millions)	June 30, 2025		December 31, 2024
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	35	$	40
Receivables, less allowance	118		104
Inventories	248		260
Other current assets	22		23
Current assets of discontinued operations	423		427
Property, plant and equipment, net	393		346
Goodwill	101		98
Deferred income taxes	5		46
Valuation allowance for discontinued operations	(354)		—
Other non-current assets	106		89
Non-current assets of discontinued operations	$	251	$	579
LIABILITIES
CURRENT LIABILITIES
Accounts payable	$	105	$	129
Other current liabilities	77		97
Current liabilities of discontinued operations	182		226
Other liabilities	109		95
Non-current liabilities of discontinued operations	$	109	$	95

Cash flows related to discontinued operations are included within the Consolidated Statements of Cash Flows. Selected financial information related to cash flows from discontinued operations are below:

	Six Months Ended June 30,
(In millions)	2025		2024
Depreciation and amortization	$	—	$	49
Cash paid for property, plant and equipment	$	43	$	44

3.    SEGMENT INFORMATION

Effective January 1, 2025, due to a strategic shift in how we manage our business as a result of the GR Agreement, we are presenting the GR business as a discontinued operation. We reorganized our reportable segments to align to our new operating and management structure. As a result, all prior period information was recast to reflect this change. The Company now has three reportable segments: Roofing, Insulation and Doors. The Company's vertically integrated glass non-wovens business that supports the Company’s Roofing business and other building products customers, along with its structural lumber business, were integrated into the Roofing business segment. Two glass melting plants, which make fiber for the non-wovens business, were integrated into the Insulation segment. Unless otherwise specified, the information in the note refers to only the continuing operations of the Company.

Operating segments are aggregated into reportable segments based on consideration of the following factors: similarity of economic characteristics, the nature of business activities, the management structure directly accountable to our chief operating decision maker ("CODM") for operating and administrative activities, availability of discrete financial information and information presented to the Board of Directors and investors. Accounting policies for the segments are the same as those for the Company. The Company’s three reportable segments are defined as follows:

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Roofing – Within our Roofing segment, the Company manufactures and sells residential roofing shingles, oxidized asphalt materials, roofing components and composite lumber primarily used in residential construction. Roofing also manufactures and sells glass mat and specialty veil materials used in building and construction applications.

Insulation – Within our Insulation segment, the Company manufactures and sells thermal and acoustical batts, loose fill insulation, spray foam insulation, wet used chopped strand, foam sheathing and accessories. It also manufactures and sells glass fiber pipe insulation, energy efficient flexible duct media, bonded and granulated stone wool insulation, cellular glass insulation, and foam insulation used in above- and below-grade construction applications.

Doors – Within our Doors segment, the Company manufactures and sells interior and exterior doors and door systems primarily used in residential construction.

NET SALES

The following tables show a disaggregation of our Net sales by segment and geographic region. Corporate eliminations (shown below) largely reflect intercompany sales from Insulation to Roofing. External customer sales are attributed to geographic region based upon the location from which the product is sold to the external customer.

	Three Months Ended June 30, 2025
(In millions)	Roofing		Insulation		Doors		Subtotal		Eliminations		Consolidated
Disaggregation Categories
North America Residential	$	1,128	$	346	$	489	$	1,963	$	(40)	$	1,923
North America Non-Residential	118		373		—		491		(3)		488
Total North America	1,246		719		489		2,454		(43)		2,411
Europe	55		180		58		293		(1)		292
Asia-Pacific	2		31		3		36		—		36
Rest of world	—		4		4		8		—		8
NET SALES	$	1,303	$	934	$	554	$	2,791	$	(44)	$	2,747			Three Months Ended June 30, 2024
---	---	---	---	---	---	---	---	---	---	---	---	---
(In millions)	Roofing		Insulation		Doors		Subtotal		Eliminations		Consolidated
Disaggregation Categories
North America Residential	$	1,088	$	383	$	277	$	1,748	$	(37)	$	1,711
North America Non-Residential	112		367		—		479		(3)		476
Total North America	1,200		750		277		2,227		(40)		2,187
Europe	49		184		30		263		—		263
Asia-Pacific	3		37		1		41		—		41
Rest of world	—		3		3		6		—		6
NET SALES	$	1,252	$	974	$	311	$	2,537	$	(40)	$	2,497

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

	Six Months Ended June 30, 2025
(In millions)	Roofing		Insulation		Doors		Subtotal		Eliminations		Consolidated
Disaggregation Categories
North America Residential	$	2,096	$	728	$	968	$	3,792	$	(75)	$	3,717
North America Non-Residential	218		705		—		923		(5)		918
Total North America	2,314		1,433		968		4,715		(80)		4,635
Europe	103		346		114		563		(3)		560
Asia-Pacific	6		56		3		65		—		65
Rest of world	—		8		9		17		—		17
NET SALES	$	2,423	$	1,843	$	1,094	$	5,360	$	(83)	$	5,277			Six Months Ended June 30, 2024
---	---	---	---	---	---	---	---	---	---	---	---	---
(In millions)	Roofing		Insulation		Doors		Subtotal		Eliminations		Consolidated
Disaggregation Categories
North America Residential	$	2,048	$	781	$	277	$	3,106	$	(70)	$	3,036
North America Non-Residential	198		718		—		916		(7)		909
Total North America	2,246		1,499		277		4,022		(77)		3,945
Europe	98		359		30		487		(1)		486
Asia-Pacific	6		65		1		72		—		72
Rest of world	—		8		3		11		—		11
NET SALES	$	2,350	$	1,931	$	311	$	4,592	$	(78)	$	4,514

EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION

Effective January 1, 2025, we changed our segment measure of profitability for our reportable segments from Earnings before interest and taxes ("EBIT") to Earnings before interest, taxes, depreciation and amortization (“EBITDA”), as the measure used for purposes of making decisions about allocating resources to the segments and assessing performance. Segment EBITDA is the principal measure used by the CODM to assess segment performance and make decisions on the allocation of resources. Prior period amounts have been recast to reflect the new segment measure for profitability.

The Company identifies the Chief Executive Officer as the CODM. In applying the criteria set forth in the standards for reporting information about segments in financial statements, we have determined that we have three reportable segments – Roofing, Insulation, and Doors. The key factors used to identify these reportable segments are the organization and alignment of our internal operations and the nature of our products. The CODM uses EBITDA for each reportable segment to assess segment performance and make decisions on the allocation of resources. Segment EBITDA targets are established on an annual basis and used by the CODM throughout the year to compare with actual results. Quarterly forecasts supplement annual targets and provide incremental information utilized to assess the performance of a segment. Segment EBITDA variance analysis further provides insight into segment operational cost optimization.

The Company does not regularly provide significant segment expense detail to the CODM. EBITDA by segment consists of net sales less related costs and expenses, which are mainly comprised of cost of sales and marketing and administrative costs. EBITDA is presented on a basis that is used internally for evaluating segment performance. Certain items, such as general corporate expenses or income and certain other expense or income items, are excluded from the internal evaluation of segment performance. Accordingly, these items are not reflected in EBITDA for our reportable segments and are included within Corporate, Other and Eliminations.

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

The following table summarizes EBITDA by segment:

	Three Months Ended June 30,				Six Months Ended<br>June 30,
(In millions)	2025		2024		2025		2024
Reportable Segments
Roofing	$	457	$	437	$	789	$	775
Insulation	225		246		450		469
Doors	75		61		143		61
Total reportable segments	757		744		1,382		1,305
Restructuring excluding depreciation	(9)		(34)		(12)		(44)
Gains on sale of certain precious metals	12		—		21		—
Paroc marine recall	(1)		(6)		(2)		(7)
Strategic review-related charges	—		(15)		—		(17)
Acquisition-related transaction costs	—		(29)		—		(47)
Loss on Assets Held for Sale	(24)		—		(26)		—
Acquisition-related integration costs excluding amortization	(4)		(21)		(6)		(21)
Recognition of acquisition inventory fair value step-up	—		(12)		—		(12)
General corporate expense and other	(54)		(66)		(114)		(112)
Total corporate, other and eliminations	(80)		(183)		(139)		(260)
Depreciation and amortization	(172)		(142)		(331)		(250)
Interest expense, net	(63)		(63)		(127)		(79)
EARNINGS FROM CONTINUING OPERATIONS BEFORE TAXES	$	442	$	356	$	785	$	716

TOTAL ASSETS AND PROPERTY, PLANT AND EQUIPMENT

The following table summarizes total assets by segment:

(In millions)	June 30, 2025		December 31, 2024
Assets allocated to reportable segments
Roofing	$	3,643	$	3,107
Insulation	4,514		4,231
Doors	4,433		4,454
Total assets allocated to reportable segments	12,590		11,792
Assets not allocated to reportable segments
Cash and cash equivalents	230		321
Non-current deferred income taxes	8		8
Investments in affiliates	60		86
Corporate property, plant and equipment, other assets and eliminations	921		862
TOTAL ASSETS FROM CONTINUING OPERATIONS	$	13,809	$	13,069

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

The following table summarizes total property, plant and equipment, net by geographic region:

(In millions)	June 30, 2025		December 31, 2024
North America	$	3,247	$	3,182
Europe	599		524
Asia Pacific	64		67
Rest of world	42		45
PROPERTY, PLANT AND EQUIPMENT, NET FROM CONTINUING OPERATIONS	$	3,952	$	3,818

ADDITIONS TO PROPERTY, PLANT AND EQUIPMENT

The following table summarizes cash paid for property, plant and equipment by segment:

	Three Months Ended June 30,				Six Months Ended<br>June 30,
(In millions)	2025		2024		2025		2024
Reportable Segments
Roofing	$	66	51		$	128	$	105
Insulation	80		55		161		116
Doors	23		15		41		15
Total reportable segments	$	169	$	121	$	330	$	236
General corporate additions	7		11		28		29
ADDITIONS TO PROPERTY, PLANT AND EQUIPMENT FROM CONTINUING OPERATIONS	$	176	$	132	$	358	$	265

4.    INVENTORIES

Inventories consist of the following:

(In millions)	June 30, 2025		December 31, 2024
Finished goods	$	736	$	664
Materials and supplies	723		663
Total inventories	$	1,459	$	1,327

5.    DERIVATIVE FINANCIAL INSTRUMENTS

The Company is exposed to, among other risks, the impact of changes in commodity prices, foreign currency exchange rates, and interest rates in the normal course of business. The Company’s risk management program is designed to manage the exposure and volatility arising from these risks, and utilizes derivative financial instruments to offset a portion of these risks. The Company uses derivative financial instruments only to the extent necessary to hedge identified business risks, and does not enter into such transactions for trading purposes.

The Company generally does not require collateral or other security with counterparties to these financial instruments and is therefore subject to credit risk in the event of nonperformance; however, the Company monitors credit risk and currently does not anticipate nonperformance by other parties. Contracts with counterparties generally contain right of offset provisions. These provisions effectively reduce the Company’s exposure to credit risk in situations where the Company has gain and loss positions outstanding with a single counterparty. It is the Company’s policy to offset on the Consolidated Balance Sheets the amounts recognized for derivative instruments with any cash collateral arising from derivative instruments executed with the same counterparty under a master netting agreement. As of June 30, 2025 and December 31, 2024, the Company did not have any amounts on deposit with any of its counterparties, nor did any of its counterparties have any amounts on deposit with the Company.

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Derivative Fair Values

Our derivatives consist of natural gas forward swaps, foreign exchange forward contracts and U.S. treasury rate lock agreements, all of which are over-the-counter and not traded through an exchange. The Company uses widely accepted valuation tools to determine fair value, such as discounting cash flows to calculate a present value for the derivatives. The models use Level 2 inputs, such as forward curves and other commonly quoted observable transactions and prices, which are observable market-based inputs or unobservable inputs that are corroborated by market data. The fair value of our derivatives and hedging instruments are all classified as Level 2 investments within the three-tier hierarchy.

The following table presents the fair value of derivatives and hedging instruments and their respective location on the Consolidated Balance Sheets:

		Fair Value at
(In millions)	Location	June 30, 2025		December 31, 2024
Derivative assets designated as hedging instruments:
Cash flow hedges:
Natural gas forward swaps for continuing operations	Other current assets	$	1	$	3
Natural gas forward swaps for discontinued operations	Other current assets of discontinued operations	$	—	$	1
Derivative liabilities designated as hedging instruments:
Cash flow hedges:
Natural gas forward swaps for continuing operations	Other current liabilities	$	2	$	1
Natural gas forward swaps for discontinued operations	Other current liabilities of discontinued operations	$	—	$	—
Derivative assets not designated as hedging instruments:
Foreign exchange forward contracts for discontinued operations	Other current assets of discontinued operations	$	—	$	1
Derivative liabilities not designated as hedging instruments:
Foreign exchange forward contracts for continuing operations	Other current liabilities	$	—	$	1
Foreign exchange forward contracts for discontinued operations	Other current liabilities of discontinued operations	$	1	$	1

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Consolidated Statements of Earnings Activity

The following table presents the impact and respective location of derivative activities on the Consolidated Statements of Earnings:

		Three Months Ended<br>June 30,				Six Months Ended<br>June 30,
(In millions)	Location	2025		2024		2025		2024
Derivative activity designated as hedging instruments:
Natural gas cash flow hedges:
Amount of loss (gain) reclassified from AOCI (as defined below) into earnings (a)	Cost of sales	$	—	$	3	$	(1)	$	9
Amount of loss reclassified from AOCI (as defined below) into earnings (a)	Net earnings (loss) from discontinued operations attributable to Owens Corning, net of tax	$	—	$	1	$	—	$	4
Treasury interest rate lock:
Amount of gain reclassified from AOCI (as defined below) into earnings (a)	Interest expense, net	$	(1)	$	—	$	(2)	$	—
Derivative activity not designated as hedging instruments:
Foreign currency:
Amount of gain recognized in earnings (b)	Other expense, net	$	—	$	—	$	(1)	$	(1)
Amount of loss (gain) recognized in earnings (c)	Net earnings (loss) from discontinued operations attributable to Owens Corning, net of tax	$	3	$	(3)	$	5	$	(3)

(a)Accumulated Other Comprehensive Earnings (Deficit) (“AOCI”)

(b)(Gains)/losses related to foreign currency derivatives were substantially offset by net revaluation impacts on foreign currency denominated balance sheet exposures, which were also recorded in Other expense, net. Please refer to the “Other Derivatives” section below for additional detail.

(c)(Gains)/losses related to foreign currency derivatives were substantially offset by net revaluation impacts on foreign currency denominated balance sheet exposures, which were also recorded in Net (loss) earnings from discontinued operations attributable to Owens Corning, net of tax. Please refer to the “Other Derivatives” section below for additional detail.

Consolidated Statements of Comprehensive Earnings Activity

The following table presents the impact of derivative activities on the Consolidated Statements of Comprehensive Earnings:

		Amount of Gain (Loss) Recognized in Comprehensive Earnings
(In millions)		Three Months Ended<br>June 30,				Six Months Ended<br>June 30,
Hedging Type	Derivative Financial Instrument	2025		2024		2025		2024
Cash flow hedge	Natural gas forward swaps	$	(7)	$	6	$	(5)	$	12

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Cash Flow Hedges

The Company uses a combination of derivative financial instruments, which qualify as cash flow hedges, and physical contracts to manage forecasted exposure to electricity and natural gas prices. As of June 30, 2025, the notional amounts of these natural gas forward swaps for both continuing and discontinued operations were 6 million MMBtu (or MMBtu equivalent) based on U.S. and European indices. The Company has designated these natural gas forward swaps as cash flow hedges, with the last hedge maturing no later than June 2026. A net unrecognized loss of $1 million related to these natural gas forward swaps was included in AOCI as of June 30, 2025, $1 million of which is expected to be reclassified into earnings within the next twelve months.

In 2020, the Company entered into a $175 million forward U.S. Treasury rate lock agreement to manage the U.S. Treasury portion of its interest rate risk associated with the anticipated issuance of certain 10-year fixed rate senior notes. The Company designated this forward U.S. Treasury rate lock agreement, which expired on December 15, 2022, as a cash flow hedge. The locked fixed rate of this agreement was 0.994%. In September 2022, a gain of $6 million was recognized as a result of a change in the forecasted issuance of certain senior notes. In December 2022, the Company received cash of $37 million upon the settlement of the rate lock agreement, of which $31 million will be amortized as a component of interest expense upon the future issuance of senior notes. In May 2024, the Company issued new senior notes and began amortizing the $31 million over the life of the Company's 5.700% senior notes due 2034, of which $1 million was recognized during the six months ended June 30, 2025. The unrecognized gain of $28 million was included in AOCI as of June 30, 2025.

Other Derivatives

The Company uses forward currency exchange contracts to manage existing exposures to foreign exchange risk related to assets and liabilities recorded on the Consolidated Balance Sheets. As of June 30, 2025, the Company had notional amounts for continuing and discontinued operations of $147 million for non-designated derivative financial instruments related to foreign currency exposures in U.S. Dollars primarily related to the Indian Rupee, Brazilian Real, Hong Kong Dollar, Korean Won and the Chinese Yuan. In addition, the Company had notional amounts for continuing operations of $119 million for non-designated derivative financial instruments related to foreign currency exposures in European Euro primarily related to the Polish Złoty, Danish Krone, Norwegian Krone and the U.S. Dollar.

6.     GOODWILL AND OTHER INTANGIBLE ASSETS

The Company tests goodwill and indefinite-lived intangible assets for impairment during the fourth quarter of each year, or more frequently should circumstances change or events occur that would more likely than not reduce the fair value of a reporting unit below its carrying value.

Goodwill

The changes in the net carrying value of goodwill by segment are as follows:

(In millions)	Roofing		Insulation		Doors		Total
Gross carrying amount at December 31, 2024	$	654	$	1,549	$	1,478	$	3,681
Foreign currency translation	7		69		15		91
Purchase price allocation adjustments	—		—		23		23
Gross carrying amount at June 30, 2025	661		1,618		1,516		3,795
Accumulated impairment losses at December 31, 2024	—		(936)		—		(936)
Foreign currency translation	—		(45)		—		(45)
Accumulated impairment losses at June 30, 2025	—		(981)		—		(981)
Balance, net of impairment, at June 30, 2025	$	661	$	637	$	1,516	$	2,814

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

First Quarter Goodwill Triggering Event

During the first quarter of 2025, our internal reporting and management structure changed, resulting in the identification of three new reportable segments: Roofing, Insulation and Doors. As a result of our segment reorganization, we reassigned the former Composites reportable segment assets and liabilities into the Roofing and Insulation reportable segments. As this change was considered a goodwill triggering event, we performed an interim goodwill impairment test both prior and subsequent to the reorganization using a discounted cash flow approach for each of the respective reporting units.

Prior to reorganizing the reportable segments, and integrating portions of the former Composites reportable segment, but after allocating Goodwill to discontinued operations, the Company tested the Goodwill for the Roofing, Insulation and Composites reporting units. As a result of this test, we determined that no impairment existed for any of the reporting units and that the business enterprise value for the Roofing, Composites and Insulation reporting units substantially exceeded their carrying values. The remaining Composites Goodwill, after the allocation of Goodwill to discontinued operations, of $325 million was allocated between the Roofing and Insulation reporting units based on the relative fair values of the portions of the Composites business, which were integrated based on the discounted cash flows of each.

Subsequent to allocating Goodwill to the Roofing and Insulation reporting units, as part of reorganization, the Company tested the Goodwill for the Roofing and Insulation reporting units. As a result of this test, we determined that no impairment existed for either reporting unit and that the business enterprise value for the Roofing and Insulation reporting units substantially exceeded their carrying values as of the date of our assessment.

Second Quarter Goodwill Triggering Event

In the second quarter of 2025, the Company performed its ongoing assessment to consider whether events or circumstances had occurred that could more likely than not reduce the fair value of the Doors reporting unit below its carrying value. The narrow cushion on the Doors reporting unit, due to its recent acquisition, and the high level of near-term macroeconomic uncertainty caused by recently announced tariffs, triggered the Company to perform an interim goodwill impairment test as of June 30, 2025 for the Doors reporting unit. The fair value of the reporting unit was determined based on a discounted cash flow analysis, or income approach, as well as a market approach, based on market multiples of comparable companies.

As a result of this test, we determined that no impairment existed for the Doors reporting unit as the fair value exceeded the carrying value by approximately 5%. Changes in assumptions or estimates used in our goodwill impairment testing could materially affect the determination of the fair value of the reporting unit. Additional tariffs or trade restrictions that the Company is unable to offset, negative impacts from tariffs on demand, or further declines in the macroeconomic outlook could result in declines in revenues and margins necessitating the need for impairment assessments in future periods. The most significant assumptions used in the fair value analysis were base year revenue, revenue growth rate, adjusted EBITDA margins, discount rate and market multiples under the market approach.

Other Intangible Assets

Other intangible assets consist of the following:

	June 30, 2025						December 31, 2024
(In millions)	Gross<br><br>Carrying<br><br>Amount		Accumulated<br><br>Amortization		Net<br><br>Carrying<br><br>Amount		Gross<br>Carrying<br>Amount		Accumulated<br>Amortization		Net<br>Carrying<br>Amount
Indefinite-lived trademarks and trade names	$	1,238	$	—	$	1,238	$	1,225	$	—	$	1,225
Amortizable intangible assets
Customer relationships	1,609		(437)		1,172		1,570		(367)		1,203
Technology	385		(224)		161		373		(199)		174
Trademarks and trade names	31		(5)		26		31		(4)		27
Other (a)	68		(1)		67		52		(1)		51
Total other intangible assets	$	3,331	$	(667)	$	2,664	$	3,251	$	(571)	$	2,680

(a) Other primarily includes emissions rights.

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Indefinite-Lived Intangible Assets

There is one indefinite-lived intangible asset that is at an increased risk of impairment, which is used by our Insulation segment and was partially impaired in the fourth quarter of 2022. A change in the estimated long-term revenue growth rate or discount rate for the segment could increase the likelihood of a future impairment. The following table presents the carrying values of these assets as of June 30, 2025:

(In millions)	June 30, 2025
European building and technical insulation trade name	$	96

Definite-Lived Intangible Assets

The Company amortizes the cost of other intangible assets over their estimated useful lives which, individually, range up to 25 years. The Company’s future cash flows are not materially impacted by its ability to extend or renew agreements related to its amortizable intangible assets.

Amortization expense for intangible assets for the three and six months ended June 30, 2025 was $39 million and $77 million, respectively. Amortization expense for intangible assets for the three and six months ended June 30, 2024 was $39 million and $55 million, respectively. Amortization expense for intangible assets is estimated to be $72 million for the remainder of 2025.

The estimated amortization expense for intangible assets for the next five fiscal years ended December 31 is as follows:

(In millions)	Amortization
2026	$	135
2027	$	126
2028	$	126
2029	$	111
2030	$	102

7.    PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following:

(In millions)	June 30,<br>2025		December 31, 2024
Land	$	186	$	178
Buildings and leasehold improvements	1,354		1,238
Machinery and equipment	5,141		4,876
Construction in progress	550		564
Property, plant and equipment, gross	7,231		6,856
Accumulated depreciation	(3,279)		(3,038)
Property, plant and equipment, net	$	3,952	$	3,818

Machinery and equipment include certain precious metals used in our production tooling, which comprise approximately 4% of total machinery and equipment as of June 30, 2025 and December 31, 2024. Precious metals used in our production tooling are depleted as they are consumed during the production process, depletion expense is included in Cost of Sales on the Company's Consolidated Statements of Earnings.

Our production tooling needs are changing due to the announced sale of our GR business. As a result, the Company sold certain precious metals resulting in gains of $1 million and $10 million for the three and six months ended June 30, 2025, respectively. These gains are included in Other expense, net on the Consolidated Statements of Earnings and are reflected in the Corporate, Other and Eliminations reporting category. The cash proceeds from the sales are included in Net cash flow used for investing activities in the Consolidated Statements of Cash Flow.

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

We also exchanged certain precious metals used in production tooling for certain other precious metals to be used in production tooling. During the three and six months ended June 30, 2025, these non-cash exchanges resulted in a net increase to Machinery and equipment of $11 million and gains totaling $11 million. These gains are included in Other expense, net on the Consolidated Statements of Earnings and are reflected in the Corporate, Other and Eliminations reporting category.

8.    ACQUISITIONS

On February 8, 2024, the Company entered into an Arrangement Agreement (the "Arrangement Agreement") with Masonite International Corporation, a British Columbia corporation ("Masonite"), pursuant to which the Company agreed to acquire all of the issued and outstanding common shares of Masonite at a purchase price of $133.00 per share (the "Arrangement"). On May 15, 2024, as determined by the Arrangement Agreement, the Company completed the acquisition of 100% of the issued and outstanding shares of Masonite for $133.00 per share in cash, without interest for a total purchase price of $3.2 billion. The acquisition was funded primarily with debt proceeds of $2.8 billion and cash on hand. Please refer to the discussion under "364-Day Credit Facility" in Note 12 of the Consolidated Financial Statements for further information.

Masonite is a leading global designer, manufacturer, marketer and distributor of interior and exterior doors and door systems for the residential new construction and residential repair and remodeling markets. The addition of Masonite's market-leading doors business creates a new growth platform for the Company, strengthening the Company's position in building and construction and expanding its offering of branded residential building products.

Masonite's operating results and purchase price allocation have been included in the Company's newly established Doors reportable segment from May 15, 2024, the effective date of the Arrangement, within the Consolidated Financial Statements. Doors contributed revenues of $1,094 million and earnings of $23 million to the Company for the six months ended June 30, 2025. During the six months ended June 30, 2024 Doors contributed revenues of $311 million and earnings of $25 million. Please refer to Note 3 of the Consolidated Financial Statements for further information.

During the three and six months ended June 30, 2025, the Company incurred no transaction costs. During the three and six months ended June 30, 2024, the Company incurred $29 million and $47 million of transaction costs, respectively. During the three and six months ended June 30, 2025, the Company incurred $4 million and $6 million of integration costs, respectively, related to its acquisition of Masonite. During the three and six months ended June 30, 2024, the company incurred $21 million of integration costs related to its acquisition of Masonite. These expenses are included in Other expense, net on the Company's Consolidated Statements of Earnings.

The fair value of the total purchase consideration transferred was determined as follows:

(In millions)	Fair Value of Purchase Consideration
Closing cash consideration	$	2,935
Pre-combination vesting portion of fair value of Masonite outstanding equity awards converted to Owens Corning time vesting RSUs	35
Repayment of Masonite term loan facility	216
Total transaction consideration	$	3,186

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

The closing cash as part of consideration was calculated at the price of $133.00 per outstanding Masonite common share. At the close of the acquisition of Masonite, there were 22.07 million Masonite common shares outstanding. The fair value of Owens Corning common stock underlying Masonite outstanding equity awards that have been converted into awards with respect to Owens Corning common stock is calculated as follows:

(In millions, except share and per share amounts)	Amount
Number of Masonite stock awards outstanding (a)	639,608
Exchange ratio (b)	0.7642
Owens Corning equity awards issued for Masonite outstanding equity awards	488,778
10-day weighted average closing share price of Owens Corning common stock (c)	$	174.03
Fair value of Owens Corning time vesting RSUs issued for Masonite outstanding equity awards	$	85
Less: Fair value allocated to post-transaction compensation expense	(50)
Fair value of awards included in transaction consideration	$	35

(a)    Represents the Masonite stock awards that have been converted into Owens Corning equity awards upon completion of the acquisition of Masonite, based on awards outstanding at May 15, 2024. Masonite equity awards include awards issued under various stock incentive plans of Masonite.

(b)    The exchange rate was determined by the consideration amount divided by the volume weighted average closing sale price of one share of Owens Corning common stock for the ten consecutive trading days ended May 15, 2024, in accordance with the terms of the Arrangement Agreement.

(c)    The ten-day weighted average closing share price was calculated for the ten consecutive trading days ended May 15, 2024, in accordance with the terms of the Arrangement Agreement.

On May 15, 2024, the effective date of the Arrangement, the Company transferred consideration to Masonite to repay the Masonite 2027 term loan facility (the "Masonite term loan facility"). This repayment was required by the change in control provision within the terms of the Masonite term loan facility.

The Company has applied the acquisition method of accounting in accordance with Accounting Standards Codification ("ASC") Topic 805, Business Combinations, and recognized assets acquired and liabilities assumed at their fair values as of the effective date of the Arrangement, with the excess purchase consideration recorded to goodwill. The Company continued to obtain information to complete its valuation of certain assets and liabilities, during the twelve month period subsequent to the close of the transaction. During this time, the Company recorded measurement period adjustments to the purchase price allocation. The Company has finalized the valuation of the assets acquired and liabilities assumed as of May 15, 2025.

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

The following table summarizes the acquisition date fair value net of measurement period adjustments of net tangible and intangible assets acquired, net of liabilities assumed as part of the Arrangement:

(In millions)	As originally reported		Measurement period adjustments		As adjusted
Cash and cash equivalents	$	282	$	—	$	282
Receivables, net	330		—		330
Inventories	379		(2)		377
Other current assets	82		(4)		78
Property, plant and equipment, net	861		(3)		858
Operating lease right-of-use assets	253		—		253
Intangible assets	1,579		(221)		1,358
Deferred income taxes	14		—		14
Other non-current assets	91		—		91
Total assets	3,871		(230)		3,641
Accounts payable	196		—		196
Current operating lease liabilities	28		—		28
Other current liabilities	187		6		193
Long-term debt	867		—		867
Non-current operating lease liabilities	235		—		235
Deferred income taxes	413		(43)		370
Other non-current liabilities	32		13		45
Net assets acquired	1,913		(206)		1,707
Non-controlling interest	(35)		—		(35)
Goodwill	1,308		206		1,514
Total net assets acquired	$	3,186	$	—	$	3,186

The details on the methodology and significant inputs used for fair value of valuation are outlined below.

Goodwill

The purchase consideration allocation resulted in $1.5 billion of goodwill. During the preliminary period, the Company increased the value of goodwill by $206 million. The goodwill is not deductible for tax purposes. The factors contributing to the recognition of the amount of goodwill are based on several strategic and synergistic benefits that are expected to be realized from the acquisition.

Receivables

The fair value of receivables acquired is $330 million, with the gross contractual amount being $331 million. The Company expects $1 million to be uncollectible.

Inventory

The fair value of inventory was determined by the market selling price of the inventory, less the remaining manufacturing and selling costs and a normal profit margin on those manufacturing and selling efforts. The fair value of inventory has been stepped up by $18 million, this amount has been fully amortized to Cost of Sales as the inventory was sold.

Property, Plant and Equipment

The fair value of property, plant and equipment is $858 million and was determined using cost and market approaches. The cost approach reflects the amount that would be required to replace the asset to service capacity, this approach was used where there was historical data available. Where there was not historical data available the market approach was used, this approach reflects recent sales of identical or comparable assets.

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Intangible Assets

The fair value of acquired intangible assets is $1.4 billion. During the preliminary period, the Company reduced the value of acquired intangibles by $221 million, as we continued to obtain information used to determine the fair value. There were no material impacts to the Consolidated Statements of Earnings as a result of this adjustment. The fair value of customer relationships was determined using the multi-period excess earnings method. Key assumptions under this method are the revenue growth rate, adjusted EBITDA margin (including the adjusted terminal EBITDA margin), customer attrition rate, discount rate, tax rate and contributory asset charges. The fair value of trade names were determined using the relief from royalty method. Key assumptions under this method are future cash flow estimates, royalty rate and discount rate.

(In millions, except useful life amounts)	Estimated <br>Useful Life <br>(in years)	Estimated <br>Asset <br>Fair Value
Customer relationships	10 - 21	$	979
Technology	5	120
Trademarks and trade names (indefinite-lived)	Indefinite	240
Trademarks and trade names	10	19
Identifiable intangible assets, net		$	1,358

Debt

The fair value of Masonite's unsecured senior notes was determined using the market approach, based on the trading value of the notes in the market.

Joint Ventures and Noncontrolling Interests

The Company's acquisition of Masonite included joint ventures with Dominance Industries, Inc., 45% owned, and Vanair Design Inc., 30% owned. As a result of the Masonite acquisition, we also recognized a 25% noncontrolling interest in Sacopan Inc. for the portion owned by a third party and a 50% non-controlling interest in Magna Foremost SDN BHD for the portion owned by a third party. The value of these investments and non-controlling interests were determined using an equally weighted value from the income approach and the market approach.

Pro Forma Financial Information from Continuing Operations

The following table summarizes, on an unaudited pro forma basis, the combined results of operations from continuing operations of the Company for the three and six months ended June 30, 2024, assuming the acquisition had occurred on January 1, 2023.

	Three Months Ended June 30,		Six Months Ended June 30,
(In millions)	2024		2024
Pro Forma net sales from continuing operations	$	2,807	$	5,414
Pro Forma net earnings from continuing operations attributable to Owens Corning	$	308	$	631

The pro forma financial information includes certain adjustments to adhere to the Company's accounting policies and adjustments to the historical results with pro forma adjustments, net of tax, that assume the acquisition occurred on January 1, 2023. This includes removing the results of the Architectural segment that was sold by Masonite prior to the close of the Arrangement, increased depreciation expense to reflect the fair value of property, plant and equipment, and increased amortization expense related to the fair value of identifiable amortizable intangible assets. In addition, adjustments were made to reflect the interest, discount amortization, and capitalized financing cost amortization for the 2027, 2034 and 2054 senior notes that were issued to pay off the 364-Day Credit Facility in the comparative pro forma period, see Note 12 for further detail. Finally, adjustments were made to remove interest expense for the pro forma period related to the Masonite term loan facility that was paid off at closing as part of the consideration for the Arrangement.

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Significant adjustments to the pro forma financial information are as follows:

1.Net sales were decreased by $41 million and by $119 million for the three and six months ended June 30, 2024, respectively, to remove the sales of the Architectural segment that was sold by Masonite prior to the close of the Arrangement.

2.Net earnings were increased by $56 million for the three and six months ended June 30, 2024, to remove transaction costs incurred by Masonite.

3.Net earnings were increased by $29 million and $47 million for the three and six months ended June 30, 2024, respectively, to move transaction costs incurred by the Company to the beginning of the comparative period.

4.Net earnings were decreased by $46 million and by $90 million for the three and six months ended June 30, 2024, respectively, to give effect to the tax impact of pro forma adjustments.

The pro forma financial information does not reflect any anticipated synergies or dis-synergies, operating efficiencies or cost savings that may result from the Arrangement and integration costs that may be incurred.

9.     ASSETS HELD FOR SALE

On November 4, 2024, the Company entered into a related party agreement to sell its building materials business in China and Korea to a member of the business' management team. At that time, the Company met the assets held for sale criteria. The disposal further aligns with the strategy to reshape the Company to focus on residential and commercial building products in North America and Europe. The transaction includes six insulation manufacturing facilities in China and a roofing manufacturing facility in Korea. The building materials business, within the Insulation segment, represents annual revenues of approximately $130 million.

During the fourth quarter of 2024, the Company reclassified $2 million as held for sale within Other current liabilities on the Consolidated Balance Sheets. The Company also recorded the assets at the fair value less cost to sell, which was less than the carrying value and resulted in an impairment of $91 million primarily related to Property, Plant and Equipment and Goodwill. The impairment was included in Loss on sale of business on the Consolidated Statements of Earnings within the Company's 2024 Form 10-K. The Company estimated the fair value of these assets, less cost to sell, using Level 3 inputs.

During the three and six months ended June 30, 2025, the Company incurred an additional loss of $24 million and $26 million as a result of amendments to the related party agreement and changes in working capital. This loss is included within Loss on sale of business on the Consolidated Statements of Earnings. These changes also resulted in an adjustment of $4 million as held for sale within Other current liabilities on the Consolidated Balance Sheets.

The Company completed the transaction on July 22, 2025. The Company is currently in the process of finalizing certain related transfers, which are expected to be completed by the end of the first quarter of fiscal year 2026.

10.    WARRANTIES

The Company records a liability for warranty obligations at the date the related products are sold. Adjustments are made as new information becomes available. Please refer to Note 1 of the Consolidated Financial Statements within our 2024 Form 10-K for information about our separately-priced extended warranty contracts. A reconciliation of the warranty liability is as follows:

	Six Months Ended June 30,
(In millions)	2025		2024
Beginning balance	$	99	$	97
Amounts accrued for current year	12		10
Acquired obligations	—		4
Settlements of warranty claims	(14)		(11)
Ending balance	$	97	$	100

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

11.    RESTRUCTURING

The Company may incur restructuring, and other exit costs in connection with its global cost reduction, product line and productivity initiatives and the Company’s growth strategy.

Building Materials Business Sale Restructuring

On November 4, 2024, the Company entered into a related party agreement to sell its Insulation segment's building materials business in China and Korea to a member of the business’ management team. During 2024, the Company recorded the assets at the fair value less cost to sell, which was less than the carrying value and resulted in an impairment of $91 million related primarily to Property, Plant and Equipment and Goodwill.

Following the signing of the agreement, the Company took actions to reduce headcount and implement cost savings initiatives. These actions are expected to result in cumulative costs of approximately $15 million, primarily related to severance and other exit costs. During the first six months of 2025, the Company did not incur any charges related to this project.

Acquisition-Related Restructuring

Following the acquisition of Masonite, within the Company's Doors segment, the Company took actions to realize expected synergies from the newly acquired operations. In June 2025, the Company announced the closure of the Prineville, Oregon plant. In connection with these actions, the Company estimates it will incur cash charges of approximately $12 million primarily related to contract termination costs, severance and other exit costs, and non-cash charges of approximately $30 million, primarily related to accelerated depreciation and write-offs of inventory. The Company is continuing to review synergies as a result of this acquisition and expects to incur a material amount of incremental costs throughout 2025 and into future years.

During the first six months of 2025, the Company recorded $17 million of charges, including non-cash charges of $9 million related to accelerated depreciation and $8 million of cash charges primarily related to severance.

Global Composites Restructuring

In December 2023, the Company took actions to reduce costs throughout its former Composites segment given then current market conditions, primarily through global workforce reductions, as well as streamlining manufacturing and supply chain operations. These actions primarily include salaried workforce reductions and the relocation of the Changzhou, China operations to Hangzhou, China.

In connection with these actions, the Company estimates it will incur cash charges in the range of $20 million to $30 million, primarily related to severance and other exit costs, including termination costs, and non-cash charges in the range of $15 million to $20 million, primarily related to accelerated depreciation.

During the first six months of 2025, the Company incurred charges of $5 million primarily related to severance.

Protective Packaging Exit

In May 2023, the Company made the decision to exit the Protective Packaging business within the Roofing segment, including the production and sale of wood packaging, metal packaging and custom products. Exiting Protective Packaging allowed the Company to focus resources on the growth of its building materials products, which supports the future growth aspirations of the enterprise. With the exit of the Protective Packaging business, the Company closed its plants in Dorval, Quebec and Mission, British Columbia, Canada. The Company also ceased operations at its Qingdao, China facility.

In connection with the exit of the Protective Packaging business, the Company estimated that it would incur cash charges of approximately $15 million, primarily related to severance and other exit costs. Additionally, the Company expected to incur total non-cash charges in the range of $70 million to $75 million, primarily related to accelerated depreciation of property, plant and equipment and accelerated amortization of definite-lived intangibles.

During the first six months of 2025, the Company did not incur any charges relating to this project. The Company does not expect to incur any future charges.

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Wabash Facility Closure

In April 2023, the Company took actions to support its strategy to operate a flexible and cost-efficient manufacturing network through decisions to relocate the Wabash, Indiana mineral wool operations to Joplin, Missouri, and to exit the U.S. granulated mineral wool market. These actions resulted in cumulative costs of approximately $30 million in 2023, primarily related to severance and accelerated depreciation.

During the first six months of 2025, the Company did not incur any charges relating to this project. The Company does not expect to incur any future charges.

European Operating Structure Optimization

In March 2023, the Company took actions to optimize the operating structure of its segments across Europe to increase its competitiveness. These actions are expected to result in cumulative costs of approximately $20 million, primarily related to severance and other exit costs. During the first six months of 2025, the Company recorded $1 million of income primarily related to a reduction in severance. The Company does not expect to recognize significant incremental costs related to these actions.

Consolidated Statements of Earnings From Continuing Operations Classification

The following table presents the impact and respective location of total restructuring on the Consolidated Statements of Earnings From Continuing Operations, which are included within Corporate, Other and Eliminations:

		Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	Location	2025		2024		2025		2024
Accelerated depreciation	Cost of sales	$	(9)	$	(3)	$	(9)	$	(7)
Other exit costs	Cost of sales	(1)		(2)		(1)		(5)
Other exit costs	Marketing and administrative expenses	(1)		(1)		(1)		(1)
Severance	Other expense, net	(7)		(41)		(9)		(48)
Other exit costs	Other expense, net	—		—		(1)		—
Total restructuring costs		$	(18)	$	(47)	$	(21)	$	(61)

Summary of Unpaid Liabilities

The following table summarizes the status of the unpaid liabilities from the Company’s restructuring activities:

	June 30, 2025
(In millions)	Acquisition-related Restructuring		Building Materials Business Sale		Global Composites Restructuring		Protective Packaging Exit		Wabash Facility Closure		European Operating Structure Optimization
Balance at December 31, 2024	$	3	$	6	$	14	$	—	$	—	$	5
Restructuring costs	17		—		5		—		—		(1)
Payments	(5)		—		(3)		—		—		(2)
Accelerated depreciation and other non-cash items	(9)		—		2		—		—		—
Balance at June 30, 2025	$	6	$	6	$	18	$	—	$	—	$	2
Cumulative charges incurred	$	72	$	6	$	38	$	83	$	33	$	14

As of June 30, 2025, the remaining liability balance was comprised of $32 million related to severance, which the Company expects to pay over the next twelve months.

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

	June 30, 2024
(In millions)	Acquisition-related Restructuring		Global Composites Restructuring		Protective Packaging Exit		Wabash Facility Closure		European Operating Structure Optimization
Balance at December 31, 2023	$	—	$	12	$	1	$	3	$	6
Restructuring costs	41		13		4		—		3
Payments	(17)		(3)		(3)		(3)		(3)
Accelerated depreciation and other non-cash items	(21)		(7)		(2)		—		—
Balance at June 30, 2024	$	3	$	15	$	—	$	—	$	6
Cumulative charges incurred	$	41	$	29	$	82	$	33	$	15

12.    DEBT

Details of the Company’s outstanding long-term debt, as well as the fair values, are as follows:

	June 30, 2025				December 31, 2024
(In millions)	Carrying Value		Fair Value		Carrying Value		Fair Value
3.400% senior notes, net of discount and financing fees, due 2026	$	399	99	%	$	399	98	%
5.500% senior notes, net of discount and financing fees, due 2027	497		102	%	497		102	%
5.375% senior notes, net of discount and financing fees, due 2028	—		—	%	29		99	%
3.950% senior notes, net of discount and financing fees, due 2029	448		98	%	447		95	%
3.500% senior notes, net of discount and financing fees, due 2030	2		90	%	2		89	%
3.500% senior notes, net of discount and financing fees, due 2030	341		96	%	338		93	%
3.875% senior notes, net of discount and financing fees, due 2030	298		97	%	298		94	%
5.700% senior notes, net of discount and financing fees, due 2034	790		104	%	790		102	%
7.000% senior notes, net of discount and financing fees, due 2036	369		113	%	369		112	%
4.300% senior notes, net of discount and financing fees, due 2047	590		81	%	589		80	%
4.400% senior notes, net of discount and financing fees, due 2048	391		82	%	391		80	%
5.950% senior notes, net of discount and financing fees, due 2054	683		101	%	683		99	%
Various finance leases, due through 2050 (a)	308		100	%	267		100	%
Total long-term debt	5,116		N/A		5,099		N/A
Less – current portion of finance leases and other (a)	36		100	%	32		100	%
Long-term debt, net of current portion	$	5,080	N/A		$	5,067	N/A

(a)The Company determined that the book value of the above noted long-term debt instruments approximates fair value.

The fair values of the Company’s outstanding long-term debt instruments were estimated using market observable inputs, including quoted prices in active markets, market indices and interest rate measurements. Within the hierarchy of fair value measurements, these are Level 2 fair values.

Senior Notes

The Company issued $500 million of 2027 senior notes with an annual interest rate of 5.500%, $800 million of 2034 senior notes with an annual interest rate of 5.700% and $700 million of 2054 senior notes with an annual interest rate of 5.950% on May 31, 2024. The proceeds from these notes were used to repay a portion of the outstanding borrowings under the 364-Day Credit Facility (as defined below) that was used to fund a portion of the purchase of Masonite in the second quarter of 2024 and to pay related fees and expenses.

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

On May 1, 2024, in connection with the acquisition of Masonite, we commenced an offer to exchange (the “Exchange Offer”) any and all of Masonite’s outstanding 3.50% Senior Notes due 2030 (the “Masonite 2030 notes”) for new 3.50% Senior Notes due 2030 of Owens Corning (the “Owens Corning 2030 notes”). On May 22, 2024, 99.51% of the outstanding Masonite 2030 notes were exchanged and we issued $373 million aggregate principal amount of Owens Corning 2030 notes, which was a non-cash financing transaction for the Company. Interest on the notes is payable semiannually in arrears on February 15 and August 15 each year, beginning on August 15, 2024. Following the settlement of the Exchange Offer, approximately $2 million of the Masonite 2030 notes that were not exchanged remain outstanding, which has been recorded on the Consolidated Balance Sheets.

On April 15, 2024, in connection with the acquisition of Masonite, we commenced a tender offer (the “Tender Offer”) to purchase any and all of Masonite's outstanding 5.375% Senior Notes due 2028 (the “Masonite 2028 notes”) with an aggregate value of $501 million. On May 13, 2024, 94.25% of the outstanding Masonite 2028 notes were validly tendered, with Owens Corning making a cash payment on May 16, 2024 of approximately $480 million, inclusive of $7 million of interest and $1 million premium on tender. Following the settlement of the Tender Offer, approximately $29 million of the Masonite 2028 notes that were not tendered remain outstanding, which has been recorded on the Consolidated Balance Sheets. Interest on the Masonite 2028 notes is payable semiannually in arrears on February 1 and August 1 each year. On February 1, 2025, the Company issued a par call to repay the remaining portion of its outstanding Masonite 2028 notes for $30 million inclusive of accrued interest.

The Company issued $300 million of 2030 senior notes on May 12, 2020. Interest on the notes is payable semiannually in arrears on June 1 and December 1 each year, beginning on December 1, 2020. The proceeds from these notes were used for general corporate purposes.

The Company issued $450 million of 2029 senior notes on August 12, 2019. Interest on the notes is payable semiannually in arrears on February 15 and August 15 each year, beginning on February 15, 2020. The proceeds from these notes were used to repay $416 million of our 2022 senior notes and $34 million of our 2036 senior notes.

The Company issued $400 million of 2048 senior notes on January 25, 2018. Interest on the notes is payable semiannually in arrears on January 30 and July 30 each year, beginning on July 30, 2018. The proceeds from these notes were used, along with borrowings on a $600 million term loan commitment and borrowings on the Receivables Securitization Facility (as defined below), to fund the purchase of Paroc in the first quarter of 2018.

The Company issued $600 million of 2047 senior notes on June 26, 2017. Interest on the notes is payable semiannually in arrears on January 15 and July 15 each year, beginning on January 15, 2018. A portion of the proceeds from these notes was used to fund the purchase of Pittsburgh Corning in 2017 and for general corporate purposes. The remaining proceeds were used to repay $144 million of our 2019 senior notes and $140 million of our 2036 senior notes.

The Company issued $400 million of 2026 senior notes on August 8, 2016. Interest on the notes is payable semiannually in arrears on February 15 and August 15 each year, beginning on February 15, 2017. A portion of the proceeds from these notes was used to redeem $158 million of our 2016 senior notes. The remaining proceeds were used to pay down portions of our Receivables Securitization Facility and for general corporate purposes.

The Company issued $400 million of 2024 senior notes on November 12, 2014. Interest on the notes is payable semiannually in arrears on June 1 and December 1 each year, beginning on June 1, 2015. A portion of the proceeds from these notes was used to repay $242 million of our 2016 senior notes and $105 million of our 2019 senior notes. The remaining proceeds were used to pay down our Senior Revolving Credit Facility (as defined below), finance general working capital needs, and for general corporate purposes. In the fourth quarter of 2024, the Company fully repaid the 2024 senior notes of $400 million at maturity.

The Company issued $550 million of 2036 senior notes on October 31, 2006. Interest on the notes is payable semiannually in arrears on June 1 and December 1 each year, beginning on June 1, 2007. The proceeds of these notes were used to pay certain unsecured and administrative claims, finance general working capital needs and for general corporate purposes.

Collectively, the Company's senior notes above, other than the Masonite 2028 notes or the Masonite 2030 notes, are referred to as the “Senior Notes.” The Senior Notes are general unsecured obligations of the Company and rank pari passu with all existing and future senior unsecured indebtedness of the Company. The Company has the option to redeem all or part of the Senior Notes at any time at a “make-whole” redemption price. The Company is subject to certain covenants in connection with the issuance of the Senior Notes that it believes are usual and customary. The Company was in compliance with these covenants as of June 30, 2025.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Senior Revolving Credit Facility

On March 5, 2025, the Company amended its senior revolving credit facility (the “Senior Revolving Credit Facility”) to increase the available principal amount from $1.0 billion to $1.5 billion and to extend the maturity to March 2030. The Senior Revolving Credit Facility includes both borrowings and letters of credit. Borrowings under the Senior Revolving Credit Facility may be used for general corporate purposes and working capital. The Company has the discretion to borrow under multiple options, which provide for varying terms and interest rates including the United States prime rate, federal funds rate plus a spread or forward-looking term rate based on the Secured Overnight Financing Rate (“Term SOFR”) plus a spread.

The Senior Revolving Credit Facility contains various covenants, including a maximum allowed leverage ratio, that the Company believes are usual and customary for a senior unsecured credit agreement. The Company was in compliance with these covenants as of June 30, 2025.

During the first quarter of 2025, the Company borrowed $30 million under the Senior Revolving Credit Facility, which was subsequently repaid with proceeds from the issuance of CP Notes (as defined below). The Company had no borrowings outstanding and $1.5 billion available under the Senior Revolving Credit Facility as of June 30, 2025.

Receivables Securitization Facility

The receivables securitization facility (the "Receivables Securitization Facility") had a Receivables Purchase Agreement (“RPA”) that is accounted for as secured borrowings in accordance with ASC 860, “Accounting for Transfers and Servicing.” Owens Corning Sales, LLC and Owens Corning Receivables LLC, each a subsidiary of the Company, had an RPA with certain financial institutions. On February 25, 2025, the Company amended and restated the RPA to extend the scheduled maturity date to April 2025. Effective March 31, 2025, the Company terminated the Receivables Securitization Facility and RPA.

Under the RPA, the Company had the ability to borrow at the lenders’ cost of funds, which approximated Term SOFR plus a spread. Alternatively, the Company had the ability to borrow at the higher of the United States prime rate or the Overnight Bank Funding Rate plus a spread. The RPA contained various covenants, including a maximum allowed leverage ratio, that the Company believes are usual and customary for a securitization facility.

Owens Corning Receivables LLC’s sole business consisted of the purchase or acceptance through capital contributions of trade receivables and related rights from Owens Corning Sales, LLC and the subsequent retransfer of or granting of a security interest in such trade receivables and related rights to certain purchasers who were party to the RPA.

During the first quarter of 2025, the Company borrowed $299 million under the Receivables Securitization Facility which was subsequently repaid with proceeds from the issuance of CP Notes.

364-Day Credit Facility

On March 1, 2024, the Company entered into an unsecured term loan agreement in an aggregate principal amount of $3.0 billion, which matures 364 days after the facility is initially funded with a single drawing (the “364-Day Credit Facility”).

In May 2024, to fund a portion of the purchase of Masonite, the Company borrowed $2.8 billion using Term SOFR plus a spread on the 364-Day Credit Facility. As a result of the borrowing, the Company incurred approximately $16 million of financing fees which were amortized to Interest expense, net on the Consolidated Statements of Earnings. During the second quarter of 2024, the Company completely repaid the 364-Day Credit Facility with a combination of proceeds from the issuance of new senior notes, borrowings on the Receivables Securitization Facility and cash on hand. Based on terms of the agreement, no further amounts can be drawn.

Commercial Paper

On March 5, 2025, the Company established a $1.5 billion commercial paper program ("CP Program") for the issuance of unsecured commercial paper notes (the “CP Notes”) with maturities ranging up to 397 days from the date of issuance. The CP Notes may not be voluntarily prepaid or redeemed by the Company prior to maturity and rank pari passu with all existing and future senior unsecured indebtedness of the Company. The proceeds from the CP Notes will be used to finance the Company’s short-term liquidity needs and other general corporate purposes. The Senior Revolving Credit Facility is designated to be a liquidity backstop for the CP Notes outstanding under the CP Program. We do not intend to have outstanding borrowings under the CP Program in excess of available capacity under our Senior Revolving Credit Facility. As of June 30, 2025, there were $420 million of CP Notes outstanding under the CP Program with a weighted average interest rate and weighted average maturity period of 4.60% and 27 days, respectively. The CP Notes are reported net of any discount and are included within Short-term debt on the Company's Consolidated Balance Sheets.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

13.    CONTINGENT LIABILITIES AND OTHER MATTERS

The Company may be involved in various legal and regulatory proceedings relating to employment, antitrust, tax, product liability, environmental, contracts, intellectual property and other matters (collectively, “Proceedings”). The Company regularly reviews the status of such Proceedings along with legal counsel. Liabilities for such Proceedings are recorded when it is probable that the liability has been incurred and when the amount of the liability can be reasonably estimated. Liabilities are adjusted when additional information becomes available. Except as set forth below under “Litigation and Regulatory Proceedings,” management believes that the amount of any reasonably possible losses in excess of any amounts accrued, if any, with respect to such Proceedings or any other known claim, including the matters described below under the caption Environmental Matters (the “Environmental Matters”), are not material to the Company’s financial statements. While the likelihood is remote, the disposition of the Proceedings and Environmental Matters could have a material impact on the results of operations, cash flows or liquidity in any given reporting period.

Litigation and Regulatory Proceedings

The Company is involved in litigation and regulatory proceedings from time to time in the regular course of its business. The Company believes that adequate provisions for resolution of all contingencies, claims and pending matters have been made for probable losses that are reasonably estimable.

During the second quarter of 2023, the Company’s subsidiary, Paroc Group OY (“Paroc”), which the Company acquired in 2018, notified the appropriate European maritime regulatory authorities that specific products in its marine insulation product line may not meet certain fire safety requirements in accordance with their certifications. Paroc voluntarily withdrew these specific products from the market, issued recalls, and suspended distribution and sales of these products (the “Recalled Products”). Paroc continues to cooperate with the applicable regulatory and government authorities and work with its customers and end-users to assist with remediation for the recall. The Company has included an estimated liability for expected future costs related to the Recalled Products on its Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024. The estimated liability is primarily based on claims received, as well as assumptions related to the estimated costs of the remedy for the Recalled Products. At this time, we cannot estimate a range of loss for any additional costs related to the Recalled Products that exceed the current estimated liability. We reevaluate these assumptions each period and the related liability may be adjusted when factors indicate that the liability is either not sufficient to cover or exceeds the estimated costs related to the Recalled Products. Based on the factors currently known, we believe the appropriate liability has been established at this time. It is reasonably possible that additional costs related to the Recalled Products could be incurred that exceed the estimated liability by amounts that could be material to our Consolidated Financial Statements.

Due to these nonconformances, the Company reviewed the Paroc insulation product portfolio. The review has concluded. In addition to addressing the Recalled Products, the Company continues to assess potential nonconformances related to certain ventilation duct and steel beam insulation products. Paroc suspended sales of these affected insulation products as a precautionary measure while it reviews the potential nonconformances, but has not issued recalls. We expect to incur costs associated with the resolution of this matter. The amount or range of any potential loss cannot be reasonably estimated at this time.

Environmental Matters

The Company has established policies and procedures designed to ensure that its operations are conducted in compliance with all relevant laws and regulations and that enable the Company to meet its high standards for corporate sustainability and environmental stewardship. Our manufacturing facilities are subject to numerous foreign, federal, state and local laws and regulations relating to the presence of hazardous materials, pollution and protection of the environment, including emissions to air, reductions of greenhouse gases, discharges to water, management of hazardous materials, handling and disposal of solid wastes, use of chemicals in our manufacturing processes and remediation of contaminated sites. All Company manufacturing facilities are either ISO 14001 certified or deploy environmental management systems based on ISO 14001 principles. The Company’s 2030 Sustainability Goals include significant global reductions in energy use, water consumption, waste to landfill, and emissions of greenhouse gases, fine particulate matter, and volatile organic air emissions and protection of biodiversity.

Owens Corning is involved in remedial response activities and is responsible for environmental remediation at a number of sites, including certain of its currently owned or formerly owned plants. These responsibilities arise under a number of laws, including, but not limited to, the Federal Resource Conservation and Recovery Act, and similar state or local laws pertaining to the management and remediation of hazardous materials and petroleum. The Company has also been named a potentially responsible party under the U.S. Federal Superfund law, similar state or local laws pertaining to the management and remediation of hazardous materials and petroleum. The Company became involved in these sites as a result of government

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

action or in connection with business acquisitions. As of June 30, 2025, the Company was involved with a total of 25 sites worldwide, including 10 Superfund and state or country equivalent sites and 15 owned or formerly owned sites. None of the liabilities for these sites are individually significant to the Company.

Remediation activities generally involve a potential range of activities and costs related to soil, groundwater and sediment contamination. This can include pre-cleanup activities such as fact-finding and investigation, risk assessment, feasibility studies, remedial action design and implementation (where actions may range from monitoring to removal of contaminants, to installation of longer-term remediation systems). A number of factors affect the cost of environmental remediation, including the number of parties involved in a particular site, the determination of the extent of contamination, the length of time the remediation may require, the complexity of environmental regulations, variability in clean-up standards, the need for legal action and changes in remediation technology. Taking these factors into account, Owens Corning reasonably estimates the costs of remediation to be paid over a period of years. The Company accrues an amount on an undiscounted basis, when a liability is probable and reasonably estimable. Actual cost may differ from these estimates for the reasons mentioned above. At June 30, 2025, the Company had an accrual totaling $3 million for these costs, of which the current portion is $2 million. Changes in required remediation procedures or timing of those procedures, or discovery of contamination at additional sites, could result in material increases to the Company’s environmental obligations.

During the first quarter of 2024, the Procuraduría Federal de Protección al Ambiente (“PROFEPA”) issued a ruling to Owens Corning Mexico, S. de R.L. de C.V., a subsidiary of the Company (“OC Mexico”), citing violations of Mexico’s air emissions regulations at OC Mexico’s facility in Mexico City, Mexico and imposing monetary sanctions of approximately $1 million. OC Mexico previously performed all related corrective action and, as of the date of this report, is in compliance with applicable federal and local environmental laws. During the second quarter of 2025, a final judgment by the Mexican Appeals Court dismissed PROFEPA’s appeal, cancelling a majority of the fine. OC Mexico has filed for enforcement, and the matter is considered resolved.

14.    STOCK COMPENSATION

Description of the Plan

On April 20, 2023, the Company’s stockholders approved the Owens Corning 2023 Stock Plan (the “2023 Stock Plan”), which authorizes grants of stock options, stock appreciation rights, stock awards (including restricted stock awards, restricted stock units and bonus stock awards), performance share awards and performance share units. At June 30, 2025, the number of shares remaining available under the 2023 Stock Plan for all stock awards was 2.6 million.

Prior to the 2023 Stock Plan, employees were eligible to receive stock awards under the Owens Corning 2019 Stock Plan.

Total Stock-Based Compensation Expense

Stock-based compensation expense included in both Marketing and administrative expenses and Net earnings/(loss) from discontinued operations attributable to Owens Corning, net of tax in the accompanying Consolidated Statements of Earnings is as follows:

	Three Months Ended<br>June 30,				Six Months Ended<br>June 30,
(In millions)	2025		2024		2025		2024
Total stock-based compensation expense from continuing operations	$	16	$	37	$	36	$	50
Total stock-based compensation expense from discontinued operations	2		2		3		3
Total stock-based compensation expense	$	18	$	39	$	39	$	53

Restricted Stock Units

The Company has granted restricted stock units (“RSUs”) under its stockholder-approved stock plans. Generally, all outstanding RSUs will fully settle in stock. Compensation expense for RSUs is measured based on the closing market price of the stock at date of grant and is recognized on a straight-line basis over the vesting period, which is typically three to four years. The 2023 Stock Plan allows alternate vesting schedules for death, disability and retirement. The weighted-average grant date fair value of RSUs granted under the 2023 Stock Plan in 2025 was $175.12.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Masonite Equity Awards

On May 15, 2024, the Company converted outstanding Masonite stock-based incentive awards to Masonite employees at a 0.8 equity award exchange ratio. Masonite equity awards include outstanding and unvested awards of restricted stock units and performance stock units (“PRSUs”) under the Masonite International Corporation 2021 Omnibus Incentive Plan (“Masonite Stock Plan”) that were held by employees of Masonite, which were exchanged for time-vesting restricted stock units of Owens Corning RSUs in connection with the completion of the transactions contemplated by the Arrangement Agreement. The converted stock-based incentive awards include 0.2 million PRSUs and 0.3 million restricted stock units.

The equity award exchange ratio was determined by the consideration amount of $133 per share divided by the volume weighted average closing sale price of one share of Owens Corning common stock for the ten consecutive trading days ended March 15, 2024 of $174.03 per share, in accordance with the terms of the Arrangement Agreement.

In accordance with the Arrangement Agreement, the number of Masonite shares underlying the PRSUs was equal to (i) 107.33% of target for PRSUs granted in February 2022, (ii) 100% of target for PRSUs granted in August 2022 and (iii) 122% of target for PRSUs granted in February 2023.

The fair value of the Owens Corning RSUs issued for Masonite outstanding equity awards was $85 million as of the date of acquisition, of which $35 million was related to pre-combination expense and was included in the purchase price. The remaining portion of $50 million relates to post-combination expense, of which $26 million was accelerated as of June 30, 2025. As of June 30, 2025, the future unrecognized expense related to the converted outstanding RSUs was approximately $8 million which will be recognized over the remaining service period of approximately 1.35 years. Please refer to Notes 8 and 11 of the Consolidated Financial Statements for further information. Future equity-based awards to Company employees who were former Masonite employees may be granted from the remaining available shares under the Masonite Stock Plan. At June 30, 2025, the number of shares remaining available under the Masonite Stock Plan was 0.6 million shares of Owens Corning common stock.

The following table summarizes the Company’s RSU activity:

	Number of RSUs	Weighted-Average<br>Fair Value
Balance at December 31, 2024	1,249,146	$	107.31
Granted	271,073	175.12
Vested	(425,756)	112.32
Forfeited	(25,906)	154.54
Balance at June 30, 2025	1,068,557	$	121.36

As of June 30, 2025, there was $68 million of total unrecognized compensation cost related to RSUs. This total includes $8 million of unrecognized compensation related to converted Masonite equity awards. The remaining $60 million of unrecognized compensation cost is related to RSUs granted under both the Owens Corning Stock Plans and Masonite Stock Plan. That cost is expected to be recognized over a weighted-average period of 1.90 years. The total grant date fair value of shares vested during the six months ended June 30, 2025 and 2024 was $48 million and $64 million, respectively.

Performance Share Units

The Company has granted performance share units (“PSUs”) as a part of its long-term incentive plan. All outstanding PSUs will fully settle in stock. The amount of shares ultimately distributed from all PSUs is contingent on meeting internal company-based metrics or an external-based stock performance metric.

In the six months ended June 30, 2025, the Company granted both internal company-based and external-based metric PSUs.

Internal Company-based metrics

The internal Company-based metric PSUs are based on various Company metrics and typically vest after a three-year period. The amount of stock distributed will vary from 0% to 200% of PSUs awarded depending on each award’s design and performance versus the company-based metrics.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

The initial fair value for all internal company-based metric PSUs assumes that the performance goals will be achieved and is based on the grant date stock price. This assumption is monitored quarterly and if it becomes probable that such goals will not be achieved or will be exceeded, compensation expense recognized will be adjusted and previous surplus compensation expense recognized will be reversed or additional expense will be recognized. The expected term represents the period from the grant date to the end of the three-year performance period. Pro-rata vesting may be utilized in the case of death, disability or retirement and awards, if earned, will be paid at the end of the three-year period.

The following table provides a summary of the grant date fair values of the internal Company-based metric PSUs:

	Six Months Ended June 30,
	2025		2024
Grant date fair value of units granted	$	171.94	$	147.18

External-based metrics

The external-based metric PSUs vest after a three-year period. Outstanding grants issued in or after 2023 are based on the Company’s total stockholder return relative to a peer group. The amount of stock distributed will vary from 0% to 200% of PSUs awarded depending on the relative stockholder return performance. The fair value of external-based metric PSUs has been estimated at the grant date using a Monte Carlo simulation that uses various assumptions.

The following table provides a summary of the assumptions for PSUs granted in 2025 and 2024:

	Six Months Ended June 30,
	2025		2024
Expected volatility	32.78%		33.88%
Risk free interest rate	4.14%		3.94%
Expected term (in years)	2.90		2.91
Grant date fair value of units granted	$	221.54	$	195.95

The risk-free interest rate was based on zero-coupon United States Treasury STRIPS at the grant date. The expected term represents the period from the grant date to the end of the three-year performance period.

PSU Summary

As of June 30, 2025, there was $26 million total unrecognized compensation cost related to PSUs. That cost is expected to be recognized over a weighted-average period of 1.98 years.

The following table summarizes the Company’s PSU activity:

	Number of PSUs	Weighted-Average<br>Grant Date<br>Fair Value
Balance at December 31, 2024	219,075	$	117.23
Granted	120,321	188.47
Vested	—	—
Forfeited	(22,749)	166.54
Balance at June 30, 2025	316,647	$	147.57

Employee Stock Purchase Plan

The Owens Corning Employee Stock Purchase Plan (“ESPP”) is a tax-qualified plan under Section 423 of the Internal Revenue Code. The purchase price of shares purchased under the ESPP is equal to 85% of the lower of the fair market value of shares of Owens Corning common stock at the beginning or ending of the offering period, which is a six-month period ending on May 31 and November 30 of each year. On April 16, 2020, the Company’s stockholders approved the Amended and Restated Owens Corning Employee Stock Purchase Plan, which increased the number of shares available for issuance under the plan by 4.2 million shares. As of June 30, 2025, 2.9 million shares remain available for purchase.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Included in total stock-based compensation expense is $2 million and $5 million of expense related to the Company’s ESPP recognized during the three and six months ended June 30, 2025, respectively. During the three and six months ended June 30, 2024, the Company recognized expense of $2 million and $4 million, respectively, related to the Company’s ESPP. As of June 30, 2025, there was $3 million of total unrecognized compensation cost related to the ESPP.

15.    EARNINGS PER SHARE

The following table is a reconciliation of weighted-average shares for calculating basic and diluted earnings per share:

	Three Months Ended<br>June 30,				Six Months Ended<br>June 30,
(In millions, except per share amounts)	2025		2024		2025		2024
Net earnings from continuing operations attributable to Owens Corning	$	334	$	256	$	589	$	534
Net earnings (loss) from discontinued operations attributable to Owens Corning, net of tax	29		29		(319)		50
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING	$	363	$	285	$	270	$	584
Weighted-average number of shares outstanding used for basic earnings per share	85.0		87.2		85.4		87.3
Unvested restricted stock units and performance share units	0.5		0.8		0.5		0.8
Weighted-average number of shares outstanding and common equivalent shares used for diluted earnings per share	85.5		88.0		85.9		88.1
Earnings (Loss) per common share attributable to Owens Corning common stockholders:
Basic - continuing operations	$	3.93	$	2.94	$	6.90	$	6.12
Basic - discontinued operations	$	0.34	$	0.33	$	(3.74)	$	0.57
Basic	$	4.27	$	3.27	$	3.16	$	6.69
Diluted - continuing operations	$	3.91	$	2.91	$	6.86	$	6.06
Diluted - discontinued operations	$	0.34	$	0.33	$	(3.71)	$	0.57
Diluted	$	4.25	$	3.24	$	3.15	$	6.63

For the three and six months ended June 30, 2025 and June 30, 2024, there were no unvested RSUs or PSUs that had an anti-dilutive effect on earnings per share.

On May 13, 2025, the Board of Directors approved a new share repurchase program under which the Company is authorized to repurchase up to 12 million shares of the Company’s outstanding common stock (the “2025 Repurchase Authorization”). On December 1, 2022, the Board of Directors approved a share repurchase program under which the Company is authorized to repurchase up to 10 million shares of the Company’s outstanding common stock (together with the 2025 Repurchase Authorization, the "Repurchase Authorizations"). The Repurchase Authorizations enable the Company to repurchase shares through the open market, privately negotiated, or other transactions. The actual number of shares repurchased will depend on timing, market conditions and other factors and will be at the Company’s discretion.

The Company repurchased 2.3 million shares of its common stock for $322 million, inclusive of applicable taxes, during the six months ended June 30, 2025, under the Repurchase Authorizations. As of June 30, 2025, 16.0 million shares remain available for repurchase under the Repurchase Authorizations.

The Company repurchased 0.9 million shares of its common stock for $130 million, inclusive of applicable taxes, during the six months ended June 30, 2024.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

16.    INCOME TAXES

The following table provides the Income tax expense and effective tax rate for the periods indicated:

	Three Months Ended June 30,						Six Months Ended June 30,
(In millions, except effective tax rate)	2025			2024			2025			2024
Income tax expense	$	110		$	101		$	198		$	184
Effective tax rate	25		%	28		%	25		%	26		%

The difference between the effective tax rate and the U.S. federal statutory tax rate of 21% for the three and six months ended June 30, 2025 is primarily due to U.S. state and local income tax expense and foreign rate differential.

The difference between the effective tax rate and the U.S. federal statutory tax rate of 21% for the three months ended June 30, 2024 is primarily due to U.S. state and local income tax expense, foreign rate differential, U.S. federal taxes on foreign earnings and permanently non-deductible expenses both of which were related to the acquisition of Masonite. The difference between the effective tax rate and the U.S. federal statutory tax rate of 21% for the six months ended June 30, 2024 is primarily due to U.S. state and local income tax expense and foreign rate differential, partially offset by discrete tax benefits related to valuation allowance and stock-based compensation.

On July 4, 2025, the One Big Beautiful Bill ("OBBB") Act, which includes a broad range of tax reform provisions, was signed into law in the United States, and we continue to assess its impact. We currently do not expect the OBBB Act to have a material impact on our estimated annual effective tax rate in 2025.

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(unaudited)

17.    CHANGES IN ACCUMULATED OTHER COMPREHENSIVE DEFICIT

The following table summarizes the changes in accumulated other comprehensive income (deficit):

	Three Months Ended<br>June 30,				Six Months Ended<br>June 30,
(In millions)	2025		2024		2025		2024
Currency Translation Adjustment
Beginning balance	$	(459)	$	(359)	$	(534)	$	(318)
Gain (loss) on foreign currency translation	179		(62)		254		(103)
Other comprehensive income (loss), net of tax	179		(62)		254		(103)
Ending balance	$	(280)	$	(421)	$	(280)	$	(421)
Pension and Other Postretirement Adjustment
Beginning balance	$	(184)	$	(196)	$	(181)	$	(196)
Amounts reclassified from AOCI to net earnings, net of tax (a)	(1)		(2)		(1)		(1)
Amounts classified into AOCI, net of tax	(4)		1		(7)		—
Other comprehensive loss, net of tax	(5)		(1)		(8)		(1)
Ending balance	$	(189)	$	(197)	$	(189)	$	(197)
Hedging Adjustment
Beginning balance	$	25	$	16	$	24	$	11
Amounts reclassified from AOCI to net earnings, net of tax (b)	—		3		(2)		10
Amounts classified into AOCI, net of tax	(6)		2		(3)		—
Other comprehensive (loss) income, net of tax	(6)		5		(5)		10
Ending balance	$	19	$	21	$	19	$	21
Total AOCI ending balance	$	(450)	$	(597)	$	(450)	$	(597)

(a)These AOCI components are included in the computation of total Pension and Other postretirement expense and are recorded in Non-operating income.

(b)Amounts reclassified from (loss) gain on cash flow hedges are reclassified from AOCI to income when the hedged item affects earnings and is recognized in Cost of sales or Interest expense, net depending on the hedged item. See Note 5 for additional information.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis (“MD&A”) is intended to help investors understand Owens Corning, our operations and our present business environment. MD&A is provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements and the accompanying Notes thereto contained in this report. Unless the context requires otherwise, the terms “Owens Corning,” “Company,” “we” and “our” in this report refer to Owens Corning and its subsidiaries.

GENERAL

Owens Corning is a building products leader committed to building a sustainable future through material innovation. As described below, the Company now has three reporting segments: Roofing, Insulation and Doors. Through these lines of business, the Company manufactures and sells products that provide durable, sustainable, energy-efficient solutions. We are a market leader in many of our major product categories.

EXECUTIVE OVERVIEW

Net earnings from continuing operations attributable to Owens Corning were $334 million in the second quarter of 2025, compared to $256 million in the same period of 2024. The Company generated $703 million in adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) from continuing operations for the second quarter of 2025, compared to $678 million in the same period of 2024. See the Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization From Continuing Operations section of the MD&A for further information regarding Adjusted EBITDA from continuing operations, including the reconciliation to net earnings from continuing operations attributable to Owens Corning. Second quarter of 2025 segment earnings before interest, taxes, depreciation and amortization (“EBITDA”) performance in our Roofing segment compared to the same period of 2024 increased $20 million, while our Insulation segment decreased $21 million. Second quarter of 2025 EBITDA for our Doors segment increased $14 million when compared to the same period of 2024. Within our Corporate, Other and Eliminations category, General corporate expense and other decreased by $12 million.

2025 Share Repurchase Program

On May 13, 2025, the Board of Directors approved a new share repurchase program under which the Company is authorized to repurchase up to 12 million shares of the Company’s outstanding common stock (the “2025 Repurchase Authorization”). The 2025 Repurchase Authorization enables the Company to repurchase shares through the open market, privately negotiated, or other transactions. The actual number of shares repurchased will depend on timing, market conditions and other factors and will be at the Company’s discretion. This authorization is in addition to the previously announced share repurchase program.

Glass Reinforcements Divestiture

On February 13, 2025, the Company entered into a definitive agreement ("GR Agreement") for the sale of our global glass reinforcements (“GR”) business for a purchase price of approximately $436 million, less costs to sell. As of June 30, 2025, the estimated purchase price was $515 million, net of cash, and less costs to sell. The change since signing is due to the changes in customary and transaction-specific price adjustments which are subject to further changes through the date of the final closing adjustments. The GR business, historically part of the Company’s Composites segment, manufactures, fabricates, and sells glass fiber reinforcements for a wide variety of applications in wind energy, infrastructure, industrial, transportation and consumer markets. The sale will complete Owens Corning’s review of strategic alternatives for the business, as previously announced on February 9, 2024, and aligns with our strategy to reshape the Company to focus on building products in North America and Europe. The transaction is expected to close in 2025 and is subject to customary regulatory approvals and other conditions.

The transaction represents a strategic shift that has a major effect on the Company's operations and financial results. Effective January 1, 2025, the GR business’ financial results are reflected in the Company’s consolidated financial statements as discontinued operations for all periods presented. In the three and six months ended June 30, 2025, net earnings (loss) from discontinued operations attributable to Owens Corning was $29 million of earnings and $319 million of loss, respectively, on the Consolidated Statements of Earnings, primarily related to the loss recognized upon the classification of the GR business into discontinued operations. The loss on discontinued operations was determined by comparing the carrying value of the discontinued operation to the fair value of the business, as derived from the signed GR Agreement, less estimated costs to sell.

As a result of classifying the GR business as a discontinued operation, a portion of the Goodwill from our former Composites reporting unit was allocated to the Balance Sheets of the discontinued operation as of March 31, 2025 and December 31, 2024. As of the date of classification of the GR business as a discontinued operation, the Company determined the amount of Goodwill to allocate based on the relative fair values of the discontinued operation and the former Composites reporting unit. This resulted in an allocation of $98 million of Goodwill to the discontinued operation.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

After allocating Goodwill to the discontinued operation, the Company compared the carrying value of the discontinued operation to the fair value of the discontinued operation, defined as the sale price less estimated selling costs. During the three and six months ended June 30, 2025, the Company incurred a pre-tax loss on classification as discontinued operations of $19 million and $381 million, respectively.

Changes in Reportable Segments

Effective January 1, 2025, due to a strategic shift in how we manage our business as a result of the GR Agreement and the classification of the GR business as a discontinued operation, we changed the composition of our reportable segments. As a result, all prior period information was recast to reflect this change. The Company now has three reportable segments: Roofing, Insulation and Doors.

Tariff and Trade Uncertainties

Beginning in the first quarter of 2025, the U.S. government announced additional tariffs on goods imported into the U.S. from numerous countries and multiple nations have responded with reciprocal tariffs and other actions. The Company continues to monitor the economic effects of such announcements. Based on the current tariff policies, the Company expects to partially offset the operating profit impact of the enacted tariffs with supply chain adjustments and productivity and cost savings actions. To the extent additional tariffs or other trade restrictions are enacted and the Company is unable to offset the tariffs or the tariffs negatively impact demand, the Company’s revenue and profitability could be adversely impacted.

RESULTS OF OPERATIONS

Consolidated Results

	Three Months Ended<br>June 30,						Six Months Ended<br>June 30,
(In millions)	2025			2024			2025			2024
Net sales	$	2,747		$	2,497		$	5,277		$	4,514
Gross margin	$	858		$	813		$	1,583		$	1,441
% of net sales	31		%	33		%	30		%	32		%
Marketing and administrative expenses	$	263		$	229		$	524		$	419
Other expense, net	$	29		$	134		$	49		$	169
Earnings from continuing operations before interest and taxes	$	505		$	419		$	912		$	795
Interest expense, net	$	63		$	63		$	127		$	79
Income tax expense	$	110		$	101		$	198		$	184
Net earnings from continuing operations attributable to Owens Corning	$	334		$	256		$	589		$	534
Net earnings (loss) from discontinued operations attributable to Owens Corning	$	29		$	29		$	(319)		$	50
Net earnings attributable to Owens Corning	$	363		$	285		$	270		$	584

The Consolidated Results discussion below provides a summary of our results and the trends affecting our business, and should be read in conjunction with the more detailed Segment Results discussion that follows.

NET SALES

In the second quarter and year-to-date 2025, net sales increased $250 million and increased $763 million, respectively, compared to the same periods in 2024. For the second quarter and year-to-date 2025, the increase in net sales was primarily driven by the revenues from our Doors segment as a result of the Masonite acquisition and higher selling prices, which were partially offset by lower sales volumes for our Insulation and Roofing segments.

GROSS MARGIN

In the second quarter and year-to-date 2025, gross margin increased $45 million and increased $142 million, respectively, compared to the same periods in 2024. For the second quarter and year to date 2025, the increase was primarily driven by the margins from our Doors segment as a result of the Masonite acquisition and higher selling prices, which were partially offset by lower sales volumes.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

MARKETING AND ADMINISTRATIVE EXPENSES

In the second quarter and year-to-date 2025, marketing and administrative expenses increased $34 million and increased $105 million, respectively, compared to the same periods in 2024. For the second quarter and year-to-date 2025, the increase was primarily driven by the addition of the Doors segment's selling, general, and administrative expenses, along with inflation throughout the rest of the organization.

OTHER EXPENSE, NET

In the second quarter and year-to-date 2025, other expenses decreased $105 million and decreased $120 million, respectively, compared to the same periods in 2024. For the second quarter and year-to-date 2025, the decrease was primarily driven by lower acquisition-related transaction and restructuring costs, along with gains on sale of certain precious metals.

INTEREST EXPENSE, NET

In the second quarter and year-to-date 2025, interest expense, net, remained flat and increased $48 million, respectively, compared to the same periods in 2024. For year-to-date, the increase was driven by interest on the higher long-term debt balances and lower interest income due to lower cash balances.

INCOME TAX EXPENSE

Income tax expense for the three and six months ended June 30, 2025 was $110 million and $198 million, respectively. For the second quarter of 2025 and the six months ended June 30, 2025, the Company’s effective tax rate was 25% and 25%, respectively. The difference between the effective tax rate and the U.S. federal statutory tax rate of 21% for the three and six months ended June 30, 2025 is primarily due to U.S. state and local income tax expense, and foreign rate differential.

The realization of deferred tax assets depends on achieving a certain minimum level of future taxable income. Management currently believes that it is not reasonably possible that the minimum level of taxable income will be met within the next 12 months to reduce the valuation allowances of certain foreign jurisdictions.

Income tax expense for the three and six months ended June 30, 2024 was $101 million and $184 million, respectively. For the second quarter of 2024 and the six months ended June 30, 2024, the Company's effective tax rate was 28% and 26%, respectively. The difference between the effective tax rate and the U.S. federal statutory tax rate of 21% for the three months ended June 30, 2024 is primarily due to U.S. state and local income tax expense, foreign rate differential, U.S. federal taxes on foreign earnings and permanently non-deductible expenses both of which were related to the acquisition of Masonite. The difference between the effective tax rate and the U.S. federal statutory tax rate of 21% for the six months ended June 30, 2024 is primarily due to U.S. state and local income tax expense and foreign rate differential, partially offset by discrete tax benefits related to valuation allowance and stock-based compensation.

Restructuring Costs

The Company has incurred restructuring and other exit costs in connection with its global cost reduction, product line and productivity initiatives. These costs are recorded within Corporate, Other and Eliminations. Please refer to Note 11 of the Consolidated Financial Statements for further information on the nature of these costs.

The following table presents the impact and respective location of these income (expense) items on the Consolidated Statements of Earnings From Continuing Operations:

		Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	Location	2025		2024		2025		2024
Accelerated depreciation	Cost of sales	$	(9)	$	(3)	(9)		(7)
Other exit costs	Cost of sales	(1)		(2)		(1)		(5)
Other exit costs	Marketing and administrative expenses	(1)		(1)		(1)		(1)
Severance	Other expense, net	(7)		(41)		(9)		(48)
Other exit costs	Other expense, net	—		—		(1)		—
Total restructuring costs		$	(18)	$	(47)	$	(21)	$	(61)

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization From Continuing Operations

Adjusted EBITDA from continuing operations is a non-GAAP measure that excludes certain items that management does not allocate to our segment results because it believes they are not representative of the Company’s ongoing operations. Adjusted EBITDA from continuing operations is used internally by the Company for various purposes, including reporting results of operations to the Board of Directors of the Company, analysis of performance and related employee compensation measures. Although management believes that these adjustments result in a measure that provides a useful representation of our operational performance, the adjusted measure should not be considered in isolation or as a substitute for Net earnings from continuing operations attributable to Owens Corning as prepared in accordance with accounting principles generally accepted in the United States.

Adjusting income (expense) items to EBITDA are shown in the table below:

	Three Months Ended<br>June 30,				Six Months Ended<br>June 30,
(In millions)	2025		2024		2025		2024
Restructuring excluding depreciation	$	(9)	$	(34)	$	(12)	$	(44)
Loss on Assets Held for Sale	(24)		—		(26)		—
Gains on sale of certain precious metals	12		—		21		—
Strategic review-related charges	—		(15)		—		(17)
Paroc marine recall	(1)		(6)		(2)		(7)
Acquisition-related transaction costs	—		(29)		—		(47)
Acquisition-related integration costs excluding amortization	(4)		(21)		(6)		(21)
Recognition of acquisition inventory fair value step-up	—		(12)		—		(12)
Total adjusting items	$	(26)	$	(117)	$	(25)	$	(148)

The reconciliation from Net earnings from continuing operations attributable to Owens Corning to Adjusted EBITDA from continuing operations is shown in the table below:

	Three Months Ended<br>June 30,				Six Months Ended June 30,
(In millions)	2025		2024		2025		2024
NET EARNINGS FROM CONTINUING OPERATIONS ATTRIBUTABLE TO OWENS CORNING	$	334	$	256	$	589	$	534
Net (loss) earnings attributable to non-redeemable and redeemable noncontrolling interests	(1)		1		(1)		—
NET EARNINGS FROM CONTINUING OPERATIONS	333		257		588		534
Equity in net earnings of affiliates	1		2		1		2
Income tax expense	110		101		198		184
EARNINGS FROM CONTINUING OPERATIONS BEFORE TAXES	442		356		785		716
Interest expense, net	63		63		127		79
EARNINGS FROM CONTINUING OPERATIONS BEFORE INTEREST AND TAXES	505		419		912		795
Less: Adjusting items from above	(26)		(117)		(25)		(148)
Depreciation and amortization	172		142		331		250
ADJUSTED EBITDA FROM CONTINUING OPERATIONS	$	703	$	678	$	1,268	$	1,193

Segment Results

Effective January 1, 2025, we changed our segment measure of profitability for our reportable segments from Earnings before interest and taxes ("EBIT") to EBITDA, as the measure used for purposes of making decisions about allocating resources to the segments and assessing performance. Prior period amounts have been recast to reflect the new segment measure for profitability.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

EBITDA by segment consists of net sales less related costs and expenses plus depreciation and amortization. EBITDA is presented on a basis that is used internally for evaluating segment performance. Certain items, such as general corporate expenses or income and certain other expense or income items, are excluded from the internal evaluation of segment performance. Accordingly, these items are not reflected in EBITDA for our reportable segments and are included in the Corporate, Other and Eliminations category, which is presented following the discussion of our reportable segments. Segment EBITDA is the principal measure used by the chief operating decision maker ("CODM") to assess segment performance and make decisions on the allocation of resources.

Roofing

The table below provides a summary of net sales and EBITDA for the Roofing segment:

	Three Months Ended<br>June 30,						Six Months Ended<br>June 30,
(In millions)	2025			2024			2025			2024
Net sales	$	1,303		$	1,252		$	2,423		$	2,350
% change from prior year	4		%	N/A			3		%	N/A
EBITDA	$	457		$	437		$	789		$	775
EBITDA as a % of net sales	35		%	35		%	33		%	33		%

NET SALES

In our Roofing segment, net sales in the second quarter of 2025 increased $51 million compared to the same period in 2024 due to higher selling prices of $51 million. Lower volumes of approximately 1% were offset by favorable mix.

For year-to-date 2025, net sales in our Roofing segment increased $73 million compared to the same period in 2024. Higher selling prices of $88 million and favorable mix were partially offset by lower sales volumes of approximately 1%.

EBITDA

In our Roofing segment, EBITDA in the second quarter of 2025 increased $20 million compared to the same period in 2024 due to higher selling prices of $51 million, which were partially offset by higher manufacturing costs of $12 million. The remaining variance was driven by input cost inflation of $7 million, higher selling, general, and administrative expenses and slightly lower volumes.

For year-to-date 2025, EBITDA in our Roofing segment increased $14 million compared to the same period in 2024. Higher selling prices of $88 million more than offset higher manufacturing costs of $31 million, input cost inflation of $15 million and lower volumes. The remaining difference was driven about equally by higher selling, general, and administrative expenses and unfavorable mix.

OUTLOOK

In our Roofing segment, the Company expects non-discretionary residential re-roof and remodeling activity to moderate in the near-term. Uncertainties that may impact Roofing demand include demand from storms and other weather-related events, competitive pricing pressure and the cost and availability of raw materials, particularly asphalt. The Company will continue to focus on managing costs, capital expenditures and working capital to best service the market demand.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Insulation

The table below provides a summary of net sales and EBITDA for the Insulation segment:

	Three Months Ended<br>June 30,						Six Months Ended<br>June 30,
(In millions)	2025			2024			2025			2024
Net sales	$	934		$	974		$	1,843		$	1,931
% change from prior year	-4		%	N/A			-5		%	N/A
EBITDA	$	225		$	246		$	450		$	469
EBITDA as a % of net sales	24		%	25		%	24		%	24		%

NET SALES

In our Insulation segment, net sales in the second quarter of 2025 decreased $40 million compared to the same period in 2024 due to lower sales volumes of approximately 4% and unfavorable mix, which were partially offset by higher selling prices of $12 million.

For year-to-date 2025, net sales in our Insulation segment decreased $88 million compared to the same period in 2024. The decrease was driven primarily by lower sales volumes of approximately 5%, unfavorable mix, and $10 million of unfavorable impact of translating sales denominated in foreign currencies into United States dollars, which were partially offset by higher selling prices of $34 million.

EBITDA

In our Insulation segment, EBITDA in the second quarter of 2025 decreased $21 million compared to the same period in 2024. The impact of production downtime, unfavorable mix, input cost inflation of $11 million and lower sales volumes were partially offset by higher selling prices of $12 million and lower manufacturing costs of $6 million.

For the year-to-date 2025, EBITDA in our Insulation segment decreased $19 million compared to the same period in 2024. The decrease was driven by lower sales volumes, input cost inflation of $21 million, and the impact of production downtime. This was partially offset by higher selling prices of $34 million and lower manufacturing costs of $11 million.

OUTLOOK

The outlook for Insulation demand is driven by North American new residential construction, remodeling and repair activity, as well as non-residential construction activity in the United States, Canada, Europe and Latin America. Demand in non-residential insulation markets is most closely correlated to industrial production growth and overall economic activity in the markets we serve. Demand for residential insulation is most closely correlated to U.S. housing starts.

During the second quarter of 2025, the average Seasonally Adjusted Annual Rate (“SAAR”) of U.S. housing starts was approximately 1.327 million, a decrease from an annual average of approximately 1.348 million starts in the second quarter of 2024.

The Company expects the new residential construction market in North America to be temporarily challenged, driven by an overall weakness in housing starts due to mortgage rates. The global non-residential construction markets are expected to be relatively stable in the near-term. The Company continues to concentrate on driving productivity, managing costs, capital expenditures and working capital as we position ourselves to expand capacity within our existing manufacturing network.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Doors

The table below provides a summary of net sales and EBITDA for the Doors segment:

	Three Months Ended<br>June 30,					Six Months Ended<br>June 30,
(In millions)	2025			2024		2025			2024
Net sales	$	554		$	311	$	1,094		$	311
% change from prior year	N/A			N/A		N/A			N/A
EBITDA	$	75		$	61	$	143		$	61
EBITDA as a % of net sales	14		%	N/A		13		%	N/A

NET SALES

In our new Doors segment, net sales in the second quarter and year-to-date of 2025 were $554 million and $1,094 million, respectively, primarily due to the acquisition of Masonite, which was completed on May 15, 2024.

EBITDA

In our newly acquired Doors segment, EBITDA in the second quarter and year-to-date 2025 were $75 million and $143 million, respectively, primarily due to the acquisition of Masonite, which was completed on May 15, 2024.

OUTLOOK

The outlook for the Doors segment is driven by the residential new construction and residential repair and remodeling markets in North America and Europe. The Company expects the North America residential new construction market to be temporarily challenged, with discretionary residential repair and remodeling activity in North America remaining soft. Due to a weaker macroeconomic outlook and higher interest rates in Europe, the Company expects these markets to remain challenged. The Company will concentrate on managing costs, capital expenditures and working capital.

Corporate, Other and Eliminations

The table below provides a summary of EBITDA for the Corporate, Other and Eliminations category:

	Three Months Ended<br>June 30,				Six Months Ended<br>June 30,
(In millions)	2025		2024		2025		2024
Restructuring excluding depreciation	$	(9)	$	(34)	$	(12)	$	(44)
Gains on sale of certain precious metals	12		—		21		—
Strategic review-related charges	—		(15)		—		(17)
Paroc marine recall	(1)		(6)		(2)		(7)
Acquisition-related transaction costs	—		(29)		—		(47)
Acquisition-related integration costs excluding amortization	(4)		(21)		(6)		(21)
Loss on Assets Held for Sale	(24)		—		(26)		—
Recognition of acquisition inventory fair value step-up	—		(12)		—		(12)
General corporate expense and other	(54)		(66)		(114)		(112)
EBITDA	$	(80)	$	(183)	$	(139)	$	(260)

EBITDA

In Corporate, Other and Eliminations, EBITDA expenses for the second quarter and year-to-date 2025 were lower by $103 million and $121 million, respectively, compared to the same period in 2024, primarily driven by lower acquisition-related transaction and restructuring costs, along with gains on sale of certain precious metals.

General corporate expense and other for the second quarter of 2025 were lower by $12 million compared to the same period in 2024. For year-to-date, general corporate expense and other were higher by $2 million compared to the same period in 2024.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

OUTLOOK

In 2025, we estimate general corporate expenses to be approximately $240 million to $260 million.

LIQUIDITY, CAPITAL RESOURCES AND OTHER RELATED MATTERS

Liquidity

The Company’s primary sources of liquidity are its balance of Cash and cash equivalents from continuing operations of $230 million as of June 30, 2025, its commercial paper program ("CP Program") and Senior Revolving Credit Facility (as defined below).

The Company has a $1.5 billion senior revolving credit facility (the “Senior Revolving Credit Facility”) that has been amended from time to time. The Senior Revolving Credit Facility was most recently amended in March 2025 to increase the borrowing limit from $1.0 billion to $1.5 billion and extend the maturity date to March 2030. No other significant terms impacting liquidity were amended.

The agreement governing our Senior Revolving Credit Facility contains various covenants that we believe are usual and customary. These covenants include a maximum allowed leverage ratio. We were in compliance with these covenants as of June 30, 2025.

On March 5, 2025, the Company established the CP Program for the issuance of $1.5 billion in unsecured commercial paper notes (the "CP Notes") with maturities up to 397 days from the date of issuance. We do not intend to have outstanding commercial paper borrowings in excess of available capacity under the Senior Revolving Credit Facility.

The Company had a Receivables Securitization Facility that was amended from time to time. Effective March 31, 2025, the Company terminated the Receivables Securitization Facility.

As a holding company, we have no operations of our own and most of our assets are held by our direct and indirect subsidiaries. Dividends and other payments or distributions from our subsidiaries will be used to meet our debt service and other obligations and to enable us to pay dividends to our stockholders. Please refer to the Risk Factors disclosed in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”) for details on the factors that could inhibit our subsidiaries’ ability to pay dividends or make other distributions to the parent company.

Cash Flows

Cash and cash equivalents were $265 million as of June 30, 2025, compared to $296 million as of June 30, 2024. Cash and cash equivalents held by foreign subsidiaries may be subject to foreign withholding taxes upon repatriation to the U.S. As of June 30, 2025 and December 31, 2024, the Company had $106 million and $95 million, respectively, in cash and cash equivalents in certain of our foreign subsidiaries. The Company continues to assert indefinite reinvestment in accordance with Accounting Standards Codification (“ASC”) 740 based on the laws as of enactment of the tax legislation.

Operating activities: Net cash flow provided by operating activities decreased by $239 million for the six months ended June 30, 2025 compared to the same period in 2024. The decrease was primarily due to higher decreases in accounts payable and higher increases in inventory, partially offset by higher cash earnings when compared to the same period in 2024. For the six months ended June 30, 2025, there was no depreciation and amortization related to discontinued operations.

Investing activities: Net cash flow used for investing activities decreased by $2,807 million for the six months ended June 30, 2025 compared to the same period in 2024. The decrease was primarily driven by the Masonite acquisition in the prior year. For the six months ended June 30, 2025, cash paid for property, plant and equipment related to discontinued operations was $43 million.

Financing activities: Net cash flow used for financing activities increased by $1,433 million for the six months ended June 30, 2025 compared to the same period in 2024. The increase was primarily driven by higher net proceeds from long-term debt and the Receivables Securitization Facility in the prior year related to the Masonite acquisition as well as higher treasury stock repurchases in the current year. These were slightly offset by the issuance of CP Notes.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Material Cash Requirements

Our anticipated uses of cash include capital expenditures, working capital needs, share repurchases, meeting financial obligations, payments of any dividends authorized by our Board of Directors, acquisitions, restructuring actions, divestitures and pension contributions. We expect that our cash on hand, coupled with future cash flows from operations and other available sources of liquidity, including our Senior Revolving Credit Facility and our CP Program, will provide ample liquidity to enable us to meet our cash requirements.

Please refer to Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in our 2024 Form 10-K for more details on these material cash requirements. During the second quarter of 2025, there have been no material changes to our expected uses of cash and contractual obligations.

Debt

As of June 30, 2025, the Company had $5.5 billion of total debt. The Company's Short-term debt includes $420 million of CP Notes.

On March 5, 2025, the Company amended its senior revolving credit facility (the “Senior Revolving Credit Facility”) to increase the available principal amount from $1.0 billion to $1.5 billion and to extend the maturity to March 2030. During the first quarter of 2025, the Company borrowed $30 million under the Senior Revolving Credit Facility, which was subsequently repaid with proceeds from the issuance of CP Notes. The Company had no borrowings outstanding and $1.5 billion available under the Senior Revolving Credit Facility as of June 30, 2025.

On March 5, 2025, the Company established a CP Program for the issuance of CP Notes with maturities ranging up to 397 days from the date of issuance. As of June 30, 2025, there were $420 million of CP Notes outstanding under the Program with a weighted average interest rate and weighted average maturity period of 4.60% and 27 days, respectively. We do not intend to have outstanding borrowings under our CP Program in excess of available capacity under our Senior Revolving Credit Facility.

On February 25, 2025, the Company amended the receivables securitization facility (the "Receivables Securitization Facility") to extend the maturity date to April 2025. During the first quarter of 2025, the Company borrowed $299 million under the Receivables Securitization Facility which was subsequently repaid with proceeds from the issuance of CP Notes. Subsequently, on March 31, 2025, the Company terminated the Receivables Securitization Facility.

On April 15, 2024, in connection with the acquisition of Masonite, we commenced a tender offer (the "Tender Offer") to purchase any and all of Masonite's outstanding 5.375% Senior Notes due 2028 (the “Masonite 2028 notes”) with an aggregate value of $501 million. On May 13, 2024, 94.25% of the outstanding Masonite 2028 notes were validly tendered. Following the settlement of the Tender Offer, approximately $29 million of the Masonite 2028 notes that were not tendered remained outstanding, which has been recorded on the Consolidated Balance Sheets as of December 31, 2024. On February 1, 2025, the Company redeemed the remaining portion of the outstanding Masonite 2028 notes for $30 million inclusive of accrued interest.

On May 31, 2024, the Company issued $500 million of 2027 senior notes with an annual interest rate of 5.500%, $800 million of 2034 senior notes with an annual interest rate of 5.700% and $700 million of 2054 senior notes with an annual interest rate of 5.950%.

Supplier Finance Programs

We review supplier terms and conditions on an ongoing basis, and have negotiated payment terms extensions in recent years in connection with our efforts to reduce working capital and improve cash flow. Separate from those terms extension actions, certain of our subsidiaries have entered into paying agency agreements with third-party administrators. These voluntary supply chain finance programs (collectively, the “Programs”) generally give participating suppliers the ability to sell, or otherwise pledge as collateral, their receivables from the Company to the participating financial institutions, at the sole discretion of both the suppliers and financial institutions. The Company is not a party to the arrangements between the suppliers and the financial institutions. The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, are not impacted by the suppliers’ decisions to sell, or otherwise pledge as collateral, amounts under these arrangements. The Company’s payment terms to the financial institutions, including the timing and amount of payments, are based on the original supplier invoices. One of the Programs includes a parent guarantee to the participating financial institution for a certain U.S. subsidiary that, at the time of the respective program’s inception in 2015, was a guarantor subsidiary of the Company’s credit agreement. The obligations are presented as Accounts payable within Total current liabilities on the Consolidated Balance Sheets and all activity related to the obligations is presented within operating activities on the Consolidated Statements of Cash Flow.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

The desire of suppliers and financial institutions to participate in the Programs could be negatively impacted by, among other factors, the availability of capital committed by the participating financial institutions, the cost and availability of our suppliers’ capital, a credit rating downgrade or deteriorating financial performance of the Company or its participating subsidiaries, or other changes in financial markets beyond our control. We do not expect these risks, or potential long-term growth of our Programs, to materially affect our overall financial condition, as we expect a significant portion of our payments to continue to be made outside of the Programs. Accordingly, we do not believe the Programs have materially impacted our current period liquidity, and do not believe that the Programs are reasonably likely to materially affect liquidity in the future.

Please refer to the Supplier Finance Programs section in Note 1 of the Consolidated Financial Statements for a description of outstanding obligations and payments under the supplier finance programs.

Derivatives

Please refer to Note 5 of the Consolidated Financial Statements.

Fair Value Measurement

Please refer to Notes 5, 8, and 12 of the Consolidated Financial Statements.

SAFETY

One of our primary objectives is the safety and well-being of our employees. Working safely is an unconditional, organization-wide expectation at Owens Corning, which we believe directly benefits employees’ lives, improves our manufacturing processes and reduces our costs. The Company maintains comprehensive safety programs focused on identifying hazards and eliminating risks that can lead to severe injuries. One of our primary safety measures is the Recordable Incident Rate (“RIR”) as defined by the United States Bureau of Labor Statistics. For the three months ended June 30, 2025, our RIR including the impact from our Doors segment as a result of the Masonite acquisition, was 0.60, compared to 0.46 as reported in the same period a year ago, which does not include the Doors segment. For the six months ended June 30, 2025, our RIR including the impact from our Doors segment as a result of the Masonite acquisition, was 0.58, compared to 0.39 as reported in the same period a year ago, which does not include the Doors segment.

ACCOUNTING PRONOUNCEMENTS

Please refer to Note 1 of the Consolidated Financial Statements.

CRITICAL ACCOUNTING ESTIMATES

Goodwill Impairment Indicator Assessment

The Company tests goodwill for impairment during the fourth quarter of each year, or more frequently should circumstances change or events occur that would more likely than not reduce the fair value of a reporting unit below its carrying value.

First Quarter Goodwill Triggering Event

During the quarter, our internal reporting and management structure changed, resulting in the identification of three new reportable segments: Roofing, Insulation and Doors. As a result of our segment reorganization, we reassigned the former Composites reportable segment assets and liabilities into the Roofing and Insulation reportable segments. As this change was considered a goodwill triggering event, we performed an interim goodwill impairment test both prior and subsequent to the reorganization using a discounted cash flow approach for each of the respective reporting units.

Prior to reorganizing the reportable segments, and integrating portions of the former Composites reportable segment, but after allocating Goodwill to discontinued operations, the Company tested the Goodwill for the Roofing, Insulation and Composites reporting units. As a result of this test, we determined that no impairment existed for any of the reporting units and that the business enterprise value for the Roofing, Composites and Insulation reporting units substantially exceeded their carrying values.

Subsequent to allocating Goodwill to the Roofing and Insulation reporting units, as part of reorganization, the Company tested the Goodwill for these Roofing and Insulation reporting units. As a result of this test, we determined that no impairment existed for either reporting unit and that the business enterprise value for the Roofing and Insulation reporting units substantially exceeded their carrying values as of the date of our assessment.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Re-allocation of Goodwill upon Reorganization

As a result of classifying the GR business as a discontinued operation during the first quarter of 2025, a portion of Composites Goodwill was allocated to the discontinued operation. The Company determined the relative fair value of the discontinued operation to the fair value of the Composites business as of January 1, 2025, and then allocated a proportionate share of Composites Goodwill to the discontinued operation, resulting in an allocation of $98 million of Goodwill.

Remaining Composites Goodwill was allocated between the Roofing and Insulation segments, on a relative fair value basis, based on the discounted cash flows of the portions of the Composites business that were integrated into each. This resulted in an allocation of $263 million of Goodwill to the Roofing reporting unit, and $63 million of Goodwill to the Insulation reporting unit. These amounts are presented as part of the re-segmented reportable segment disclosures as of June 30, 2025 and December 31, 2024 shown in Note 6 of the Consolidated Financial Statements.

Second Quarter Goodwill Triggering Event

In the second quarter of 2025, the Company performed its ongoing assessment to consider whether events or circumstances had occurred that could more likely than not reduce the fair value of the Doors reporting unit below its carrying value. The narrow cushion on the Doors reporting unit, due to its recent acquisition, and the high level of near-term macroeconomic uncertainty caused by recently announced tariffs, triggered the Company to perform an interim goodwill impairment test as of June 30, 2025 for the Doors reporting unit. The fair value of the reporting unit was determined based on a discounted cash flow analysis, or income approach, as well as a market approach, based on market multiples of comparable companies.

As a result of this test, we determined that no impairment existed for the Doors reporting unit as the fair value exceeded the carrying value by approximately 5%. Changes in assumptions or estimates used in our goodwill impairment testing could materially affect the determination of the fair value of the reporting unit. Additional tariffs or trade restrictions that the Company is unable to offset, negative impacts from tariffs on demand, or further declines in the macroeconomic outlook could result in declines in revenues and margins necessitating the need for impairment assessments in future periods. The most significant assumptions used in the fair value analysis were base year revenue, revenue growth rate, adjusted EBITDA margins, discount rate and market multiples under the market approach.

If all other assumptions remain constant, a 1% decrease in the base year revenue would decrease the fair value by approximately 1%, a 1% decrease in the revenue growth rates would decrease the fair value by approximately 4%, a 0.5% decrease in forecasted adjusted EBITDA margins would decrease the fair value by approximately 4%, a 0.5% increase in the selected discount rate of 10.0% would decrease the fair value by approximately 4%, and a decrease of 1 in the selected market multiples under the market approach would decrease the fair value by approximately 5%.

The following table summarizes the segment allocation of recorded goodwill on our Consolidated Balance Sheet as of June 30, 2025:

(In millions)	June 30, 2025		Percent of Total
Roofing	$	661	23	%
Insulation	637		23	%
Doors	1,516		54	%
Total goodwill	$	2,814	100	%

ENVIRONMENTAL MATTERS

Please refer to Note 13 of the Consolidated Financial Statements.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

Our disclosures and analysis in this report, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Forward-looking statements present our current forecasts and estimates of future events. These statements do not strictly relate to historical or current results and can be identified by words such as “anticipate,” “appear,” “assume,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “may,” “plan,” “project,” “seek,” “should,” “strategy,” “will” and other terms of similar meaning or import in connection with any discussion of future operating, financial or other performance. These forward-looking statements are subject to risks, uncertainties and other factors and actual results may differ materially from those results projected in the statements. These risks, uncertainties and other factors include, without limitation:

•levels of residential and non-residential construction activity;

•demand for our products;

•industry and economic conditions including, but not limited to, supply chain disruptions, recessionary conditions, inflationary pressures and interest rate and financial markets volatility;

•additional changes to tariff, trade or investment policies or laws by the United States, or similar actions, including reciprocal actions, by foreign governments;

•availability and cost of energy and raw materials;

•competitive and pricing factors;

•relationships with key customers and customer concentration in certain areas;

•our ability to achieve expected synergies, cost reductions and/or productivity improvements;

•issues related to acquisitions, divestitures and joint ventures or expansions;

•our ability to complete the announced divestiture of our GR business on the expected terms and within the anticipated time period, or at all, which is dependent on the parties' ability to satisfy certain closing conditions;

•climate change, weather conditions and storm activity;

•legislation and related regulations or interpretations in the United States or elsewhere;

•domestic and international economic and political conditions, policies or other governmental actions, as well as war and civil disturbance;

•uninsured losses or major manufacturing disruptions, including those from natural disasters, catastrophes, pandemics, theft or sabotage;

•environmental, product-related or other legal and regulatory liabilities, proceedings or actions;

•research and development activities and intellectual property protection;

•issues involving implementation and protection of information technology systems;

•foreign exchange and commodity price fluctuations;

•our level of indebtedness;

•our liquidity and the availability and cost of credit;

•the level of fixed costs required to run our business;

•levels of goodwill or other indefinite-lived intangible assets;

•loss of key employees and labor disputes or shortages; and

•defined benefit plan funding obligations.

All forward-looking statements in this report should be considered in the context of the risks and other factors described herein, including in Item 1A - Risk Factors in Part II of this report, and in Item 1A - Risk Factors in Part I of our 2024 Form 10-K. Users of this report should not interpret the disclosure of any risk factor to imply that the risk has not already materialized. Any forward-looking statements speak only as of the date the statement is made and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by federal securities laws. It is not possible to identify all of the risks, uncertainties and other factors that may affect future results. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this report may not occur and actual results may differ materially from those anticipated or implied in the forward-looking statements. Accordingly, users of this report are cautioned not to place undue reliance on the forward-looking statements.

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ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There has been no material change in our exposure to market risk during the six months ended June 30, 2025. Please refer to “Quantitative and Qualitative Disclosures about Market Risk” contained in Part II, Item 7A of our 2024 Form 10-K for a discussion of our exposure to market risk.

ITEM 4.    CONTROLS AND PROCEDURES

The Company maintains (a) disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), and (b) internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective.

There has been no change in the Company’s internal control over financial reporting during the quarter ended June 30, 2025 that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II

ITEM 1.    LEGAL PROCEEDINGS

Information required by this item is incorporated by reference to Note 13 of the Consolidated Financial Statements, Contingent Liabilities and Other Matters.

ITEM 1A.    RISK FACTORS

Except as disclosed in the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2025, there have been no material changes to the risk factors disclosed in Item 1A of the Company’s 2024 Form 10-K.

ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities.

None.

Issuer Purchases of Equity Securities

The following table provides information about Owens Corning’s purchases of its common stock for each month during the quarterly period covered by this report:

Period	Total Number of Shares (or Units) Purchased*	Average Price Paid per Share<br>(or Unit)		Total Number of <br>Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs**	Maximum Number of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs**
April 1-30, 2025	1,886	$	140.16	—	5,653,802
May 1-31, 2025	744,313	137.61		727,440	16,926,362
June 1-30, 2025	885,292	136.21		881,051	16,045,311
Total	1,631,491	$	136.85	1,608,491			*	The Company retained an aggregate of 23,576 shares surrendered to satisfy tax withholding obligations in connection with the vesting of restricted share units granted to our employees.
---	---
**	On May 13, 2025, the Board of Directors approved a new share repurchase program under which the Company is authorized to repurchase up to 12 million shares of the Company’s outstanding common stock (the “2025 Repurchase Authorization”). On December 1, 2022, the Board of Directors approved a share repurchase program under which the Company is authorized to repurchase up to 10 million shares of the Company’s outstanding common stock (together with the 2025 Repurchase Authorization, the "Repurchase Authorizations"). The Repurchase Authorizations enable the Company to repurchase shares through the open market, privately negotiated, or other transactions. The actual number of shares repurchased will depend on timing, market conditions and other factors and will be at the Company’s discretion.<br><br>The Company repurchased 2.3 million shares of its common stock for $322 million, inclusive of applicable taxes, during the six months ended June 30, 2025, under the Repurchase Authorizations. As of June 30, 2025, 16.0 million shares remain available for repurchase under the Repurchase Authorizations.

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.    MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.    OTHER INFORMATION

10b5-1 Plans

During the quarter ended June 30, 2025, no director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (as each term is defined in Item 408(a) of Regulation S-K).

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ITEM 6.    EXHIBITS

Exhibit No.	Description
10.1*	Owens Corning Amended and Restated Deferred Compensation Plan, effective as of July 1, 2025 (filed herewith).
10.2*	Restricted Stock Unit Award Agreement, by and between Owens Corning and Marcio Sandri, dated as of June 18, 2025 (filed herewith).
31.1	Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) (filed herewith).
31.2	Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) (filed herewith).
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 (furnished herewith).
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (furnished herewith).
101	The following materials from the Quarterly Report on Form 10-Q for Owens Corning for the period ended June 30, 2025, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Statements of Earnings, (ii) Consolidated Statements of Comprehensive Earnings, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Stockholders' Equity, (v) Consolidated Statements of Cash Flows, (vi) related notes to these financial statements and (vii) document and entity information.		*	Denotes management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Form 10-Q.
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Owens Corning agrees to furnish to the U.S. Securities and Exchange Commission, upon request, copies of all instruments defining the rights of holders of long-term debt of Owens Corning where the total amount of securities authorized under each issue does not exceed 10% of the total assets of Owens Corning and its subsidiaries on a consolidated basis.

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SIGNATURES

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

OWENS CORNING
			Registrant
Date:	August 6, 2025	By:	/s/ Todd W. Fister
			Todd W. Fister
			Chief Financial Officer
Date:	August 6, 2025	By:	/s/ Mari K. Doerfler
			Mari K. Doerfler
			Vice President and
			Controller

54

Document

Exhibit 10.1

OWENS CORNING

DEFERRED COMPENSATION PLAN

(As amended and restated, effective July 1, 2025)

SECTION 1

General

1.1    Purpose. The Owens Corning Deferred Compensation Plan (the “Plan”) has been established by Owens Corning (the “Company”) to provide non-employee directors and certain management employees with an opportunity to save in a tax effective manner and thereby aiding in competitively attracting and retaining such non-employee directors and management employees of exceptional ability.

1.2    Effective Date. The “Effective Date” of the Plan was January 1, 2007, it was amended and restated effective January 1, 2021, and it is further amended and restated, as set forth herein, effective July 1, 2025.

1.3    Operation and Administration. The authority to control and manage the operation and administration of the Plan shall be vested in the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board of Directors”). In controlling and managing the operation and administration of the Plan, the Committee shall have the rights, powers and duties, and may delegate such powers and duties, as set forth in Section 8. Capitalized terms in the Plan shall be defined as set forth in the Plan.

1.4    Plan Administrator. The “Plan Administrator” shall be the Committee and/or the persons/individuals to whom administrative duties have been delegated by the Committee.

1.5    Plan Year. The term “Plan Year” means the calendar year.

1.6    Applicable Law. The Plan shall be construed and administered in accordance with the laws of the State of Ohio to the extent that such laws are not preempted by the laws of the United States of America.

1.7    Number. Where the context admits, words in the singular shall include the plural and the plural shall include the singular.

1.8    Notices. Any notice or document required to be filed with the Plan Administrator or the Committee under the Plan will be properly filed if delivered or mailed to the Plan Administrator, in care of the Company, at its principal executive offices. The Plan Administrator may, by advance written notice to affected persons, revise such notice procedure from time to time. Any notice required under the Plan may be waived by the person entitled to notice.

Exhibit 10.1

1.9    Form and Time of Elections. Unless otherwise specified herein, each election required or permitted to be made by any Participant or other person entitled to benefits under the Plan, and any permitted modification or revocation thereof, shall be in writing filed with the Plan Administrator at such times, in such form, and subject to such restrictions and limitations as the Plan Administrator shall require. Any elections made online in an electronic format or through an online electronic system established by the Plan Administrator shall be considered to have been made in writing for all purposes under the Plan.

1.10    Evidence. Evidence required of anyone under the Plan may be by certificate, affidavit, document or other information which the person acting on it considers pertinent and reliable, and signed, made or presented by the proper party or parties.

1.11    Adjustments. In the event of any increase or decrease in the number of issued shares of common stock of the Company resulting from a subdivision or consolidation of shares or other capital adjustment, or the payment of a stock dividend or other increase or decrease in shares, effected without receipt of consideration by the Company, or other change in corporate or capital structure, the number of shares or representative share equivalents in Participants’ Accounts shall be appropriately adjusted by the Committee; provided, however, that any fractional shares resulting from any such adjustment shall be eliminated. The decision of the Committee regarding any such adjustment shall be final, binding and conclusive.

1.12    Intentions. The Plan is intended (a) to comply with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and official guidance issued thereunder, and (b) to be “a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Notwithstanding any other provision of this Plan, this Plan shall be interpreted, operated and administered in a manner consistent with these intentions.

SECTION 2

Participation

2.1    Participant. Subject to the terms of the Plan, a director of the Company who is not an employee of the Company or any of its subsidiaries (a “Non-Employee Director”) and such management level employees as shall be selected by the Committee (each, a “Management Employee”) shall be eligible to make deferrals under the Plan.

2.2    Deferral Election. A Non-Employee Director or Management Employee shall become a “Participant” in the Plan by electing to defer payment of all or a portion of his or her Eligible Compensation, as defined below, pursuant to the terms of a “Deferral Election.” Except as provided below, a Participant’s Deferral Election with respect to Eligible Compensation for services to be performed in a Plan Year shall be filed before the end of the preceding Plan Year;

Exhibit 10.1

provided, however, that the initial Deferral Election of a new Participant may be filed within 30 days after the date on which such individual first became eligible to become a Participant, to the extent permitted under Code section 409A, and shall be applicable only to Eligible Compensation for services to be performed by the Participant after the Deferral Election is filed. To the extent that a Participant is eligible to defer Eligible Compensation that qualifies as “performance-based compensation” under Code section 409A, as determined by the Plan Administrator, Deferral Elections with respect to such performance-based compensation must be filed at least six months prior to the end of the incentive performance period for such compensation, to the extent permitted under Code section 409A. Notwithstanding the preceding sentence, the Plan Administrator may require that, for such performance-based compensation, Deferral Elections must be made during the open enrollment period occurring in the Plan Year prior to the Plan Year in which the performance period ends.

2.3    Eligible Compensation. For purposes of the Plan, “Eligible Compensation” for a Plan Year means:

(a)    for a Non-Employee Director, the Non-Employee Director’s cash compensation including the cash portion of the annual retainer, the chair retainer and the meeting fees for services performed in such Plan Year; and

(b)    for a Management Employee, up to 100% of the Management Employee’s base salary and/or up to 100% of cash incentive compensation for the Plan Year including such payments payable under the Owens Corning Corporate Incentive Plan, the Owens Corning Sales Incentive Plan and the Owens Corning Long-Term Incentive Plan. Notwithstanding the foregoing, the Plan Administrator may limit the total percentage of base salary which may be deferred to less than 100% for purposes of payroll and administrative feasibility.

SECTION 3

Employer Contributions

3.1    Restoration of Employer Matching Contributions. Effective for Plan Years beginning on or after January 1, 2014, within 60 days after the end of each Plan Year, the Company shall credit to the Matching Restoration Account (as defined below) of each Participant who is a Management Employee as of the last day of such Plan Year an amount (a “Matching Restoration Contribution”) equal to the excess of:

(a)    100% of the sum of (i) the base salary and annual incentive compensation deferred by the Participant and credited to the Participant’s Deferral Account for such Plan Year pursuant to Section 2 of this Plan plus (ii) the elective deferrals, other than catch-up contributions, credited to the Participant’s account for such Plan Year under the Owens Corning Savings Plan and/or the Masonite Savings Plan (as applicable, the “Savings Plan”), in each case disregarding elective deferrals in excess of 6% (5% until 2026, in the case of the Masonite

Exhibit 10.1

Savings Plan) of such Participant’s compensation, as defined in the Savings Plan but without regard to the limit imposed under Code section 401(a)(17), over

(b)    the matching contributions allocated to the Participant’s account for such Plan Year under the Savings Plan;

provided, however, that the amounts credited to the Participant’s Matching Restoration Account for any Plan Year pursuant to this Section 3.1 shall not exceed the total employer matching contributions that would be provided under the Savings Plan absent any plan-based restrictions that reflect limits on qualified plan contributions under the Code.

3.2    Restoration of Profit Sharing Contributions. Effective for Plan Years beginning on or after January 1, 2014, within 60 days after the end of each Plan Year, the Company shall credit to the Profit Sharing Restoration Account (as defined below) of each Participant who is a Management Employee as of the last day of such Plan Year an amount (a “Profit Sharing Restoration Contribution”) equal to the excess of:

(a)    2% of the Participant’s compensation for such Plan Year, as defined in the Savings Plan but without regard to the limit imposed under Code section 401(a)(17), over

(b)    the profit sharing contribution allocated to such Participant’s account for such Plan Year under the Savings Plan.

3.3    Make-Up Contributions. Effective for Plan Years beginning on or after January 1, 2014, within 60 days after the end of each Plan Year, the Company shall credit to the Make-Up Account (as defined below) of each Participant who is a Management Employee as of the last day of such Plan Year an amount (a “Make-Up Contribution”) equal to 6% of the amount of the base salary and annual incentive compensation credited to the Participant’s Deferral Account for such Plan Year under Section 2 of this Plan. Such Make-Up Contribution is intended to make the Participant whole for the reduction in the Participant’s compensation under the terms of the Savings Plan due to the elective deferrals elected by the Participant under Section 2 of this Plan.

SECTION 4

Plan Accounting

4.1    Deferred Compensation Accounts. Accounts shall be established on behalf of each Participant, which shall consist of the following subaccounts (collectively, the “Accounts”):

(a)    A Deferral Account shall be maintained on behalf of each Participant for each Plan Year (referred to herein as a “class year”) for which the Participant makes a Deferral Election, which shall be credited with the amount which would have been paid to the Participant as Eligible Compensation for such class year if it had not been deferred during such class year. Such crediting shall occur as of the date on which the Eligible Compensation would have been

Exhibit 10.1

paid to the Participant if it had not been deferred. A Participant shall at all times be 100% vested in any amounts credited to his or her Deferral Account for each such class year.

(b)    A Matching Restoration Account shall be maintained on behalf of each Participant for each class year in which a Matching Restoration Contribution is credited to such Participant’s Account pursuant to Section 3.1. Such crediting shall occur within 60 days after the last day of the Plan Year to which the Matching Contribution applies. Subject to Section 5.10, a Participant shall at all times be 100% vested in any amounts credited to his or her Matching Restoration Account for each such class year.

(c)    A Profit Sharing Restoration Account shall be maintained on behalf of each Participant for each class year in which a Profit Sharing Restoration Contribution is credited to such Participant’s Account pursuant to Section 3.2. Such crediting shall occur within 60 days after the last day of the Plan Year to which the Profit Sharing Restoration Contribution applies. Subject to Section 5.10, a Participant shall at all times be 100% vested in any amounts credited to his or her Profit Sharing Restoration Account for each such class year.

(d)    A Make-Up Account shall be maintained on behalf of each Participant for each class year in which a Make-Up Contribution is credited to such Participant’s Account pursuant to Section 3.3. Such crediting shall occur within 60 days after the last day of the Plan Year to which the Make-Up Contribution applies. Subject to Section 5.10, a Participant shall at all times be 100% vested in any amounts credited to his or her Make-Up Account for each such class year.

4.2    Adjustment of Accounts. The Accounts of a Participant shall be adjusted from time to time in accordance with procedures established by the Committee to reflect the increase or decrease in value from the investment funds to which the Participant’s Accounts are allocated. Each such account may be allocated to one or more investment funds. Investment funds may include a fund indexed to the value of Owens Corning common stock and any such other investment options that the Committee specifies from time to time. To the extent and in the manner permitted by the Committee, the Participant may elect to have different portions of his or her Account balances adjusted for any period on the basis of different investment elections made with respect to the Account for each class year. Notwithstanding the election by Participants of certain investments as described herein and the adjustment of their Accounts based on such investment decisions in accordance with uniform rules established by the Committee, the Plan does not require, and no trust or other instrument maintained in connection with the Plan shall require, that any assets or amounts which are set aside in trust or otherwise for the purpose of paying Plan benefits shall actually be invested in the investment alternatives selected by Participants. Such investment options may, at the discretion of the Committee be representative or hypothetical for purposes of the Plan. If no investment election has been made by the Participant, a Participant’s Accounts shall be credited to a default investment fund as established from time to time by the Committee.

4.3    Statement of Accounts. As soon as practicable after the end of each Plan Year, and at such other times as determined by the Committee, the Company shall provide each

Exhibit 10.1

Participant with a statement of the transactions in the Participant’s Accounts during that Plan Year and the Participant’s Account balance as of the end of the Plan Year. Alternatively, Account statements, transaction information and Account balance information shall be made available and accessible to Participants online through an electronic system established by the Plan Administrator.

SECTION 5

Distributions

5.1    General. Subject to this Section 5 and Section 6 (relating to distributions upon a change in control), the balance of each of a Participant’s Accounts shall be distributed upon the Participant’s “separation from service” (as defined under Code section 409A) with the Company if they are an employee or as a member of the Board of Directors if they are a Non-Employee Director, or upon the commencement date as elected by the Participant in the Participant’s “distribution election” (as defined below) with respect to such Account. All such distributions shall commence and be made in compliance with Code section 409A and applicable regulations thereunder. Distribution shall be made in either (a) a single lump sum, (b) in annual installments over 5 or 10 years or (c) effective for amounts deferred in Plan Years beginning on or after January 1, 2014, in annual installments of a specified dollar amount (until the remaining balance of the amount subject to such election is less than such specified amount, following which the final installment shall be equal to such remaining balance), as elected by the Participant in the Participant’s Distribution Election. Notwithstanding anything in this Plan or any Agreement to the contrary, distributions made on account of the death of the Participant shall be in the form of a lump sum. If no election is made with respect to an Account the default form of distribution shall be a single lump sum payment.

Notwithstanding the foregoing, distributions may not be made upon the separation from service of a Participant who is a “specified employee” (as defined in Code section 409A) before the date which is six months after the date of such Participant's separation from service (or, if earlier, the date of death of the Participant). Any payments that would otherwise be made during this period of delay shall be accumulated and paid on the first day of the seventh month following the Participant’s separation from service (or, if earlier, the first day of the month after the Participant’s death).

5.2    Distribution Election. A Participant’s Deferral Election shall specify the number or dollar amount of payments in which the Participant’s Account with respect to the class year to which the Deferral Election relates shall be distributed and shall specify the commencement date for distribution of the deferred amounts (a “Distribution Election”). A Participant’s Distribution Election may independently specify either or both of the following: (i) a specific distribution commencement date, and/or (ii) distribution commencing upon the Participant’s separation from service or a specified anniversary of the Participant’s separation from service; provided that a Participant may elect to receive a distribution of his or her Matching Restoration Account, Profit Sharing Restoration Account and Make-Up Account only upon the Participant’s separation from

Exhibit 10.1

service or a specified anniversary of such separation from service. Where a Participant has selected both a specific distribution date and distribution upon separation from service or an anniversary of such separation from service, the distribution shall commence upon the first such date to occur. A Participant’s Distribution Election may only be changed, subject to the following:

(a)    Any such change in a Participant’s Distribution Election will not take effect until at least 12 months after the change is made;

(b)    Payments under the changed Distribution Election may not begin until at least 5 years after the date when payments would otherwise have begun; and

(c)    Any such change in a Participant’s Distribution Election must be made at least 12 months before the date distribution was scheduled to commence; and

(d)    There shall be no more than two changes allowed to the Distribution Election applicable to any given class year.

(e)    Participants shall be permitted to elect to change their Distribution Election as set forth above to further delay the deferred distribution date as specified in their Distribution Election. To be effective, an election to further delay the deferred distribution date must otherwise meet the requirements of this Section 5.2(a)-(d).

5.3    Cash-out of Small Accounts. Notwithstanding the date or form of payment elected by a Participant and to the extent permitted by Code section 409A without penalty or interest, if the vested balance of a Participant’s entire Account is less than or equal to the then-applicable limit under Code section 402(g) ($17,500 for 2013) as of the last day of any Plan Year ending upon or following such Participant’s separation from service, such Account shall be paid to such Participant in a lump sum within 60 days after such date.

5.4    Medium of Payment. All distributions from Participants’ Accounts shall be distributed by the Company in cash only.

5.5    Beneficiary. Subject to the terms of the Plan, any benefits payable to a Participant under the Plan that have not been paid at the time of the Participant’s death shall be paid at the time and in the form of a lump sum payment, determined in accordance with the foregoing provisions of the Plan, to the beneficiary designated by the Participant in writing filed with the Plan Administrator in such form and at such time as the Plan Administrator shall require. A beneficiary designation form will be effective only when the signed form is filed with the Plan Administrator while the Participant is alive and will cancel all beneficiary designation forms filed earlier. If a deceased Participant failed to designate a beneficiary, or if the designated beneficiary of a deceased Participant dies before the Participant or before complete payment of the Participant’s benefits, the remaining unpaid amounts shall be paid, in a lump sum, to the legal representative or representatives of the estate of the last to die of the Participant and the Participant’s designated beneficiary.

Exhibit 10.1

5.6    Distributions to Disabled Persons. Notwithstanding the provisions of this Section 5, if, in the Plan Administrator’s opinion, a Participant or beneficiary is under a legal disability or is in any way incapacitated so as to be unable to manage such individual’s financial affairs, the Plan Administrator may direct that payment be made to a relative or friend of such individual for such individual’s benefit until claim is made by a conservator or other person legally charged with the care of such individual’s person or estate, and such payment shall be in lieu of any such payment to such Participant or beneficiary. Thereafter, any benefit under the Plan to which such Participant or beneficiary is entitled shall be paid to such conservator or other person legally charged with the care of such individual’s person or estate.

5.7    Benefits May Not be Assigned. Neither the Participant nor any other person shall have any voluntary or involuntary right to commute, sell, assign, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt of the amounts, if any, payable hereunder, or any part hereof, which are expressly declared to be unassignable and non-transferable. No part of the amounts payable shall be, prior to actual payment, subject to seizure or sequestration for payment of any debts, judgments, alimony or separate maintenance owed by the Participant or any other person, or be transferred by operation of law in the event of the Participant’s or any other person’s bankruptcy or insolvency.

5.8    Effect of Taxation. If a portion of a Participant's Account balances is includible in income as a result of the Plan’s failure to meet the requirements of Code section 409A, such portion shall be distributed immediately to the Participant.

5.9    Permitted Delays. Notwithstanding the foregoing, any payment to a Participant under the Plan shall be delayed to the extent that the Committee reasonably anticipates the making of the payment would violate Federal securities laws or other applicable law, provided, that any payment subject to this subsection 5.9 shall be paid in accordance with Code section 409A.

5.10    Breach of Covenants.  If a Participant breaches any non-competition, non-disclosure, non-solicitation or similar obligation with the Company or is terminated by the Company for Cause, then all amounts contributed by the Company under this Plan (other than amounts deferred at the election of the Participant pursuant to Section 2.2), including Matching Restoration Contributions, Profit Sharing Restoration Contributions and Make-Up Contributions, and any earnings with respect to such contributions, shall be forfeited by the Participant.  For purposes of this Plan, “Cause” shall have the meaning set forth in any employment agreement between the Company and the Participant or, if such term is not defined in any such employment agreement, “Cause” shall mean the Participant’s (a) conviction of any felony or failure to contest prosecution of a felony, (b) willful misconduct or dishonesty that is harmful to the Company’s business or reputation or (c) serious violation of the Company’s Business Code of Conduct.

Exhibit 10.1

SECTION 6

Change in Control

6.1    In the event of a “change in control” (as defined in subsection 6.2 below), the balance of each of a Participant’s Accounts shall be distributed in an immediate lump sum payment upon the “payment date” (as defined below); provided that such change in control also qualifies as a “change in control event” as described in IRS regulations under Code section 409A. Such distribution shall be made to the Participant regardless of any elections providing for later distribution that may otherwise be applicable under the Plan. The “payment date” upon a change in control will be within 30 days following the change in control.

6.2    A “change in control” shall have the same meaning as set forth in the Owens Corning 2019 Stock Plan. In all cases, a change in control under this section of the Plan shall be interpreted and administered in compliance with the terms and provisions of Code section 409A and regulations thereunder.

SECTION 7

Source of Benefit Payments

Neither a Participant nor any other person shall, by reason of the Plan, acquire any right in or title to any assets, funds or property of the Company whatsoever, including, without limitation, any specific funds, assets, or other property which the Company, in its sole discretion, may set aside in anticipation of a liability under the Plan. A Participant shall have only a contractual right to the amounts, if any, payable under the Plan, unsecured by any assets of the Company. Nothing contained in the Plan shall constitute a guarantee by the Company that the assets of the Company shall be sufficient to pay any benefits to any person.

SECTION 8

Committee

8.1    Powers of Committee. Responsibility for the day-to-day administration of the Plan shall be vested in the “Plan Administrator,” which shall be the Committee. The authority to control and manage all other aspects of the operation and administration of the Plan shall also be vested in the Committee. The Committee is authorized to interpret the Plan, to establish, amend, and rescind any rules and regulations relating to the Plan, to determine the terms and provisions of any agreements made pursuant to the Plan, and to make all other determinations that may be necessary or advisable for the administration of the Plan. Except as otherwise specifically provided by the Plan, any determinations to be made by the Committee under the Plan shall be decided by the Committee in its sole discretion. Any interpretation of the Plan by the Committee and any decision made by it under the Plan is final and binding on all persons.

Exhibit 10.1

8.2    Delegation by Committee. The Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it. Any such allocation or delegation may be revoked by the Committee at any time.

8.3    Information to be Furnished to Committee. The Company shall furnish the Committee with such data and information as may be required for it to discharge its duties. The records of the Company as to a Participant’s membership on the Board shall be conclusive on all persons unless determined to be incorrect. Participants and other persons entitled to benefits under the Plan must furnish the Committee such evidence, data or information as the Committee considers desirable to carry out the Plan.

8.4    Liability and Indemnification of Committee. No member or authorized delegate of the Committee shall be liable to any person for any action taken or omitted in connection with the administration of the Plan unless attributable to such individual’s own fraud or willful misconduct; nor shall the Company be liable to any person for any such action unless attributable to fraud or willful misconduct on the part of a director or employee of the Company. The Committee, the individual members thereof, and persons acting as the authorized delegates of the Committee under the Plan, shall be indemnified by the Company against any and all liabilities, losses, costs and expenses (including legal fees and expenses) of whatsoever kind and nature which may be imposed on, incurred by or asserted against the Committee or its members or authorized delegates by reason of the performance of a Committee function if the Committee or its members or authorized delegates did not act dishonestly or in willful violation of the law or regulation under which such liability, loss, cost or expense arises. This indemnification shall not duplicate but may supplement any coverage available under any applicable insurance.

SECTION 9

Claims for Benefits.

9.1    Filing a Claim. A Participant or his or her authorized representative may file a claim for benefits under the Plan. Any claim must be in writing and submitted to the Committee at such address as may be specified from time to time. Claimants will be notified in writing of approved claims, which will be processed as claimed. A claim is considered approved only if its approval is communicated in writing to a claimant.

9.2    Denial of Claim. In the case of the denial of a claim respecting benefits paid or payable with respect to a Participant, a written notice will be furnished to the claimant within 90 days of the date on which the claim is received by the Committee. If special circumstances (such as for a hearing) require a longer period, the claimant will be notified in writing, prior to the expiration of the 90-day period, of the reasons for an extension of time; provided, however, that no extensions will be permitted beyond 90 days after the expiration of the initial 90-day period.

Exhibit 10.1

9.3    Reasons for Denial. A denial or partial denial of a claim will be dated and signed by the Committee and will clearly set forth:

(a)    the specific reason or reasons for the denial;

(b)    specific reference to pertinent Plan provisions on which the denial is based;

(c)    a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and

(d)    an explanation of the procedure for review of the denied or partially denied claim set forth below, including the claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review.

9.4    Review of Denial. Upon denial of a claim, in whole or in part, a claimant or his or her duly authorized representative will have the right to submit a written request to the Committee for a full and fair review of the denied claim by filing a written notice of appeal with the Committee within 60 days of the receipt by the claimant of written notice of the denial of the claim. A claimant or the claimant’s authorized representative will have, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits and may submit issues and comments in writing. The review will take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

If the claimant fails to file a request for review within 60 days of the denial notification, the claim will be deemed abandoned and the claimant precluded from reasserting it. If the claimant does file a request for review, his or her request must include a description of the issues and evidence he or she deems relevant. Failure to raise issues or present evidence on review will preclude those issues or evidence from being presented in any subsequent proceeding or judicial review of the claim.

9.5    Decision Upon Review. The Committee will provide a prompt written decision on review. If the claim is denied on review, the decision shall set forth:

(a)    the specific reason or reasons for the adverse determination;

(b)    specific reference to pertinent Plan provisions on which the adverse determination is based;

(c)    a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits; and

Exhibit 10.1

(d)    a statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to obtain the information about such procedures, as well as a statement of the claimant’s right to bring an action under Section 502(a) of ERISA.

A decision will be rendered no more than 60 days after the Committee’s receipt of the request for review, except that such period may be extended for an additional 60 days if the Committee determines that special circumstances (such as for a hearing) require such extension. If an extension of time is required, written notice of the extension will be furnished to the claimant before the end of the initial 60-day period.

9.6    Finality of Determinations; Exhaustion of Remedies. To the extent permitted by law, decisions reached under the claims procedures set forth in this Section shall be final and binding on all parties. No legal action for benefits under the Plan shall be brought unless and until the claimant has exhausted his or her remedies under this Section. In any such legal action, the claimant may only present evidence and theories which the claimant presented during the claims procedure. Any claims which the claimant does not in good faith pursue through the review stage of the procedure shall be treated as having been irrevocably waived. Judicial review of a claimant’s denied claim shall be limited to a determination of whether the denial was an abuse of discretion based on the evidence and theories the claimant presented during the claims procedure.

9.7    Limitations Period. Any suit or legal action initiated by a claimant under the Plan must be brought by the claimant no later than one year following a final decision on the claim for benefits by the Committee. The one-year limitation on suits for benefits will apply in any forum where a claimant initiates such suit or legal action.

SECTION 10

Amendment and Termination

The Committee may, at any time, amend or terminate the Plan (including the rules for administration of the Plan), subject to the following:

(a)    Subject to the following provisions of this Section 10, no amendment or termination may materially adversely affect the rights of any Participant or beneficiary under the Plan.

(b)    The Committee may revoke the right to continue to defer Eligible Compensation under the Plan; provided that no such revocation shall apply mid-year to the Eligible Compensation of any Participant in the Plan Year such revocation is adopted. To the extent that the revocation is adopted by the Committee after the beginning of a Plan Year, the revocation shall apply commencing for the following Plan Year.

Exhibit 10.1

(c)    Upon termination of the Plan, no further deferrals of Eligible Compensation shall be permitted; however, earnings, gains and losses shall continue to be credited to Accounts in accordance with Section 4 until the Account balances are fully distributed.

(d)    The Plan may not be amended to delay the date on which benefits are otherwise payable under the Plan without the consent of each affected Participant and subject to restrictions on such delays under Code section 409A as set forth in subsection 5.2 above.

(e)    Upon termination of the Plan, distribution of balances in Accounts shall be made to Participants and beneficiaries in the manner and at the time described in Section 5, unless the Committee determines in its sole discretion that all such amounts shall be distributed upon termination in accordance with the requirements under Code section 409A.

(f)    The Board of Directors may, from time to time, substitute itself, or another committee of the Board, for the Committee under this Section 10. The Committee may delegate the authority to amend or restate the Plan as it deems necessary or appropriate.

* * *

By virtue and in exercise of the amending power reserved to the Company by Section 10 of the Plan and designated to the undersigned officer of the Company by resolution of the Company's Board of Directors, the Plan is hereby amended and restated in its entirety, effective July 1, 2025 (unless otherwise indicated), as reflected in this document entitled "Owens Corning Deferred Compensation Plan (as amended and restated, effective July 1, 2025)."

Exhibit 10.1

The Company has caused the aforementioned amendment and restatement to be executed on its behalf by the undersigned duly authorized officer this 18th day of June, 2025.

Owens Corning
By	/s/ Gina A. Beredo
	Gina A. Beredo
	Executive Vice President, Chief Administrative Officer & General Counsel

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Document

Exhibit 10.2

RESTRICTED STOCK UNIT AWARD AGREEMENT

pursuant to the

OWENS CORNING

2023 STOCK PLAN

RESTRICTED STOCK UNIT AWARD

OWENS CORNING, a Delaware corporation (the “Company”), has granted to Marcio Sandri (the “Holder”), as of June 18, 2025 (the “Grant Date”), pursuant to the provisions of the Owens Corning 2023 Stock Plan (the “Plan”), 4,282 restricted stock units (the “Units”) relating to shares of common stock, $0.01 par value, of the Company (“Stock”), upon and subject to the restrictions, terms and conditions set forth below and in the Plan (the “Award”). Each Unit shall provide for the issuance and transfer to the Holder of one share of Stock upon the lapse of the restrictions set forth in Section 1 hereof. Upon issuance and transfer of the Stock subject to the Units following the lapse of the Restriction Period, the Holder shall have all rights incident to ownership of such Stock, including, but not limited to, voting rights and the right to receive dividends. References to employment by the Company shall also mean employment by a Subsidiary. Capitalized terms not defined herein shall have the meanings specified in the Plan.

1.Restriction Period and Vesting.

(a)General. Subject to Sections 1(b), 1(c), and 1(d), the Units shall vest and the restrictions shall lapse with respect to one-third of the Units on February 5, 2026, one-third of the Units on February 5, 2027, and the remaining one-third of the Units on February 5, 2028 (each such date, a “Vesting Date”) until the Units are fully vested (such period, the “Restriction Period”). As used herein, the term “vest” shall mean no longer subject to a substantial risk of forfeiture.

(b)Death or Disability. Notwithstanding Section 1(a), if, prior to the end of the Restriction Period, the Holder’s employment with the Company terminates by reason of death or Disability, the Units that are then unvested shall vest in full, and the restrictions shall lapse, as of the date of such termination.

(c)Termination Without Cause; Retirement. Notwithstanding Sections 1(a) and 1(b), if, prior to the first Vesting Date, the Holder’s employment with the Company is terminated by the Company without Cause, the portion of the Award that is then unvested shall continue to vest after the date of such termination as if the Holder’s employment with the Company continued until the end of the Restriction Period. Further notwithstanding Sections 1(a) and 1(b), if the Holder’s employment with the Company terminates by reason of Retirement on or after the first Vesting Date, the portion of the Award that is then unvested shall continue to vest after the date of such termination as if the Holder’s employment with the Company continued until the end of the Restriction Period.

(d)Change in Control. Notwithstanding Sections 1(a), 1(b), and 1(c), in the event of a Change in Control, as defined in the Plan, the Units shall immediately vest in full and the restrictions shall lapse as provided in Section 6.8 of the Plan; provided, however, that in the

NAI-1539178758v3

event that (i) the Units constitute the payment of nonqualified deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) the Change in Control does not constitute a “change in control event” within the meaning of Section 409A of the Code, the Units shall not immediately vest upon such Change in Control, but instead shall vest and be payable in accordance with the vesting schedule set forth in clause (i) of Section 1(a) hereof, or earlier pursuant to Section 1(b) hereof.

(e)Forfeiture. If, prior to the end of the Restriction Period, the Holder’s employment with the Company terminates for any reason other than death or Disability as described in Section 1(b), or a termination without Cause or Retirement as described in Section 1(c), the Units that are then unvested as of the effective date of the Holder’s termination of employment shall be forfeited by the Holder and such portion shall thereafter be cancelled by the Company.

2.Settlement of Award.

(a)General. Subject to Section 2(b), one share of Stock will be issued as payment for each Unit that vests pursuant to Section 1(a) or Section 1(c) within 30 days following each Vesting Date.

(b)Other Payment Events. Notwithstanding Section 2(a), to the extent the Units are vested on the dates set forth below, payment with respect to the vested Units will be made as follows:

(i)Death or Disability. Within 30 days of the date of the termination of the Holder’s employment with the Company by reason of the Holder’s death or Disability, one share of Stock will be issued as payment for each Unit, if any, that vests pursuant to Section 1(b).

(ii)Change in Control. Within 30 days of a Change in Control, one share of Stock will be issued as payment for each Unit, if any, that vests pursuant to Section 1(d).

3.Rights as a Stockholder and Dividend Equivalents.

During the Restriction Period, the Holder shall not be a stockholder of record with respect to the Stock underlying any unvested Units and shall have no voting rights with respect to such Stock. With respect to each of the Units covered by this Agreement, the Holder shall be credited on the records of the Company with dividend equivalents in an amount equal to the amount per share of Stock of any cash dividends declared by the Board on the outstanding Stock (and the applicable record date occurring) during the period beginning on the Grant Date and ending either on the date on which the Holder receives payment for the Units pursuant to Section 2 hereof or at the time when the Units are forfeited in accordance with Section 1(d) of this Agreement. These dividend equivalents will accumulate without interest and, subject to the terms and conditions of this Agreement, will be paid at the same time, to the same extent and in the same manner, in cash, as the Units for which the dividend equivalents were credited. If the Award is subject to a deferral election as described in Section 5.13 below, dividend equivalents will be accrued in the form of additional Units, with the increase in the number of Units equal to the number of shares of Stock or fractional shares of Stock that could be purchased with the dividends based on the value of the Stock at the time such dividends are paid (“Credited Units”).

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NAI-1539178758v3

Such Credited Units shall be subject to the restrictions set forth in Section 1 hereof and shall be paid to the Holder in the time and manner as provided in their deferral election.

4.Withholding Taxes.

To the extent that the Company or a Subsidiary is required to withhold federal, state, local, employment, or foreign taxes or other amounts, or, to the extent permitted under Section 409A of the Code, any other applicable taxes (the “Required Tax Payments”), in connection with the Holder’s right to receive Stock under this Agreement (regardless of whether the Holder is entitled to the delivery of any Stock at that time), and the amounts available to the Company for such withholding are insufficient, as a condition precedent to the delivery to the Holder of any such Stock upon the vesting of the Units, the Holder agrees that the Required Tax Payments shall be satisfied by the Company withholding from the Stock otherwise to be delivered to the Holder pursuant to the Award having a Fair Market Value, determined as of the date of taxation, equal to the Required Tax Payments.

No payments in respect of vested Units shall be delivered to the Holder until the Required Tax Payments have been satisfied in full.

5.Additional Terms and Conditions of Award.

5.1Award Subject to Acceptance of Agreement. The Award shall be null and void unless the Holder shall accept this Agreement by executing it in an enforceable manner, including through an electronic acceptance, in such form as is determined to be acceptable within the discretion of the Committee.

5.2Agreement Not To Compete and Not To Solicit.

(a)In exchange for the consideration provided by the Company in this Agreement, the Holder agrees that, during the Covenant Period, the Holder shall not, without the prior written consent of the Company: (i) become directly or indirectly engaged or involved, as an owner, principal, employee, officer, director, manager, independent contractor, consultant, representative, seller, distributor, agent, advisor, lender or in any other capacity, with or for any Competitor of the Company or any Subsidiary; (ii) participate in the research or development, manufacture, and/or any business, fabrication, marketing, sale or distribution of any products or services that are competitive with or similar to any products or services then being developed, manufactured, fabricated, marketed, sold or distributed by the Company or any Subsidiary; (iii) directly or indirectly, on behalf of the Holder or any other person or entity, offer, market, sell or distribute, or participate in offering, marketing, selling or distributing any products or services that are competitive with or similar to any products or services then offered , marketed, sold or distributed by the Company or any Subsidiary to any customer of the Company or any Subsidiary, or to the Holder’s knowledge, potential customer of the Company or any Subsidiary; (iv) directly or indirectly, on behalf of the Holder or any other person or entity, solicit, induce, recruit, hire, or encourage any employee, independent contractor, consultant, or sales representative of the Company or any Subsidiary to leave their employment; or (v) directly or

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NAI-1539178758v3

indirectly, engage, or attempt to engage, on behalf of any Competitor of the Company or any Subsidiary, any customer, vendor, supplier, distributor, independent contractor, agent, or other business relationship of the Company or any Subsidiary, or engage in any other action that would reasonably be expected to terminate or negatively impact any such business relationship of the Company or any Subsidiary; provided, however, that the Holder’s direct or indirect ownership of less than 1% of the outstanding capital stock of a company whose capital stock is listed on a national securities exchange or regularly traded in an over-the-counter market, shall not be deemed to be a violation of this Agreement. Notwithstanding any provision of the Plan or of this Agreement to the contrary, any violation of this section by the Holder shall result in the immediate forfeiture and cancellation of the portion of the Award which is not vested as of such date.

(b)The Holder agrees that money damages would not be a sufficient remedy for any breach of this Section 5.2 by the Holder and that, in addition to all other remedies which may be available to the Company, the Company shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach. The Holder further agrees to waive any requirement for the securing or posting of any bond in connection with any such remedy.

(c)The Holder agrees and acknowledges that (i) the services rendered by the Holder to the Company are special and of great value to the Company, (ii) the market for the Company’s products and services is worldwide and the Company regularly transacts business on a worldwide basis, (iii) the covenants contained in this Section 5.2 are reasonable and necessary for the protection of the Company’s legitimate business interests, (iv) the grant of the Award to the Holder is good and sufficient consideration for such covenants, and (v) the Holder’s compliance with such covenants will not preclude or unreasonably restrict the Holder from engaging in other activities for the purpose of earning a livelihood.

(d)As used herein, (i) the term “Competitor” means any person, or entity that (A) is engaged in, or that has plans to become engaged in the research, development, manufacture, fabrication, marketing, sale or distribution of products or services that are the same as, or serve a substantially similar purpose or function as any products or services that were researched, developed, manufactured, fabricated, marketed, sold, or distributed by any business unit of the Company or any Subsidiary for which the Holder performed any work or services at any time during the last twenty-four (24) months during which the Holder was employed by Company or any Subsidiary; and (B) directly or indirectly conducts any business operations anywhere within North America or anywhere else in the world where the Holder has engaged in business activities on behalf of the Company or any Subsidiary; and (ii) the term “Covenant Period” means the period ending on the second anniversary of the date the Holder’s termination of employment with the Company or any Subsidiary, regardless of the circumstances relating to such termination of employment (e.g., resignation, retirement, disability, termination by the Company for cause, or termination by the Company without cause).

5.3Nontransferability of Units. During the Restriction Period, the Units subject to the Award and not then vested may not be transferred by the Holder other than by will, the laws of descent and distribution or pursuant to beneficiary designation procedures approved by the Company. Except to the extent permitted by the foregoing, upon any attempt to sell, transfer,

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assign, pledge, hypothecate or encumber, or otherwise dispose of such Units, the Award shall immediately become null and void.

5.4Adjustment. Subject to Section 6.7 of the Plan, in the event of any stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or other similar change in capitalization or event, or any distribution to holders of Stock other than a regular cash dividend, or any other corporate transaction or event having an effect similar to any of the foregoing, the number and class of securities subject to the Units and the other terms of the Units shall be appropriately adjusted by the Committee. If any adjustment would result in a fractional security being subject to the Units, the Company shall pay the Holder in connection with the vesting, if any, of such fractional security an amount in cash determined by multiplying such fraction (rounded to the nearest hundredth) by the fair market value on the Vesting Date (or the date on which the Units vest pursuant to Sections 1(b) and 1(d)). The decision of the Committee regarding any such adjustment shall be final, binding and conclusive.

5.5Compliance with Applicable Law. The Award is subject to the condition that if the listing, registration or qualification of the Stock subject to the Units upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the vesting or delivery of Stock hereunder, the Units subject to the Award shall not vest or be delivered, in whole or in part, unless such listing, registration, qualification, consent or approval shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company agrees to use reasonable efforts to effect or obtain any such listing, registration, qualification, consent or approval. Further, the Holder agrees that to the extent the issuance of Stock in the Holder’s jurisdiction is impossible, illegal, unauthorized, or, in the Company’s discretion, is imprudent or is otherwise impracticable for any reason, the Company may, in its discretion, either deem the Award to be a cash award of equivalent cash value or may direct the sale of all Stock subject to the Award and settle the Award in cash locally with the Holder.

5.6Book Entry Record/Delivery of Certificates. Subject to the foregoing paragraph, promptly following the vesting of the Units, in whole or in part, the Stock delivered at vesting shall be recorded in book entry form, unless the Company decides to deliver or cause to be delivered, subject to the withholding provisions of Section 4, one or more certificates representing the number of shares of Stock represented by the vested Units. In the event certificates are delivered, the Company shall pay all original issue or transfer taxes and all fees and expenses incident to such delivery, except as otherwise provided in Section 4.

5.7Award Confers No Rights to Continued Employment. The granting of the Units does not entitle the Holder to any award other than that specifically granted under the Plan, nor to any future award under the Plan or any similar plan. The Award does not become part of the contract of employment or any other employment relationship with the Holder’s employer, and the Award is not a guarantee of continued employment. Moreover, the Award or any future awards do not become a term or condition of employment. The Holder understands and accepts that the Units granted under the Plan are entirely at the discretion of the Company and that the

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Company retains the right to amend or terminate the Plan and/or the Holder’s participation therein, at any time, at the Company’s sole discretion and without notice. The benefits and rights provided under the Plan are not, and should not be considered part of the Holder’s salary or compensation for purposes of any other calculation, including calculating any severance, resignation, redundancy or other end of service payments, vacation, bonuses, long-term service awards, indemnification, pension or retirement benefits, or any other payments, benefits or rights of any kind, except as required by applicable law. The Holder hereby waives any and all rights to compensation or damages as a result of the termination of employment with the Company for any reason whatsoever insofar as those rights result or may result from: (a) the loss or diminution in value of any rights under the Plan; or (b) the Holder ceasing to have any rights under, or ceasing to be entitled to any rights under, the Plan as a result of such termination.

5.8Decisions of Board or Committee. The Board or the Committee shall have the right to resolve all questions which may arise in connection with the Award. Subject to the terms of the Plan, administration of ministerial, non-substantive aspects of the Award has been delegated to the Company. Any interpretation, determination or other action made or taken by the Board or the Committee, or the Company as its delegate, regarding the Plan or this Agreement shall be final, binding and conclusive.

5.9Incorporation of the Plan. The Plan, as it exists on the date of this Agreement and as amended from time to time, is hereby incorporated by reference and made a part hereof, and the Award and this Agreement shall be subject to all terms and conditions of the Plan and any subsequent amendments to the Plan. In the event of any conflict between the provisions of this Agreement and the provisions of the Plan, the terms of the Plan shall control. The Holder hereby acknowledges receipt of a copy of the Plan.

5.10Value of Units and Common Stock. The Company makes no representation as to the value of the Units. The Company is not responsible for any fluctuations in the value of the Stock.

5.11Investment Representation. The Holder hereby represents and covenants that (a) any Stock acquired upon the vesting of the Units will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities law; (b) any subsequent sale of any such Stock shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (i) is true and correct as of the date of acquisition of any shares hereunder or (ii) is true and correct as of the date of any sale of any such Stock, as applicable. As a further condition precedent to the delivery to the Holder of any Stock subject to the Units, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance of the Stock and, in connection therewith, shall execute any documents which the

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Board or any committee authorized by the Board shall in its sole discretion deem necessary or advisable.

5.12Notices and Electronic Delivery. The Company may, in its sole discretion, deliver any documents (other than certificates), notices or other communications related to the Units and the Holder’s participation in the Plan by electronic means. The Holder hereby consents to receive such documents by electronic delivery and, if requested, agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

Any documents, notices or other communications which are not delivered electronically pursuant to this section shall be in writing, and shall be deemed to have been duly given when received, if delivered personally, or when mailed, if sent by first class mail, postage paid, addressed as follows:

(a)if to the Company or the Committee, to the attention of the Vice President, Total Rewards, Owens Corning World Headquarters, One Owens Corning Parkway, Toledo, Ohio 43659, or to the attention of such other person or at such other address as the Company, by notice to the Holder, may designate in writing from time to time, and

(b)if to the Holder, at their address as shown on the records of the Company, or at such other address as the Holder, by notice to the Company, may designate in writing from time to time.

5.13Deferral of Units.

(a)Deferral Election. If the Holder made an election, in accordance with the terms and conditions prescribed by the Company and Section 409A of the Code and pursuant to an election form provided to the Holder by the Company, to defer the receipt of the Units that would have otherwise vested pursuant to Section 1(a), such Units shall be payable at the time and form elected by the Holder pursuant to such election.

(b)Dividend Equivalents. Until the distribution of Units deferred pursuant to this Section 5.13 (the “Deferral Period”), the Units shall continue to be credited with dividend equivalents, as described in Section 3 hereof.

5.14Miscellaneous.

(a)Successors. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall, upon the death of the Holder, acquire any right hereunder in accordance with the Plan.

(b)Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one agreement.

(c)Entire Understanding. The Plan and this Agreement constitute the entire agreement and understanding between the parties with respect to the matter described herein and supersede all prior and contemporaneous agreements and understandings, oral and written,

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between the parties with respect to such subject matter; provided, however, that the covenants contained in Section 5.2 shall complement and shall be in addition to, and shall not supersede similar covenants made by the Holder to the Company or any Subsidiary, including covenants made in the Agreement-Protection of Owens Corning Proprietary Interests or the Intellectual Property Agreement if the Holder has executed such an agreement.

(d)Modification. No modification or waiver of any of the provisions of this Agreement shall be effective unless in writing and signed by the party against whom it is sought to be enforced, and specifically references this Restricted Stock Unit Award Agreement by name.

(e)Waiver. The failure of any party hereto at any time to require performance by another party of any provision of this Agreement shall not affect the right of such party to require performance of that provision, and any waiver by any party of any breach of any provision of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under this Agreement.

(f)Fees and Expenses; Legal Compliance. The Company shall pay all fees and expenses necessarily incurred by the Company in connection with this Agreement and will from time to time use its reasonable efforts to comply with all laws and regulations which, in the opinion of counsel to the Company, are applicable thereto.

(g)Governing Law. This Agreement shall be governed and construed and the legal relationships of the parties determined in accordance with the laws of the State of Delaware without reference to principles of conflict of laws.

(h)Data Privacy. By signing this Agreement, including by way of electronic acceptance of this Agreement by means acceptable to the Company, the Holder explicitly and unambiguously consents to the collection, processing, and transfer (electronically or otherwise) of the Holder’s personal data as described in this Agreement by and among, as applicable, the Company, Subsidiaries, the Holder’s employer (the “Employer”), and any third parties as necessary, for the exclusive purpose of implementing, administering and managing the Holder’s participation in the Plan. Moreover, the Holder explicitly acknowledges and agrees that the Company and the Employer may hold certain personal information about the Holder (including, but not limited to, the Holder’s name, home address, telephone number, email address, date of birth, employment status, tax identification number, passport or other identification number, salary, nationality, job title, any Stock awarded, cancelled, purchased, exercised, vested, unvested or outstanding in the Holder’s favor, and data for tax withholding purposes) for the purposes of implementing, administering and managing the Plan (“Data”). The Holder understands that Data will be transferred to third parties assisting the Company with the implementation, administration and management of the Plan. The Holder expressly authorizes such transfer to and processing by third parties. Furthermore, the Holder understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than the Holder’s country. The Holder explicitly consents to the transfer of the Holder’s personal data to countries other than the Holder’s country of employment. The Company will take reasonable measures to keep the Holder’s personal data private, confidential, and accurate. The Holder understands that Data will be held only as long as is necessary to implement, administer and manage the Holder’s participation in the Plan. The Holder further understands that the Holder may request a list with the names and addresses of any potential recipients of the Data by contacting the Holder’s local human resources contact, may obtain details with respect to the collection, storage, processing and transfer of Data in relation to the Plan participation, may also request access to and updates of such Data, if needed, by contacting the Holder’s local Human Resources contact, and may refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Holder’s local human resources

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contact. The Holder understands, however, that refusing or withdrawing the Holder’s consent may affect the Holder’s ability to participate in the Plan.

(i)Clawback Policy. The Holder hereby acknowledges and agrees that this Award and this Agreement (and any settlement of this Award) are subject to the terms and conditions of the Company’s clawback policies as may be in effect from time to time (the “Compensation Recovery Policy”), and that relevant sections of this Agreement shall be deemed superseded by and subject to the terms and conditions of the Compensation Recovery Policy from and after the effective date thereof. Further, by receiving this Award, the Holder (i) consents to be bound by the terms of the Compensation Recovery Policy, as applicable, (ii) agrees and acknowledges that the Holder is obligated to and will cooperate with, and will provide any and all assistance necessary to, the Company in any effort to recover or recoup any compensation or other amounts subject to clawback or recovery pursuant to the Compensation Recovery Policy and/or applicable laws, rules, regulations, stock exchange listing standards or other Company policy, and (iii) agrees that the Company may enforce its rights under the Compensation Recovery Policy through any and all reasonable means permitted under applicable law as it deems necessary or desirable under the Compensation Recovery Policy. Such cooperation and assistance shall include (but is not limited to) executing, completing and submitting any documentation necessary, or consenting to Company action, to facilitate the recovery or recoupment by the Company from the Holder of any such compensation or other amounts, including from the Holder’s accounts or from any other compensation, to the extent permissible under Section 409A of the Code.

(j)Company to Reserve Stock. The Company shall at all times prior to the expiration or termination of the Units reserve and keep available, either in its treasury or out of its authorized but unissued Stock, the full number of shares of Stock subject to the Units from time to time.

(k)Compliance with Section 409A of the Code.

(i)To the extent applicable, it is intended that this Agreement and the Plan comply with, or are exempt from, the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Holder. This Agreement and the Plan shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of the Holder).

(ii)To the extent the Holder has a right to receive payment pursuant to this Agreement, the payment is deferred compensation subject to Section 409A, and the event triggering the right to payment does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything to the contrary in this Agreement, issuance of cash or Stock in payment of the vested Units will be made to the Holder, to the extent necessary to comply with Section 409A of the Code, on the earliest of: (A) the last day of the Restriction Period; (B) the Holder’s “separation from service” with the Company (determined in accordance with Section 409A of the Code), provided, that if the Holder is a “specified employee” (within the meaning of Section 409A of the

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Code), the Holder’s date of payment of the Award pursuant to this clause (ii) shall be the date that is the first business day following six months after the date of the Holder’s separation of service with the Company; (3) the Holder’s death; (4) the Holder’s permanent disability (within the meaning of Section 409A(a)(2)(C) of the Code); or (5) a change in control event (within the meaning of Section 409A of the Code).

(iii)Reference to Section 409A of the Code will also include any regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.

(l)Severability. If any covenant or other term in this Agreement (including, without limitation, any covenant in Section 5.2 hereof) is determined by a court of competent jurisdiction to be wholly or partially unenforceable, the Holder agrees that: (i) this Agreement or any portion hereof may be reformed so that such covenant or other term is enforceable to the maximum extent permitted by law; (ii) such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant or other term in any other jurisdiction; and (iii) the unaffected provisions of this Agreement shall be unimpaired and shall remain in full force and effect. Without limiting the generality of the foregoing, if any covenant in this Agreement shall be determined by a court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extend in all other respect as to which it may be enforceable, all as determined by such court.

5.15Provisions Relating to California Participants. Notwithstanding any provisions in this Agreement, the Award shall also be subject to the special terms and conditions set forth in the California Addendum attached as Appendix A to this Agreement if the Holder is employed and/or resides in California or if the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with applicable law. The California Addendum attached hereto as Appendix A constitutes part of this Agreement.

5.16Provisions Relating to Non-U.S. Jurisdictions.

(a)Local Compliance. The Holder remains personally responsible for any local compliance requirements resulting from their receipt, ownership, and subsequent sale of Stock, as well as the transfer of funds abroad, the making of a foreign investment, and the opening or use of a U.S. brokerage account in relation to their receipt of Stock. If the Award under this Agreement is subject to China SAFE regulations, the Holder agrees to abide by applicable requirements for disposal of vested Stock following termination of employment and hereby affirmatively authorizes the Company to direct the sale or disposal of Stock within 6 months following termination of employment in order to comply with these requirements.

(b)    Exchange Rate Fluctuation. The Company is not responsible for any foreign exchange fluctuations between the Holder’s local currency and the U.S. dollar.

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(c)    Language Translation. To the extent that the Holder has been provided with a translation of this Agreement, the English language version of this Agreement shall prevail in case of any discrepancies or ambiguities due to translation.

(d)    Cash Settlement Relating to Holders in Certain Jurisdictions. The delivery of Stock under this Agreement, if any, shall be effective only at any applicable time as counsel to the Company shall have determined that the issuance and delivery of such Stock is in compliance with all applicable laws and regulations of such jurisdiction and the requirements of any securities exchange on which such Stock is traded. Notwithstanding any other provision of the Plan or this Agreement to the contrary, if at any time it is determined by counsel to the Company that the issuance and delivery of Stock pursuant to this Agreement to a Holder in such jurisdiction would for any reason be unenforceable or prohibited as a matter of law or would result in material adverse consequences for the Company or the Holder, then the Award shall instead be settled in cash in an amount equal to the value of the Stock, determined using the closing price on the Vesting Date (or the date on which the Units vest pursuant to Sections 1(b) and 1(d)), that would have been delivered under the Award.

[SIGNATURES ON FOLLOWING PAGE]

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/s/ Marcio Sandri_________________

Sign Name

Marcio Sandri____________________

Print Name

June 18, 2025_____________________

Date

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APPENDIX A

TO

RESTRICTED STOCK UNIT AGREEMENT

CALIFORNIA ADDENDUM

Additional Terms and Conditions for Awards under the Owens Corning 2023 Stock Plan

Terms and Conditions

This Addendum includes additional terms and conditions that govern the Award granted to you under the Owens Corning 2023 Plan (referred to as the “Plan”) if you are employed and/or reside in California or if the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with applicable law. Certain capitalized terms used but not defined in this Addendum have the meanings set forth in the Plan and/or your award agreement (the “Agreement”) that relates to your Award. By accepting your Award, you agree to be bound by the terms and conditions contained in the paragraphs below in addition to the terms of the Plan, the Agreement, and the terms of any other document that may apply to you and your Award.

Restrictive Covenants. Section 5.2 of the Agreement shall not apply.

Data Privacy. The following sentence is added to the end of Section 5.14(h) of the Agreement to read as follows:

“If the Holder is a California resident, the Holder should refer to the Company’s California Consumer Privacy Act Notice for more information about the personal information the Company collects about the Holder and the purposes for which the Company will use such data.”

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Document

Exhibit 31.1

CERTIFICATION

I, Brian D. Chambers, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Owens Corning;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 6, 2025

/s/  Brian D. Chambers

Brian D. Chambers

Chief Executive Officer

Document

Exhibit 31.2

CERTIFICATION

I, Todd W. Fister, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Owens Corning;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 6, 2025

/s/  Todd W. Fister

Todd W. Fister

Chief Financial Officer

Document

Exhibit 32.1

SECTION 1350 CERTIFICATION

In connection with the Quarterly Report on Form 10-Q of Owens Corning (the “Company”) for the quarterly period ended June 30, 2025 (the “Report”), I, Brian D. Chambers, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/  Brian D. Chambers

Brian D. Chambers

Chief Executive Officer

August 6, 2025

Document

Exhibit 32.2

SECTION 1350 CERTIFICATION

In connection with the Quarterly Report on Form 10-Q of Owens Corning (the “Company”) for the quarterly period ended June 30, 2025 (the “Report”), I, Todd W. Fister, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/  Todd W. Fister

Todd W. Fister

Chief Financial Officer

August 6, 2025