Please wait





Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)




SCHEDULE 13D/A 0001690451 XXXXXXXX LIVE 1 Common Stock, par value $0.01 per share 06/18/2025 false 0001423221 747619104 Quanex Building Products Corporation 945 Bunker Hill Rd Suite 900 Houston TX 77024 Teleios Capital Partners GmbH 41 41 506 56 59 Baarerstrasse 12 Zug V8 6300 0001690451 N Teleios Capital Partners GmbH AF N V8 0.00 4621879.00 0.00 4621879.00 4621879.00 N 10.1 IA OO Y Teleios Global Opportunities Master Fund, Ltd. AF N E9 0.00 4621879.00 0.00 4621879.00 4621879.00 N 10.1 CO Y Igor Kuzniar AF N V8 0.00 4621879.00 0.00 4621879.00 4621879.00 N 10.1 IN HC Common Stock, par value $0.01 per share Quanex Building Products Corporation 945 Bunker Hill Rd Suite 900 Houston TX 77024 (a), (f) 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"). 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. 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. None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). 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. The funds for the purchase of the 4,621,879 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 $103,111,996. 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 4,621,879 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 Teleios is approximately $103,111,996. 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 4,621,879 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 $103,111,996. 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 Reporting Persons have entered into a dialogue with the Issuer's management and will seek to increase shareholder value by entering into future dialogue with the Issuer's management regarding, amongst other topics, capital allocation, strategy, and governance. Further, the Reporting Persons have a board observer seat on the board of the Issuer per the Board Observer Agreement attached hereto as Exhibit B. 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. (a) - (d) 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 4,621,879 Shares, constituting 10.1% of the Shares, based upon 47,252,070 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 4,621,879 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 4,621,879 Shares. As of the date hereof, the Master Fund may be deemed to be the beneficial owner of 4,621,879 Shares, constituting 10.1% of the Shares, based upon 47,252,070 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 4,621,879 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 4,621,879 Shares. As of the date hereof, Mr. Kuzniar may be deemed to be the beneficial owner of 4,621,879 Shares, constituting 10.1% of the Shares, based upon 47,252,070 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 4,621,879 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 4,621,879 Shares. Firass Abi-Nassif and Adam Epstein have been removed as Reporting Persons to reflect the fact that Mr. Kuzniar is the managing member and controlling shareholder of Teleios. N/A Exhibit B: Board Observer Agreement Exhibit A: Joint Filing Agreement Teleios Capital Partners GmbH /s/ Igor Kuzniar* Igor Kuzniar / Managing Officer 06/18/2025 Teleios Global Opportunities Master Fund, Ltd. /s/ Carl Speck* Carl Speck / Director 06/18/2025 Igor Kuzniar /s/ Igor Kuzniar* Igor Kuzniar 06/18/2025 * The Reporting Person 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.