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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Quanex Building Products Corporation (Name of Issuer) |
Common Stock, par value $0.01 per share (the "Shares") (Title of Class of Securities) |
(CUSIP Number) |
Teleios Capital Partners GmbH BAARERSTRASSE 12, ZUG, V8, 6300 41 41 506 56 59 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/22/2026 (Date of Event Which Requires Filing of This Statement) |

SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Teleios Capital Partners GmbH | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
SWITZERLAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,022,113.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
8.78 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Teleios Global Opportunities Master Fund, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,022,113.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
8.78 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Igor Kuzniar | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
SWITZERLAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,022,113.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.78 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share (the "Shares") |
| (b) | Name of Issuer:
Quanex Building Products Corporation |
| (c) | Address of Issuer's Principal Executive Offices:
945 BUNKER HILL RD, SUITE 900, HOUSTON,
TEXAS
, 77024. |
| Item 2. | Identity and Background |
| (a) | The persons filing this statement are Teleios Capital Partners GmbH, a Swiss limited liability company ("Teleios"), Teleios Global Opportunities Master Fund, Ltd., a Cayman Islands exempted company (the "Master Fund"), Igor Kuzniar, a Swiss citizen ("Mr. Kuzniar" and collectively with Teleios and the Master Fund, the "Reporting Persons"). |
| (b) | The principal business address of Teleios and Mr. Kuzniar is Baarerstrasse 12, 6300 Zug, Switzerland. The principal business address of the Master Fund is c/o BNP Paribas Bank & Trust Cayman Limited, 3rd Floor, Buckingham Square, 720 West Bay Road, PO Box 2003, George Town, Grand Cayman KY1-1104, Cayman Islands. |
| (c) | Teleios serves as the investment manager of certain private investment funds and managed accounts, including the Master Fund. The principal business of the Master Fund is purchasing, holding and selling securities for investment purposes. Mr. Kuzniar is the Managing Member of Teleios. |
| (d) | None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The funds for the purchase of the 4,022,113 Shares beneficially owned by Teleios came from the working capital of the Master Fund, of which Teleios serves as investment manager. The net investment costs (including commissions, if any) of the Shares beneficially owned by Teleios is approximately $87,249,509. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business.
The funds for the purchase of the 4,022,113 Shares beneficially owned by the Master Fund came from the working capital of the Master Fund. The net investment costs (including commissions, if any) of the Shares beneficially owned by the Master Fund is approximately $87,249,509. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business.
The funds for the purchase of the 4,022,113 Shares indirectly beneficially owned by Mr. Kuzniar came from the working capital of the Master Fund, of which Teleios serves as investment manager. The net investment costs (including commissions, if any) of the Shares indirectly beneficially owned by Mr. Kuzniar is approximately $87,249,509. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business. | |
| Item 4. | Purpose of Transaction |
The Reporting Persons have engaged in dialogue with the Issuer's management and board of directors and may from time to time continue such discussions regarding, amongst other matters, capital allocation, strategy, and governance, with a view to enhancing shareholder value. The Reporting Persons previously held a board observer seat on the board of the Issuer pursuant to a Board Observer Agreement; however, the Board Observer Agreement terminated, and the Reporting Persons no longer have any board observer rights with respect to the Issuer.
Except as otherwise set forth herein, the Reporting Persons do not have any present plans or proposals which would relate to, or result in, the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D.
The Reporting Persons reserve the right, at a later date, to effect one or more of such changes or transactions in the number of Shares they may be deemed to beneficially own. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The Reporting Persons acquired the Shares in connection with an acquisition by the Issuer of Tyman plc ("Tyman"), a company incorporated in England and Wales (the "Acquisition"). The Acquisition is further described in the Issuer's 8-K filed on August 1, 2024. As a result of the Acquisition, the Reporting Persons received voting securities of the Issuer in exchange for the Tyman shares it held. As a result of the "backside" acquisition, the Issuer filed a completed Notification and Report Form for Certain Mergers and Acquisitions with the U.S. antitrust authorities on May 10, 2024, per the requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
As of the date hereof, Teleios may be deemed to be the beneficial owner of 4,022,113 Shares, constituting 8.78% of the Shares, based upon 45,826,208 Shares outstanding as of the date hereof. Teleios has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 4,022,113 Shares. Teleios has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 4,022,113 Shares.
As of the date hereof, the Master Fund may be deemed to be the beneficial owner of 4,022,113 Shares, constituting 8.78% of the Shares, based upon 45,826,208 Shares outstanding as of the date hereof. The Master Fund has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 4,022,113 Shares. The Master Fund has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 4,022,113 Shares.
As of the date hereof, Mr. Kuzniar may be deemed to be the beneficial owner of 4,022,113 Shares, constituting 8.78% of the Shares, based upon 45,826,208 Shares outstanding as of the date hereof. Mr. Kuzniar has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 4,022,113 Shares. Mr. Kuzniar has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 4,022,113 Shares.
The transactions in the Shares by the Reporting Persons during the past sixty days are set forth on Exhibit B. All of the reported transactions set forth on Exhibit B were open-market transactions. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 4 of the Schedule 13D is incorporated herein by reference. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit A: Joint Filing Agreement
Exhibit B: Schedule of Transactions in the Shares |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature:
Each Reporting Person listed above disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interests therein, and this report shall not be deemed an admission that such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001). |
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D Amendment No. 2, dated October 26, 2026, relating to the Common Stock, par value $0.01 per share, of Quanex Building Products Corporation shall be filed on behalf of the undersigned.
| October 26, 2026 | ||
| (Date) | ||
| Teleios Capital Partners GmbH | ||
| /s/ Igor Kuzniar | ||
| Name: Igor Kuzniar | ||
| Title: Managing Officer | ||
| Teleios Global Opportunities Master Fund, Ltd. | ||
| /s/ Carl Speck | ||
| Name: Carl Speck | ||
| Title: Director | ||
| Igor Kuzniar | ||
| /s/ Igor Kuzniar | ||
Exhibit B
Schedule of Transactions in the Shares
| Trade Date | Purchase/Sale | Quantity | Price ($) | Price Range ($)* |
| 10/22/2026 | Sale | 100,000 | 20.66 | 20.50 - 21.12 |
| 10/23/2026 | Sale | 75,000 | 19.93 | 19.79 - 20.06 |
| 10/26/2026 | Sale | 54,766 | 19.59 | 19.50 – 19.97 |
* Where a price range is provided in the Price Range ($) column, the price reported in that row’s Price ($) column is a weighted average price. These Shares were purchased/sold in multiple transactions at prices between the price ranges indicated in the Price Range ($) column. The Reporting Persons will undertake to provide to the staff of the SEC, upon request, full information regarding the number of Shares purchased/sold at each separate price.