Quanex Building Products CORP 8-K

What Happened
Quanex Building Products Corporation announced on January 13, 2026 that its Audit Committee dismissed Grant Thornton LLP as the company’s independent registered public accounting firm and appointed KPMG LLP to serve as the independent auditor for the fiscal year ending October 31, 2026. The company filed this disclosure on Form 8‑K on January 16, 2026. Grant Thornton’s audit reports on Quanex’s consolidated financial statements for the fiscal years ended October 31, 2025 and October 31, 2024 were unmodified, but their reports on internal control over financial reporting for those periods contained an adverse opinion due to a material weakness in the design and operation of controls over preparation and review of the statement of cash flows. That material weakness continues to exist as of the date of the 8‑K.

Key Details

• Audit change effective: Grant Thornton was dismissed and KPMG was appointed on January 13, 2026.
• Prior audit opinions: Grant Thornton’s audits of the 2025 and 2024 consolidated financial statements were unqualified (no adverse or disclaimer opinion), but its internal control reports for those years were adverse due to a material weakness.
• Material weakness: Identified in Q4 2024 (disclosed in the 2024 Form 10‑K filed December 16, 2024) related to controls over the statement of cash flows; management reported it again in the 2025 Form 10‑K filed December 12, 2025, and it remains unresolved as of this 8‑K.
• Interaction with new auditor: Quanex states that, through the dismissal date, it had not consulted KPMG on accounting matters that would require disclosure under Regulation S‑K. The Audit Committee authorized Grant Thornton to respond to KPMG’s inquiries; Grant Thornton provided a letter dated January 16, 2026 (filed as Exhibit 16.1).

Why It Matters
A change in independent auditor is a material corporate event for investors because it can affect audit quality, continuity, and investor confidence. The continued existence of a material weakness in internal control over financial reporting — specifically controls over the statement of cash flows — is a concrete issue that Quanex must remediate and disclose progress on; unresolved control weaknesses can increase the risk of accounting errors and may influence investor perception and credit/insurance considerations. Investors should watch future filings for the company’s remediation plan, any changes in audit scope, and KPMG’s audit opinions for the fiscal year ending October 31, 2026.