UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 __________________________

FORM 11-K
__________________________
 
ýANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2021

OR
¨TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _____ to _____. 

 __________________________

Commission file number: 1–14315
A.Full title of the plan and the address of the plan, if different from that of the issuer named below:
 
CORNERSTONE BUILDING BRANDS 401(K) PROFIT SHARING PLAN
 
B.Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
 
Cornerstone Building Brands, Inc.
5020 Weston Parkway, Suite 400
Cary, North Carolina 27513
 




CORNERSTONE BUILDING BRANDS 401(K) PROFIT SHARING PLAN
 
December 31, 2021 and 2020
 
Table of Contents
 
*All other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.


 



Report of Independent Registered Public Accounting Firm

The Benefits Committee, Plan Administrator and Plan Participants
Cornerstone Building Brands 401(k) Profit Sharing Plan

Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the Cornerstone Building Brands 401(k) Profit Sharing Plan (the Plan) as of December 31, 2021 and 2020, the related statements of changes in net assets available for benefits for the years then ended, and the related notes (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2021 and 2020, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by the Plan’s management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Information
The supplemental information in the accompanying supplemental schedule of assets (held at end of year) as of December 31, 2021, and schedule of delinquent participant contributions for the year then ended, have been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is presented for the purpose of additional analysis and are not a required part of the financial statements but included supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.

/s/ Hancock Askew & Co., LLP
We have served as the Plan’s auditor since 2021.
Peachtree Corners, Georgia
June 24, 2022

1

Cornerstone Building Brands 401(k) Profit Sharing Plan
Statements of Net Assets Available for Benefits
December 31, 2021 and 2020
 20212020
Assets:  
Investments, at fair value (See Notes 3 and 4):
  
Mutual funds$557,409,491 $499,309,929 
Common collective trust86,589,663 90,673,139 
Cornerstone Building Brands Stock11,620,589 8,253,674 
Total investments655,619,743 598,236,742 
Receivables:
Employer contributions305,186 212,898 
Participant notes receivable12,464,811 13,660,154 
Total receivables12,769,997 13,873,052 
Net assets available for benefits$668,389,740 $612,109,794 
 

The accompanying notes are an integral part of these financial statements.

 

2

Cornerstone Building Brands 401(k) Profit Sharing Plan
Statements of Changes in Net Assets Available for Benefits
Years Ended December 31, 2021 and 2020 
 20212020
Additions to net assets attributed to:  
Investment income:  
Interest and dividends$6,616,282 $5,702,535 
Net appreciation in fair value of investments84,115,328 65,479,886 
Total net investment income90,731,610 71,182,421 
Interest income on notes receivable from participants756,372 892,973 
Contributions: 
Participant34,863,210 34,375,220 
Employer16,948,236 18,090,924 
Rollover4,531,558 3,947,464 
Total contributions56,343,004 56,413,608 
Total additions147,830,986 128,489,002 
Deductions to net assets attributed to:  
Benefits paid directly to participants91,226,310 108,331,671 
Administrative expenses793,643 734,142 
Total deductions92,019,953 109,065,813 
Net increase in net assets, before transfers55,811,033 19,423,189 
Transfers in (See Note 1)
468,913 283,088,731 
Net increase in net assets, after transfers56,279,946 302,511,920 
Net assets available for benefits:
Beginning of the year612,109,794 309,597,874 
End of the year$668,389,740 $612,109,794 
 

The accompanying notes are an integral part of these financial statements.

 

3

Cornerstone Building Brands 401(k) Profit Sharing Plan
Notes to Financial Statements
December 31, 2021 and 2020


Note 1: Description of the Plan
The following description of the Cornerstone Building Brands 401(k) Profit Sharing Plan (the “Plan”) provides only general information. Participants should refer to the Summary Plan Description and Plan Document, which are available from the Plan administrator, for a more complete description of the Plan’s provisions.
General
The Plan, established January 15, 1992, is a defined contribution plan covering all eligible employees (at least eighteen years of age or older) of Cornerstone Building Brands, Inc. and its affiliates (the “Company,” “Cornerstone Building Brands,” the “Employer” or “Plan Sponsor”).
The trustee and recordkeeper of the Plan is Fidelity Management Trust Company (“Fidelity”).
The Plan has been amended from time to time. Effective January 1, 2020, in conjunction with the change in trustee and recordkeeper to Fidelity, the Plan was restated to a Fidelity Volume Submitter Plan Document, that was designed to comply with the provisions of the Internal Revenue Code Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”). Effective October 29, 2021, the Plan was restated to a Fidelity Non-Standardized Pre-Approved Profit Sharing Plan Document that is designed to comply with the provisions of EGTRRA.
The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended.
Effective January 1, 2020, the Environmental Materials, LLC 401(k) Plan (“Environmental Materials Plan”) and the Ply Gem 401(k) Savings Plan (“prior plan” or “Ply Gem Plan”) were merged into the Plan. In order to facilitate this transition, participants of the Environmental Materials Plan were not able to enroll, direct or diversify investments to their accounts, or obtain a loan or distribution from their Environmental Materials Plan accounts from December 27, 2019, through the week of January 19, 2020. The participants of the Ply Gem Plan were not able to enroll, direct or diversify investments to their accounts, or obtain a loan or distribution from their Ply Gem Plan accounts from December 18, 2019, through the week of January 19, 2020. Participant balances from the Environmental Materials Plan and Ply Gem Plan of approximately $9,547,000 and $264,673,000, respectively, and loan balances of $264,000 and $8,604,000, respectively, were transferred into the Plan in January 2020.
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was passed into law. The CARES Act expands the ability of certain 401(k) plan participants to withdraw, penalty free, funds from their vested retirement plan accounts, increases the participant loan limit, and delays loan repayments for up to one year, subject to the certain participant eligibility criteria. The Plan adopted certain provisions of the CARES Act and will subsequently amend the Plan to incorporate these provisions.
Effective March 15, 2021, the Kleary Masonry 401(k) Plan & Trust (“Kleary Plan”) was merged into the Plan. Participant balances of approximately $465,300, forfeiture balance of approximately $3,100 and a loan balance of approximately $500 were transferred into the Plan in March 2021.
Contributions
Participants may contribute on a pre-tax or after-tax Roth basis a minimum of 1% up to a maximum of 75% of their compensation (as defined by the Plan), limited to the maximum limit determined annually by the Internal Revenue Service (“IRS”). The Plan has a voluntary auto-increase feature allowing participants to designate a 1 percent to 3 percent automatic annual contribution increase to their accounts.
The Plan Sponsor contributes a Safe Harbor match of 100 percent of the first 3 percent of pay contributed by participants and 50 percent of the next 2 percent of pay contributed, and contributes the match on a pay-period basis. The Company may also make a discretionary matching contribution in an amount determined by the Plan Sponsor for non-collectively bargained employees, not to exceed 4 percent of pay contributed to the Plan. Collectively bargained employees receive a non-discretionary match of the same percentage as the non-collectively bargained employees. Additionally, certain collectively
4

Cornerstone Building Brands 401(k) Profit Sharing Plan
Notes to Financial Statements
December 31, 2021 and 2020

bargained employees receive a non-discretionary, non-elective contribution of 4 percent of their gross pay in lieu of a pension accrual. For the years ended December 31, 2021 and 2020, the Company made discretionary and non-discretionary matching contributions totaling $16,726,494 and $17,878,026, respectively, of which $83,444, is included in Employer contributions receivable as of December 31, 2021. For the years ended December 31, 2021 and 2020, the Company made non-discretionary non-elective contributions totaling $221,742 and $212,898, respectively, which are included in Employer contributions receivable as of December 31, 2021 and 2020, respectively.
Participants direct the investment of their contributions, as well as the Company’s contribution, into various investment options offered by the Plan. The Plan currently offers a variety of mutual funds (including unitized portfolios), a common collective trust fund, and the Cornerstone Building Brands stock as investment options for participants.
Participants may elect to convert any eligible portions of their account into designated Roth contributions.
Participant Accounts
Each participant’s account is credited with participant contributions, Company contributions and an allocation of Plan earnings, and is charged with withdrawals and an allocation of Plan losses and certain administrative expenses such as participant loan fees, express mailing charges on requested distributions, frequent trading fees and recordkeeping fees. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account balance.
Vesting and Forfeitures
Participants are immediately vested in their voluntary contributions plus earnings thereon. Participants are 100% vested in any Safe Harbor matching contributions. Participants are vested in the Company’s discretionary and non-discretionary contribution portions of their accounts plus earnings thereon based on “years of service” (as that term is defined in the Plan Document) pursuant to the specific vesting schedules in the Plan Document. Effective January 1, 2020, a safe harbor match has been added to the Plan in which participants are 100% vested. All participants who were actively employed on January 1, 2020 had their accounts fully vested at that date.
A participant becomes fully vested upon death, becoming disabled (as defined in the Plan Document) or attaining age 65. A participant’s non-vested balance is forfeited upon complete distribution of the participant’s vested balance (after termination of service) or when the participant has incurred five consecutive breaks in service. Forfeitures may be used to pay for Plan administrative expenses and to reduce Employer contributions. At December 31, 2021 and 2020, forfeited, non-vested accounts totaled approximately $270,000 and $316,000, respectively. For the years ended December 31, 2021 and 2020, Plan fees totaling approximately $241,000 and $257,000, respectively, were paid from forfeited, non-vested accounts, and approximately $204,000 and $937,000 were used to offset Employer contributions for 2021 and 2020, respectively.
Payment of Benefits
Upon termination of service, a participant may elect to receive partial, lump-sum or installment amounts equal to the vested value of the participant’s account, shares of the Company’s common stock at the value of the Cornerstone Building Brands stock, or continue in the trust in such a manner as though the participant had not terminated (if the participant’s account balance is greater than $5,000, excluding rollover contributions), subject to minimum distribution rules as described in the Plan Document. Participants over the age of 59 1/2 may make in-service withdrawals of the vested value of their accounts. Distributions prior to the age of 59 1/2 are also permitted for hardship withdrawals in the event of an immediate and heavy financial need, as defined in the Plan Document.
Participant Notes Receivable
Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum of $50,000, or 50% of their vested account balances, whichever is less. The loans are secured by the balances in the participants’ accounts and bear interest at rates that are commensurate with local prevailing rates as determined by the Plan administrator. Interest rates on outstanding participant notes receivable ranged from 4.25% to 10.25% at December 31, 2021, and from 3.25% to 10.25% at December 31, 2020. Principal and interest payments occur ratably through regular bi-weekly payroll deductions over a period not to exceed five years, unless the notes receivable were used to purchase a primary residence in which case the note receivable terms may exceed five years. The Plan limits the number of loans a participant can hold to one outstanding loan at a time; and does not contain a loan requirement for hardship withdrawals.
5

Cornerstone Building Brands 401(k) Profit Sharing Plan
Notes to Financial Statements
December 31, 2021 and 2020

Plan Termination
Although it has not expressed an intention to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan, subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts.
Note 2: Summary of Significant Accounting Policies
Basis of Accounting
The financial statements of the Plan are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the changes in net assets available for benefits during the reporting period. Actual results could differ from those estimates.
Concentrations, Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits and the Statements of Changes in Net Assets Available for Benefits.
The Plan’s investments in the Wells Fargo Stable Return Fund, Cornerstone Small Cap Equity Fund and the Cornerstone Large Cap Equity Fund represented 13.21 percent, 12.27 percent and 22.53 percent, respectively, of the Plan’s total investment balance at December 31, 2021, and 15.16 percent, 12.02 percent and 21.64 percent, respectively, of the Plan’s total investment balance at December 31, 2020.
In January 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a “Public Health Emergency of International Concern,” which continues to spread throughout the world and has adversely impacted global commercial activity and contributed to volatility in financial markets. The coronavirus outbreak and government responses are creating disruption in global supply chains and adversely impacting many industries. The outbreak could have a continued impact on economic and market conditions and trigger a period of global economic slowdown. The rapid development and fluidity of this situation precludes any prediction as to the ultimate impact of the coronavirus outbreak. Nevertheless, the outbreak presents uncertainty and risk with respect to the Plan, its investment performance, and overall financial results.
Valuation of Investments and Income Recognition
The Plan’s investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Certain Plan investments are reported at fair value, with fair value measured using the net asset value per share as a practical expedient. See Notes 3 and 4 for discussion of fair value measurements.
Net appreciation in fair value of investments includes capital gains, realized gains and losses on investments sold during the year and unrealized appreciation of investments held at the end of the year. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
6

Cornerstone Building Brands 401(k) Profit Sharing Plan
Notes to Financial Statements
December 31, 2021 and 2020

Participant Notes Receivable
Participant notes receivable are measured at their unpaid principal balance and any accrued, unpaid interest was de minimis. Delinquent participant loans are reclassified as distributions based upon the terms of the Plan Document. No allowance for credit losses was recorded as of December 31, 2021 and 2020.
Payment of Benefits
Benefit payments to participants are recorded upon distribution.
Administrative Expenses
Certain expenses of maintaining the Plan are paid directly by the Company and are excluded from these financial statements. Fees related to the administration of notes receivable from participants are charged directly to the participant’s account and are included in administrative expenses. Investment related expenses are included in net appreciation in fair value of investments. The annual plan recordkeeping fee of $43 per participant is paid by Plan participants via an automatic quarterly deduction and investment consulting fees are paid quarterly from forfeitures.
Note 3: Fair Value Measurements
ASC 820 defines fair value and establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below: 
Level 1 Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.
Level 2 Inputs to the valuation methodology include: 1) quoted prices for similar assets or liabilities in active markets, 2) quoted prices for identical or similar assets or liabilities in inactive markets, 3) inputs other than quoted prices that are observable for the asset or liability, and 4) inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
An asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used maximize the use of observable inputs and minimize the use of unobservable inputs. In determining the fair value, the Plan generally uses the market approach. The market approach uses prices and other relevant data based on market transactions involving identical or comparable assets and liabilities.
Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2021 and 2020.
Mutual funds: Mutual funds held by the Plan are open-ended mutual funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily net asset value (“NAV”) and to transact at that price. The mutual funds held by the plan are classified as Level 1 investments, except for the mutual funds which are part of unitized portfolios for which the NAV is calculated by dividing the sum of the values of the underlying funds comprising the portfolio by the outstanding units of the portfolio, representing Level 2 measurements. The values of the funds are determined using the daily closing prices as reported by the funds. The mutual funds held by the Plan are deemed to be actively traded (market approach).
Cornerstone Building Brands Stock: The Cornerstone Building Brands Stock account is comprised of Cornerstone Building Brands stock and is valued at the closing price reported on the active market on which the individual security is traded.
7

Cornerstone Building Brands 401(k) Profit Sharing Plan
Notes to Financial Statements
December 31, 2021 and 2020

Common collective trust: This fund, which is a stable value fund, is valued at the NAV of units of the collective trust. The NAV, as provided by Fidelity, is used as a practical expedient to estimate fair value. The NAV is based on the fair value of the underlying investments held by the fund, less its liabilities.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
The following tables set forth by level, within the fair value hierarchy, the Plan’s investments at fair value as of December 31, 2021 and 2020:
 Assets at Fair Value as of December 31, 2021
 Level 1Level 2Level 3Total
Mutual funds$238,397,167 $319,012,324 $— $557,409,491 
Cornerstone Building Brands Stock11,620,589 — — 11,620,589 
Total assets in the fair value hierarchy$250,017,756 $319,012,324 $— $569,030,080 
Investments measured at net asset value (a):
Common collective trust86,589,663 
Total investments measured at net asset value86,589,663 
Investments at fair value$655,619,743 
Assets at Fair Value as of December 31, 2020
Level 1Level 2Level 3Total
Mutual funds$203,285,763 $296,024,166 $— $499,309,929 
Cornerstone Building Brands Stock8,253,674 — — 8,253,674 
Total assets in the fair value hierarchy$211,539,437 $296,024,166 $— $507,563,603 
Investments measured at net asset value (a):
Common collective trust90,673,139 
Total investments measured at net asset value90,673,139 
Investments at fair value$598,236,742 
(a)In accordance with Subtopic ASC 820-10, certain investments that were measured at net asset value per share (or its equivalent) have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the line items presented in the Statement of Net Assets Available for Benefits.
Note 4: Fair Value of Investments in Entities that Use NAV
The following table sets forth a summary of the Plan’s investments with a reported NAV as of December 31, 2021 and 2020:
 Fair Value Estimated Using NAV per Share
 December 31,
2021		December 31,
2020		Unfunded
Commitment		Redemption
Frequency		Other
Redemption
Restrictions		Redemption
Notice
Period
Common collective trust$86,589,663 $90,673,139 NoneDailyNone12 months
8

Cornerstone Building Brands 401(k) Profit Sharing Plan
Notes to Financial Statements
December 31, 2021 and 2020

Note 5: Related Party Transactions
Certain Plan investments are mutual funds managed by Fidelity. Additionally, the Plan invests in shares of the Company’s common stock and issues participant notes receivable. Such transactions qualify as party-in-interest transactions. These transactions are exempt from the ERISA prohibited transaction rules; thus, these transactions are permitted.
The Plan incurs expenses related to general administration. The Plan Sponsor pays certain expenses and accounting fees on behalf of the Plan.
The Plan held 666,318 shares of Cornerstone Building Brands stock at December 31, 2021, valued at $11,620,589, and 889,405 shares at December 31, 2020, valued at $8,253,674. During the year ended December 31, 2021, purchases and sales of shares of Cornerstone Building Brands stock by the Plan totaled $5,970,421 and $9,611,436, respectively, and during the year ended December 31, 2020, purchases and sales of shares of Cornerstone Building Brands stock by the Plan totaled $6,592,333 and $8,061,462, respectively. For the years ended December 31, 2021 and 2020, the Plan had earnings of $7,007,929 and $1,736,773 on the shares of Cornerstone Building Brands stock, respectively. These transactions qualify as party-in-interest transactions, which are exempt from prohibited transaction rules.
Note 6: Plan Tax Status
The Plan, as amended and restated effective October 29, 2021, is a Non-Standardized Pre-Approved Profit Sharing Plan with CODA (“pre-approved plan”) that is designed to comply with provisions of EGTRRA. Such pre-approved plans are pre-approved by the IRS by reference to the Cumulative List of Changes in Plan Qualification Requirements (the “Cumulative List”) provided under EGTRRA. Accordingly, the Plan is eligible for a six-year remedial amendment cycle. Because the Plan is a pre-approved plan, the Company is not authorized to amend the Plan except to comply with changes in the Cumulative List. The pre-approved plan received a favorable advisory letter from the IRS dated June 30, 2020. Previously, the Plan, as amended and restated effective January 1, 2020, was a Volume Submitter Profit Sharing Plan with CODA ("volume submitter plan") that was designed to comply with provisions of EGTRRA. The volume submitter plan received a favorable advisory letter from the IRS dated March 31, 2014.
U.S. GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain tax position that more likely than not would not be sustained upon examination by the IRS. Plan management has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2021 and 2020, there are no uncertain positions taken or expected to be taken. The Plan has not recognized any interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
Note 7: Delinquent Participant Contributions
The Ply Gem Plan had late contributions and loan repayments totaling $845,814 for the 2019 plan year, for which a correction was filed through the Department of Labor’s Voluntary Fiduciary Correction Program (“VFCP”) during 2021. These amounts are listed as Contributions Pending Correction in VFCP on the Schedule of Delinquent Participant Contributions.
Note 8: Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of the net increase in net assets available for benefits per the financial statements for the years ended December 31, 2021 and 2020, to the net income on Form 5500:
 20212020
Net increase in net assets available for benefits, after transfers, per the financial statements$56,279,946 $302,511,920 
Transfers in from merged plans (a)— (283,088,731)
Net income plus transfers per Form 5500$56,279,946 $19,423,189 
9

Cornerstone Building Brands 401(k) Profit Sharing Plan
Notes to Financial Statements
December 31, 2021 and 2020

(a)The transfers out of these plans were reported on the 2019 Form 5500 for each of these plans in order to file a final Form 5500 for the respective plans. In order to be consistent, the transfers in were included on the Plan’s 2019 Form 5500, but not included in the Plan’s financial statements until 2020.
Note 9: Subsequent Events
Effective February 1, 2022, the Window Products, Inc. Profit Sharing and 401(k) Plan dba Cascade Windows (“Cascade Plan”) and the Prime Windows Systems, LLC 401(k) Plan (“Windows Prime Plan”) were merged into the Plan. During 2022, assets of approximately $15,200,000 (including approximately $14,800,000 of participant balances and approximately $400,000 of loans) from the Cascade Plan and approximately $2,300,000 from the Windows Prime Plan were transferred into the Plan.
On March 5, 2022, the Company entered into an Agreement and Plan of Merger (the “CD&R Merger Agreement”) with Camelot Return Intermediate Holdings, LLC (“Parent”) and Camelot Return Merger Sub, Inc. (“Merger Sub”). Parent and Merger Sub are subsidiaries of investment funds managed by Clayton, Dubilier & Rice (“CD&R”). Upon the terms and subject to the conditions of the CD&R Merger Agreement, among other things, Merger Sub will merge with and into the Company (the “CD&R Merger”), with the Company surviving the CD&R Merger. The CD&R Merger is subject to approval by holders of a majority of the shares not owned by CD&R and its affiliates, as well as other customary closing conditions. As a result of the CD&R Merger, all shares issued and outstanding immediately prior to the effective time of the CD&R Merger, other than shares held by affiliates of CD&R and other specified holders, will be converted into the right to receive $24.65 per share. The Plan Sponsor is not expected to change as a result of the proposed transaction. Plan participants who own shares of Cornerstone Building Brands Stock at the time the transaction occurs (if approved) will have the proceeds of the CD&R Merger invested in an age appropriate Vanguard Target Retirement Trust II fund.
Plan management has evaluated all subsequent events, through June 24, 2022, which is the date the financial statements were available to be issued.
10

Supplemental Schedule
Cornerstone Building Brands 401(k) Profit Sharing Plan
EIN: 76-0127701; PN: 001
Schedule H, Line 4a – Schedule of Delinquent Participant Contributions
As of December 31, 2021
Participant Contributions Transferred Late to PlanTotal that Constitute Nonexempt Prohibited TransactionsTotal Fully Corrected Under VFCP and PTE 2002-51
Check here if Late Participant Loan Repayments are included: ý
Contributions Not CorrectedContributions Corrected Outside VFCPContributions Pending Correction in VFCP
2019*$845,814 $— $— $845,814 $— 
*Indicates a party-in-interest as defined by ERISA
**Related to the Ply Gem Plan which was merged into the Plan in 2020. This includes $743,444 of late contributions and loan amounts of $102,370, included in the VFCP filing the Company completed in 2021.
See Report of Independent Registered Public Accounting Firm
11

Supplemental Schedule
Cornerstone Building Brands 401(k) Profit Sharing Plan
EIN: 76-0127701; PN: 001
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
As of December 31, 2021
(a)(b)(c)(d)(e)
Identity of Issue, Borrower, Lessor or Similar PartyDescription of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity ValueCostCurrent Value
Wells Fargo Stable Value Fund ECommon collective trust**$86,589,663 
*Cornerstone Building Brands StockCommon Stock**11,620,589 
Vanguard Treasury Money MarketMutual fund**5,009,579 
Vanguard Institutional Target Retirement IncomeMutual fund**3,535,485 
Vanguard Institutional Target Retirement 2015Mutual fund**4,047,827 
Vanguard Institutional Target Retirement 2020Mutual fund**13,464,860 
Vanguard Institutional Target Retirement 2025Mutual fund**23,584,121 
Vanguard Institutional Target Retirement 2030Mutual fund**33,120,822 
Vanguard Institutional Target Retirement 2035Mutual fund**24,810,984 
Vanguard Institutional Target Retirement 2040Mutual fund**20,910,748 
Vanguard Institutional Target Retirement 2045Mutual fund**13,561,872 
Vanguard Institutional Target Retirement 2050Mutual fund**13,346,264 
Vanguard Institutional Target Retirement 2055Mutual fund**6,813,618 
Vanguard Institutional Target Retirement 2060Mutual fund**4,630,735 
Vanguard Institutional Target Retirement 2065Mutual fund**1,349,176 
Vanguard TL International Bond Index AdMutual fund**783,117 
DFA Global Real Estate FundMutual fund**2,008,765 
*Fidelity Government Money Market FundMutual fund**3,437 
*Fidelity U.S. Bond Index FundMutual fund**6,564,804 
*Fidelity Total Market Index FundMutual fund**52,630,656 
*Fidelity Total International Index FundMutual fund**8,220,297 
Cornerstone Fixed Income Fund
Frost Low Duration Bond InstMutual fund**10,525,017 
*Fidelity US Bond IndexMutual fund**6,954,029 
PGIM Total Return Bond R6Mutual fund**6,954,029 
*Fidelity Inflation-Prot BD IndexMutual fund**4,134,828 
Eaton Vance Income Fund of Boston IMutual fund**4,886,615 
Vanguard Total Intl BD IDX AdmiralMutual fund**4,134,827 
37,589,345 
Cornerstone U.S. Large Cap Equity Fund
MFS Value R4Mutual fund**48,741,984 
*Fidelity 500 IndexMutual fund**50,219,014 
T. Rowe Price Lrg CP GR IMutual fund**48,741,984 
147,702,982 
*Indicates a party-in-interest as defined by ERISA
**Cost information is not presented because all investments are participant directed
 
See Report of Independent Registered Public Accounting Firm
12

Supplemental Schedule
Cornerstone Building Brands 401(k) Profit Sharing Plan
EIN: 76-0127701; PN: 001
Schedule H, Line 4i – Schedule of Assets (Held at End of Year) (Continued)
As of December 31, 2021
(a)(b)(c)(d)(e)
Identity of Issue, Borrower, Lessor or Similar PartyDescription of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity ValueCostCurrent Value
Cornerstone U.S. Small/Mid Cap Equity Fund
*Fidelity Mid Cap IndexMutual fund**40,237,603 
Victory Sycamore Small Company Opp IMutual fund**20,118,802 
Hood River Small-Cap Growth RetirementMutual fund**20,118,802 
80,475,207 
Cornerstone International Equity Fund
*Fidelity Total International Index FundMutual fund**26,622,395 
American Funds Europacific Growth R6Mutual fund**26,622,395 
53,244,790 
*Participant loansLoans to participants bearing interest at rates ranging from 4.25% to 10.25% and mature through 2039—12,464,811 
 $668,084,554 
*Indicates a party-in-interest as defined by ERISA
**Cost information is not presented because all investments are participant directed
 
See Report of Independent Registered Public Accounting Firm


13

SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, Cornerstone Building Brands, Inc., as administrator for the Cornerstone Building Brands 401(k) Profit Sharing Plan, has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 Cornerstone Building Brands 401(k) Profit Sharing Plan
   
 CORNERSTONE BUILDING BRANDS, INC.
 (as administrator of the Cornerstone Building Brands 401(k) Profit Sharing Plan)
   
Date: June 24, 2022By: /s/ Jeffrey S. Lee
  Jeffrey S. Lee
  Executive Vice President, Chief Financial Officer and
Chief Accounting Officer
14

INDEX TO EXHIBITS
 
  
15
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